10-K

Dated: October 29, 2019

/s/ William A. Furman

William A. Furman

Chief Executive Officer

0001193125-19-277713.txt : 20191029 0001193125-19-277713.hdr.sgml : 20191029 20191029164635 ACCESSION NUMBER: 0001193125-19-277713 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 143 CONFORMED PERIOD OF REPORT: 20190831 FILED AS OF DATE: 20191029 DATE AS OF CHANGE: 20191029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREENBRIER COMPANIES INC CENTRAL INDEX KEY: 0000923120 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 930816972 STATE OF INCORPORATION: OR FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13146 FILM NUMBER: 191176391 BUSINESS ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 BUSINESS PHONE: 5036847000 MAIL ADDRESS: STREET 1: ONE CENTERPOINTE DR STREET 2: STE 200 CITY: LAKE OSWEGO STATE: OR ZIP: 97035 10-K 1 d759252d10k.htm 10-K 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549-1004

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended August 31, 2019

☐ 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)

(503) 684-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock without par value	GBX	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
	None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes X No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. Yes No X

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer X Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Aggregate market value of the registrant’s Common Stock held by non-affiliates as of February 28, 2019 (based on the closing price of such shares on such date) was $1,311,532,035.

The number of shares outstanding of the registrant’s Common Stock on October 22, 2019 was 32,487,615 without par value.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive Proxy Statement prepared in connection with the Annual Meeting of Stockholders to be held on January 8, 2020 are incorporated by reference into Parts II and III of this Report.

THE GREENBRIER COMPANIES, INC.

FORM 10-K

TABLE OF CONTENTS



		PAGE
	FORWARD-LOOKING STATEMENTS		1
PART I

Item 1.	BUSINESS		2
Item 1A.	RISK FACTORS		10
Item 1B.	UNRESOLVED STAFF COMMENTS		29
Item 2.	PROPERTIES		29
Item 3.	LEGAL PROCEEDINGS		29
Item 4.	MINE SAFETY DISCLOSURES		29
	INFORMATION ABOUT OUR EXECUTIVE OFFICERS		30

PART II

Item 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		31
Item 6.	SELECTED FINANCIAL DATA		33
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		34
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		47
Item 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		51
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		90
Item 9A.	CONTROLS AND PROCEDURES		90
Item 9B.	OTHER INFORMATION		94

PART III

Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		94
Item 11.	EXECUTIVE COMPENSATION		94
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		94
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE		94
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		94

PART IV

Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		95
Item 16.	FORM 10-K SUMMARY		98
	SIGNATURES		99
	CERTIFICATIONS


		The Greenbrier Companies 2019 Annual Report

Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. Investors should not place undue reliance on forward-looking statements, which speak only as of the date they are made and are not guarantees of future performance.

Forward-looking statements rely on a number of assumptions concerning future events and include statements relating to our:

•

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 convert backlog of railcar orders and obtain and execute lease syndication commitments;

•

ability to recruit, train and retain adequate numbers of qualified employees;

•

ability to obtain adequate certification and licensing of products on a timely basis;

•

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

•

ability to utilize beneficial tax strategies;

•

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

•

ability to obtain adequate insurance coverage at acceptable rates;

•

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

•

other statements regarding our future operations, financial condition and prospects.

Words such as “affirms,” “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 can also identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to factors 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. Factors that might cause such differences include, but are not limited to, those described in “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” each of which are incorporated herein by reference. You are cautioned not to place undue reliance on any forward-looking statements, which reflect management’s opinions only as of the date hereof. 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.

The Greenbrier Companies is a registered trademark of The Greenbrier Companies, Inc. Gunderson and Auto-Max are registered trademarks of Gunderson LLC.


		The Greenbrier Companies 2019 Annual Report			1

PART I

Item 1.

BUSINESS

Introduction

We are one of the leading designers, manufacturers and marketers of railroad freight car equipment in North America, Europe, the Gulf Cooperation Council (GCC) and South America. We also are a manufacturer and marketer of marine barges in North America. We are a leading provider of freight railcar wheel services, parts, repair and refurbishment in North America through our wheels, repair & parts business. We also offer railcar management, regulatory compliance services and leasing services to railroads and related transportation industries in North America. Through unconsolidated affiliates we produce rail and industrial components, hold an ownership stake in a railcar manufacturer in Brazil and hold an ownership stake in a lease financing warehouse.

We operate an integrated business model in North America that combines freight car manufacturing, wheel services, repair, refurbishment, component parts, leasing and fleet management services. Our model is designed to provide customers with a comprehensive set of freight car solutions by utilizing our substantial engineering, mechanical and technical capabilities as well as our experienced commercial personnel. Our integrated model allows us to develop cross-selling opportunities and synergies among our various business segments thereby enhancing our margins. We believe our integrated model is difficult to duplicate and provides greater value for our customers and investors.

We operate in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Financial information about our business segments as well as geographic information is located in Note 20 — Segment Information to our Consolidated Financial Statements.

The Greenbrier Companies, Inc., is incorporated in Oregon. Our principal executive offices are located at One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035. Our telephone number is (503) 684-7000 and our Internet website is located at http://www.gbrx.com.

Products and Services

Manufacturing Segment

North American Railcar Manufacturing - We manufacture most freight railcar types currently in use in the North American market (other than coal cars) and we continue to expand our product offerings. We have demonstrated an ability to capture high market shares in many of the car types we produce. The primary products we produce for the North American market are:

Conventional Railcars - We produce a variety of covered hopper cars for industrial and food grade starches, grain, fertilizer, sand, cement, heavy ore minerals and petrochemicals as well as gondolas and open top hoppers for steel, metals and aggregates. We also produce a wide range of boxcars, which are used in the transport of paper products, perishables and general merchandise. Our flat car products include center partition cars for the forest products industry, and heavy-duty flat cars.

Tank Cars - We produce a variety of tank cars, including general service, pressurized, coiled, lined, insulated carbon steel and stainless steel tank cars. These are designed for the transportation of petroleum products, ethanol, liquefied petroleum gas (LPG), caustic soda, chlorine, fertilizers, vegetable oils, bio-diesel and various other products.

Intermodal Railcars - We manufacture a comprehensive range of intermodal railcars. Our most important intermodal product is our double-stack railcar. The double-stack railcar is designed to transport containers stacked two-high on a single platform and provides significant operating and capital savings over other types of intermodal railcars.


2		The Greenbrier Companies 2019 Annual Report

Automotive - We manufacture a full line of railcar equipment specifically designed for the transportation of light vehicles. Our automotive offerings include the Auto-Max II and Multi-Max products, which are designed to carry automobiles, SUVs and trucks efficiently.

On July 26, 2019 we completed our acquisition of the manufacturing business of American Rail Industries, Inc. (American Railcar Industries or ARI). In connection with the acquisition, we acquired two railcar manufacturing facilities in Arkansas that primarily produce two types of railcars, covered hoppers and tank cars, but have the ability to produce additional railcar types. As part of the acquisition we also acquired other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. These railcar components and parts include outlets for hopper railcars, tank car components and valves, tank heads, manway covers, wheel pair sets, underframes and running boards. Employees at these facilities as well as manufacturing and administrative employees in Missouri became Greenbrier employees upon closing of the acquisition.

European Railcar Manufacturing - Our European manufacturing operations produce a variety of tank, automotive and conventional freight railcar types, including a comprehensive line of pressurized tank cars for liquid petroleum gas, chlorine and ammonia and non-pressurized tank cars for light oil, chemicals and other products. In addition, we produce flat cars, coil cars for steel and metals, gondolas, sliding wall cars and automobile transport cars.

Marine Vessel Fabrication - We manufacture a broad range of Jones Act ocean-going and river barges for transporting merchandise between ports within the U.S. including conventional deck barges, double-hull tank barges, railcar/deck barges, barges for aggregates and other heavy industrial products and dump barges. Our primary focus is on the larger ocean-going vessels although we have the capability to compete in other marine-related products. Our Portland, Oregon manufacturing facility, located on a deep-water port on the Willamette River, includes marine vessel fabrication capabilities. The marine facilities increase utilization of steel plate burning and fabrication capacity providing flexibility for railcar production.

Wheels, Repair & Parts Segment

Wheel Services - We operate a large wheel services network in North America. Our wheel shops, provide complete wheel services including reconditioning of wheels and axles in addition to new axle machining, finishing and downsizing. Through a joint venture partnership we also provide axle machining, finishing and downsizing.

Railcar Repair, Refurbishment and Maintenance - We operate a railcar repair, refurbishment and maintenance network in North America including repair shops certified by the Association of American Railroads (AAR). Our repair shops perform heavy railcar repair, refurbishment and routine railcar maintenance for third parties and for our leased and managed railcar fleet.

Component Parts Manufacturing - Our component parts facilities recondition and manufacture railcar cushioning units, couplers, yokes, side frames, bolsters and various other parts. We also produce roofs, doors and associated parts for boxcars.

Leasing & Services Segment

Leasing - We operate a railcar leasing business in North America. Our relationships with financial institutions combined with our ownership of a lease fleet of approximately 9,400 railcars enables us to offer flexible financing programs to our customers including operating leases of varied intervals and “by the mile” leases. In addition to leasing our own railcars, we originate leases of railcars, which are either newly built or refurbished by us, or bought in the secondary market, and sell the railcars and attached leases to financial institutions typically with multi-year management services agreements. As an equipment owner and an originator of leases, we participate principally in the operating lease segment of the market. Under the majority of our leases, we are responsible for maintenance and administration of the leased cars. Assets from our owned lease fleet are periodically sold to take advantage of market conditions, manage risk and maintain liquidity.


		The Greenbrier Companies 2019 Annual Report			3

Management Services - Our North American management services business offers a broad array of software and services that include railcar maintenance management, railcar accounting services (such as billing and revenue collection, car hire receivable and payable administration), total fleet management (including railcar tracking using proprietary software), administration and railcar re-marketing. We currently provide management services for a fleet of approximately 380,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America. In addition, we have a Regulatory Services Group which offers regulatory, engineering, process consulting and advocacy support to the tank car and petrochemical rail shipper community, among other services.

Customer Profile


	Fleet Profile ⁽¹⁾ As of August 31, 2019
Managed Units:
Class I Railroads		173,270
Leasing Companies		108,248
Shipping Companies		79,660
Non-Class I Railroads		17,584
Off-lease		1,576

Total Managed Units		380,338
Total Owned Units ⁽²⁾		9,427

Total Owned & Managed Units		389,765

⁽¹⁾	Each platform of a railcar is treated as a separate unit.

⁽²⁾	The percentage of owned units on lease was 93.3% at August 31, 2019 with an average remaining lease term of 2.9 years. The average age of owned units is 9 years.

Unconsolidated Affiliates

Brazilian Railcar Manufacturing - We have a 60% ownership interest in Greenbrier-Maxion Equipamentos e Serviços Ferroviários S.A. (Greenbrier-Maxion), the leading railcar manufacturer in South America, located near São Paulo, Brazil. Greenbrier-Maxion also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment.

Brazilian Castings and Component Parts Manufacturing - We have a 24.5% ownership interest in Amsted-Maxion Fundição e Equipamentos Ferroviários S.A. (Amsted-Maxion) based in Cruzeiro, Brazil. Amsted-Maxion is a manufacturer of various castings and components for railcars and other heavy industrial equipment. Amsted-Maxion has a 40% ownership position in Greenbrier-Maxion and is integrated with the operations of our Brazilian railcar manufacturer.

Lease Financing Warehouse - We have a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. The railcars sold to this leasing warehouse are principally built by us. We also provide administrative and remarketing services to this entity and we earn management fees for these services.

Other Unconsolidated Affiliates - We have other unconsolidated affiliates which primarily include joint ventures that produce rail and industrial components.

Backlog

The following table depicts our reported railcar backlog subject to third party sale or lease in number of railcars and estimated future revenue value attributable to such backlog, at the dates shown:


	August 31,
	2019		2018		2017
New railcar backlog units ⁽¹⁾		30,300		27,400		28,600
Estimated future revenue value (in millions) ⁽²⁾	$	3,280	$	2,740	$	2,800

⁽¹⁾	Each platform of a railcar is treated as a separate unit.

⁽²⁾	Subject to change based on finalization of product mix.


4		The Greenbrier Companies 2019 Annual Report

Our total manufacturing backlog of railcar units was approximately 30,300 units with an estimated value of $3.28 billion as of August 31, 2019 and 27,400 units with an estimated value of $2.74 billion as of August 31, 2018. Approximately 3% of backlog units and 2% of estimated backlog value as of August 31, 2019 and 2018 was associated with our Brazilian manufacturing operations which are accounted for under the equity method. Backlog as of August 31, 2019 reflects the transfer of 10,600 units from ARI and the removal of 3,500 small cube covered hoppers for sand service for which we realized negotiated economic benefits. Remaining backlog does not include any other orders for the sand market.

Based on current production schedules, approximately 20,000 units in the August 31, 2019 backlog are scheduled for delivery in 2020. The balance of the production is scheduled for delivery in 2021 and beyond. Multi-year supply agreements are common in the rail industry. Backlog units for lease may be syndicated to third parties or held in our own fleet depending on a variety of factors. A portion of the orders included in backlog reflects an assumed product mix. Under terms of the orders, the exact mix and pricing will be determined in the future as customers select railcar specifications, which may impact the dollar amount of backlog. Marine backlog was $100 million and $61 million as of August 31, 2019 and 2018, respectively.

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. Customers may attempt to cancel or modify orders in backlog. Historically, 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. We cannot guarantee that our reported backlog will convert to revenue in any particular period, if at all.

Customers

Our customers include railroads, leasing companies, financial institutions, shippers, carriers and transportation companies. We have strong, long-term relationships with many of our customers. We believe that our customers’ preference for high quality products, our technological leadership in developing innovative products, our focus on being highly responsive to our customer’s needs and competitive pricing of our railcars have helped us maintain our long-standing relationships with our customers.

In 2019, revenue from one customer, TTX Company (TTX) accounted for approximately 26% of total revenue, 28% of Manufacturing revenue and 24% of Wheels, Repair & Parts revenue. No other customers accounted for greater than 10% of total revenue.

Raw Materials and Components

Our products require a supply of materials including steel and specialty components such as brakes, wheels and axles. Specialty components purchased from third parties represent a significant amount of the cost of most freight cars. Our customers often specify particular components and suppliers of such components. Although the number of alternative suppliers of certain specialty components has declined in recent years, there are at least two available suppliers for these components.

Certain materials and components are periodically in short supply which could potentially impact production at our new railcar and refurbishment facilities. In an effort to mitigate shortages and reduce supply chain costs, we have entered into strategic alliances and multi-year arrangements for the global sourcing of certain materials and components, we operate a replacement parts business which aids in our vertical integration and we continue to pursue strategic opportunities to protect and enhance our supply chain. We periodically make advance purchases to avoid possible shortages of material due to capacity limitations of component suppliers, shipping and transportation delays and possible price increases.

In 2019, the top ten suppliers for all inventory purchases accounted for approximately 52% of total purchases. The top two suppliers accounted for 28% of total inventory purchases in 2019. No other suppliers accounted for more than 10% of total inventory purchases. We believe we maintain good relationships with our suppliers.

Competition

We are currently one of the two largest railcar manufacturers of the five major railcar manufacturers competing in North America. There are also a handful of specialty builders who focus on niche markets. We believe that in


		The Greenbrier Companies 2019 Annual Report			5

Europe we are in the top tier of railcar manufacturers. European freight car manufacturers are largely located in central and eastern Europe where labor rates are lower and work rules are more flexible. We are the leading railcar manufacturer in South America. The railcar manufacturing industry is becoming more global as customers are purchasing railcars from manufacturers outside of their geographic region. In all railcar markets that we serve or participate in, we compete on the basis of quality, price, reliability of delivery, product design and innovation, reputation and customer service and support.

Competition in the marine industry is dependent on the type of product produced. There are few competitors that build product types similar to ours. We compete on the basis of price, quality, reliability of delivery, launching capacity and experience with certain product types.

Competition in the wheels, repair & parts businesses is dependent on the type of product or service provided. There are many competitors in these businesses. We compete primarily on the basis of quality, timeliness of delivery, customer service, location of shops, price and engineering expertise.

There are at least twenty institutions in North America that provide railcar leasing and services similar to ours. Many of them are also customers that buy new railcars from our manufacturing facilities and used railcars from our lease fleet, as well as utilize our management services. Many of these institutions have greater financial resources than we do. We compete primarily on the basis of quality, price, delivery, reputation, service offerings and deal structuring and syndication ability. We believe our strong servicing capability and our ability to sell railcars with a lease attached (syndicate railcars), integrated with our manufacturing, repair shops, railcar specialization and expertise in particular lease structures provide a strong competitive position.

Marketing and Product Development

In North America, we leverage an integrated marketing and sales effort to coordinate relationships in our various segments. We provide our customers with a diverse range of equipment and financing alternatives designed to satisfy each customer’s unique needs, whether the customer is buying new equipment, refurbishing existing equipment or seeking to outsource the maintenance or management of equipment. These custom programs may involve a combination of railcar products, leasing, refurbishing and remarketing services. In addition, we provide customized maintenance management, equipment management, accounting and compliance services and proprietary software solutions.

In Europe and South America, we maintain relationships with customers through market-specific sales personnel. Our engineering and technical staff works closely with their customer counterparts on the design and certification of railcars. Many European railroads are state-owned and are subject to European Union (EU) regulations covering the tender of government contracts.

Through our research and customer relationships, insights are derived into the potential need for new products and services. Marketing and engineering personnel collaborate to evaluate opportunities and develop new products and features. Recent product launches include a newly designed covered hopper specifically made for grain. Research and development costs incurred during the years ended August 31, 2019, 2018 and 2017 were $5.4 million, $6.0 million and $4.2 million, respectively.

Patents and Trademarks

We believe that manufacturing expertise, the improvement of existing technology and the development of new products may be more important than patent protection in establishing and maintaining a competitive advantage in our market. Nevertheless, we have obtained a number of U.S. and non-U.S. patents of varying duration, and pending patent applications, registered trademarks, copyrights and trade names. We have a proactive program aimed at protecting our intellectual property and the results from our research and development.

Environmental Matters

We are subject to national, state and local environmental laws and regulations concerning, among other matters, air emissions, wastewater discharge, solid and hazardous waste disposal and employee health and safety. Prior to


6		The Greenbrier Companies 2019 Annual Report

acquiring facilities, we usually conduct investigations to evaluate the environmental condition of subject properties and may negotiate contractual terms for allocation of environmental exposure arising from prior uses. We operate our facilities in a manner designed to maintain compliance with applicable environmental laws and regulations. Environmental studies have been conducted on certain of our owned and leased properties that indicate additional investigation and some remediation on certain properties may be necessary.

Portland Harbor Superfund Site

Our Portland, Oregon manufacturing facility is located adjacent to the Willamette River. 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 our manufacturing facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the Portland Harbor Site). Our 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 us that we 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. Ten private and public entities, including us (the Lower Willamette Group or LWG), 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 did not sign such consent, but nevertheless contributed money to the effort. The EPA-mandated RI/FS was produced by the LWG and cost over $110 million during a 17-year period. We bore a percentage of the total costs incurred by the LWG in connection with the investigation. Our aggregate expenditure during the 17-year period was not material. Some or all of any such outlay may be recoverable from other responsible parties. The EPA issued its Record of Decision (ROD) for the Portland Harbor Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.

Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Site and the schedule for such remediation, 83 parties, including the State of Oregon and the federal government, entered into a non-judicial mediation process to try to allocate costs associated with remediation of the Portland Harbor site. Approximately 110 additional parties signed tolling agreements related to such allocations. On April 23, 2009, we 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 been stayed by the court until January 16, 2020. The allocation process is continuing in parallel with the process to define the remediation steps.

The EPA’s January 6, 2017 ROD identifies a clean-up remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of -30% to +50%, but this ROD states that changes in costs are likely to occur as a result of new data it wanted to collect over a 2-year period prior to final remedy design. The ROD identifies 13 Sediment Decision Units (SDUs). One of the units, RM9W, includes the nearshore area of the river sediments offshore of our Portland, Oregon manufacturing facility as well as upstream and downstream of the facility. It also includes a portion of our riverbank. The ROD does not break down total remediation costs by SDU. The EPA’s ROD concluded that more data was needed to better define clean-up scope and cost. On December 8, 2017, the EPA announced that Portland Harbor is one of 21 Superfund sites targeted for greater attention. On December 19, 2017, the EPA announced that it had entered a new AOC with a group of four potentially responsible parties to conduct additional sampling during 2018 and 2019 to provide more certainty about clean-up costs and aid the mediation process to allocate those costs. The parties to the mediation, including us, agreed to help fund the additional sampling. The sampling is completed and the EPA is evaluating possible resulting changes to remediation cost estimates.


		The Greenbrier Companies 2019 Annual Report			7

precedes our ownership of the Portland, Oregon manufacturing facility. Because these environmental investigations are still underway, sufficient information is currently not available to determine our 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, we may be required to incur costs associated with additional phases of investigation, remedial design, or remedial action, and may be liable for damages to natural resources. In addition, we may be required to perform periodic maintenance dredging in order to continue to launch vessels from our 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 our business and Consolidated Financial Statements, or the value of our Portland property.

On January 30, 2017 the Confederated Tribes and Bands of Yakama Nation sued 33 parties including us as well as the United States and the State of Oregon for costs it incurred in assessing alleged natural resource damages to the Columbia River from contaminants deposited in Portland Harbor. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., United States Court for the District of Oregon Case No. 3i17-CV-00164-SB The complaint does not specify the amount of damages the Plaintiff will seek. The case has been stayed until January 16, 2020.

Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing Operations

We have entered into a Voluntary Cleanup Agreement with the DEQ in which we agreed to conduct an investigation of whether, and to what extent, past or present operations at our Portland property may have released hazardous substances into the environment. We have 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 we are discussing with the DEQ potential remedial actions which may be required. Our aggregate expenditure has not been material, however we could incur significant expenses for remediation. Some or all of any such outlay may be recoverable from other responsible parties.

Regulation

We must comply with the rules of the U.S. Department of Transportation (USDOT) and the administrative agencies it oversees including the Federal Railroad Administration in the U.S. and Transport Canada in Canada who administer and enforce laws and regulations relating to railroad safety. These regulations govern equipment and safety appliance standards for freight cars and other rail equipment used in interstate and international commerce throughout North America. The AAR promulgates rules and regulations governing the safety and design of equipment, relationships among railroads and other railcar owners with respect to railcars in interchange, and other matters. The AAR also certifies railcar builders and component manufacturers that provide equipment for use on North American railroads. These regulations require maintaining certifications with the AAR as a railcar builder, repair and service provider and component manufacturer, and products sold and leased by us in North America must meet AAR, Transport Canada, and Federal Railroad Administration standards.

The primary regulatory and industry authorities involved in the regulation of the ocean-going barge industry are the U.S. Coast Guard, the Maritime Administration of the USDOT, and private industry organizations such as the American Bureau of Shipping.

The regulatory environment in Europe consists of a combination of EU regulations and country specific regulations, including a harmonized set of Technical Standards for Interoperability of freight wagons throughout the EU. The EU approval regime has recently been modified to replace country specific approvals with a single, harmonized EU process. The switch could result in short term delays in wagon certification, but over time is expected to streamline the process. The regulatory environment in Brazil consists of oversight from the Ministry of Transportation, the National Agency of Ground Transportation and the National Association of Railroad Transporters. In all other countries, we conform to country specific regulations where applicable.


8		The Greenbrier Companies 2019 Annual Report

Employees

As of August 31, 2019, we had approximately 17,100 full-time employees at our consolidated entities, consisting of 15,900 employees in Manufacturing, 900 in Wheels, Repair & Parts and 300 employees in Leasing & Services and corporate. In Manufacturing, 8,900 employees are represented by unions. At our Wheels, Repair & Parts locations, 40 employees are represented by a union. We believe that our relations with our employees are generally good.

Additional Information

We are a reporting company and file annual, quarterly, current and special reports, proxy statements and other information with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Through a link on the Investor Relations section of our website, http://www.gbrx.com, we make available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the SEC: our Annual Report on Form 10-K; Quarterly Reports on Form 10-Q; Current Reports on Form 8-K; and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended. All such filings are available free of charge. Copies of our Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter and the Company’s Corporate Governance Guidelines are also available on our web site at http://www.gbrx.com. In addition, each of the reports and documents listed above are available free of charge by contacting our Investor Relations Department at The Greenbrier Companies, Inc., One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035.


		The Greenbrier Companies 2019 Annual Report			9

Item 1A.

RISK FACTORS

The following risk factors, as well as other comments included herein regarding risks and uncertainties, should be carefully considered when evaluating our company. Our business, financial condition or financial results could be materially and adversely affected by any of these risks or other risks unknown to us. In addition, new risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect us.

The cyclical nature of our business, economic downturns or a rising interest rate environment can result in lower demand for our products and services and reduced revenue.

Our business is cyclical. Overall economic conditions (domestically and globally) and the purchasing practices of buyers have a significant effect upon our business due to the impact on demand for our products and services. As a result, during downturns, we could operate with a lower level of backlog and may slow down or halt production at some or all of our facilities. We may fail to respond to such downturns in an efficient manner. Economic conditions that result in higher interest rates increase the cost of new leasing arrangements, which could cause some of our leasing customers to lease fewer of our railcars or demand shorter lease terms. An economic downturn or increase in interest rates may reduce demand for our products and services, resulting in lower sales volumes, lower prices, lower lease utilization rates and decreased profits.

Interest rates remain at relatively low levels. Higher interest rates could increase the cost of, or potentially deter, new leasing arrangements with our customers, reduce our ability to syndicate railcars under lease to financial institutions, or impact the sales price we may receive on such syndications, any of which could materially adversely affect our business, financial condition and results of operations.

A change in our product mix due to shifts in demand or fluctuations in commodity and energy prices could have an adverse effect on our profitability.

We manufacture, lease and repair a variety of railcars. The demand for specific types of these railcars and mix of repair and refurbishment work varies from time to time. Instability and changes in the global economy, volatility in the industries that our products serve or adverse changes in the financial condition of our customers could adversely impact the demand for our railcars. In addition, fluctuations in commodity and energy prices, including crude oil and gas prices, could negatively impact the activities of our customers resulting in a corresponding adverse effect on the demand for our products and services. These shifts in demand could affect our results of operations and could have an adverse effect on our profitability. Demand for railcars that are used to transport crude oil and other energy related products is dependent on the demand for these commodities. Prices for oil and gas are subject to large fluctuations in response to relatively minor changes in the supply of, and demand for, oil and gas, market uncertainty and a variety of other economic factors that are beyond our control.

A decline in performance or demand, oversupply, or increase in efficiency, of the rail freight industry would have an adverse effect on our financial condition and results of operations.

Our future success depends in part upon the performance of the rail freight industry, which in large part depends on the health of the United States and global economy. If railcar loadings decrease or industry demand for our railcar products or services weakens or otherwise does not materialize, or if railcar freight transportation becomes more efficient from, for example, an increase in train velocity or Precision Scheduled Railroading (PSR), a decrease in dwell times, or due to technological advances, our financial condition and results of operations would be adversely affected. In addition, the rail freight industry could become oversupplied, which could have a significant impact on the pricing, lease rates or demand for new railcars.

The use of railcars may decline in favor of other modes of transportation. Our operations may be adversely impacted by changes in the preferred method used by customers to ship their products, changes in demand for


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particular products, or government policies favoring other types of surface transportation. The industries in which our customers operate are driven by dynamic market forces and trends, which are in turn influenced by economic, regulatory, and political factors. Features and functionality specific to certain railcar types could result in those railcars becoming obsolete as customer requirements for freight delivery change.

We could have difficulty integrating the operations of businesses that we have acquired and will acquire or joint ventures we enter into, which could adversely affect our results of operations.

The success of our acquisition and joint venture strategies depends upon our ability to integrate any businesses that we acquire into our existing business, including the manufacturing business of ARI. The integration of acquired business operations could disrupt our business by causing unforeseen operating difficulties, diverting management’s attention from day-to-day operations and requiring significant financial resources that would otherwise be used for the ongoing development of our business. The difficulties of integration could be increased by the necessity of coordinating geographically dispersed organizations, integrating personnel with disparate business backgrounds and combining different corporate cultures, or discovering previously unknown liabilities. Each of these circumstances could be more likely to occur or be more severe in consequence in the case of an acquisition or joint venture involving a business that is outside of our core areas of expertise. In addition, we could be unable to retain key employees or customers of the combined businesses. We could face integration issues including those related to operations, internal controls, information systems and operational functions of the acquired companies and we also could fail to realize cost efficiencies or synergies that we anticipated when selecting our acquisition candidates and joint ventures or these acquisitions or joint ventures could fail to complete successfully. Any of these items could adversely affect our results of operations.

Our backlog is not necessarily indicative of the level of our future revenues.

Our manufacturing backlog represents future production for which we have written orders from our customers in various periods, and estimated potential revenue attributable to those orders. Some of this backlog is subject to certain conditions, including potential adjustment to prices due to changes in prevailing market prices, or due to lower prices for new orders accepted by us from other customers for similar cars on similar terms and conditions during relevant time periods. Our reported backlog may not be converted to revenue in any particular period and some of our contracts permit cancellations with limited compensation that would not replace lost revenue or margins. In addition, some customers may attempt to delay orders, cancel or modify a contract even if the contract does not allow for such cancellation or modification, and we may not be able to recover all revenue or earnings lost due to a breach of contract or a contract may be found to be unenforceable. The likelihood of attempted cancellations or modifications of contracts generally increases during periods of market weakness. Actual revenue from such contracts may not equal our anticipated revenues based on our backlog, and therefore, our backlog is not necessarily indicative of the level of our future revenues.

Risks related to our operations outside of the U.S. could adversely affect our operating results.

We face risks arising from our business activities outside of the U.S. and with non-U.S. customers and suppliers. Instability in the macroeconomic, political, legal, trade, financial, labor or market conditions in the countries where we, or our customers or suppliers, operate could negatively impact our business activities and operations. Some foreign countries in which we operate or may operate have authorities that regulate railroad safety, and rail equipment design and manufacturing. If we do not have appropriate certifications, we could be unable to market and sell our rail equipment. Adverse changes in foreign or cross-border regulations applicable to us or customers, such as labor, environment, trade, tax, currency and price regulations could limit our operations, make the manufacture and distribution of our products difficult, and delay or limit our ability to repatriate our money.

Among the political risks we face outside the U.S. are governments nationalizing our business or assets, or repudiating, or renegotiating contracts with us, our customers or suppliers. In our cross-border business activities, we could experience longer customer payment cycles, difficulty in collecting accounts receivable or an inability


		The Greenbrier Companies 2019 Annual Report			11

to protect our intellectual property. We operate in countries reported to have significant corruption. We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws. Strict compliance with anti-corruption laws is made more challenging because such laws may conflict with local business customs. The failure to comply with laws governing international business may result in substantial penalties and fines. Transactions with non-U.S. entities expose us to business practices, local customs, and legal processes with which we may not be familiar, as well as difficulty enforcing contracts and international political and trade tensions. Any expansion of our activities outside of the U.S. could increase our risk profile. If we are unable to successfully manage the risks associated with our foreign and cross-border business activities, our results of operations, financial condition, liquidity and cash flows could be negatively impacted.

Changes impacting international trade and corporate tax provisions related to the production and sales of our products may have an adverse effect on our financial condition and results of operations.

We own, lease, operate or have invested in joint ventures or entities which have manufacturing facilities in Mexico, Brazil and Europe. Our business benefits from free trade agreements such as the North American Free Trade Agreement (NAFTA) and we also rely on various U.S. corporate tax provisions related to international commerce as we build, market and sell our products internationally. NAFTA and future import taxes have been under scrutiny by the U.S. administration. On September 30, 2018 the President of the U.S. and the U.S. Trade Representative announced a new trade pact with the governments of Canada and Mexico called the United States-Mexico-Canada Agreement (USMCA). We believe the benefits we currently receive under NAFTA will continue under the USMCA. To take effect, the USMCA must be enacted by the U.S. Congress under laws governing Trade Promotion Authority. It is expected NAFTA will remain effective until this occurs. Any changes in policies by the U.S. government or other governments with respect to trade treaties, corporate tax, import taxes and foreign relations as well as embargoes, quotas or tariffs could adversely and significantly affect our financial condition and results of operations.

We derive a significant amount of our revenue from a limited number of customers, the loss of or reduction of business from one or more of which could have an adverse effect on our business.

A significant portion of our revenue is generated from a few major customers. Although we have some long-term contractual relationships with our major customers, we cannot be assured that we will continue to have good relations with our customers, or that our customers will continue to purchase or lease our products or services, that they will continue to do so at historical levels or will renew their existing contracts with us. A reduction in the purchasing or leasing of our products, a termination of our services by one or more of our major customers, a decline in the financial condition of a major customer, or our failure to replace expiring customer contracts with new customer contracts on satisfactory terms could result in a loss of business and have an adverse effect on our business and operating results.

We could be unable to lease railcars at satisfactory rates, remarket leased railcars on favorable terms upon lease termination, or realize the expected residual values for end of life railcars due to changes in scrap prices each of which could reduce our revenue and decrease our overall return or affect our ability to sell leased assets in the future.

The profitability of our railcar leasing business depends on our ability to lease railcars at satisfactory rates, sell railcars with sufficiently profitable leases to investors, and to remarket, sell or scrap railcars we own or manage upon the expiration of leases. The rent we receive during the initial railcar lease term does not fully recover acquisition costs of such railcars and thus exposes us to a shortfall if we do not recover the residual value of railcars coming off of lease. Our ability to lease or remarket leased railcars profitably is dependent on several factors, including, but not limited to, market and industry conditions, cost of, and demand for, competing used or newer models, costs associated with the refurbishment of the railcars, the market demand or governmental mandates for refurbishment, as well as market perceptions of residual values and interest rates. A downturn in the industries in which our lessees operate and decreased demand for railcars could also increase our exposure to


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remarketing risks because lessees may demand shorter lease terms, requiring us to remarket leased railcars more frequently. Furthermore, the resale market for previously leased railcars has a limited number of potential buyers. Our inability to lease, remarket or sell leased railcars on favorable terms could result in an adverse impact to our consolidated financial statements or affect our ability to sell leased railcars to investors in the future.

Shortages of skilled labor, increased labor costs, or failure to maintain good relations with our workforce could adversely affect our operations.

We depend on skilled labor in the manufacture of railcars and marine barges, repair, refurbishment and maintenance of railcars and provision of wheel services and supply of parts. Some of our facilities are located in areas where demand for skilled labor often exceeds supply. Shortages of some types of skilled labor such as welders and machine operators could restrict our ability to maintain or increase production rates, lead to production inefficiencies and increase our labor costs. Due to the competitive nature of the labor markets in which we operate and the cyclical nature of the railcar industry, the resulting employment cycle increases our risk of not being able to recruit, train and retain the employees we require at efficient costs and on reasonable terms, particularly when the economy expands, production rates are high or competition for such skilled labor increases. Additionally, we may develop an adverse relationship with our workforce or third party labor providers. Our costs to recruit, train and retain necessary, qualified employees may exceed our expectations. If we are unable to recruit, train and retain adequate numbers of qualified employees and third party labor providers on a timely basis or at a reasonable cost or on reasonable terms, our business and results of operations could be adversely affected.

Equipment failures, technological failures, costs and inefficiencies associated with changing of production lines, or transfer of production between facilities, could lead to production, delivery, or service curtailments or shutdowns, loss of revenue or higher expenses.

We operate a substantial amount of equipment at our production facilities. An interruption in production capabilities or maintenance and repair capabilities at our facilities, as a result of equipment or technology failure, acts of nature, costs and inefficiencies associated with changing of production lines or transfer of production between facilities, could reduce or prevent our production, delivery, service, or repair of our products and increase our costs and expenses. A halt of production at any of our manufacturing facilities could severely affect delivery times to our customers. Any significant delay in deliveries not otherwise contractually mitigated could result in cancellation of all or a portion of our orders, cause us to lose future sales, and negatively affect our reputation and our results of operations.

We face aggressive competition and a number of factors may influence our performance. If we are unable to compete successfully, our market share, margin and results of operations may be adversely affected.

We face aggressive competition in all geographic markets in which we participate and in each segment of our business, and we face the prospect of new competitors entering those markets in which we compete. Some of our competitors are owned or financially supported by foreign governments or sovereign wealth funds, and may potentially sell products and services below cost, or otherwise compete unfairly, in order to gain market share. The markets in which we participate are intensely competitive and we expect them to remain intensely competitive into the foreseeable future. The relative competitiveness of our manufacturing facilities and products affects our performance. A number of competitive factors challenge or affect our ability to compete successfully including the introduction of competitive products and new entrants into our markets, a limited customer base and price pressures such as unfair competition and increases in raw materials and labor costs. In addition, new technologies, new railcars or other new product offerings introduced to market by our competitors could render our products obsolete or less competitive. If we do not compete successfully, our market share, margin and results of operations may be adversely affected.


		The Greenbrier Companies 2019 Annual Report			13

We pursue strategic opportunities which rely upon the identification of new joint ventures, acquisitions and new business endeavors which involve inherent risks, any of which may prevent us from growing our business and realizing anticipated benefits and could adversely affect our results of operations.

We may not be able to successfully identify suitable joint venture, acquisition and new business endeavors to invest in or complete potential transactions on acceptable terms. Our identification of suitable joint venture opportunities, acquisition candidates and new business endeavors involve risks inherent in assessing the values, strengths, weaknesses, risks and profitability of these opportunities. Our failure to identify suitable joint ventures, acquisition opportunities and new business endeavors may restrict our ability to grow our business. If we are successful in pursuing such opportunities, we may be required to expend significant funds or incur additional debt, which could materially adversely affect our results of operations and limit our ability to obtain financing for working capital or other purposes and we may be more vulnerable to economic downturns and competitive pressures.

If we or our joint ventures fail to complete capital expenditure projects on time and within budget, or if these projects, once completed, fail to operate as anticipated, or fail to improve the efficiencies of our operations, or to generate additional revenue as anticipated, such failure could adversely affect our business, financial condition and results of operations.

From time-to-time, we, or our joint ventures, undertake strategic capital projects in order to enhance, expand and/or upgrade facilities and operational capabilities. Our ability, and our joint ventures’ respective abilities, to complete these projects on time and within budget, and for us to realize the anticipated increased revenues or otherwise realize acceptable returns on these investments or other strategic capital projects that may be undertaken are subject to a number of risks. Many of these risks are beyond our control, including a variety of market, operational, permitting, and labor related factors. In addition, the cost to implement any given strategic capital project ultimately may prove to be greater than originally anticipated. If we, or our joint ventures, are not able to achieve the anticipated results from the implementation of any of these strategic capital projects, or if unanticipated implementation costs are incurred, our business, financial condition and results of operations may be adversely affected.

A failure to design or manufacture products or technologies or to achieve timely certification or market acceptance of new products or technologies could have an adverse effect on our profitability.

We continue to introduce new railcar product innovations and technologies. We occasionally accept orders prior to receiving railcar certification or prior to proving our ability to manufacture a quality product that meets customer standards. We could be unable to successfully design or manufacture new railcar product innovations or technologies.

Our inability to develop and manufacture new product innovations or technologies in a timely and profitable manner, or to obtain timely certification, or to achieve market acceptance, or to avoid quality problems in our new products, could have a material adverse effect on our revenue and results of operations and subject us to penalties, cancellation of orders and/or other damages.

Our relationships with our joint venture partners could be unsuccessful which could adversely affect our business.

We have entered into several joint ventures to increase our sourcing alternatives, reduce costs and produce new railcars or components. We may seek to expand our relationships or to enter into new ventures with other companies. If our joint venture partners are unable to fulfill their contractual obligations or if these relationships are otherwise not successful in the future, our manufacturing and other costs could increase, we could encounter production disruptions, growth opportunities could fail to materialize, or we could be required to fund such joint ventures in amounts significantly greater than initially anticipated, any of which events could adversely affect our business.


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If any of our joint ventures generate significant losses, including future potential intangible asset or goodwill impairment charges, our results of operations could be adversely affected or our investments could be impaired.

We have potential exposure to environmental liabilities, which could increase our operating costs or have an adverse effect on our results of operations.

We are subject to extensive national, state, foreign, provincial and local environmental laws and regulations concerning, among other things, air emissions, water discharge, solid waste and hazardous substances handling and disposal and employee health and safety. These laws and regulations are complex and frequently change. We could incur unexpected costs, penalties and other civil and criminal liability if we, or in certain circumstances others, fail to comply with environmental laws or permits issued pursuant to those laws. We also could incur costs or liabilities related to off-site waste disposal or remediating soil or groundwater contamination at our properties, including as set forth below. In addition, future environmental laws and regulations may require significant capital expenditures or changes to our operations, or may impose liability on us in the future for actions that complied with then applicable laws and regulations when the action was taken.

Portland Harbor Superfund Site

for greater attention. On December 19, 2017, the EPA announced that it had entered a new AOC with a group of


		The Greenbrier Companies 2019 Annual Report			15

four potentially responsible parties to conduct additional sampling during 2018 and 2019 to provide more certainty about clean-up costs and aid the mediation process to allocate those costs. The parties to the mediation, including us, agreed to help fund the additional sampling. The sampling is completed and the EPA is evaluating possible resulting changes to remediation cost estimates.

The ROD does not address responsibility for the costs of clean-up, nor does it allocate such costs among the potentially responsible parties. Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date. Based on the investigation to date, we believe that we 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 our property precedes our ownership of the Portland, Oregon manufacturing facility. Because these environmental investigations are still underway, sufficient information is currently not available to determine our 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, we may be required to incur costs associated with additional phases of investigation, remedial design, or remedial action, and may be liable for damages to natural resources. In addition, we may be required to perform periodic maintenance dredging in order to continue to launch vessels from our 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 our business and Consolidated Financial Statements, or the value of our Portland property.

Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing Operations

The timing of our asset sales and related revenue recognition could cause significant differences in our quarterly results and liquidity.

We may build railcars or marine barges in anticipation of a customer order, or lease railcars to a customer with the aim of selling such railcars on lease to a third party. In each case, the timing lag between production and the ultimate sale subjects us to operational and market risks. In addition, we periodically sell railcars from our own lease fleet and the timing and volume of such sales are difficult to predict. As a result, comparisons of our manufacturing revenue, deliveries, quarterly net gain on disposition of equipment, income and liquidity between quarterly periods within one year and between comparable periods in different years may not be meaningful and should not be relied upon as indicators of our future performance.


16		The Greenbrier Companies 2019 Annual Report

We depend on our senior management team and other key employees, and significant attrition within our management team or unsuccessful succession planning for members of our senior management team and other key employees who are at or nearing retirement age, could adversely affect our business.

Our success depends in part on our ability to attract, retain and motivate senior management and other key employees. Achieving this objective may be difficult due to many factors, including fluctuations in global economic and industry conditions, competitors’ hiring practices, cost reduction activities, and the effectiveness of our compensation programs. Competition for qualified personnel can be very intense. We must continue to recruit, retain and motivate senior management and other key employees sufficient to maintain our current business and support our future projects and growth objectives. We are vulnerable to attrition among our current senior management team and other key employees. A loss of any such personnel, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition and results of operations.

Many members of our senior management team and other key employees are at or nearing retirement age. If we are unsuccessful in our succession planning efforts, the continuity of our business and results of operations could be adversely affected.

Changes in the credit markets and the financial services industry could negatively impact our business, results of operations, financial condition or liquidity.

The credit markets and the financial services industry may experience volatility which can result in tighter availability of credit on more restrictive terms and limit our ability to sell railcar assets. Our liquidity, financial condition and results of operations could be negatively impacted if our ability to borrow money to finance operations, obtain credit from trade creditors, obtain credit to maintain our hedging programs, offer leasing products to our customers or sell railcar assets were to be impaired. In addition, scarcity of capital could also adversely affect our customers’ ability to purchase, lease, or pay for products from us or adversely affect our suppliers’ ability to provide us with product, either of which could negatively affect our business and results of operations.

Volatility in the global financial markets may adversely affect our business, financial condition and results of operations.

During periods of volatility in the global financial markets, certain of our customers could delay or otherwise reduce their purchases of railcars and other products and services. If volatile conditions in the global credit markets impact our customers’ access to credit, product order volumes may decrease or customers may default on payments owed to us.

Likewise, if our suppliers face challenges obtaining credit, or otherwise operating their businesses, the supply of materials we purchase from them to manufacture our products may be interrupted. Any of these conditions or events could result in reductions in our revenues, increased price competition, or increased operating costs, which could adversely affect our business, financial condition and results of operations.

Our actual results may differ significantly from our announced expectations.

From time to time, we have released, and may continue to release guidance estimates in our quarterly and annual earnings releases, quarterly and annual earnings conference calls, or otherwise, regarding our future performance that represent our management’s estimates as of the date of release. Although we believe that any such guidance or estimates would provide investors and analysts with a better understanding of management’s expectations for the future and could be useful to our shareholders and potential shareholders, such guidance or estimates would consist of forward-looking statements subject to the risks and uncertainties described in this report and in our other public filings and public statements. Guidance and estimates are necessarily speculative in nature, and


		The Greenbrier Companies 2019 Annual Report			17

some or all of the assumptions underlying the guidance or estimates may not materialize or may vary significantly from actual results. Our actual results may not always be in line with or exceed any guidance or estimates we may provide, especially in times of economic uncertainty. If our financial results for a particular period do not meet our guidance or estimates or the expectations of investors or research analysts, or if we reduce our guidance or estimates for future period, the trading volume or market price of our common stock may decline. In light of the foregoing, investors are urged not to unduly rely upon any guidance or estimates in making an investment decision regarding our common stock.

Fluctuations in the availability and price of energy, freight transportation, steel and other raw materials, in combination with our fixed price contracts could have an adverse effect on our ability to manufacture and sell our products profitably and could adversely affect our margins and revenue.

A significant portion of our business depends upon the adequate supply of steel and other raw materials at competitive prices and a small number of suppliers fulfill a substantial amount of our requirements. The cost of steel and all other materials used in the production of our railcars represents more than half of our direct manufacturing costs per railcar and in the production of our marine barges represents more than 30% of our direct manufacturing costs per marine barge. Our cost of acquiring steel, components and other raw materials to manufacture our railcars and marine barges are impacted by tariffs. If we are not able to purchase these materials at competitive prices, our ability to produce and sell our products on a cost effective basis could be adversely impacted which, in turn, could adversely affect our revenue and profitability.

Our businesses also depend upon an adequate supply of energy. Increases in the price of energy to us adversely impacts our operating costs and could have an adverse effect on our ability to conduct our businesses on a cost-effective basis. We cannot be assured that we will continue to have access to energy or supplies of necessary components for manufacturing railcars and marine barges. Our ability to meet demand for our products could be adversely affected by the loss of access to any of these supplies, the inability to arrange alternative access to any materials, or suppliers limiting allocation of materials to us.

In some instances, we have fixed-price contracts that anticipate material price increases and surcharges, or contracts that contain actual or formulaic pass-through of material price increases and surcharges. However, if the price of steel or other raw materials were to fluctuate in excess of anticipated increases on which we have based our fixed-price contracts, or if we were unable to adjust our selling prices or have adequate protection in our contracts against changes in material prices, or if we are unable to reduce operating costs to offset any price increases, our margins would be adversely affected. The loss of suppliers or their inability to meet our price, quality, quantity and delivery requirements could have an adverse effect on our ability to manufacture and sell our products on a cost-effective basis.

Decreases in the price of scrap adversely impact our Wheels, Repair & Parts margins and revenue and the residual value and future depreciation of our leased assets. A portion of our Wheels, Repair & Parts businesses involve scrapping steel parts and the resulting revenue from such scrap steel increases our margins and revenues. When the price of scrap steel declines, our revenues and margins in such businesses would decrease.

We rely on limited suppliers for certain components and services needed in our production. If we are not able to procure specialty components or services on commercially reasonable terms or on a timely basis, our business, financial condition and results of operations would be adversely affected.

Our manufacturing operations depend in part on our ability to obtain timely deliveries of materials, components and services in acceptable quantities and quality from our suppliers and our ability to retain good relations with our suppliers. In 2019, the top ten suppliers for all inventory purchases accounted for approximately 52% of total purchases. The top two suppliers accounted for 28% of total inventory purchases in 2019. No other suppliers accounted for more than 10% of total inventory purchases. Certain components of our products, particularly specialized components like castings, bolsters, trucks, wheels and axels, and certain services, such as lining capabilities, are currently only available from a limited number of suppliers. Increases in the number of railcars


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manufactured could increase the demand for such components and services and strong demand may cause industry-wide shortages if suppliers are in the process of ramping up production or reach capacity production. Our dependence on a limited number of suppliers involves risks, including limited control over pricing, availability and delivery schedules. If any one or more of our suppliers cease to provide us with sufficient quantities of our components or services in a timely manner or on terms acceptable to us, or cease to provide services or manufacture components of acceptable quality, we could incur disruptions or be limited in our production of our products and we could have to seek alternative sources for these components or services. We could also incur delays while we attempt to locate and engage alternative qualified suppliers and we might be unable to engage acceptable alternative suppliers on favorable terms, if at all. In addition, we are increasing the number of components and services we manufacture or provide ourselves, directly or through joint ventures. If we are not successful at manufacturing such components or providing such services or have production problems after transitioning to self-produced supplies, we may not be able to replace such components or services from third party suppliers in a timely manner. Any such disruption in our supply of specialized components and services or increased costs of those components or services could harm our business and adversely affect our results of operations.

We have indebtedness, which could have negative consequences to our business or results of operations.

As of August 31, 2019, our total consolidated indebtedness was approximately $860.5 million (excluding $27.1 million of debt discount and $10.6 million of debt issuance costs). As of August 31, 2019, approximately $521.5 million (excluding $5.2 million of debt issuance costs) of our consolidated indebtedness was secured. Our indebtedness consists of convertible notes, a senior secured revolving credit facility and term loans. Our level of indebtedness could have a material adverse effect on our business and make it more difficult for us to satisfy our obligations under our outstanding indebtedness and the notes. As a result of our debt and debt service obligations, we face increased risks regarding, among other things, the following:

•

our ability to borrow additional amounts or refinance existing indebtedness in the future for working capital, capital expenditures, acquisitions, debt service requirements, investments, stock repurchases, execution of our growth strategy, or other purposes may be limited or such financing may be more costly;

•

our availability of cash flow to fund working capital requirements, capital expenditures, investments, acquisitions or other strategic initiatives and other general corporate purposes because a portion of our cash flow is needed to pay principal and interest on our debt;

•

our vulnerability to competitive pressures and to general adverse economic or industry conditions, including fluctuations in market interest rates or a downturn in our business;

•

our being at a competitive disadvantage relative to our competitors that have greater financial resources than us or more flexible capital structures than us;

•

our ability to satisfy our financial obligations related to our consolidated indebtedness;

•

our additional exposure to the risk of increased interest rates as certain of our borrowings are at variable rates of interest, which could result in higher interest expense in the event of an increase in interest rates;

•

our restrictions under the restrictive covenants in our North American senior secured credit facility, our secured term loan, our other credit agreements, and any of the agreements governing our future indebtedness adversely restricting our financial and operating flexibility and subjecting us to other risks; and

•

the possibility we may suffer a material adverse effect on our business and financial condition if we are unable to service our debt or obtain additional financing, as needed.

Despite our current indebtedness levels and the restrictive covenants set forth in the agreements governing our indebtedness, if we, our subsidiaries and our joint ventures are in compliance with the covenants, we, our subsidiaries and our joint ventures may be able to incur substantially more indebtedness, including secured indebtedness, and other obligations and liabilities that do not constitute indebtedness. This could increase the risks associated with our indebtedness. As of August 31, 2019, after giving effect to issued but undrawn letters of credit, we had approximately $233.2 million of availability under our North American senior secured credit facility (based on our borrowing base as of such date) and approximately $78.3 million of availability under our European and Mexican joint venture senior secured credit facilities.

Some of our credit facilities and existing indebtedness use the London Interbank Offered Rates (LIBOR) as a benchmark for establishing interest rates. LIBOR is the subject of recent proposals for reform. These reforms


		The Greenbrier Companies 2019 Annual Report			19

may cause LIBOR to disappear entirely or to perform differently than in the past. The consequences of these developments with respect to LIBOR cannot be entirely predicted at this time, but could result in an increase in the cost of our variable rate debt.

Train derailments or other accidents or claims could subject us to legal claims that adversely impact our business, financial condition and our results of operations.

We provide a number of services which include the manufacture and supply of new railcars, wheels, components and parts and the lease and repair of railcars for our customers that transport a variety of commodities, including tank railcars that transport hazardous materials such as crude oil, ethanol and other products. In addition, we have a Regulatory Services Group which offers regulatory, engineering, process consulting and advocacy support to the tank car and petrochemical rail shipper community, among other services. We could be subject to various legal claims, including claims of negligence, personal injury, physical damage and product or service liability, or in some cases strict liability, as well as potential penalties and liability under environmental laws and regulations, in the event of a derailment or other accident involving railcars, including tank railcars. Additionally, the severity of injury or property damage arising from an incident may influence the causation responsibility analysis exposing us to potentially greater liability. If we become subject to any such claims and are unable successfully to resolve them or maintain inadequate insurance for such claims, our business, financial condition and results of operations could be materially adversely affected.

Changes in or failure to comply with legal and regulatory requirements applicable to the industries in which we operate may adversely impact our business, financial condition and results of operations.

Our operations and the industry we serve, including our customers, and our suppliers are subject to extensive regulation by governmental, regulatory and industry authorities and by federal, state, local and foreign agencies. These organizations establish, interpret, and enforce rules and regulations for the railcar industry, including construction specifications and standards for the design and manufacture of railcars; the certification of manufacturing facilities, mechanical, maintenance and related standards; and railroad safety. New rules and regulations, new legislation and new interpretations of the foregoing; actions or failures to act by regulatory agencies (including changing tank car or other rail car regulations); our inability and cost to maintain and renew operating permits, as well as enforcement actions by regulators could increase our operating costs and the operating costs of our customers and impact our financial results, demand for our products and the economic value of our assets. In addition, if we or our suppliers fail to comply with the requirements and regulations of these entities, we could face sanctions and penalties that could negatively affect our financial results.

The risks of substantial costs and liabilities related to compliance with these laws and regulations are an inherent part of our business. Despite our intention to comply with these laws and regulations, we cannot guarantee that we or our suppliers will be able to do so at all times and compliance may prove to be more costly and limiting than we currently anticipate and compliance requirements could increase in future years. These laws and regulations are complex, change frequently, are subject to evolving interpretations, and may become more stringent over time, which could impact our business, financial condition and results of operations.

In North America, regulatory changes, along with prevailing market conditions, could materially affect new tank railcar manufacturing and retrofitting activities industry-wide, including negative impacts to customer demand for our products and services. In North America additional laws and regulations have been proposed or adopted that will potentially have a significant impact on railroad operations, including the implementation of “positive train control” (PTC) requirements. PTC is a collision avoidance technology intended to override engineer controlled locomotives and stop certain types of train accidents. While certain of these legal and regulatory changes could result in increased levels of railcar repair or refurbishment work and/or new tank car manufacturing activity, if we are unable to manage to adapt our business successfully to changing regulations, our business and results of operations could be adversely affected.

In Europe, changes to the process for obtaining regulatory approval for the operation of new or modified railcars may make it more difficult for us to deliver products to our customers in a timely manner. The EU approval


20		The Greenbrier Companies 2019 Annual Report

regime has recently been modified to replace country specific approvals with a single, harmonized EU process. While the changes are expected to streamline the process over time, the switch could result in short term delays in wagon certification, when compared to the current system, which may have an adverse effect on our business and results of operations.

An adverse outcome in any pending or future litigation or investigation could negatively impact our business and results of operations.

We are a defendant in several pending cases in various jurisdictions. If we are unsuccessful in resolving these claims, our business and results of operations could be adversely affected. In addition, future claims that may arise relating to any pending or new matters, whether brought against us or initiated by us against third parties, could distract management’s attention from business operations and increase our legal and related costs, which could also negatively impact our business and results of operations.

In connection with the acquisition of the manufacturing business of ARI, we agreed to assume potential legacy liabilities (known and unknown) related to railcars manufactured by ARI. Among these potential liabilities are certain retrofit and repair obligations arising from regulatory actions by the Federal Railroad Administration and the Association of American Railroads. In some cases, ARI shares with us the costs of these retrofit and repair obligations. We currently are not able to determine if any of these liabilities will have a material adverse impact on our results of operations.

Risks related to potential misconduct by employees may adversely impact us.

Our employees may engage in misconduct, fraud or other improper activities, including noncompliance with our policies or regulatory standards and requirements, which could subject us to regulatory sanctions and reputational damage and materially harm our business. It is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not be effective in controlling unknown or unmanaged risks or losses, including risks associated with harassment, as well as whistleblower complaints and litigation. There can be no assurance that we will succeed in preventing misconduct by employees in the future. In addition, the investigation of alleged misconduct disrupts our operations and may harm the public’s perception of our company, which may be costly. Any such events in the future may have a material adverse impact on our financial condition or results of operations.

Some of our employees belong to labor unions and strikes or work stoppages could adversely affect our operations.

We are a party to collective bargaining agreements with various labor unions at some of our operations. Disputes with regard to the terms and conditions of these agreements or our potential inability to negotiate acceptable contracts with these unions in the future could result in, among other things, strikes, work stoppages or other slowdowns by the affected workers. We cannot be assured that our relations with our workforce will remain positive. Union organizers are actively working to organize employees at some of our other facilities. If our workers were to engage in a strike, work stoppage or other slowdown, or other employees were to become unionized or the terms and conditions in future labor agreements were renegotiated, or if union representation is implemented at such sites and we are unable to agree with the union on reasonable employment terms, including wages, benefits, and work rules, we could experience a significant disruption of our operations and incur higher ongoing labor costs. In addition, we could face higher labor costs in the future as a result of severance or other charges associated with lay-offs, shutdowns or reductions in the size and scope of our operations or due to the difficulties of restarting our operations that have been temporarily suspended.

Our stock price has been volatile and may continue to experience large fluctuations.

The price of our common stock has experienced rapid and significant price fluctuations. Our stock price ranged from a low of $21.30 per share to a high of $64.87 per share for the year ended August 31, 2019 and a low of


		The Greenbrier Companies 2019 Annual Report			21

$41.95 per share to a high of $60.90 per share for the year ended August 31, 2018. The price for our common stock is likely to continue to be volatile and subject to price and volume fluctuations in response to market and other factors, including the factors discussed elsewhere in these risk factors and the following:

•

quarter-to-quarter variations in our operating results;

•

the depth and liquidity of the market for our common stock;

•

shortfalls in revenue or earnings from levels expected by securities analysts and investors, including the level of our backlog and number of orders received during the period;

•

changes in securities analysts’ estimates of our future performance;

•

shareholder activism;

•

dissemination of false or misleading statements through the use of social and other media to discredit us, disparage our products or to harm our reputation;

•

any developments that materially impact investors’ or customers’ perceptions of our business prospects;

•

dilution resulting from our sale of additional shares of common stock or from the conversion of convertible notes;

•

changes in governmental regulation;

•

significant railcar industry announcements or developments;

•

the introduction of new products or technologies by us or our competitors;

•

actual or anticipated variations in our or our competitors’ quarterly or annual financial results;

•

the general health and outlook of our industry;

•

general financial and other market conditions; and

•

domestic and international economic conditions.

In addition, public stock markets have experienced, and may in the future experience, extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to, or that disproportionately impact, the operating performance of these companies and may adversely affect the price of our common stock. These broad market fluctuations may adversely affect the market price of our common stock in the future.

A material decline in the price of our common stock may result in the assertion of certain claims against us, and/or the commencement of inquiries and/or investigations against us. A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock, a reduction in our ability to raise capital, and the inability of investors to obtain a favorable selling price for their shares. Any reduction in our ability to raise equity capital in the future may force us to reallocate funds from other planned uses and could have a significant negative effect on our business plans and operations.

Following periods of volatility in the market price of their stock, historically many companies have been the subject of securities class action litigation. If we became involved in securities class action litigation in the future, it could result in substantial costs and diversion of our management’s attention and our resources and could harm our stock price, business, prospects, financial condition and results of operations.

Our product and service warranties could expose us to potentially significant claims.

We offer our customers limited warranties for many of our products and services. Accordingly, we may be subject to significant warranty claims in the future, such as multiple claims based on one defect repeated throughout our production or servicing processes, claims for which the cost of repairing the defective part is highly disproportionate to the original cost of the part or defects in railcars or services which we discover in the future resulting in increased warranty costs or litigation. Additionally, warranty and product support terms may expand beyond those which have traditionally prevailed in the rail supply industry. These types of warranty claims could result in costly product recalls, customers seeking monetary damages, significant repair costs and damage to our reputation.

If warranty claims attributable to actions of third party component manufacturers are not recoverable from such parties due to their poor financial condition or other reasons, we could be liable for warranty claims and other risks for using these materials in our products.


22		The Greenbrier Companies 2019 Annual Report

Many of our products are sold to third parties who may misuse, improperly install or improperly or inadequately maintain or repair such products thereby potentially exposing us to claims that could increase our costs and weaken our financial condition.

The products we manufacture are designed to work optimally when properly operated, installed, repaired, maintained and used to transport the intended cargo. When this does not occur, we may be subjected to claims or litigation associated with product damage, injuries or property damage that could increase our costs and weaken our financial condition.

Our financial performance and market value could cause future write-downs of goodwill or intangibles in future periods.

We are required to perform an annual impairment review of goodwill and indefinite lived assets which could result in an impairment charge if it is determined that the carrying value of the asset is in excess of the fair value. We perform a goodwill impairment test annually during our third quarter. Goodwill is also tested more frequently if changes in circumstances or the occurrence of events indicates that a potential impairment exists.

When we have continued underperforming operations or 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 and increased cash flows over time. If actual operating results were to differ from these assumptions, it may result in an impairment of goodwill. As of August 31, 2019, we had $86.6 million of goodwill in our Manufacturing segment and $43.3 million in our Wheels, Repair & Parts segment. Impairment charges to our goodwill or our indefinite lived assets would impact our results of operations. Future write-downs of goodwill and intangibles could affect certain of the financial covenants under debt instruments and could restrict our financial flexibility. In the event of goodwill impairment, we may have to test other assets for impairment.

The conversion of our outstanding convertible notes could result in substantial dilution to our current stockholders.

We have the option to settle outstanding convertible notes in cash, although if we opt not to or do not have the ability to settle outstanding convertible notes in cash, the conversion of some or all of our convertible notes may dilute the ownership interests of existing stockholders. Any sales in the public market of the common stock issuable upon the conversion of the notes could adversely affect prevailing market prices of our common stock. In addition, the existence of the notes may encourage short selling by market participants, because the conversion of the notes could depress the price of our common stock.

We are a holding company with no independent operations. Our ability to meet our obligations depends upon the performance of our subsidiaries and our joint ventures and their ability to make distributions to us.

As a holding company, we are dependent on the earnings and cash flows of, and dividends, distributions, loans or advances from, our subsidiaries and joint ventures to generate the funds necessary to meet certain of our obligations including the payment of principal, of premium, if any, and interest on debt obligations. Any payment of dividends, distributions, loans or advances to us by our subsidiaries could be subject to statutory restrictions on dividends or repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which our subsidiaries operate. In addition, many of our subsidiaries and our joint ventures are parties to credit facilities that contain restrictions on the timing and amount of any payment of dividends, distributions, loans or advances that our subsidiaries may make to us. Under certain circumstances, some or all of our subsidiaries may be prohibited from making any such payments.


		The Greenbrier Companies 2019 Annual Report			23

Our governing documents, the terms of our 2.875% Convertible Notes, 2.25% Convertible Notes and Oregon law contain certain provisions that could prevent or make more difficult an attempt to acquire us.

Our Articles of Incorporation and Bylaws, as currently in effect, contain certain provisions that may have anti-takeover effects, including:

•

a classified Board of Directors, with each class containing as nearly as possible one-third of the total number of members of the Board of Directors and the members of each class serving for staggered three-year terms;

•

a vote of at least 55% of our voting securities to amend, repeal or adopt an inconsistent provision of certain provisions of our Articles of Incorporation;

•

no less than 120 days’ advance notice with respect to nominations of directors or other matters to be voted on by stockholders other than by or at the direction of the Board of Directors;

•

removal of directors only for cause;

•

the calling of special meetings of stockholders only by the president, a majority of the Board of Directors or the holders of not less than 25% of all votes entitled to be cast on the matters to be considered at such meeting;

•

the issuance of preferred stock by our board without further action by the shareholders; and

•

the availability under the Articles of Series A participating preferred stock that may be issuable.

The provisions discussed above could have anti-takeover effects because they may delay, defer or prevent an unsolicited acquisition proposal that some, or a majority, of our stockholders might believe to be in their best interests or in which stockholders might receive a premium for their common stock over the then-prevailing market price.

The Oregon Control Share Act and business combination law could limit parties who acquire a significant amount of voting shares from exercising control over us for specific periods of time. These acts could lengthen the period for a proxy contest or for a stockholder to vote their shares to elect the majority of our Board and change management. Additionally, the terms of our 2.875% Convertible Notes provide for the acceleration, at the lenders option, of all outstanding principal and interest owed on the notes upon a change of control of our company. The rights afforded to our creditors under this indenture could increase the cost of any potential acquisition of our company and have a resulting chilling effect on interest in acquiring our company.

These restrictions and provisions could have the effect of dissuading other stockholders or third parties from contesting director elections or attempting certain transactions with us, including, without limitation, acquisitions, which could cause investors to view our securities as less attractive investments and reduce the market price of our common stock and the notes.

Payments of cash dividends on our common stock may be made only at the discretion of our Board of Directors and may be restricted by Oregon law.

Any decision to pay dividends will be at the discretion of our Board of Directors and will depend upon our operating results, strategic plans, capital requirements, financial condition, provisions of our borrowing arrangements and other factors our Board of Directors considers relevant. Furthermore, Oregon law imposes restrictions on our ability to pay dividends. Accordingly, we may not be able to continue to pay dividends in any given amount in the future, or at all.

Fluctuations in foreign currency exchange rates could lead to increased costs and lower profitability.

Outside of the U.S., we primarily conduct business in Mexico and Europe and our non-U.S. businesses conduct their operations in local currencies and other regional currencies. We also source materials worldwide. Fluctuations in exchange rates may affect demand for our products in foreign markets or our cost competitiveness and may adversely affect our profitability. Although we attempt to mitigate a portion of our exposure to changes in currency rates through currency rate hedge contracts and other activities, these efforts cannot fully eliminate the risks associated with the foreign currencies. In addition, some of our borrowings are in foreign currency, giving rise to risk from fluctuations in exchange rates. A material or adverse change in exchange rates could result in significant deterioration of profits or in losses for us.


24		The Greenbrier Companies 2019 Annual Report

We may need to raise additional capital to operate our business and achieve our business objectives, which could result in dilution to investors.

We require substantial working capital to fund our business. If additional funds are raised through the issuance of equity securities, the percentage ownership held by our stockholders would be reduced and these equity securities may have rights, preferences or privileges senior to those of our common stock. We evaluate opportunities to access the capital markets taking into account our financial condition and other relevant considerations. Additional financing may not be available when needed, on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, we may be unable to develop or enhance our business, take advantage of future opportunities or respond to competitive pressures, which would harm our business, financial condition and results of operations.

Our business and operations could be negatively affected if we become subject to shareholder activism, which could cause us to incur significant expense, hinder execution of our business strategy and impact our stock price.

Shareholder activism, which could take many forms and arise in a variety of situations, has been increasing in publicly traded companies recently. Shareholder activism, including potential proxy contests, could result in substantial costs and divert management’s and our Board of Directors’ attention and resources from our business. Additionally, such shareholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, we may be required to incur significant legal fees and other expenses related to activist shareholder matters. Our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any shareholder activism.

We are subject to cybersecurity risks and may incur increasing costs in an effort to minimize those risks.

Our business employs systems and websites that allow for the storage and transmission of proprietary or confidential information regarding our customers, employees, job applicants and other parties, including financial information, intellectual property and personal identification information. Security breaches and other disruptions could compromise our information, expose us to liability and harm our reputation and business. The steps we take to deter and mitigate these risks may not be successful. We may not have the resources or technical sophistication to anticipate or prevent current or rapidly evolving types of cyber-attacks. Attacks may be targeted at us, our customers, or others who have entrusted us with information. Actual or anticipated attacks may cause us to incur increasing costs, including costs to deploy additional personnel and protection technologies, train employees, and engage third-party experts or consultants. Advances in computer capabilities, or other technological developments may result in the technology and security measures used by us to protect transaction or other data being breached or compromised. In addition, data and security breaches can also occur as a result of non-technical issues, including intentional or inadvertent breach by our employees or by persons with whom we have commercial relationships. Any compromise or breach of our security could result in a violation of applicable privacy and other laws, legal and financial exposure, negative impacts on our customers’ willingness to transact business with us and a loss of confidence in our security measures, which could have an adverse effect on our results of operations and our reputation.

Updates or changes to our information technology systems may result in problems that could negatively impact our business.

We have information technology systems, comprising hardware, network, software, people, processes and other infrastructure that are important to the operation of our businesses. We continue to evaluate and implement upgrades and changes to information technology systems that support substantially all of our operating and financial functions. We could experience problems in connection with such implementations, including compatibility issues, training requirements, higher than expected implementation costs and other integration


		The Greenbrier Companies 2019 Annual Report			25

challenges and delays. A significant problem with an implementation, integration with other systems or ongoing management and operation of our systems could negatively impact our business by disrupting operations. Such a problem could also have an adverse effect on our ability to generate and interpret accurate management and financial reports and other information on a timely basis, which could have a material adverse effect on our financial reporting system and internal controls and adversely affect our ability to manage our business.

If we are unable to protect our intellectual property and prevent its improper use by third parties or if third parties assert that our products or services infringe their intellectual property rights, our ability to compete in the market may be harmed, and our business and financial condition may be adversely affected.

The protection of our intellectual property is important to our business. We rely on a combination of trademarks, copyrights, patents and trade secrets to protect our intellectual property. However, these protections might be inadequate. Our pending or future trademark, copyright and patent applications might not be approved or, if allowed, might not be sufficiently broad. If our intellectual property rights are not adequately protected we may not be able to commercialize our technologies, products or services and our competitors could commercialize our technologies, which could result in a decrease in our sales and market share and could materially adversely affect our business, financial condition and results of operations. Conversely, third parties might assert that our products, services, or other business activities infringe their patents or other intellectual property rights. Infringement and other intellectual property claims and proceedings brought against us, whether successful or not, could result in substantial costs and harm our reputation. Such claims and proceedings can also distract and divert our management and key personnel from other tasks important to the success of our business. In addition, intellectual property litigation or claims could force us to cease selling or using products that incorporate the asserted intellectual property, which would adversely affect our revenues, or cause us to pay substantial damages for past use of the asserted intellectual property or to pay substantial fees to obtain a license from the holder of the asserted intellectual property, which license may not be available on reasonable terms, if at all. In the event of an adverse determination in an intellectual property suit or proceeding, or our failure to license essential technology or redesign our products so as not to infringe third party intellectual property rights, our sales could be harmed and our costs could increase, which could materially adversely affect our business, financial condition and results of operations.

We could be liable for physical damage, business interruption or product liability claims that exceed our insurance coverage.

The nature of our business subjects us to physical damage, business interruption and product liability claims, especially in connection with the repair and manufacture of products that carry hazardous or volatile materials. Although we maintain liability insurance coverage at commercially reasonable levels compared to similarly sized heavy equipment manufacturers, an unusually large physical damage, business interruption or product liability claim or a series of claims based on a failure repeated throughout our production process could exceed our insurance coverage or result in damage to our reputation, which could materially adversely impact our financial condition and results of operations.

We could be unable to procure adequate insurance on a cost-effective basis in the future.

The ability to insure our businesses, facilities and rail assets is an important aspect of our ability to manage risk. As there are only limited providers of this insurance to the railcar industry, there is no guarantee that such insurance will be available on a cost-effective basis in the future. In addition, we cannot assure that our insurance carriers will be able to pay current or future claims.

Changes in accounting standards or inaccurate estimates or assumptions in the application of accounting policies could adversely affect our financial results.

Our accounting policies and methods are fundamental to how we record and report our financial condition and results of operations. Some of these policies require use of estimates and assumptions that may affect the


26		The Greenbrier Companies 2019 Annual Report

reported value of our assets or liabilities and financial results and are critical because they require management to make difficult, subjective, and complex judgments about matters that are inherently uncertain. Accounting standard setters and those who interpret the accounting standards (such as the Financial Accounting Standards Board, the SEC, and our independent registered public accounting firm) may amend or even reverse their previous interpretations or positions on how these standards should be applied. In some cases, we could be required to apply a new or revised standard retrospectively, resulting in the revision of prior period financial statements. Changes in accounting standards can be hard to predict and can materially impact how we record and report our financial condition and results of operations.

Fires, natural disasters, severe weather conditions or public health crises could disrupt our business and result in loss of revenue or higher expenses.

Any serious disruption at any of our facilities due to fire, hurricane, earthquake, flood, other severe weather events or any other natural disaster, or an epidemic or other public health crisis, or a panic reaction to a perceived health risk, could impair our ability to use our facilities and have a material adverse impact on our revenues and increase our costs and expenses. If there is a natural disaster or other serious disruption at any of our facilities, particularly at any of our Mexican or Arkansas facilities, it could impair our ability to adequately supply our customers, cause a significant disruption to our operations, cause us to incur significant costs to relocate or reestablish these functions and negatively impact our operating results. While we insure against certain business interruption risks, such insurance may not adequately compensate us for any losses incurred as a result of natural or other disasters.

Unusual weather conditions may reduce demand for our wheel-related parts and repair services.

Performing railcar wheel repair and replacing railcar wheels represents a portion of our business. Seasonal fluctuations in weather conditions may lead to greater variation in our quarterly operating results as unusually mild weather conditions will generally lead to lower demand for our wheel-related products and services. In addition, unusually mild weather conditions throughout the year may reduce overall demand for our wheel-related products and repair services. If occurring for prolonged periods, such weather could have an adverse effect on our business, results of operations and financial condition.

Business, regulatory, and legal developments regarding climate change may affect the demand for our products or the ability of our critical suppliers to meet our needs.

Scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases (GHGs) including carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere and other climate changes. Legislation and new rules to regulate emission of GHGs have been introduced in numerous state legislatures, the U.S. Congress, and by the EPA. Some of these proposals would require industries to meet stringent new standards that may require substantial reporting of GHGs and other carbon intensive activities in addition to potentially mandating reductions in our carbon emissions. While we cannot assess the direct impact of these or other potential regulations, we recognize that new climate change reporting or compliance protocols could affect our operating costs, the demand for our products and/or affect the price of materials, input factors and manufactured components which could impact our margins. Potential opportunities could include greater demand for certain types of railcars, while potential challenges could include decreased demand for certain types of railcars or other products and higher energy costs. Other adverse consequences of climate change could include an increased frequency of severe weather events and rising sea levels that could affect operations at our manufacturing facilities, the price of insuring company assets, or other unforeseen disruptions of our operations, systems, property or equipment.

Repercussions from terrorist activities or armed conflict could harm our business.

Terrorist activities, anti-terrorist efforts, civil unrest, crime and other armed conflict involving the U.S. or its interests abroad may adversely affect the U.S. and global economies, potentially preventing us from meeting our


		The Greenbrier Companies 2019 Annual Report			27

financial and other obligations. In particular, the negative impacts of these events may affect the industries in which we operate. This could result in delays in or cancellations of the purchase of our products or shortages in raw materials, parts, or components. Any of these occurrences could have a material adverse impact on our financial results.

Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our financial condition and profitability and we may take tax positions that the Internal Revenue Service or other tax authorities may contest.

We are subject to income taxes in both the United States and foreign jurisdictions. Significant judgments and estimates are required to be made in determining our worldwide provision for income taxes. Changes in estimates of projected future operating results, loss of deductibility of items, recapture of prior deductions (including related to interest on convertible notes), limitations on our ability to utilize tax net operating losses in the future or changes in assumptions regarding our ability to generate future taxable income could result in significant increases to our tax expense and liabilities that could adversely affect our financial condition and profitability.

We have in the past and may in the future take tax positions that the Internal Revenue Service (IRS) or other tax authorities may contest. We are required by an IRS regulation to disclose particular tax positions to the IRS as part of our tax returns for that year and future years. If the IRS or other tax authorities successfully contests a tax position that we take, we may be required to pay additional taxes, interest or fines that may adversely affect our results of operations and financial position.

Some of our customers place orders for our products in reliance on their ability to utilize tax benefits or tax credits any of which benefits or credits could be discontinued thereby reducing incentives for our customers to purchase our rail products.

There is no assurance that tax authorities will reauthorize, modify, or prevent the expiration of tax benefits, tax credits, or other policies aimed to incentivize the purchase of our products. If such incentives are discontinued or diminished, the demand for our products could decrease, thereby creating the potential for a material adverse effect on our financial condition or results of operations.

Our share repurchase program is intended to enhance long-term shareholder value although we cannot guarantee this will occur and this program may be suspended or terminated at any time.

The Board of Directors has authorized our company to repurchase our common stock through a share repurchase program. Our share repurchase program may be modified, suspended or discontinued at any time without prior notice. Although the share repurchase program is intended to enhance long-term shareholder value, we cannot provide assurance that this will occur.


28		The Greenbrier Companies 2019 Annual Report

Item 1B.

UNRESOLVED STAFF COMMENTS

None.

Item 2.

PROPERTIES

We operate at the following primary facilities as of August 31, 2019:


Description	Location	Status
Manufacturing Segment

Operating facilities:	6 locations in the United States	Owned
	3 locations in Mexico	Owned – 2 locations Leased – 1 location
	3 locations in Poland	Owned
	3 locations in Romania	Owned
	1 location in Turkey	Owned

Administrative offices:	2 locations in the United States	Leased

Wheels, Repair & Parts Segment

Operating facilities:	21 locations in the United States	Leased – 11 locations Owned – 9 locations Customer premises – 1 location

Administrative offices:	Birmingham, Alabama	Leased

Leasing & Services Segment

Corporate offices, railcar marketing and leasing activities:	Lake Oswego, Oregon	Leased

We believe that our facilities are in good condition and that the facilities, together with anticipated capital improvements and additions, are adequate to meet our operating needs for the foreseeable future. We continually evaluate our facilities in order to remain competitive and to take advantage of market opportunities.

Item 3.

LEGAL PROCEEDINGS

There is hereby incorporated by reference the information disclosed in Note 23 – Commitments and Contingencies to Consolidated Financial Statements, Part II, Item 8 of this Form 10-K.

Item 4.

MINE SAFETY DISCLOSURES

Not applicable.


		The Greenbrier Companies 2019 Annual Report			29

Information about our Executive Officers

Current information regarding our executive officers is presented below.

William A. Furman, 75, is Chief Executive Officer and Chairman of the Board of Directors. Mr. Furman has served as Chief Executive Officer since 1994, and as Chairman of the Board of Directors since January 2014. Mr. Furman was Vice President of the Company, or its predecessor company, from 1974 to 1994 and President of the Company from 1994 to 2019.

Martin R. Baker, 63, is Senior Vice President, General Counsel and Chief Compliance Officer, a position he has held since joining the Company in May 2008. Prior to joining the Company, Mr. Baker was Corporate Vice President, General Counsel and Secretary of Lattice Semiconductor Corporation.

Alejandro Centurion, 63, is Executive Vice President of the Company and President of Greenbrier Manufacturing Operations, a position he has held since January 2015. Mr. Centurion has served in various management positions for the Company since 2005, most recently as President of North American Manufacturing Operations.

Brian J. Comstock, 57, is Executive Vice President, Sales and Marketing, a position he has held since April 2018. Mr. Comstock has served in various management positions for the Company since 1998, most recently as Senior Vice President and General Manager of Commercial, Americas.

Adrian J. Downes, 56, is Senior Vice President, Chief Financial Officer and Chief Accounting Officer. Mr. Downes has served as Senior Vice President and Chief Accounting Officer since joining the Company in March 2013. Mr. Downes was promoted to Acting Chief Financial Officer in August 2018 and was promoted to Chief Financial Officer in May 2019.

Anne T. Manning, 56, is Vice President and Corporate Controller, a position she has held since November 2007. Ms. Manning has served in various financial management positions for the Company since 1995.

Mark J. Rittenbaum, 62, is Executive Vice President, Chief Commercial and Leasing Officer, a position he has held since February 2016. Mr. Rittenbaum has served in various management positions for the Company since 1990, most recently as Executive Vice President and Chief Financial Officer.

Lorie L. Tekorius, 52, is President and Chief Operating Officer. Ms. Tekorius has served as Chief Operating Officer since August 2018 and was promoted to President in August 2019. Ms. Tekorius has served in various management positions for the Company since 1995, most recently as Executive Vice President and Chief Operating Officer and prior to that, as Executive Vice President and Chief Financial Officer.

Executive officers are designated by the Board of Directors. There are no family relationships among any of the executive officers of the Company.


30		The Greenbrier Companies 2019 Annual Report

PART II

Item 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock has been traded on the New York Stock Exchange under the symbol GBX since July 14, 1994. There were approximately 533 holders of record of common stock as of October 22, 2019.

Issuer Purchases of Equity Securities

The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. The share repurchase program has an expiration date of March 31, 2021 and the amount remaining for repurchase is $100 million. 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 program may be modified, suspended or discontinued at any time without prior notice. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.

There were no shares repurchased under the share repurchase program during the quarter ended August 31, 2019.

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

June 1, 2019 – June 30, 2019

–

100,000,000

July 1, 2019 – July 31, 2019

–

100,000,000

August 1, 2019 – August 31, 2019

–

100,000,000

–


		The Greenbrier Companies 2019 Annual Report			31

Performance Graph

The following graph demonstrates a comparison of cumulative total returns for the Company’s Common Stock, the Dow Jones U.S. Industrial Transportation Index and the Standard & Poor’s (S&P) 500 Index. The graph assumes an investment of $100 on August 31, 2014 in each of the Company’s Common Stock and the stocks comprising the indices. Each of the indices assumes that all dividends were reinvested and that the investment was maintained to and including August 31, 2019, the end of the Company’s 2019 fiscal year.

The comparisons in this table are required by the SEC, and therefore, are not intended to forecast or be indicative of possible future performance of our Common Stock.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among The Greenbrier Companies, Inc., the S&P 500 Index

and the Dow Jones US Industrial Transportation Index

LOGO

*$100 invested on 8/31/14 in stock or index, including reinvestment of dividends.

Fiscal year ending August 31.

Equity Compensation Plan Information

Equity Compensation Plan Information is hereby incorporated by reference to the “Equity Compensation Plan Information” table in Registrant’s definitive Proxy Statement to be filed pursuant to Regulation 14A, which Proxy Statement is anticipated to be filed with the Securities and Exchange Commission within 120 days after the end of the Registrant’s year ended August 31, 2019.


32		The Greenbrier Companies 2019 Annual Report

Item 6.

SELECTED FINANCIAL DATA


	YEARS ENDED AUGUST 31,
(In thousands, except unit and per share data)	2019			2018			2017			2016		2015
Statement of Operations Data
Revenue:
Manufacturing	$	2,431,499		$	2,044,586		$	1,725,188		$	2,096,331	$	2,136,051
Wheels, Repair & Parts		444,502			347,023			312,679			322,395		371,237
Leasing & Services		157,590			127,855			131,297			260,798		97,990

	$	3,033,591		$	2,519,464		$	2,169,164		$	2,679,524	$	2,605,278

Earnings from operations	$	184,116		$	252,985		$	260,432		$	408,552	$	386,892

Net earnings attributable to Greenbrier	$	71,076	⁽¹⁾	$	151,781	⁽²⁾	$	116,067	⁽²⁾	$	183,213	$	192,832

Basic earnings per common share attributable to Greenbrier:	$	2.18		$	4.92		$	3.97		$	6.28	$	6.85
Diluted earnings per common share attributable to Greenbrier:	$	2.14		$	4.68		$	3.65		$	5.73	$	5.93
Weighted average common shares outstanding:
Basic		32,615			30,857			29,225			29,156		28,151
Diluted		33,165			32,835			32,562			32,468		33,328
Cash dividends paid per share	$	1.00		$	0.96		$	0.86		$	0.81	$	0.60

Balance Sheet Data
Total assets	$	2,990,637		$	2,465,464		$	2,397,705		$	1,835,774	$	1,787,452
Revolving notes and notes payable, net	$	850,000		$	463,930		$	562,552		$	301,853	$	374,258
Total equity	$	1,441,697		$	1,384,215		$	1,178,893		$	1,016,827	$	863,489

Other Operating Data
New railcar units delivered		22,500			19,000			15,700			20,300		21,100
New railcar backlog (units)		30,300			27,400			28,600			27,500		41,300
New railcar backlog	$	3,280,000		$	2,740,000		$	2,800,000		$	3,190,000	$	4,710,000
Lease fleet:
Units managed		380,000			357,000			336,000			264,000		260,000
Units owned		9,400			8,100			8,300			8,900		9,300

Cash Flow Data
Capital expenditures:
Manufacturing	$	85,155		$	59,707		$	54,973		$	51,294	$	84,354
Wheels, Repair & Parts		13,291			5,204			3,129			10,190		9,381
Leasing & Services		99,787			111,937			27,963			77,529		12,254

	$	198,233		$	176,848		$	86,065		$	139,013	$	105,989

Proceeds from sale of assets	$	125,427		$	153,224		$	24,149		$	103,715	$	5,295

Depreciation and amortization:
Manufacturing	$	49,240		$	44,225		$	33,807		$	27,137	$	20,668
Wheels, Repair & Parts		13,024			10,771			11,143			11,971		11,748
Leasing & Services		21,467			19,360			20,179			24,237		12,740

	$	83,731		$	74,356		$	65,129		$	63,345	$	45,156

⁽¹⁾	2019 includes a non-cash goodwill impairment charge of $10.0 million related to the Company’s repair operations.

⁽²⁾

2018 and 2017 includes the Company’s portion of non-cash goodwill impairment charges taken by GBW. As the Company accounted for GBW under the equity method of accounting, its 50% share of the non-cash goodwill impairment losses recognized by GBW was $9.5 million after-tax in 2018 and $3.5 million after-tax in 2017.


		The Greenbrier Companies 2019 Annual Report			33

Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

We operate in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Our segments are operationally integrated. The Manufacturing segment, which currently operates from facilities in the U.S., Mexico, Poland, Romania and Turkey, produces double-stack intermodal railcars, tank cars, conventional railcars, automotive railcar products and marine vessels. The Wheels, Repair & Parts segment performs wheel and axle servicing; railcar repair, refurbishment and maintenance; as well as production of a variety of parts for the rail industry in North America. The Leasing & Services segment owns approximately 9,400 railcars and provides management services for approximately 380,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America as of August 31, 2019. Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil and a lease financing warehouse.

Our total manufacturing backlog of railcar units as of August 31, 2019 was approximately 30,300 units with an estimated value of $3.28 billion. Approximately 3% of backlog units and 2% of estimated backlog value as of August 31, 2019 was associated with our Brazilian manufacturing operations which is accounted for under the equity method. Backlog as of August 31, 2019 reflects the transfer of 10,600 units from ARI and the removal of 3,500 small cube covered hoppers for sand service for which we realized negotiated economic benefits. Remaining backlog does not include any other orders for the sand market. Backlog units for lease may be syndicated to third parties or held in our own fleet depending on a variety of factors. 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 and pricing will be determined in the future, which may impact backlog. Marine backlog as of August 31, 2019 was $100 million.

On July 26, 2019 we completed our acquisition of the manufacturing business of ARI. In connection with the acquisition, we acquired two railcar manufacturing facilities in Arkansas, as well as manufacturing and administrative employees in Missouri. We also acquired other facilities which produce a range of railcar components and parts, creating enhanced vertical integration for our manufacturing operations.


34		The Greenbrier Companies 2019 Annual Report

Overview

Revenue, Cost of revenue, Margin and Earnings from operations presented below, include amounts from external parties and exclude intersegment activity that is eliminated in consolidation.


	Years ended August 31,
(In thousands)	2019			2018			2017
Revenue:
Manufacturing	$	2,431,499		$	2,044,586		$	1,725,188
Wheels, Repair & Parts		444,502			347,023			312,679
Leasing & Services		157,590			127,855			131,297

		3,033,591			2,519,464			2,169,164
Cost of revenue:
Manufacturing		2,137,625			1,727,407			1,373,967
Wheels, Repair & Parts		420,890			318,330			288,336
Leasing & Services		108,590			64,672			85,562

		2,667,105			2,110,409			1,747,865
Margin:
Manufacturing		293,874			317,179			351,221
Wheels, Repair & Parts		23,612			28,693			24,343
Leasing & Services		49,000			63,183			45,735

		366,486			409,055			421,299
Selling and administrative		213,308			200,439			170,607
Net gain on disposition of equipment		(40,963	)		(44,369	)		(9,740	)
Goodwill impairment		10,025			—			—

Earnings from operations		184,116			252,985			260,432
Interest and foreign exchange		30,912			29,368			24,192

Earnings before income tax and loss from unconsolidated affiliates		153,204			223,617			236,240
Income tax expense		(41,588	)		(32,893	)		(64,014	)

Earnings before loss from unconsolidated affiliates		111,616			190,724			172,226
Loss from unconsolidated affiliates		(5,805	)		(18,661	)		(11,764	)

Net earnings		105,811			172,063			160,462
Net earnings attributable to noncontrolling interest		(34,735	)		(20,282	)		(44,395	)

Net earnings attributable to Greenbrier	$	71,076		$	151,781		$	116,067

Diluted earnings per common share	$	2.14		$	4.68		$	3.65

Performance for our segments is evaluated based on Earnings from operations (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.


	Years ended August 31,
(In thousands)	2019			2018			2017
Operating profit (loss):
Manufacturing	$	217,583		$	240,901		$	295,334
Wheels, Repair & Parts		(2,941	)		16,731			14,984
Leasing & Services		64,763			88,481			31,904
Corporate		(95,289	)		(93,128	)		(81,790	)

	$	184,116		$	252,985		$	260,432


		The Greenbrier Companies 2019 Annual Report			35

Consolidated Results


	Years ended August 31,						2019 vs 2018						2018 vs 2017
(In thousands)	2019		2018		2017		Increase (Decrease)			% Change			Increase (Decrease)		% Change
Revenue	$	3,033,591	$	2,519,464	$	2,169,164	$	514,127			20.4	%	$	350,300		16.1%
Cost of revenue	$	2,667,105	$	2,110,409	$	1,747,865	$	556,696			26.4	%	$	362,544		20.7%
Margin (%)		12.1%		16.2%		19.4%		(4.1%)			*			(3.2%)		*
Net earnings attributable to Greenbrier	$	71,076	$	151,781	$	116,067	$	(80,705	)		(53.2%)		$	35,714		30.8%

*	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 20.4% increase in revenue in 2019 compared to 2018 was primarily due to an 18.9% increase in Manufacturing revenue. The increase in Manufacturing revenue was primarily attributed to an 18.4% increase in the volume of railcar deliveries and a change in product mix. The increase in revenue was also due to a 28.1% increase in Wheels, Repair & Parts revenue primarily due to 2019 including $87.5 million in revenue associated with the repair shops returned to us after discontinuing the GBW joint venture in August 2018. The 16.1% increase in 2018 as compared to 2017 was primarily due to an 18.5% increase in Manufacturing revenue. The increase in Manufacturing revenue was primarily due to a 21.0% increase in the volume of railcar deliveries and a change in product mix. The increase was also attributed to an 11.0% increase in Wheels, Repair & Parts revenue primarily as a result of higher wheel set and component volumes due to an increase in demand and an increase in scrap metal pricing.

The 26.4% increase in cost of revenue in 2019 compared to 2018 was primarily due to a 23.7% increase in Manufacturing cost of revenue. The increase in Manufacturing cost of revenue was primarily attributed to an 18.4% increase in the volume of railcar deliveries and operating inefficiencies at some of our manufacturing facilities. The increase in cost of revenue was also due to a 32.2% increase in Wheels, Repair & Parts cost of revenue primarily due to 2019 including $97.3 million in costs associated with the repair shops returned to us after discontinuing the GBW joint venture in August 2018. The 20.7% increase in cost of revenue for 2018 as compared to 2017 was primarily due to a 25.7% increase in Manufacturing cost of revenue. The increase in Manufacturing cost of revenue was primarily due to a 21.0% increase in the volume of railcar deliveries and a change in product mix. The increase was also attributed to a 10.4% increase in Wheels, Repair & Parts cost of revenue primarily due to higher wheel set and component costs associated with increased volumes.

Margin as a percentage of revenue was 12.1% in 2019 and 16.2% in 2018. The overall margin as a percentage of revenue was negatively impacted by a decrease in Manufacturing margin to 12.1% from 15.5% primarily attributed to a change in product mix and operating inefficiencies at some of our manufacturing facilities. The decrease was also due to a decrease in Leasing & Services margin to 31.1% from 49.4%. Margin for 2019 was negatively impacted from higher sales of railcars that we purchased from third parties which have lower margin percentages. Overall margin as a percentage of revenue was 16.2% for 2018 and 19.4% for 2017. The overall margin as a percentage of revenue was negatively impacted by a decrease in Manufacturing margin to 15.5% from 20.4% primarily attributed to a change in product mix. This was partially offset by an increase in Leasing & Services margin to 49.4% from 34.8%. Leasing & Services margin percentage in 2018 benefited from fewer sales of railcars that we purchased from third parties which have lower margin percentages, lower maintenance costs, a higher average volume of rent-producing leased railcars for syndication and lower transportation costs.

The $80.7 million decrease in net earnings attributable to Greenbrier in 2019 compared to 2018 was primarily attributable to a decrease in margin, costs associated with the acquisition of the manufacturing business of ARI and a $10.0 million goodwill impairment charge for which there was no tax benefit related to our repair operations. The $35.7 million increase in net earnings attributable to Greenbrier in 2018 compared to 2017 was primarily attributable to a higher Net gain on disposition of equipment and a reduction in the tax rate due to the Tax Cuts and Jobs Act (Tax Act).


36		The Greenbrier Companies 2019 Annual Report

Manufacturing Segment


	Years ended August 31,						2019 vs 2018						2018 vs 2017
(In thousands)	2019		2018		2017		Increase (Decrease)			% Change			Increase (Decrease)			% Change
Revenue	$	2,431,499	$	2,044,586	$	1,725,188	$	386,913			18.9%		$	319,398			18.5%
Cost of revenue	$	2,137,625	$	1,727,407	$	1,373,967	$	410,218			23.7%		$	353,440			25.7%
Margin (%)		12.1%		15.5%		20.4%		(3.4%)			*			(4.9%)			*
Operating profit ($)	$	217,583	$	240,901	$	295,334	$	(23,318	)		(9.7%	)	$	(54,433	)		(18.4%	)
Operating profit (%)		8.9%		11.8%		17.1%		(2.9%)			*			(5.3%)			*
Deliveries		22,500		19,000		15,700		3,500			18.4%			3,300			21.0%

*	Not meaningful

As of July 26, 2019, the Manufacturing segment included the results of the manufacturing business of ARI which is consolidated for financial reporting purposes. This partially contributed to the increase in Manufacturing revenue and cost of revenue in 2019 compared to 2018.

Manufacturing revenue increased $386.9 million or 18.9% in 2019 compared to 2018, of which $43 million related to the addition of the manufacturing business of ARI. The increase in revenue was primarily attributed to an 18.4% increase in the volume of railcar deliveries and a change in product mix. Manufacturing revenue increased $319.4 million or 18.5% in 2018 compared to 2017. The increase in revenue was primarily attributed to a 21.0% increase in the volume of railcar deliveries and a change in product mix.

Manufacturing cost of revenue increased $410.2 million or 23.7% in 2019 compared to 2018. The increase in cost of revenue was primarily attributed to an 18.4% increase in the volume of railcar deliveries and operating inefficiencies at some of our manufacturing facilities. Operating inefficiencies include poor manufacturing execution at some of our manufacturing facilities and supplier delivery failures at our European operations. Manufacturing cost of revenue increased $353.4 million or 25.7% in 2018 compared to 2017. The increase in cost of revenue was primarily attributed to a 21.0% increase in the volume of railcar deliveries and a change in product mix.

Manufacturing margin as a percentage of revenue decreased 3.4% in 2019 compared to 2018. The decrease was primarily attributed to a change in product mix and operating inefficiencies at some of our manufacturing facilities. Operating inefficiencies include poor manufacturing execution at some of our manufacturing facilities and supplier delivery failures at our European operations. These were partially offset by higher volumes of new railcar sales with leases attached which typically result in enhanced sales prices and margins. Manufacturing margin as a percentage of revenue decreased 4.9% in 2018 compared to 2017 primarily due to a change in product mix.

Manufacturing operating profit decreased $23.3 million or 9.7% in 2019 compared to 2018. The decrease was primarily attributed to a lower margin percentage from a change in product mix and operating inefficiencies at some of our manufacturing facilities. Manufacturing operating profit decreased $54.4 million or 18.4% in 2018 compared to 2017 primarily attributed to a lower margin percentage from a change in product mix and increased costs associated with expanded international operations. This was partially offset by an increase in the volume of railcar deliveries.

Wheels, Repair & Parts Segment


	Years ended August 31,							2019 vs 2018						2018 vs 2017
(In thousands)	2019			2018		2017		Increase (Decrease)			% Change			Increase (Decrease)		% Change
Revenue	$	444,502		$	347,023	$	312,679	$	97,479			28.1	%	$	34,344		11.0%
Cost of revenue	$	420,890		$	318,330	$	288,336	$	102,560			32.2	%	$	29,994		10.4%
Margin (%)		5.3%			8.3%		7.8%		(3.0%)			*			0.5%		*
Operating profit ($)	$	(2,941	)	$	16,731	$	14,984	$	(19,672	)		(117.6	%)	$	1,747		11.7%
Operating profit (%)		(0.7%)			4.8%		4.8%		(5.5%)			*			0.0%		*

*	Not meaningful


		The Greenbrier Companies 2019 Annual Report			37

On August 20, 2018, 12 repair shops were returned to us as a result of discontinuing our GBW railcar repair joint venture, of which four shops were closed during 2019. Beginning on August 20, 2018, the results of operations from these repair shops were included in the Wheels, Repair & Parts segment as they are now consolidated for financial reporting purposes. The addition of these repair shops contributed to the increase in Wheels, Repair & Parts revenue and cost of revenue during 2019 compared to 2018.

Wheels, Repair & Parts revenue increased $97.5 million or 28.1% in 2019 compared to 2018. The increase was primarily due to 2019 including $87.5 million in revenue associated with the repair shops returned to us after discontinuing the GBW joint venture in August 2018. The increase was also due to higher parts revenue due to an increase in demand. Wheels, Repair & Parts revenue increased $34.3 million or 11.0% in 2018 compared to 2017 primarily as a result of higher wheel set and component volumes due to an increase in demand and an increase in scrap metal pricing.

Wheels, Repair & Parts cost of revenue increased $102.6 million or 32.2% in 2019 compared to 2018. The increase was primarily due to 2019 including $97.3 million in cost of revenue associated with the repair shops returned to us after discontinuing the GBW joint venture in August 2018. The increase was also due to increased parts volumes and costs associated with closing sites in our repair network. Wheels, Repair & Parts cost of revenue increased $30.0 million or 10.4% in 2018 compared to 2017 primarily due to higher wheel set and component costs associated with increased volumes.

Wheels, Repair & Parts margin as a percentage of revenue decreased 3.0% in 2019 compared to 2018. The decrease was primarily attributed to inefficiencies at our repair operations and costs associated with closing sites in our repair network. This was partially offset by a favorable parts product mix. Wheels, Repair & Parts margin as a percentage of revenue increased 0.5% in 2018 compared to 2017 due to efficiencies from operating at higher wheel set and component volumes and an increase in scrap metal pricing. This was partially offset by a less favorable parts product mix.

Wheels, Repair & Parts operating profit decreased $19.7 million in 2019 compared to 2018. The decrease was primarily attributed to a $10.0 million goodwill impairment charge recognized in 2019 due to challenges at our repair operations and costs associated with closing sites in our repair network. This was partially offset by higher parts revenue and a more favorable parts product mix. Wheels, Repair & Parts operating profit increased $1.7 million or 11.7% in 2018 compared to 2017 primarily attributable to higher margins due to an increase in wheelset and component volumes and an increase in efficiencies.

Leasing & Services Segment


	Years ended August 31,						2019 vs 2018					2018 vs 2017
(In thousands)	2019		2018		2017		Increase (Decrease)			% Change		Increase (Decrease)			% Change
Revenue	$	157,590	$	127,855	$	131,297	$	29,735			23.3%	$	(3,442	)		(2.6%)
Cost of revenue	$	108,590	$	64,672	$	85,562	$	43,918			67.9%	$	(20,890	)		(24.4%)
Margin (%)		31.1%		49.4%		34.8%		(18.3%)			*		14.6%			*
Operating profit ($)	$	64,763	$	88,481	$	31,904	$	(23,718	)		(26.8%)	$	56,577			177.3%
Operating profit (%)		41.1%		69.2%		24.3%		(28.1%)			*		44.9%			*

*	Not meaningful

The Leasing & Services segment generates revenue from leasing railcars from its lease fleet, providing various management services, interim rent on leased railcars for syndication, and the sale of railcars purchased from third parties with the intent to resell them. The gross proceeds from the sale of these railcars are recorded in revenue and the costs of purchasing these railcars are recorded in cost of revenue.

Leasing & Services revenue increased $29.7 million or 23.3% in 2019 compared to 2018. The increase was primarily attributed to an increase in the sale of railcars which we had purchased from third parties with the intent to resell them. This was partially offset by a lower average volume of rent-producing leased railcars for syndication. Leasing & Services revenue decreased $3.4 million or 2.6% in 2018 compared to 2017. The change


38		The Greenbrier Companies 2019 Annual Report

in revenue was primarily attributed to a decrease in the sale of railcars which we had purchased from third parties with the intent to resell them and a decline in leasing revenue due to fewer railcars on operating leases as we were rebalancing our lease portfolio. This was partially offset by higher management services revenue from new service agreements and a higher average volume of rent-producing leased railcars for syndication.

Leasing & Services cost of revenue increased $43.9 million or 67.9% in 2019 compared to 2018. The increase was primarily due to an increase in the volume of railcars sold that we purchased from third parties and higher transportation costs. Leasing & Services cost of revenue decreased $20.9 million or 24.4% in 2018 compared to 2017 primarily due to a decline in the volume of railcars sold that we purchased from third parties, lower maintenance and transportation costs and fewer railcars on operating leases as we rebalance our lease portfolio.

Leasing & Services margin as a percentage of revenue decreased 18.3% in 2019 compared to 2018. Margin for 2019 was negatively impacted from higher sales of railcars that we purchased from third parties which have lower margin percentages. The decrease in margin was also due to higher transportation costs. Leasing & Services margin as a percentage of revenue increased 14.6% in 2018 compared to 2017. Margin percentage for 2018 benefited from fewer sales of railcars that we purchased from third parties which have lower margin percentages. The increase in margin was also due to lower maintenance costs, a higher average volume of rent-producing leased railcars for syndication and lower transportation costs.

Leasing & Services operating profit decreased $23.7 million or 26.8% in 2019 compared to 2018. The decrease was attributed to a $14.2 million decrease in margin primarily due to higher transportation costs and a lower average volume of rent-producing leased railcars for syndication. The decrease was also attributed to a $6.8 million decrease in net gain on disposition of equipment. Leasing & Services operating profit increased $56.6 million or 177.3% in 2018 compared to 2017 primarily attributed to a $40.8 million increase in net gain on disposition of equipment and an $17.4 million increase in margin. The net gain on disposition of equipment for 2018 related to higher volumes of equipment sales as we were rebalancing our lease portfolio.

The percentage of owned units on lease was 93.3% at August 31, 2019, 94.4% at August 31, 2018 and 92.1% at August 31, 2017.

Selling and Administrative


	Years ended August 31,						2019 vs 2018					2018 vs 2017
(In thousands)	2019		2018		2017		Increase (Decrease)		% Change			Increase (Decrease)		% Change
Selling and Administrative	$	213,308	$	200,439	$	170,607	$	12,869		6.4	%	$	29,832		17.5	%

Selling and administrative expense was $213.3 million or 7.0% of revenue for the year ended August 31, 2019, $200.4 million or 8.0% of revenue for the year ended August 31, 2018 and $170.6 million or 7.9% of revenue for the year ended August 31, 2017.

The $12.9 million increase in 2019 compared to 2018 was primarily attributed to $18.7 million in costs associated with the acquisition of the manufacturing business of ARI and the addition of the selling and administrative costs from the repair shops returned to us after discontinuing the GBW joint venture and the manufacturing business of ARI. These increases in selling and administrative costs were partially offset by a $7.6 million decrease in employee costs primarily related to a decrease in incentive compensation.

The $29.8 million increase in 2018 compared to 2017 was primarily attributed to a $10.1 million increase in professional fees, consulting and related costs associated with strategic business development, litigation and IT initiatives, $8.8 million from the addition of Astra Rail’s selling and administrative costs and a $6.0 million increase in employee costs.

Net Gain on Disposition of Equipment

Net gain on disposition of equipment was $41.0 million, $44.4 million and $9.7 million for the years ended August 31, 2019, 2018 and 2017, respectively. Net gain on disposition of equipment primarily includes the sale


		The Greenbrier Companies 2019 Annual Report			39

of assets from our lease fleet (Equipment on operating leases, net) that are periodically sold in the normal course of business in order to take advantage of market conditions and to manage risk and liquidity; disposition of property, plant and equipment; and insurance proceeds received for business interruption and assets destroyed in a fire.

Goodwill Impairment

Based on the results of our annual impairment test, a non-cash impairment charge of $10.0 million was recorded during 2019 related to our repair operations.

Interest and Foreign Exchange

Interest and foreign exchange expense was composed of the following:


	Years ended August 31,								Increase (decrease)
(In thousands)	2019			2018			2017		2019 vs 2018		2018 vs 2017
Interest and foreign exchange:
Interest and other expense	$	32,260		$	30,946		$	23,519	$	1,314	$	7,427
Foreign exchange (gain) loss		(1,348	)		(1,578	)		673		230		(2,251	)

	$	30,912		$	29,368		$	24,192	$	1,544	$	5,176

Interest and foreign exchange increased $1.5 million in 2019 from 2018 primarily due to interest expense associated with our $225 million senior term debt issued in September 2018. Interest and foreign exchange increased $5.2 million in 2018 from 2017 primarily due to interest expense associated with our $275 million convertible senior notes issued in February 2017. This was partially offset by a foreign exchange gain in 2018. The change in foreign exchange (gain) loss was primarily attributed to the change in the Mexican Peso relative to the U.S. Dollar and the change in the Polish Zloty exchange rates relative to the Euro.

Income Tax

In 2019 our income tax expense was $41.6 million on $153.2 million of pre-tax earnings for an effective tax rate of 27.1%. The 2019 tax rate was impacted by a goodwill impairment charge for which there was no tax benefit. Excluding the impact of the goodwill impairment charge, the tax rate for 2019 was 25.5%. In 2018 our income tax expense was $32.9 million on $223.6 million of pre-tax earnings for an effective tax rate of 14.7%. In 2017 our income tax expense was $64.0 million on $236.2 million of pre-tax earnings for an effective tax rate of 27.1%.

The reduction in the 2018 tax rate was primarily due to the enactment of the Tax Act on December 22, 2017. The Tax Act made significant changes to U.S. federal income tax laws, including, but not limited to, a reduction of the corporate tax rate from 35% to 21% and a transition tax on foreign earnings not previously subject to U.S. taxation. As a result, deferred income taxes were remeasured as a result of the new statutory rate which resulted in a one-time tax benefit of $33.6 million offset, in part, by the accrual of the transition tax of $8.9 million.

The effective tax rate can fluctuate year-to-year due to changes in the mix of foreign and domestic pre-tax earnings. It can also fluctuate with changes in the proportion of pre-tax earnings attributable to our Mexican railcar manufacturing joint venture. The joint venture is 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.

Loss From Unconsolidated Affiliates

Through unconsolidated affiliates we produce rail and industrial components and have an ownership stake in a railcar manufacturer in Brazil and a lease financing warehouse. In addition, in 2017 and 2018 we had an investment in the GBW joint venture. We record the after-tax results from these unconsolidated affiliates.


40		The Greenbrier Companies 2019 Annual Report

Loss from unconsolidated affiliates was $5.8 million for the year ended August 31, 2019 and primarily related to losses at our operations in Brazil. Loss from unconsolidated affiliates was $18.7 million and $11.8 million for the years ended August 31, 2018 and 2017, respectively and primarily related to the results of the GBW joint venture. In addition in 2018, a pre-tax goodwill impairment loss of $26.4 million was recognized related to GBW. As we accounted for GBW under the equity method of accounting, our 50% share of the non-cash goodwill impairment loss recognized by GBW was $9.5 million after-tax in 2018, which were included as part of Loss from unconsolidated affiliates on our Consolidated Statement of Income.

Net Earnings Attributable to Noncontrolling Interest

Net earnings attributable to noncontrolling interest was $34.7 million, $20.3 million and $44.4 million for the years ended August 31, 2019, 2018 and 2017, respectively, which primarily represents our joint venture partner’s share in the results of operations of our Mexican railcar manufacturing joint venture, adjusted for intercompany sales, and our European partner’s share of the results of our European operations.

Liquidity and Capital Resources


	Years Ended August 31,
(In thousands)	2019			2018			2017
Net cash provided by (used in) operating activities	$	(21,241	)	$	103,341		$	285,604
Net cash used in investing activities		(443,981	)		(80,292	)		(129,125	)
Net cash provided by (used in) financing activities		276,901			(89,267	)		204,422
Effect of exchange rate changes		(12,666	)		(14,666	)		12,499

Net increase (decrease) in cash and cash equivalents	$	(200,987	)	$	(80,884	)	$	373,400

We have been financed through cash generated from operations and borrowings. At August 31, 2019 cash and cash equivalents and restricted cash were $338.5 million, a decrease of $201.0 million from $539.5 million at the prior year end.

The change in cash provided by (used in) operating activities in 2019 compared to 2018 was primarily due to lower earnings and a net change in working capital due to an increase in production. The change in cash provided by operating activities in 2018 compared to 2017 was primarily due to a net change in working capital, a change in cash flows associated with leased railcars for syndication, a change in deferred revenue, an increase in net gain on disposition of equipment and a change in deferred income taxes as a result of the Tax Act.

The change in cash used in investing activities in 2019 compared to 2018 was primarily attributable to the acquisition of the manufacturing business of ARI. The change in cash used in investing activities in 2018 compared to 2017 was primarily attributable to higher proceeds from the sale of assets partially offset by an increase in capital expenditures.

Capital expenditures totaled $198.2 million, $176.8 million and $86.1 million for the years ended August 31, 2019, 2018 and 2017, respectively. Manufacturing capital expenditures were approximately $85.1 million, $59.7 million and $55.0 million for the years ended August 31, 2019, 2018 and 2017, respectively. Capital expenditures for Manufacturing are expected to be approximately $95 million in 2020 and primarily relate to enhancements of our existing manufacturing facilities. Wheels, Repair & Parts capital expenditures were approximately $13.3 million, $5.2 million and $3.1 million for the years ended August 31, 2019, 2018 and 2017, respectively. Capital expenditures for Wheels, Repair & Parts are expected to be approximately $15 million in 2020 for enhancements of our existing facilities. Leasing & Services and corporate capital expenditures were approximately $99.8 million, $111.9 million and $28.0 million for the years ended August 31, 2019, 2018 and 2017, respectively. Leasing & Services and corporate capital expenditures for 2020 are expected to be approximately $30 million. Proceeds from sales of leased railcar equipment are expected to be approximately $95 million for 2020. 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.


		The Greenbrier Companies 2019 Annual Report			41

Proceeds from the sale of assets, which primarily related to sales of railcars from our lease fleet within Leasing & Services, were approximately $125.4 million, $153.2 million and $24.1 million for the years ended August 31, 2019, 2018 and 2017, respectively. These proceeds included approximately $7.7 million of equipment sold pursuant to sale leaseback transactions for the year ended August 31, 2017. The gain resulting from the sale leaseback transaction was deferred and is being recognized over the lease term in Net gain on disposition of equipment. In addition, proceeds from the sale of assets for the years ended August 31, 2017 included $6.2 million of insurance proceeds associated with our Manufacturing segment in 2017.

The change in cash provided by (used in) financing activities in 2019 compared to 2018 was primarily attributed to proceeds from the issuance of notes payable and a change in the net activities with joint venture partners. The change in cash provided by (used in) financing activities in 2018 compared to 2017 was primarily attributed to a decrease in the proceeds of debt, net of repayments and a change in the net activities with joint venture partners.

A quarterly dividend of $0.25 per share was declared on October 23, 2019.

The Board of Directors has authorized our company to repurchase shares of our common stock. In January 2019, the expiration date of this share repurchase program was extended from March 31, 2019 to March 31, 2021 and the amount remaining for repurchase was increased from $88 million to $100 million. 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 program may be modified, suspended or discontinued at any time without prior notice. The share repurchase program does not obligate us to acquire any specific number of shares in any period.

In July 2019, as part of the acquisition of the manufacturing business of ARI, we entered into new $300 million senior term debt. The maturity date is June 2024 unless the 2.875% Convertible senior notes due July 2024 are outstanding as of November 1, 2023, in which case the debt matures on that date. The debt bears a floating interest rate of LIBOR plus 1.5% with principal of $3.75 million paid quarterly in arrears and a balloon payment of $232.5 million due at maturity. An interest rate swap agreement was entered into on 50% of the initial balance to swap the floating interest rate of LIBOR plus 1.5% to a fixed rate of 3.19%.

In July 2019, as part of the acquisition of the manufacturing business of ARI, we issued $50 million in convertible senior notes, due 2024. The convertible senior note bears interest at a fixed rate of 2.25%, paid semi-annually in arrears on February 1^stand August 1^st. The convertible notes mature on July 26, 2024, unless earlier repurchased by us or converted in accordance with their terms. Upon the satisfaction of certain conditions, holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date.

In September 2018, we refinanced approximately $170 million of existing senior term debt, due in March 2020, secured by a pool of leased railcars with new 5-year $225 million senior term debt also secured by a pool of leased railcars. The new debt bears a floating interest rate of LIBOR plus 1.50% or Prime plus 0.50%. The term loan is to be repaid in equal quarterly installments of $1.97 million with the remaining outstanding amounts, plus accrued interest, to be paid on the maturity date in September 2023. An interest rate swap agreement was entered into on 50% of the initial balance to swap the floating interest rate to a fixed rate of 4.49%.

Our 3.5% convertible senior notes due 2018 matured on April 1, 2018. The conversion of these notes resulted in the issuance of an additional 3.4 million shares of our common stock. These additional shares have historically been included in the calculation of diluted earnings per share.

In February 2017, we issued $275 million of convertible senior notes due 2024. The notes are senior unsecured obligations and rank equally with other senior unsecured debt. The notes bear interest at an annual rate of 2.875% payable semiannually in arrears on February 1 and August 1 of each year, commencing August 1, 2017. The notes will mature on February 1, 2024, unless earlier repurchased or converted in accordance with their terms.

Senior secured credit facilities, consisting of three components, aggregated to $705.4 million as of August 31, 2019. We had an aggregate of $311.5 million available to draw down under committed credit facilities as of


42		The Greenbrier Companies 2019 Annual Report

August 31, 2019. This amount consists of $233.2 million available on the North American credit facility, $28.3 million on the European credit facilities and $50.0 million on the Mexican railcar manufacturing joint venture credit facilities.

As of August 31, 2019, a $600.0 million revolving line of credit, maturing June 2024, secured by substantially all our 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 our U.S. and Mexican operations. Advances under this facility bear interest at LIBOR plus 1.50% or Prime plus 0.50% 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 August 31, 2019, lines of credit totaling $55.4 million secured by certain of our European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.1% to WIBOR plus 1.5% and Euro Interbank Offered Rate (EURIBOR) plus 1.1% to EURIBOR plus 1.5%, were available for working capital needs of the European manufacturing operations. European credit facilities are continually being renewed. Currently, these European credit facilities have maturities that range from December 2019 through November 2021.

As of August 31, 2019, our Mexican railcar manufacturing joint venture has two lines of credit totaling $50.0 million. The first line of credit provides up to $30.0 million. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican railcar manufacturing joint venture will be able to draw against this facility through March 2024. The second 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 railcar manufacturing joint venture will be able to draw amounts available under this facility through June 2021.

As of August 31, 2019, outstanding commitments under the senior secured credit facilities consisted of $24.4 million in letters of credit under the North American credit facility and $27.1 million outstanding under the European 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 capital leases; 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. As of August 31, 2019, we were in compliance with all such restrictive covenants.

From time to time, we may seek to repurchase or otherwise retire or exchange securities, including outstanding notes, 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 retirements, 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. The amounts involved in any such transactions may, individually or in the aggregate, be material and may involve all or a portion of a particular series of notes or other indebtedness which may reduce the float and impact the trading market of notes or other indebtedness which remain outstanding.


		The Greenbrier Companies 2019 Annual Report			43

As of August 31, 2019, we had a $10.0 million note receivable from Amsted-Maxion, our unconsolidated Brazilian castings and components manufacturer and an $18.4 million note receivable balance from Greenbrier-Maxion, our unconsolidated Brazilian railcar manufacturer. These note receivables are included on the Consolidated Balance Sheet in Accounts receivable, net. In the future, we may make loans to or provide guarantees for Amsted-Maxion Cruzeiro or Greenbrier-Maxion.

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 expected debt repayments, working capital needs, planned capital expenditures, additional investments in our unconsolidated affiliates and dividends during the next twelve months.

The following table shows our estimated future contractual cash obligations as of August 31, 2019:


	Years Ending August 31,
(In thousands)	Total		2020		2021		2022		2023		2024		Thereafter
Notes payable	$	860,545	$	29,084	$	30,921	$	23,258	$	22,907	$	754,375	$	—
Interest ⁽¹⁾		127,545		30,287		28,035		26,941		26,054		16,228		—
Railcar leases		14,478		6,200		2,965		1,762		1,762		1,413		376
Operating leases		33,170		8,099		5,781		3,965		3,395		2,109		9,821
Revolving notes		27,115		27,115		—		—		—		—		—
Other		177		133		44		—		—		—		—

	$	1,063,030	$	100,918	$	67,746	$	55,926	$	54,118	$	774,125	$	10,197

⁽¹⁾	A portion of the estimated future cash obligation relates to interest on variable rate borrowings.

Due to uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at August 31, 2019, we are unable to estimate the period of cash settlement with the respective taxing authority. Therefore, approximately $2.2 million in uncertain tax positions, including interest, have been excluded from the contractual table above. See Note 19 to the Consolidated Financial Statements for a discussion on income taxes.

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.

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 - The asset and liability method is used to account for income taxes. We are required to estimate the timing of the recognition of deferred tax assets and liabilities, make assumptions about the future deductibility of deferred tax assets and assess deferred tax liabilities based on enacted law and tax rates for each tax jurisdiction to determine the amount of deferred tax assets and liabilities. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. We recognize liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. It is inherently difficult and subjective to estimate such amounts, as this requires us to estimate the probability of various possible outcomes. We reevaluate these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.


44		The Greenbrier Companies 2019 Annual Report

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.

Revenue recognition - We measure revenue at the amounts that reflect the consideration to which we expect to be entitled in exchange for transferring control of goods and services to customers. We recognize revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. Our contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, we allocate revenues to each performance obligation based on its relative standalone selling price. We have disaggregated revenue from contracts with customers into categories which describe the principal activities from which we generate our revenues.

Manufacturing

Railcars are manufactured in accordance with contracts with customers. We recognize revenue upon our customers’ acceptance of the completed railcars at a specified delivery point. From time to time, we enter into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change.

We typically recognize marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts our performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of the new revenue standard.

Wheels, Repair & Parts

We operate a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services.

Wheels revenue is recognized when wheelsets are shipped to the customer or when consumed by customers in the case of consignment arrangements. Parts revenue is recognized upon shipment of the parts to the customers.


		The Greenbrier Companies 2019 Annual Report			45

method best depicts our performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days.

Leasing & Services

We own a fleet of new and used cars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned in accordance with ASC 840 Leases.

Syndication transactions represent new and used railcars which have been placed on lease to a customer and which we intend to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that we have manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell them and subsequently sold, are recognized in the Leasing & Services segment in accordance with ASC 840 Leases.

We enter into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred.

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 of 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 would be 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 of undiscounted future cash flows exceeds 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. The provisions of ASC 350 Intangibles – Goodwill and Other, require that we perform this test by comparing 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 which incorporates expected revenue and margins and the use of discount rates. Under the market approach, we estimate the fair value based on observed market multiples for comparable businesses. An impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. 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. If actual operating results were to differ from these assumptions, it may result in an impairment of our goodwill.

Based on the results of our annual impairment test, a non-cash impairment charge of $10.0 million was recorded during the third quarter of 2019 related to our repair operations. As of August 31, 2019 our goodwill balance was $129.9 million of which $86.6 million related to our Manufacturing segment and $43.3 million related to our Wheels, Repair & Parts segment.

New Accounting Pronouncements

See Note 2 of Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K.


46		The Greenbrier Companies 2019 Annual Report

Item 7A.

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 and expenses. At August 31, 2019 exchange rates, forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros and Pound Sterling aggregated to $71.6 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 August 31, 2019, net assets of foreign subsidiaries aggregated $163.9 million and a 10% strengthening of the U.S. Dollar relative to the foreign currencies would result in a decrease in equity of $16.4 million, or 1.3% 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 $259.5 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 August 31, 2019, 64% of our outstanding debt had fixed rates and 36% had variable rates. At August 31, 2019, a uniform 10% increase in variable interest rates would result in approximately $0.8 million of additional annual interest expense.


		The Greenbrier Companies 2019 Annual Report			47

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

The Greenbrier Companies, Inc. and subsidiaries:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of The Greenbrier Companies, Inc. and subsidiaries (the Company) as of August 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2019, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended August 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated October 29, 2019 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue recognition as of September 1, 2018, due to the adoption of Accounting Standards Update 2014-09, Revenue from Contracts with Customers, and related amendments.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.


48		The Greenbrier Companies 2019 Annual Report

Assessment of the fair value of the European Manufacturing reporting unit and Greenbrier-Astra Rail

As discussed in Notes 2 and 9 to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis, or more frequently if an event occurs or circumstances change that would indicate a potential impairment exists. The goodwill balance as of August 31, 2019 was $129.9 million, or 4.3% of total assets. Of this amount, $29.9 million was allocated to the European Manufacturing reporting unit. The European Manufacturing goodwill represents 34% of the goodwill for the manufacturing segment. As discussed in Note 4 to the consolidated financial statements, the Company established Greenbrier-Astra Rail (GAR) in June 2017 through a transaction with Astra Holding GmbH (Astra). In connection with that transaction, the Company provided Astra an option to put its entire non-controlling interest in GAR, which is a subset of the European Manufacturing reporting unit, to the Company at an exercise price equal to the higher of fair value or a stated formula measured on the exercise date. The Company recorded this contingently redeemable non-controlling interest of $31.6 million as of August 31, 2019 in the mezzanine section of the consolidated balance sheet. The fair value of GAR, which was determined as part of the Step 1 goodwill impairment evaluation of the European Manufacturing reporting unit, is considered in the measurement of the contingently redeemable non-controlling interest amount at the balance sheet date.

We identified the assessment of the fair value of the European Manufacturing reporting unit and GAR as a critical audit matter. The discounted cash flow model used to calculate the fair value of the European Manufacturing reporting unit and GAR was challenging to test due to the sensitivity of the fair value determinations to changes to certain assumptions. Specifically, changes to the following assumptions had a significant effect on the Company’s assessment of the carrying value of the goodwill and contingently redeemable non-controlling interest:

•

Forecasted revenues, terminal growth rates, and gross margin percentages; and

•

The discount rates applied to the forecasted cash flows.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s process to determine the fair value of the European Manufacturing reporting unit and GAR, including controls over the development of the forecasted revenues, terminal growth rates, and gross margin percentages and selection of discount rates used. We evaluated the Company’s forecasted revenues and gross margin percentages by comparing them to the Company’s historical results, as well as external market and industry data. We performed sensitivity analyses over the above key assumptions to assess their impact on the Company’s determination of the fair value of the European Manufacturing reporting unit and GAR. In addition, we involved a valuation professional with specialized skills and knowledge, who assisted in:

•

Evaluating each of the discount rates used by comparing it against an independently developed range using publically available market data;

•

Developing an estimate of the fair value of the European Manufacturing reporting unit and GAR, using the Company’s cash flow forecast for the reporting unit and GAR, respectively, and independently developed discount rates; and

•

Evaluating the terminal growth rates by comparing them against publicly available relevant geographic market data.

Evaluation of the sufficiency of audit evidence obtained over the preliminary allocation of the purchase price to the tangible assets acquired and liabilities assumed associated with the acquisition of the manufacturing business of American Railcar Industries, Inc.

As discussed in Note 4 to the consolidated financial statements, the Company acquired the manufacturing business of American Railcar Industries, Inc. (ARI) on July 26, 2019, for consideration of $418.3 million. Based on the preliminary allocation of the purchase price, the acquisition resulted in the recognition of $93.6 million of intangible assets, including goodwill, and $324.7 million related to tangible assets, net of liabilities assumed. The purchase price allocation to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based on preliminary information. This preliminary information is subject to change as additional facts are obtained by the Company related to the assets acquired and liabilities assumed. The information that was available to the Company to allocate consideration to the tangible assets acquired and liabilities assumed was


		The Greenbrier Companies 2019 Annual Report			49

affected by the proximity of the acquisition date to the Company’s fiscal year-end date of August 31, 2019. In addition, the Company did not acquire 100% of ARI, and therefore there is increased complexity around the determination of the specific tangible assets that were acquired and liabilities that were assumed by the Company, versus those retained by the previous owner. During the measurement period, the Company will adjust the values attributed to the tangible assets acquired and liabilities assumed if new information is obtained about facts and circumstances that existed as of the acquisition date.

We identified the evaluation of the sufficiency of audit evidence obtained over the preliminary allocation of the purchase price to the tangible assets acquired and liabilities assumed associated with the acquisition of the manufacturing business of ARI as a critical audit matter. Complex auditor judgment was required to evaluate which tangible assets were acquired and which liabilities were assumed, based on the information available as of the end of the reporting period.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s purchase price allocation process, including controls over the identification of the tangible assets acquired and liabilities assumed, as well as the determination of the preliminary allocation of the purchase price. We tested the Company’s identification of the tangible assets acquired and liabilities assumed by reading the acquisition agreement, and comparing the categories of such tangible assets and liabilities which were recorded in the preliminary purchase price allocation to the acquisition agreement. Additionally, to determine the ownership of the tangible asset or obligation of the liability, we selected a sample from the Company’s detailed listing of the tangible assets acquired and liabilities assumed, and agreed the items selected to underlying source documentation. We also inspected a sample of payments made by the Company subsequent to the acquisition date, to assess if the payment related to a tangible asset or liability that should have been recorded as of the acquisition date.

/s/ KPMG LLP

We have served as the Company’s auditor since 2011.

Portland, Oregon

October 29, 2019


50		The Greenbrier Companies 2019 Annual Report

Item 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets

AS OF AUGUST 31,


(In thousands)	2019			2018

Assets
Cash and cash equivalents	$	329,684		$	530,655
Restricted cash		8,803			8,819
Accounts receivable, net		373,383			348,406
Inventories		664,693			432,314
Leased railcars for syndication		182,269			130,926
Equipment on operating leases, net		366,688			322,855
Property, plant and equipment, net		717,973			457,196
Investment in unconsolidated affiliates		91,818			61,414
Intangibles and other assets, net		125,379			94,668
Goodwill		129,947			78,211

	$	2,990,637		$	2,465,464


Liabilities and Equity
Revolving notes	$	27,115		$	27,725
Accounts payable and accrued liabilities		568,360			449,857
Deferred income taxes		13,946			31,740
Deferred revenue		85,070			105,954
Notes payable, net		822,885			436,205

Commitments and contingencies (Notes 22 & 23)

Contingently redeemable noncontrolling interest		31,564			29,768

Equity:
Greenbrier
Preferred stock – without par value; 25,000 shares authorized; none outstanding		–			–
Common stock – without par value; 50,000 shares authorized; 32,488 and 32,191 outstanding at August 31, 2019 and 2018		–			–
Additional paid-in capital		453,943			442,569
Retained earnings		867,602			830,898
Accumulated other comprehensive loss		(44,815	)		(23,366	)

Total equity – Greenbrier		1,276,730			1,250,101
Noncontrolling interest		164,967			134,114

Total equity		1,441,697			1,384,215

	$	2,990,637		$	2,465,464

The accompanying notes are an integral part of these financial statements.


		The Greenbrier Companies 2019 Annual Report			51

Consolidated Statements of Income

YEARS ENDED AUGUST 31,


(In thousands, except per share amounts)	2019			2018			2017
Revenue
Manufacturing	$	2,431,499		$	2,044,586		$	1,725,188
Wheels, Repair & Parts		444,502			347,023			312,679
Leasing & Services		157,590			127,855			131,297

		3,033,591			2,519,464			2,169,164
Cost of revenue
Manufacturing		2,137,625			1,727,407			1,373,967
Wheels, Repair & Parts		420,890			318,330			288,336
Leasing & Services		108,590			64,672			85,562

		2,667,105			2,110,409			1,747,865
Margin		366,486			409,055			421,299
Selling and administrative		213,308			200,439			170,607
Net gain on disposition of equipment		(40,963	)		(44,369	)		(9,740	)
Goodwill impairment		10,025			–			–

Earnings from operations		184,116			252,985			260,432

Other costs
Interest and foreign exchange		30,912			29,368			24,192

Earnings before income tax and loss from unconsolidated affiliates		153,204			223,617			236,240
Income tax expense		(41,588	)		(32,893	)		(64,014	)

Earnings before loss from unconsolidated affiliates		111,616			190,724			172,226
Loss from unconsolidated affiliates		(5,805	)		(18,661	)		(11,764	)

Net earnings		105,811			172,063			160,462
Net earnings attributable to noncontrolling interest		(34,735	)		(20,282	)		(44,395	)

Net earnings attributable to Greenbrier	$	71,076		$	151,781		$	116,067

Basic earnings per common share	$	2.18		$	4.92		$	3.97

Diluted earnings per common share	$	2.14		$	4.68		$	3.65


Weighted average common shares:
Basic		32,615			30,857			29,225
Diluted		33,165			32,835			32,562
Dividends declared per common share	$	1.00		$	0.96		$	0.86

The accompanying notes are an integral part of these financial statements.


52		The Greenbrier Companies 2019 Annual Report

Consolidated Statements of Comprehensive Income

YEARS ENDED AUGUST 31,


(In thousands)	2019			2018			2017
Net earnings	$	105,811		$	172,063		$	160,462
Other comprehensive income (loss)
Translation adjustment		(12,725	)		(16,159	)		15,488
Reclassification of derivative financial instruments recognized in net earnings ¹		1,854			(415	)		3,729
Unrealized gain (loss) on derivative financial instruments ²		(10,264	)		(197	)		1,944
Other (net of tax effect)		(351	)		(335	)		(665	)

		(21,486	)		(17,106	)		20,496

Comprehensive income		84,325			154,957			180,958
Comprehensive income attributable to noncontrolling interest		(34,698	)		(20,263	)		(44,417	)

Comprehensive income attributable to Greenbrier	$	49,627		$	134,694		$	136,541

¹	Net of tax effect of $0.5 million, $nil and $1.0 million for the years ended August 31, 2019, 2018 and 2017

²	Net of tax effect of ($2.9 million), ($0.1 million) and $0.8 million for the years ended August 31, 2019, 2018 and 2017

The accompanying notes are an integral part of these financial statements.


		The Greenbrier Companies 2019 Annual Report			53

Consolidated Statements of Equity


	Attributable to Greenbrier
(In thousands)	Common Stock Shares		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Total Equity - Greenbrier			Noncontrolling Interest			Total Equity			Contingently Redeemable Noncontrolling Interest
Balance August 31, 2016		28,205	$	282,886		$	618,178		$	(26,753	)	$	874,311		$	142,516		$	1,016,827		$	–
Net earnings		–		–			116,067			–			116,067			46,535			162,602			(2,140	)
Other comprehensive income, net		–		–			–			20,474			20,474			22			20,496			–
Noncontrolling interest adjustments		–		–			–			–			–			(677	)		(677	)		–
Joint venture partner distribution declared		–		–			–			–			–			(28,027	)		(28,027	)		–
Noncontrolling interest acquired		–		–			–			–			–			394			394			–
Contingently redeemable noncontrolling interest		–		–			–			–			–			–			–			38,288
Restricted stock awards (net of cancellations)		298		5,520			–			–			5,520			–			5,520			–
Unamortized restricted stock		–		(10,734	)		–			–			(10,734	)		–			(10,734	)		–
Restricted stock amortization		–		19,826			–			–			19,826			–			19,826			–
Tax deficiency from restricted stock awards		–		(2,339	)		–			–			(2,339	)		–			(2,339	)		–
Cash dividends ($0.86 per share)		–		–			(25,142	)		–			(25,142	)		–			(25,142	)		–
2.875% Convertible Senior Notes, due 2024 – equity component, net of tax		–		20,818			–			–			20,818			–			20,818			–
2.875% Convertible Senior Notes, due 2024, issuance costs – equity component, net of tax		–		(671	)		–			–			(671	)		–			(671	)		–

Balance August 31, 2017		28,503	$	315,306		$	709,103		$	(6,279	)	$	1,018,130		$	160,763		$	1,178,893		$	36,148
Net earnings		–		–			151,781			–			151,781			26,662			178,443			(6,380	)
Other comprehensive loss, net		–		–			–			(17,087	)		(17,087	)		(19	)		(17,106	)		–
Noncontrolling interest adjustments		–		–			–			–			–			2,864			2,864			–
Joint venture partner distribution declared		–		–			–			–			–			(62,649	)		(62,649	)		–
Investment by joint venture partner		–		–			–			–			–			6,500			6,500			–
Noncontrolling interest acquired		–		–			–			–			–			(7	)		(7	)		–
Restricted stock awards (net of cancellations)		336		7,334			–			–			7,334			–			7,334			–
Unamortized restricted stock		–		(15,058	)		–			–			(15,058	)		–			(15,058	)		–
Restricted stock amortization		–		16,100			–			–			16,100			–			16,100			–
Cash dividends ($0.96 per share)		–		–			(29,986	)		–			(29,986	)		–			(29,986	)		–
Conversion of 3.5% 2018 Convertible Senior Notes		3,352		118,887			–			–			118,887			–			118,887			–

Balance August 31, 2018		32,191	$	442,569		$	830,898		$	(23,366	)	$	1,250,101		$	134,114		$	1,384,215		$	29,768

Cumulative effect adjustment due to adoption of ASU 2014-09 (See Note 2)		–		–			5,461			–			5,461			–			5,461			–
Net earnings		–		–			71,076			–			71,076			39,598			110,674			(4,863	)
Other comprehensive loss, net		–		–			–			(21,449	)		(21,449	)		(37	)		(21,486	)		–
Noncontrolling interest adjustments		–		–			(6,659	)		–			(6,659	)		7,402			743			6,659
Joint venture partner distribution declared		–		–			–			–			–			(18,025	)		(18,025	)		–
Noncontrolling interest acquired		–		–			–			–			–			1,915			1,915			–
Restricted stock awards (net of cancellations)		297		12,077			–			–			12,077			–			12,077			–
Unamortized restricted stock		–		(16,801	)		–			–			(16,801	)		–			(16,801	)		–
Restricted stock amortization		–		12,321			–			–			12,321			–			12,321			–
Cash dividends ($1.00 per share)		–		–			(33,174	)		–			(33,174	)		–			(33,174	)		–
2.25% Convertible Senior Notes, due 2024 – equity component, net of tax		–		3,777			–			–			3,777			–			3,777			–

Balance August 31, 2019		32,488	$	453,943		$	867,602		$	(44,815	)	$	1,276,730		$	164,967		$	1,441,697		$	31,564

The accompanying notes are an integral part of these financial statements.


54		The Greenbrier Companies 2019 Annual Report

Consolidated Statements of Cash Flows

YEARS ENDED AUGUST 31,


(In thousands)	2019			2018			2017
Cash flows from operating activities:
Net earnings	$	105,811		$	172,063		$	160,462
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Deferred income taxes		(20,225	)		(40,496	)		4,377
Depreciation and amortization		83,731			74,356			65,129
Net gain on disposition of equipment		(40,963	)		(44,369	)		(9,740	)
Stock based compensation expense		11,153			29,314			26,427
Accretion of debt discount		4,458			4,171			2,340
Noncontrolling interest adjustments		7,402			2,864			(677	)
Goodwill impairment		10,025			–			–
Other		145			1,688			(845	)
Decrease (increase) in assets:
Accounts receivable, net		13,022			(83,551	)		(25,272	)
Inventories		(143,168	)		(26,592	)		(2,787	)
Leased railcars for syndication		(96,110	)		(54,023	)		41,015
Other		6,843			34,115			17,558
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		55,910			54,032			(25,422	)
Deferred revenue		(19,275	)		(20,231	)		33,039

Net cash provided by (used in) operating activities		(21,241	)		103,341			285,604

Cash flows from investing activities:
Acquisitions, net of cash acquired		(361,878	)		(34,874	)		(27,127	)
Proceeds from sales of assets		125,427			153,224			24,149
Capital expenditures		(198,233	)		(176,848	)		(86,065	)
Investment in and advances to unconsolidated affiliates		(11,393	)		(26,455	)		(40,632	)
Cash distribution from joint ventures		2,096			4,661			550

Net cash used in investing activities		(443,981	)		(80,292	)		(129,125	)

Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		(105	)		23,401			4,324
Proceeds from issuance of notes payable		525,000			13,771			276,093
Repayments of notes payable		(182,971	)		(22,269	)		(8,297	)
Debt issuance costs		(8,630	)		–			(9,082	)
Dividends		(33,193	)		(29,914	)		(24,890	)
Cash distribution to joint venture partner		(16,879	)		(73,033	)		(28,511	)
Investment by joint venture partner		–			6,500			–
Tax payments for net share settlement of restricted stock		(6,321	)		(7,723	)		(5,215	)

Net cash provided by (used in) financing activities		276,901			(89,267	)		204,422

Effect of exchange rate changes		(12,666	)		(14,666	)		12,499
Increase (decrease) in cash and cash equivalents and restricted cash		(200,987	)		(80,884	)		373,400
Cash and cash equivalents and restricted cash
Beginning of period		539,474			620,358			246,958

End of period	$	338,487		$	539,474		$	620,358

Balance Sheet Reconciliation:
Cash and cash equivalents	$	329,684		$	530,655		$	611,466
Restricted Cash		8,803		$	8,819		$	8,892

Total cash and cash equivalents and restricted cash as presented above	$	338,487		$	539,474		$	620,358

Cash paid during the period for:
Interest	$	18,330		$	18,878		$	13,962
Income taxes, net	$	62,084		$	66,423		$	45,280
Non-cash activity
Issuance of 2.25% Convertible notes in connection with the acquisition of the manufacturing business of ARI	$	50,000		$	–		$	–
Transfer from Leased railcars for syndication and Inventories to Equipment on operating leases, net	$	43,845		$	20,945		$	8,668
Capital expenditures accrued in Accounts payable and accrued liabilities	$	19,385		$	13,534		$	16,145
Change in Accounts payable and accrued liabilities associated with dividends declared	$	19		$	(72	)	$	(252	)
Change in Accounts payable and accrued liabilities associated with cash distributions to joint venture partner	$	(1,146	)	$	14		$	484
Conversion of 3.5% Convertible notes	$	–		$	118,887		$	–

The accompanying notes are an integral part of these financial statements.


		The Greenbrier Companies 2019 Annual Report			55

Notes to Consolidated Financial Statements

Note 1 - Nature of Operations

The Company operates in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. The segments are operationally integrated. The Manufacturing segment, which currently operates from facilities in the U.S., Mexico, Poland, Romania and Turkey, produces double-stack intermodal railcars, tank cars, conventional railcars, automotive railcar products and marine vessels. The Wheels, Repair & Parts segment performs wheel and axle servicing; railcar repair, refurbishment and maintenance; as well as production of a variety of parts for the rail industry in North America. The Leasing & Services segment owns approximately 9,400 railcars and provides management services for approximately 380,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America as of August 31, 2019. Through unconsolidated affiliates the Company produces rail and industrial components and has an ownership stake in a railcar manufacturer in Brazil and a lease financing warehouse.

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation - The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation.

Unclassified balance sheet - The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or non-current distinction is not relevant. In addition, the activities of the Manufacturing; Wheels, Repair & Parts; and Leasing & Services segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.

Foreign currency translation - Certain operations outside the U.S., primarily in Europe, prepare financial statements in currencies other than the U.S. Dollar. Revenues and expenses are translated at monthly average exchange rates during the year, while assets and liabilities are translated at year-end exchange rates. Translation adjustments are accumulated as a separate component of equity in other comprehensive income (loss). The net foreign currency translation adjustment balances were $34.2 million, $21.5 million and $5.4 million as of August 31, 2019, 2018 and 2017, respectively.

Cash and cash equivalents - Cash may temporarily be invested primarily in money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.

Restricted cash - Restricted cash primarily relates to amounts held to support a target minimum rate of return on certain agreements and a pass through account for activity related to management services provided for certain third party customers.

Accounts receivable - Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively.


	As of August 31,
(In thousands)	2019			2018			2017
Allowance for doubtful accounts
Balance at beginning of period	$	2,701		$	1,768		$	2,215
Additions, net of reversals		773			938			370
Usage		(1,311	)		(54	)		(891	)
Currency translation effect		13			49			74
Balance at end of period	$	2,176		$	2,701		$	1,768


56		The Greenbrier Companies 2019 Annual Report

Inventories - Inventories are valued at the lower of cost or net realizable value using the first-in first-out method. Work-in-process includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit.

Leased railcars for syndication - Leased railcars for syndication consist of newly-built railcars manufactured at one of the Company’s facilities or railcars purchased from third parties, which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. These railcars are generally anticipated to be sold within six months of delivery of the last railcar in a group or six months from when the Company acquires the railcar from a third party and are typically not depreciated during that period as the Company does not believe any economic value of a railcar is lost in the first six months. In the event the railcars are not sold in the first six months, the railcars are either held in Leased railcars for syndication and are depreciated or are transferred to Equipment on operating leases and are depreciated. As of August 31, 2019, Leased railcars for syndication was $182.3 million compared to $130.9 million as of August 31, 2018.

Equipment on operating leases, net - Equipment on operating leases is stated net of accumulated depreciation. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to thirty-five years. Management periodically reviews salvage value estimates based on current scrap prices and what the Company expects to receive upon disposal.

Investment in unconsolidated affiliates - Investment in unconsolidated affiliates includes the Company’s interests which are accounted for under the equity method of accounting. See Note 8 – Investments In Unconsolidated Affiliates for additional information.

Property, plant and equipment - Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows:


	Depreciable Life
Buildings and improvements		10 – 30 years
Machinery and equipment		3 – 20 years
Other		3 – 7 years

Goodwill - Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if material changes in events or circumstances arise. The provisions of ASC 350 Intangibles – Goodwill and Other, require the Company to perform an annual impairment test on goodwill. The Company reviews goodwill for impairment annually using either a qualitative assessment or a quantitative goodwill impairment test. If the qualitative assessment is selected and determines that fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. For reporting units where we perform the quantitative goodwill impairment test an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. See Note 9 – Goodwill for additional information.

Intangible and other assets, net - Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships and trade names. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives which are up to 20 years. Other assets include revolving note fees which are capitalized and amortized as interest expense over the life of the related borrowings.

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 forecasted 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 estimated realizable value is recognized in the current period. No impairment of long-lived assets was recorded in the years ended August 31, 2019, 2018 and 2017.

Warranty accruals - Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on history of warranty claims for each particular product type. For new


		The Greenbrier Companies 2019 Annual Report			57

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, are reviewed periodically and updated based on warranty trends.

Income taxes - The asset and liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company recognizes liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.

Deferred revenue - Cash payments received prior to meeting revenue recognition criteria are recorded in Deferred revenue. Amounts are reclassified out of Deferred revenue once the revenue recognition criteria have been met. Deferred revenue primarily consists of customer prepayments and the unrecognized portion of the $40 million upfront fee from MUL. The Company also has a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. Deferred revenue includes 40% of the revenue and margin of railcars sold to this entity until the railcars are ultimately sold to a third party.

Noncontrolling interest and Contingently redeemable noncontrolling interest - The Company has a joint venture with Grupo Industrial Monclova, S.A. (GIMSA) that manufactures new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company maintains a controlling interest as evidenced by the right to appoint the majority of the Board of Directors, control over accounting, financing, marketing and engineering and approval and design of products. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.

Greenbrier-Astra Rail was formed in 2017 between the Company’s existing European operations headquartered in Swidnica, Poland and Astra Rail, based in Arad, Romania. Greenbrier-Astra Rail is controlled by the Company with an approximate 75% interest. The Company consolidates Greenbrier-Astra Rail for financial reporting purposes and includes the noncontrolling interest in the mezzanine section of the Consolidated Balance Sheet in Contingently redeemable noncontrolling interest (see Note 4 – Acquisitions).

In August 2018, Greenbrier-Astra Rail entered into an agreement to take an approximately 68% ownership stake in Rayvag, a railcar manufacturing company based in Adana, Turkey. Rayvag is controlled by the Company. The Company consolidates Rayvag for financial reporting purposes. The noncontrolling interest related to the partner’s interest is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.

The Company has a joint venture with Summit Railroad Products, Inc. to provide axle services. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company has the power to direct the activities which most significantly impact the economic performance of the entity. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.

Net earnings attributable to noncontrolling interest on the Company’s Consolidated Statement of Income represents the Company’s partners’ share of results from operations.


58		The Greenbrier Companies 2019 Annual Report

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


(In thousands)	Unrealized Gain (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Loss
Balance, August 31, 2018	$	(431	)	$	(21,506	)	$	(1,429	)	$	(23,366	)
Other comprehensive loss before reclassifications		(10,264	)		(12,688	)		(351	)	$	(23,303	)
Amounts reclassified from accumulated other comprehensive loss		1,854			–			–		$	1,854
Balance, August 31, 2019	$	(8,841	)	$	(34,194	)	$	(1,780	)	$	(44,815	)

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


	Year Ended August 31,						Financial Statement Caption
(In thousands)	2019			2018			Financial Statement Caption
(Gain) loss on derivative financial instruments:
Foreign exchange contracts	$	1,794		$	(716	)	Revenue and Cost of revenue
Interest rate swap contracts		545			298		Interest and foreign exchange
		2,339			(418	)	Total before tax
		(485	)		3		Tax benefit (expense)
	$	1,854		$	(415	)	Net of tax

Revenue recognition - The Company measures revenue at the amounts that reflect the consideration to which it expects to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. The Company’s contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company has disaggregated revenue from contracts with customers into categories which describe the principal activities from which it generates revenues.

Manufacturing

Railcars are manufactured in accordance with contracts with customers. The Company recognizes revenue upon its customers’ acceptance of the completed railcars at a specified delivery point. From time to time, the Company enters into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change.

The Company typically recognizes marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of the new revenue standard.

Wheels, Repair & Parts

The Company operates a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services.


		The Greenbrier Companies 2019 Annual Report			59

Repair revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days.

Leasing & Services

The Company owns a fleet of new and used cars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned in accordance with ASC 840 Leases.

Syndication transactions represent new and used railcars which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell them and subsequently sold, are recognized in Leasing & Services. In addition the Company will often perform management or maintenance services at market rates for these railcars. The Company evaluates the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less.

The Company enters into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred.

Interest and foreign exchange - Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense.


(In thousands)	Years ended August 31,
(In thousands)	2019			2018			2017
Interest and foreign exchange:
Interest and other expense	$	32,260		$	30,946		$	23,519
Foreign exchange (gain) loss		(1,348	)		(1,578	)		673
	$	30,912		$	29,368		$	24,192

Forward exchange contracts - Foreign operations give rise to risks from changes in foreign currency exchange rates. Forward exchange contracts with established financial institutions are used to hedge a portion of such risk. Realized and unrealized gains and losses on effective hedges are deferred in other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange (gain) loss. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty non-performance.

Interest rate instruments - Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are recognized as an adjustment to interest expense.

Research and development - Research and development costs are expensed as incurred. Research and development costs incurred for new product development during the years ended August 31, 2019, 2018 and 2017 were $5.4 million, $6.0 million and $4.2 million, respectively, included in Selling and administrative expenses.


60		The Greenbrier Companies 2019 Annual Report

Net earnings per share - Basic earnings per common share (EPS) includes restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, in weighted average basic common shares outstanding when calculating EPS when the Company is in a net earnings position.

Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance-based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.

Stock-based compensation - The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock units, restricted stock and phantom stock units awards. Stock based compensation expense for the years ended August 31, 2019, 2018 and 2017 was $11.2 million, $29.3 million and $26.4 million, respectively and was recorded in Selling and administrative on the Consolidated Statements of Income.

Restricted stock units and restricted stock awards are accounted for as equity based awards (see Note 16 – Equity). Phantom stock units are accounted for as liability based awards.

Phantom Stock Units

The Company began granting phantom stock units during the year ended August 31, 2016. Every phantom stock unit entitles the participant to receive a cash payment equal to the value of a single share of the Company’s common stock upon vesting. The holders of unvested phantom stock units are entitled to participate in dividend equivalents.

There were no phantom stock units awarded during the years ended August 31, 2019 and 2018. During the year ended August 31, 2017, the Company awarded 151,634 phantom stock units which include performance-based grants. As of August 31, 2019, there were a total of 72,144 phantom stock units associated with unvested performance-based grants. The actual number of phantom stock units that will vest associated with performance-based phantom stock units will vary depending on the Company’s performance. An additional 72,144 phantom stock units, associated with awards granted in 2017, may be granted if performance-based phantom stock units vest at stretch levels of performance. The grant date fair value of phantom stock awards was $6.7 million for the year ended August 31, 2017.

Our phantom stock unit grants are considered liability based awards and therefore are re-measured at the end of each reporting period. Compensation expense is recognized through the earlier of the vesting period or the recipient’s eligible retirement date. Time-based awards to employees are expensed upon grant when the recipient’s eligible retirement date precedes the grant date or during the vesting period if the grantee becomes retirement eligible before the vesting period is complete. Compensation expense related to phantom stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Company’s Consolidated Statements of Income. For the year ended August 31, 2019, a $1.2 million benefit was recognized in compensation expense for the re-measurement of phantom stock units due to a lower stock price. Compensation expense recognized related to phantom stock units for the years ended August 31, 2018 and 2017 was $12.1 million and $6.2 million, respectively. Unamortized compensation cost related to phantom stock unit grants was $0.3 million, $5.9 million and $10.9 million as of August 31, 2019, 2018 and 2017, respectively.

Management 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


		The Greenbrier Companies 2019 Annual Report			61

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.

Reclassifications - Certain immaterial reclassifications have been made to the accompanying prior year Consolidated Financial Statements to conform to the current year presentation.

Initial Adoption of Accounting Policies

Revenue Recognition

In the first quarter of 2019, the Company adopted Accounting Standard Update 2014-09, Revenue from Contracts with Customers (ASU 2014-09). This standard was issued to provide a common revenue recognition model for entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. The new standard also requires additional disclosures to sufficiently describe the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts with customers. As a result of adopting the new standard, the majority of the Company’s revenue recognition timing remained unchanged, while certain minor changes have occurred related to maintenance and repair services. Costs incurred while fulfilling maintenance contracts are now recognized as incurred while the related revenue continues to be recognized over time. Additionally, repair and rail retrofit service revenue, while previously recognized upon completion of an order, is now recognized as costs are incurred. This standard was adopted using a modified retrospective approach through a cumulative effect adjustment, which increased retained earnings by $5.5 million at September 1, 2018. Other adjustments recorded to the September 1, 2018 opening balance sheet were not material. The adoption of the new revenue standard did not have a material effect on the Condensed Consolidated Balance Sheet or Statement of Income.

Restricted Cash

In the first quarter of 2019, the Company adopted Accounting Standard Update 2016-18, Restricted Cash (ASU 2016-18). This update requires additional disclosure and that the Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Statement of Cash Flows. The guidance requires retrospective presentation to each period presented. The adoption of ASU 2016-18 did not have an impact on the Condensed Consolidated Balance Sheet and Statement of Income, but did result in revisions to the Condensed Consolidated Statement of Cash Flows as well as other revised disclosures.

Prospective Accounting Changes

Lease Accounting

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (ASU 2016-02). The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU 2016-02 requires most leases to be recognized on the balance sheet by recording a right-of-use asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the Company plans to adopt this standard on September 1, 2019. ASU 2016-02 initially required entities to adopt the standard using a modified retrospective transition method. In July 2018, the FASB issued certain updates including ASU 2018-11, Leases (Topic 842): Targeted Improvements, which provide optional transition practical expedients allowing companies to adopt the new standard with a cumulative effect adjustment as of the beginning of the year of adoption with prior year comparative financial information and disclosures remaining as previously reported. The Company plans to elect this optional practical expedient.


62		The Greenbrier Companies 2019 Annual Report

The Company evaluated the transition and presentation approaches available as well as the impact of the new guidance on its consolidated financial statements and related disclosures, including the increase in the assets and liabilities on its balance sheet, and the impact on its current lease portfolio from both a lessor and lessee perspective. To facilitate this, the Company utilized a comprehensive approach to review its lease portfolio, as well as assessed system requirements and control implications. The new guidance provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which allows it not to reassess under the new guidance their prior conclusions about lease identification and initial direct costs. The Company did not elect the use-of-hindsight practical expedient. In addition, the new guidance provides practical expedients for an entity’s ongoing lessee accounting. The Company elected to not separate lease and non-lease components for the majority of its asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify which means it will not recognize right-of-use assets or lease liabilities for these leases.

The most significant effects of adoption relate to the recognition of a right-of-use asset and lease liability on the Company’s balance sheet for operating leases and providing new disclosures about its leasing activities. The Company currently expect the right-of-use asset and lease liability as of September 1, 2019 will be between $40 and $45 million. The adoption of this new standard also requires the Company to eliminate deferred gains associated with certain sale-leaseback transactions and upon implementation the Company will record an increase to retained earnings of approximately $5 million. In addition, the Company will derecognize approximately $9 million of existing assets and approximately $13 million of deferred revenue for railcar transactions previously not qualifying as sales due to continuing involvement, that now qualify for sale accounting under the new guidance upon adoption. The gain associated with this change in accounting, will be offset by the recognition of a new guarantee liability, resulting in an immaterial net adjustment to retained earnings as of September 1, 2019. The Company does not expect the new guidance to have a material impact on its results of operations.

Derivatives and Hedging

In August 2017, the FASB issued Accounting Standards Update 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities (ASU 2017-12). This update improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to qualify for hedge accounting for non-financial and financial risk components, reduces complexity in fair value hedges of interest rate risk and eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. The new guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2019. We do not expect the new guidance to have a material impact on our results of operations.

Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued Accounting Standard Update 2016-13, Financial Instruments – Credit Losses (ASU 2016-13). This update introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other off-balance sheet credit exposures. The new guidance will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. The new guidance is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

Note 3 - Revenue Recognition

Contract balances

Contract assets primarily consist of unbilled receivables related to marine vessel construction and repair services, for which the respective contracts do not yet permit billing at the reporting date. Contract liabilities primarily


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consist of customer prepayments for manufacturing, maintenance, and other management-type services, for which the Company has not yet satisfied the related performance obligations.

The opening and closing balances of the Company’s contract balances are as follows:


(in thousands)	Balance sheet classification	September 1, 2018		August 31, 2019		$ change
Contract assets	Inventories	$	7,228	$	10,196	$	2,968
Contract liabilities ¹	Deferred revenue	$	41,250	$	39,203	$	(2,047	)

¹	Contract liabilities balance includes deferred revenue within the scope of the new revenue standard.

For the year ended August 31, 2019, the Company recognized $11.3 million of revenue that was included in Contract liabilities as of September 1, 2018.

Performance obligations

As of August 31, 2019, the Company has entered into contracts with customers for which revenue has not yet been recognized. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.


(in millions)	August 31, 2019
Revenue type:
Manufacturing – Railcar sales	$	2,897.9
Manufacturing – Marine	$	100.2
Services	$	153.0
Other	$	42.1

Manufacturing – Railcars intended for syndication ¹	$	317.2

¹	Not a performance obligation as defined in the new revenue standard and therefore not subject to audit

Based on current production and delivery schedules and existing contracts, approximately $1.9 billion of the Railcar Sales amount is expected to be recognized in 2020 while the remaining amount is expected in future periods. The table above excludes estimated revenue to be recognized at the Company’s Brazilian manufacturing operation, as they are accounted for under the equity method.

Revenue amounts reflected in Railcars intended for syndication may be syndicated to third parties or held in the Company’s fleet depending on a variety of factors.

Marine revenue is expected to be recognized through 2021 as vessel construction is completed.

Services includes management and maintenance services of which approximately 51% are expected to be performed through 2024 and the remaining amount ratably through 2037.

Note 4 - Acquisitions

Manufacturing business of American Railcar Industries, Inc. (ARI)

On July 26, 2019, the Company completed its acquisition of the manufacturing business of ARI for a purchase price of approximately $418.3 million. In connection with the acquisition, the Company acquired two railcar manufacturing facilities in Arkansas, as well as other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. The purchase price includes approximately $8.0 million for capital expenditures on railcar lining operations and other facility improvements. Included in the acquisition were equity interests in two railcar component manufacturing businesses which Greenbrier will account for under the equity method of accounting and recognize at their respective fair value as investments in unconsolidated affiliates.


64		The Greenbrier Companies 2019 Annual Report

The purchase price was funded by, and consisted of, a combination of cash on hand, the proceeds of a $300 million secured term loan, the issuance to the seller of a $50 million senior convertible note and a payable to the seller for a working capital true-up amount (See Note 14 – Notes Payable, net).

For the year ended August 31, 2019, the operations contributed by ARI’s manufacturing business generated revenues of $43.0 million and a loss from operations of $1.6 million, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment.

The preliminary purchase price of the net assets acquired from ARI was allocated as follows:


(in thousands)
Accounts receivable, net	$	28,257
Inventories		98,227
Property, plant and equipment, net		225,045
Investments in unconsolidated affiliates		40,314
Intangibles and other assets, net		36,785
Goodwill		56,816

Total assets acquired		485,444

Total liabilities assumed		67,174

Net assets acquired	$	418,270

The above purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and is subject to change as additional information is obtained related to the amounts allocated to the assets acquired and liabilities assumed. As a result of the proximity of the acquisition date to August 31, 2019 and as we did not acquire 100% of ARI, the amounts of all assets acquired and liabilities assumed are preliminary. During the measurement period, which may extend up to 12 months after the date of acquisition, the Company will adjust these assets and liabilities if new information is obtained about the facts and circumstances that existed as of the acquisition date and revised amounts will be recorded as of that date. The effect of measurement period adjustments to the estimated amounts will be reflected on a prospective basis.

The identified intangible assets assumed in the acquisition were recognized as follows:


(In thousands)	Fair value		Weighted average estimated useful life (in years)
Trademarks and patents	$	19,500		9
Customer and supplier relationships		16,071		7

Identified intangible assets subject to amortization		35,571
Other identified intangible assets not subject to amortization		860

Total identified intangible assets	$	36,431


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In accordance with ASC 805, the following unaudited pro forma financial information summarizes the combined operating results of Greenbrier and ARI’s manufacturing business as if the acquisition of ARI’s manufacturing business occurred on September 1, 2017. In addition, this pro forma financial information includes acquisition-related adjustments including depreciation expense to reflect the increased fair value of property, plant and equipment, amortization expense related to identified intangible assets, interest expense on the $50 million convertible senior note and $300 million senior term debt issued, and the related income tax effects. This pro forma financial information is presented for informational purposes only and does not include adjustments relating to the Company’s expected cost-savings and other synergies, and as such, is not indicative of the results of operations that would have been achieved if the acquisition had occurred on September 1, 2017 or of results that may occur in the future.


	As of August 31,
(In thousands, except per share amounts)	2019		2018
Revenue	$	3,462,255	$	2,893,400
Net earnings attributable to Greenbrier	$	57,284	$	137,399
Basic earnings per common share	$	1.76	$	4.45
Diluted earnings per common share	$	1.73	$	4.25

GBW

On August 20, 2018, the Company entered into a dissolution agreement with Watco Companies, LLC, its previous joint venture partner, to discontinue their GBW Railcar Services railcar repair joint venture. Pursuant to the dissolution agreement, previously operated Greenbrier repair shops and associated employees returned to the Company. Additionally, the dissolution agreement provides that certain agreements entered into in connection with the original creation of GBW in 2014 were terminated as of the transaction date, including the leases of real and personal property, service agreements, and certain employment-related agreements.

As the assets received and liabilities assumed from GBW meet the definition of a business, the Company has accounted for this transaction as a business combination. The total net assets acquired were approximately $57.6 million. Additionally, the Company removed the book value of its remaining equity method investment in, and note receivable due from, the joint venture.

For the year ended August 31, 2019, the Repair operations generated consolidated revenues of $87.5 million and a loss from operations of $24.9 million, which are reported in the Company’s consolidated financial statements as part of the Wheels, Repair & Parts segment. This loss from operations includes $10.0 million of non-cash impairment loss from goodwill. See Note 9 – Goodwill.

Greenbrier Astra Rail

On June 1, 2017, Greenbrier and Astra Holding GmbH (Astra) contributed its European operations to a newly formed company, Greenbrier-Astra Rail (GAR), a Europe-based freight railcar manufacturing, engineering and repair business. As consideration for an approximate 75% controlling interest, Greenbrier agreed to pay Astra €30 million at closing, an additional €30 million which was paid on June 1, 2018 and issue an approximate 25% noncontrolling interest in the new company. The total net assets acquired of $115.8 million includes $38.3 million representing the fair value of the noncontrolling interest at the acquisition date.

Astra also received a put option to sell its entire noncontrolling interest to Greenbrier at an exercise price equal to the higher of fair value or a defined EBITDA multiple as measured on the exercise date. The option is exercisable 30 days prior to and up until June 1, 2022. Due to Astra’s redemption right under the put option, the noncontrolling interest has been classified as a Contingently redeemable noncontrolling interest in the mezzanine section of the Consolidated Balance Sheets. The carrying value of the noncontrolling interest cannot be less than the maximum redemption amount, which is the amount Greenbrier will settle the put option for if exercised. Adjustments to reconcile the carrying value to the maximum redemption amount are recorded to retained earnings.


66		The Greenbrier Companies 2019 Annual Report

For the year ended August 31, 2019 and 2018, the European operations contributed by Astra generated revenues of $150.3 million and $136.8 million, respectively, and a loss from operations of $19.4 million and $11.5 million, respectively, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment.

The purchase price of the net assets acquired from Astra was allocated as follows:


(in thousands)
Cash and cash equivalents	$	6,562
Accounts receivable, net		10,984
Inventories		30,454
Property, plant and equipment, net		75,296
Intangibles and other assets, net		17,300
Goodwill		25,746

Total assets acquired		166,342
Accounts payable and accrued liabilities		17,879
Deferred income taxes		7,292
Deferred revenue		964
Notes payable, net		24,382

Total liabilities assumed		50,517
Net assets acquired	$	115,825

On August 2, 2018, GAR entered in to an agreement with Rayvag Vagon Sanavi ve Ticaret A.S. (Rayvag) to take an approximately 68% ownership stake in Rayvag. Rayvag is a railcar manufacturer and provider of railcar repair and parts services based in Adana, Turkey. The amount paid to acquire the 68% ownership stake in Rayvag was not material to the Company’s consolidated financial statements.

Note 5 - Inventories


	As of August 31,
(In thousands)	2019			2018
Manufacturing supplies and raw materials	$	387,015		$	274,938
Work-in-process		156,614			105,021
Finished goods		130,576			57,969
Excess and obsolete adjustment		(9,512	)		(5,614	)

	$	664,693		$	432,314


	As of August 31,
(In thousands)	2019			2018			2017
Excess and obsolete adjustment
Balance at beginning of period	$	5,614		$	4,136		$	3,257
Charge to cost of revenue		9,734			4,023			2,781
Disposition of inventory		(5,651	)		(2,455	)		(2,003	)
Currency translation effect		(185	)		(90	)		101

Balance at end of period	$	9,512		$	5,614		$	4,136

Note 6 - Equipment on Operating Leases, net

Equipment on operating leases is reported net of accumulated depreciation of $44.2 million and $64.9 million as of August 31, 2019 and 2018, respectively. Depreciation expense was $13.3 million, $11.2 million and $12.1 million as of August 31, 2019, 2018 and 2017, respectively. In addition, certain railcar equipment leased-in by the Company on operating leases (see Note 22 – Lease Commitments) is subleased to customers under


		The Greenbrier Companies 2019 Annual Report			67

non-cancelable operating leases. Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases are as follows:


(In thousands)
Year ending August 31,
2020	$	23,490
2021		20,076
2022		17,949
2023		13,717
2024		9,450
Thereafter		5,583

	$	90,265

Certain equipment is also operated under daily, monthly or car hire utilization arrangements. Associated revenue amounted to $14.0 million, $12.8 million and $13.0 million for the years ended August 31, 2019, 2018 and 2017, respectively.

Note 7 - Property, Plant and Equipment, net


	As of August 31,
(In thousands)	2019			2018
Land and improvements	$	87,872		$	84,432
Machinery and equipment		539,952			414,865
Buildings and improvements		338,639			202,973
Construction in progress		66,744			48,406
Other		90,822			68,452

		1,124,029			819,128
Accumulated depreciation		(406,056	)		(361,932	)

	$	717,973		$	457,196

Depreciation expense was $62.3 million, $54.5 million and $45.5 million for the years ended August 31, 2019, 2018 and 2017, respectively.

Note 8 - Investments In Unconsolidated Affiliates

GBW

The Company had a 50% ownership interest in GBW which performed railcar repair, refurbishment and maintenance until August 20, 2018, on which date the Company entered into a dissolution agreement (See Note 4 – Acquisitions). The Company accounted for its interest in GBW under the equity method of accounting.

The assets and liabilities shown below as of August 31, 2019 primarily represent remaining cash and a payable to its owners, while the summarized income statement for the year ended August 31, 2019 is for GBW’s full year of activity.

Summarized financial data for GBW is as follows:


	As of August 31,
(In thousands)	2019		2018
Current assets	$	1,248	$	8,531
Total assets	$	1,248	$	8,531
Current liabilities	$	1,248	$	23,283
Total liabilities	$	1,248	$	23,283


68		The Greenbrier Companies 2019 Annual Report


	Years ended August 31,
(In thousands)	2019			2018			2017
Revenue	$	879		$	238,033		$	253,436
Margin	$	(1,126	)	$	(6,047	)	$	(4,058	)
Net loss ⁽¹⁾	$	(4,104	)	$	(51,679	)	$	(36,947	)

⁽¹⁾	In 2018 and 2017, GBW recorded a pre-tax goodwill impairment loss of $26.4 million and $11.2 million, respectively.

Greenbrier-Maxion

The Company has a 60% ownership interest in Greenbrier-Maxion, a railcar manufacturer in Brazil. Greenbrier-Maxion also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment. The Company does not consolidate Greenbrier-Maxion for financial reporting purposes and accounts for its interest under the equity method of accounting as the entity’s governance provisions require that all significant decisions of Greenbrier-Maxion are subject to shared consent of its shareholders.

Summarized financial data for Greenbrier-Maxion is as follows:


	As of August 31,
(In thousands)	2019		2018
Current assets	$	39,768	$	41,619
Total assets	$	85,167	$	61,034
Current liabilities	$	62,541	$	38,027
Total liabilities	$	74,261	$	41,539


	Years ended August 31,
(In thousands)	2019			2018			2017
Revenue	$	99,547		$	187,664		$	228,510
Margin	$	2,017		$	10,086		$	24,372
Net income (loss)	$	(9,144	)	$	(3,006	)	$	1,378

Amsted-Maxion

The Company has a 24.5% ownership interest in Amsted-Maxion, a manufacturer of castings and components for railcars and other heavy equipment. The Company retains an option to increase its ownership to 29.5% subject to certain conditions. Amsted-Maxion has a 40% ownership position in Greenbrier-Maxion. The Company accounts for its interest in Amsted-Maxion under the equity method of accounting.

Summarized financial data for Amsted-Maxion is as follows:


	As of August 31,
(In thousands)	2019		2018
Current assets	$	25,220	$	21,463
Total assets	$	107,451	$	111,589
Current liabilities	$	54,445	$	27,981
Total liabilities	$	88,016	$	83,407


	Years ended August 31,
(In thousands)	2019			2018			2017
Revenue	$	86,421		$	96,490		$	90,114
Margin	$	4,949		$	8,001		$	5,983
Net loss	$	(9,268	)	$	(9,590	)	$	(20,114	)


		The Greenbrier Companies 2019 Annual Report			69

Other Unconsolidated Affiliates

The Company has nine other unconsolidated affiliates which are accounted for under the equity method of accounting. For the year ended August 31, 2019, the Company recognized net earnings of $3.7 million from these other unconsolidated affiliates.

Summarized financial information, shown as 100% of these other unconsolidated affiliates in aggregate are as follows:


	As of August 31,
(In thousands)	2019		2018
Current assets	$	45,287	$	32,168
Total assets	$	255,549	$	239,535
Current liabilities	$	9,836	$	3,647
Total liabilities	$	49,747	$	52,852


	Years ended August 31,
(In thousands)	2019		2018		2017
Revenue	$	50,423	$	25,549	$	39,161
Margin	$	19,877	$	11,360	$	8,015
Net income	$	12,751	$	6,988	$	5,202

Note 9 - Goodwill

Changes in the carrying value of goodwill are as follows:


(In thousands)	Manufacturing			Wheels, Repair & Parts			Leasing & Services		Total
Balance August 31, 2018	$	27,083		$	51,128		$	–	$	78,211
Additions ⁽¹⁾		61,408			2,162			–		63,570
Translation		(1,809	)		–			–		(1,809	)
Goodwill Impairment		–			(10,025	)		–		(10,025	)

Balance August 31, 2019	$	86,682		$	43,265		$	–	$	129,947

⁽¹⁾	Additions to goodwill relate to purchase price adjustments for the GBW repair shop transaction (Wheels, Repair & Parts) and the Rayvag acquisition (Manufacturing) and the acquisition of ARI (Manufacturing). See Note 4 – Acquisitions.


(In thousands)	Goodwill
Gross goodwill balance before accumulated goodwill impairment losses and other reductions	$	292,497
Accumulated goodwill impairment losses		(138,234	)
Accumulated other reductions		(24,316	)

Balance August 31, 2019	$	129,947

The Company performed its annual goodwill impairment test during the third quarter. The Company utilized both the qualitative assessment and the quantitative goodwill impairment test as part of its annual goodwill impairment test. For reporting units requiring a quantitative goodwill impairment test, the Company determined the fair value of the reporting units while considering both the income and market approaches. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, the Company estimates the fair value based on observed market multiples for comparable businesses, when appropriate.

Based on the results of the Company’s annual impairment test, the fair values of its reporting units exceeded their carrying values except for the repair reporting unit. The Company initially recorded the repair goodwill following the GBW repair shop transaction in 2018. As a result of near-term operational challenges and updated estimated future cash flows, a non-cash impairment charge of $10.0 million was recorded during the year ended August 31, 2019.


70		The Greenbrier Companies 2019 Annual Report

Note 10 - 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:


	As of August 31,
(In thousands)	2019			2018
Intangible assets subject to amortization:
Customer and supplier relationships	$	89,722		$	73,601
Accumulated amortization		(48,850	)		(44,656	)
Other intangibles		34,031			15,219
Accumulated amortization		(6,908	)		(5,319	)

		67,995			38,845

Intangible assets not subject to amortization		5,450			5,115
Prepaid and other assets		15,749			18,935
Nonqualified savings plan investments		27,967			26,299
Debt issuance costs, net		4,568			1,824
Assets held for sale		3,650			3,650

	$	125,379		$	94,668

Amortization expense for the years ended August 31, 2019, 2018 and 2017 was $6.3 million, $5.3 million and $4.8 million, respectively. Amortization expense for the years ending August 31, 2020, 2021, 2022, 2023 and 2024 is expected to be $10.9 million, $10.9 million, $7.6 million, $6.3 million and $6.3 million, respectively.

Note 11 - Revolving Notes

Senior secured credit facilities, consisting of three components, aggregated to $705.4 million as of August 31, 2019.

As of August 31, 2019, a $600.0 million revolving line of credit, maturing June 2024, 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 1.50% or Prime plus 0.50% 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 August 31, 2019, lines of credit totaling $55.4 million secured by certain of the Company’s European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.1% to WIBOR plus 1.5% and Euro Interbank Offered Rate (EURIBOR) plus 1.1% to EURIBOR plus 1.5%, were available for working capital needs of the European manufacturing operations. European credit facilities are continually being renewed. Currently, these European credit facilities have maturities that range from December 2019 through November 2021.

As of August 31, 2019, the Company’s Mexican railcar manufacturing joint venture has two lines of credit totaling $50.0 million. The first line of credit provides up to $30.0 million. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican railcar manufacturing joint venture will be able to draw against this facility through March 2024. The second 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 railcar manufacturing joint venture will be able to draw amounts available under this facility through June 2021.


		The Greenbrier Companies 2019 Annual Report			71

As of August 31, 2018, outstanding commitments under the senior secured credit facilities consisted of $72.2 million in letters of credit under the North American credit facility and $27.7 million outstanding under the European credit facilities.

Note 12 - Accounts Payable and Accrued Liabilities


	As of August 31,
(In thousands)	2019		2018
Trade payables	$	302,009	$	226,405
Other accrued liabilities		108,939		86,175
Accrued payroll and related liabilities		106,669		105,111
Accrued warranty		46,678		27,395
Income taxes payable		4,065		4,771

	$	568,360	$	449,857

Note 13 - Warranty Accrual


	As of August 31,
(In thousands)	2019			2018			2017
Balance at beginning of period	$	27,395		$	20,737		$	12,159
Charged to cost of revenue		5,014			12,323			6,872
Acquisition		23,895			–			3,526
Payments		(8,594	)		(5,217	)		(2,649	)
Currency translation effect		(1,032	)		(448	)		829

Balance at end of period	$	46,678		$	27,395		$	20,737

Note 14 - Notes Payable, net


	As of August 31,
(In thousands)	2019			2018
Term loans	$	521,544		$	179,923
2.875% Convertible senior notes, due 2024		275,000			275,000
2.25% Convertible senior notes, due 2024		50,000			–
Other notes payable		14,001			14,798

	$	860,545		$	469,721
Debt discount and issuance costs		(37,660	)		(33,516	)

	$	822,885		$	436,205

Term loans are primarily composed of:

•

$300 million of senior term debt, with a maturity date of June 2024 unless the Convertible senior notes due July 2024 are outstanding as of November 1, 2023, in which case the debt matures on that date. The debt bears a floating interest rate of LIBOR plus 1.5% with principal of $3.75 million paid quarterly in arrears and a balloon payment of $232.5 million due at maturity. An interest rate swap agreement was entered into on 50% of the initial balance to swap the floating interest rate of LIBOR plus 1.5% to a fixed rate of 3.19%. The principal balance as of August 31, 2019 was $300.0 million.

•

$225 million of senior term debt, with a maturity date of September 2023, which is secured by a pool of leased railcars. The debt bears a floating interest rate of LIBOR plus 1.5% with principal of $1.97 million paid quarterly in arrears and a balloon payment of $185.6 million due at maturity. An interest rate swap


72		The Greenbrier Companies 2019 Annual Report

agreement was entered into on 50% of the initial balance to swap the floating interest rate of LIBOR plus 1.5% to a fixed rate of 4.49%. The principal balance as of August 31, 2019 was $217.1 million.

•

Other term loans with an aggregate balance of $4.4 million as of August 31, 2019 and maturity dates ranging from April 2020 to September 2022.

Convertible senior notes, due 2024, bear interest at a fixed rate of 2.875%, paid semi-annually in arrears on February 1^stand August 1^st. The convertible notes mature on February 1, 2024, unless earlier repurchased by the Company or converted in accordance with their terms. Upon the satisfaction of certain conditions, holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date. The convertible notes are senior unsecured obligations and rank equally with other senior unsecured debt. The convertible notes are convertible into shares of the Company’s common stock, at an initial conversion rate of 16.6234 shares per $1,000 principal amount of the notes (which is equal to an initial conversion price of $60.16 per share). The initial conversion rate and conversion price are subject to adjustment upon the occurrence of certain events, such as distributions, dividends or stock splits. There were $33.1 million of initial debt discount and $8.0 million of original debt issuance costs included in Notes Payable, net on the Company’s Consolidated Balance Sheet. The debt discount represents the difference between the debt principal and the value of a similar debt instrument that does not have a conversion feature at issuance. The debt discount is being amortized using the effective interest rate method through February 2024 and the amortization expense is included in Interest and Foreign exchange on the Company’s Consolidated Statement of Income. In accordance with ASC 470-20, the Company separately accounts for the liability component (debt principal net of debt discount) and equity component. The liability component is recognized as the fair value of a similar instrument that does not have a conversion feature at issuance. To determine the fair value of the liability component, the Company assumed an interest rate of approximately 5% which resulted in a fair value of $241.9 million. The equity component, which is the conversion feature at issuance, is recognized as the difference between the proceeds from the issuance of the notes ($275 million) and the fair value of the liability component ($241.9 million). As of August 31, 2019 and 2018, the equity component was $33.1 million which was recorded on the Company’s Consolidated Balance Sheet in Additional paid-in capital, net of tax of $12.3 million. As of August 31, 2019, the Company has reserved approximately 6.3 million shares for issuance upon conversion of these notes.

Convertible senior notes, due 2024, bear interest at a fixed rate of 2.25%, paid semi-annually in arrears on February 1^stand August 1^st. The convertible notes mature on July 26, 2024, unless earlier repurchased by the Company or converted in accordance with their terms. Upon the satisfaction of certain conditions, holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date. The convertible notes are senior unsecured obligations and rank equally with other senior unsecured debt. The convertible notes are convertible into shares of the Company’s common stock, at an initial conversion rate of 22.1910 shares per $1,000 principal amount of the notes (which is equal to an initial conversion price of $45.06 per share). The initial conversion rate and conversion price are subject to adjustment upon the occurrence of certain events, such as distributions, dividends or stock splits. There was $4.9 million of initial debt discount included in Notes Payable, net on the Company’s Consolidated Balance Sheet. The debt discount represents the difference between the debt principal and the value of a similar debt instrument that does not have a conversion feature at issuance. The debt discount is being amortized using the effective interest rate method through July 2024 and the amortization expense is included in Interest and Foreign exchange on the Company’s Consolidated Statement of Income. In accordance with ASC 470-20, the Company separately accounts for the liability component (debt principal net of debt discount) and equity component. The liability component is recognized as the fair value of a similar instrument that does not have a conversion feature at issuance. To determine the fair value of the liability component, the Company assumed an interest rate of approximately 5% which resulted in a fair value of $45.1 million. The equity component, which is the conversion feature at issuance, is recognized as the difference between the proceeds from the issuance of the notes (fair value of $50 million) and the fair value of the liability component ($45.1 million). As of August 31, 2019, the equity component was $4.9 million which was recorded on the Company’s Consolidated Balance Sheet in Additional paid-in capital, net of tax of $1.2 million. As of August 31, 2019, the Company has reserved approximately 1.5 million shares for issuance upon conversion of these notes.

Other notes payable includes $14.0 million of unsecured debt with maturity dates of November 2019 and September 2020.


		The Greenbrier Companies 2019 Annual Report			73

The notes payable, along with the revolving and operating lines of credit, contain certain covenants with respect to the Company and various subsidiaries, the most restrictive of which, among other things, limit the ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into capital leases; 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 the Company’s 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 and rent) coverage.

As of August 31, 2019 principal payments on the notes payable are expected as follows:


(In thousands)
Year ending August 31,
2020	$	29,084
2021		30,921
2022		23,258
2023		22,907
2024 ⁽¹⁾		754,375
Thereafter		–

	$	860,545

(1)

The repayment of the $275.0 million of Convertible senior notes due February 2024 and the $50.0 million of Convertible senior notes due July 2024 is assumed to occur at the scheduled maturity in 2024 instead of assuming an earlier conversion by the holders.

Note 15 - 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 August 31, 2019 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros and Pound Sterling aggregated to $71.6 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 May 2022, any such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions. In the event that the underlying 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 August 31, 2019 exchange rates, approximately $0.9 million would be reclassified to revenue or cost of revenue in the next year.

At August 31, 2019, an interest rate swap agreement maturing in September 2023 had a notional amount of $109.5 million and an interest rate swap agreement maturing in June 2024 had a notional amount of $150.0 million. The fair value of the contracts are included on the Consolidated Balance Sheets in Accounts payable and accrued liabilities when there is a loss, or in Accounts receivable, net when there is a gain. 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 August 31, 2019 interest rates, approximately $0.2 million would be reclassified to interest expense in the next year.


74		The Greenbrier Companies 2019 Annual Report

Fair Values of Derivative Instruments


	Asset Derivatives					Liability Derivatives
		August 31,					August 31,
		2019		2018			2019		2018
(In thousands)	Balance sheet caption	Fair Value		Fair Value		Balance sheet caption	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	64	$	700	Accounts payable and accrued liabilities	$	437	$	1,211
Interest rate swap contracts	Intangibles and other assets, net		–		781	Accounts payable and accrued liabilities		10,255		1

		$	64	$	1,481		$	10,692	$	1,212

Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable, net	$	–	$	76	Accounts payable and accrued liabilities	$	587	$	354

The Effect of Derivative Instruments on the Consolidated Statements of Income


Derivatives in cash flow hedging relationships	Financial statement caption of gain recognized in income on derivative	Gain (loss) recognized in income on derivatives Years ended August 31,
		2019		2018
Foreign forward exchange contract	Interest and foreign exchange	$	213	$	1,052
Interest rate swap contracts	Interest and foreign exchange		–		(1	)

		$	213	$	1,051


Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) Years ended August 31,						Financial statement caption of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income (effective portion) Years ended August 31,						Financial statement caption of gain (loss) in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing) Years ended August 31,
	2019			2018				2019			2018				2019			2018
Foreign forward exchange contracts	$	(1,261	)	$	(658	)	Revenue	$	(764	)	$	1,145		Revenue	$	1,346		$	854
Foreign forward exchange contracts		(421	)		(1,093	)	Cost of revenue		(1,030	)		(429	)	Cost of revenue		935			306
Interest rate swap contracts		(11,582	)		1,632		Interest and foreign exchange		(545	)		(298	)	Interest and foreign exchange		(587	)		–

	$	(13,264	)	$	(119	)		$	(2,339	)	$	418			$	1,694		$	1,160

Note 16 - Equity

Stock Incentive Plan

The 2014 Amended and Restated Stock Incentive Plan was amended and restated as the 2017 Amended and Restated Stock Incentive Plan on October 24, 2017 and approved by stockholders on January 5, 2018. The stockholders also approved an increase in the total number of shares reserved for issuance by 1,100,000 shares.


		The Greenbrier Companies 2019 Annual Report			75

As a result, the maximum aggregate number of the Company’s common shares authorized for issuance is 5,425,000. The 2017 Amended and Restated Stock Incentive Plan provides for the grant of incentive stock options, non-statutory stock options, restricted shares, restricted stock units and stock appreciation rights.

On August 31, 2019 there were 849,522 shares available for grant compared to 1,050,675 and 233,271 shares available for grant as of the years ended August 31, 2018 and 2017, respectively. There are no stock options or stock appreciation rights outstanding as of August 31, 2019. The Company currently grants restricted shares and restricted stock units. Restricted share grants are considered outstanding shares of common stock at the time they are issued. The holders of unvested restricted shares are entitled to voting rights and participation in dividends. Shares associated with restricted stock unit awards are not considered legally outstanding shares of common stock until vested. Restricted stock unit awards, including performance-based awards, are entitled to participate in dividends and these awards are considered participating securities and are considered outstanding for earnings per share purposes when the effect is dilutive.

During the years ended August 31, 2019, 2018 and 2017, the Company awarded restricted share and restricted stock unit grants totaling 313,540, 317,036, and 269,705 shares, respectively, which include performance-based grants. As of August 31, 2019, there were a total of 397,260 shares associated with unvested performance-based grants. The actual number of shares that will vest associated with performance-based grants will vary depending on the Company’s performance. Approximately 397,260 additional shares may be granted if performance-based restricted stock unit awards vest at stretch levels of performance. These additional shares are associated with restricted stock unit awards granted during the years ended August 31, 2019, 2018 and 2017. The fair value of awards granted was $17.4 million, $15.2 million, and $11.3 million for the years ended August 31, 2019, 2018 and 2017, respectively.

The value, at the date of grant, of stock awarded under restricted share grants and restricted stock unit grants is amortized as compensation expense over the lesser of the vesting period of one to three years or to the recipients eligible retirement date. Compensation expense recognized related to restricted share grants and restricted stock unit grants for the years ended August 31, 2019, 2018 and 2017 was $12.4 million, $17.2 million, and $20.2 million, respectively, and was recorded in Selling and administrative and Cost of revenue on the Consolidated Statements of Income. Unamortized compensation cost related to restricted stock grants was $15.0 million as of August 31, 2019.

Total unvested restricted share and restricted stock unit grants were 697,949 and 788,744 as of August 31, 2019 and 2018. The following table summarizes restricted share and restricted stock unit grant transactions for shares, both vested and unvested, under the 2017 Amended and Restated Stock Incentive Plan:


	Shares
Balance at August 31, 2016 ⁽¹⁾		3,848,230
Granted		269,705
Forfeited		(26,206	)

Balance at August 31, 2017 ⁽¹⁾		4,091,729
Granted		317,036
Forfeited		(34,440	)

Balance at August 31, 2018 ⁽¹⁾		4,374,325
Granted		313,540
Forfeited		(112,387	)

Balance at August 31, 2019 ⁽¹⁾		4,575,478

⁽¹⁾	Balance represents cumulative grants net of forfeitures.

Share Repurchase Program


76		The Greenbrier Companies 2019 Annual Report

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 program may be modified, suspended or discontinued at any time without prior notice. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.

There were no shares repurchased during the years ended August 31, 2019 and 2018. As of August 31, 2019 the Company had cumulatively repurchased 3,206,226 shares for approximately $137.0 million.

Note 17 - Earnings Per Share

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

Years ended August 31,

(In thousands)

2019

2018

2017

Weighted average basic common shares outstanding ⁽¹⁾

32,615

30,857

29,225

Dilutive effect of 3.5% Convertible notes ⁽²⁾

n/a

1,821

3,295

Dilutive effect of 2.875% Convertible notes ⁽³⁾

–

Dilutive effect of 2.25% Convertible notes ⁽⁴⁾

–

n/a

Dilutive effect of restricted stock units ⁽⁵⁾

550

157

Weighted average diluted common shares outstanding

33,165

32,835

32,562

(1)

Restricted stock grants and restricted stock units that are considered participating securities, 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. No restricted stock and restricted stock units were anti-dilutive for the years ended August 31, 2019, 2018 and 2017.

(2)

The dilutive effect of the 3.5% Convertible notes was included as they were considered dilutive under the “if converted” method as further discussed below for the years ended August 31, 2018 and 2017. The 3.5% Convertible notes matured on April 1, 2018.

(3)

The 2.875% Convertible notes were issued in February 2017. The dilutive effect of the 2.875% Convertible notes was excluded for the years ended August 31, 2019, 2018 and 2017 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.

(4)

The 2.25% Convertible notes were issued in July 2019. The dilutive effect of the 2.25% Convertible notes was excluded for the year ended August 31, 2019 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.

(5)

Restricted stock units that are not considered participating securities and restricted stock units 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.


		The Greenbrier Companies 2019 Annual Report			77

Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes were included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.


	Years ended August 31,
	2019		2018		2017
Net earnings attributable to Greenbrier	$	71,076	$	151,781	$	116,067
Add back:
Interest and debt issuance costs on the 3.5% Convertible notes, net of tax		n/a		2,031		2,932

Earnings before interest and debt issuance costs on the 3.5% Convertible notes	$	71,076	$	153,812	$	118,999

Weighted average diluted common shares outstanding		33,165		32,835		32,562
Diluted earnings per share ⁽¹⁾	$	2.14	$	4.68	$	3.65

(1)

Diluted earnings per share was calculated as follows:

Earnings

before interest and debt issuance costs on the 3.5% Convertible notes

Weighted

average diluted common shares outstanding

Note 18 - Related Party Transactions

In June 2017, the Company purchased a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. The railcars sold to this leasing warehouse are principally built by Greenbrier. The Company accounts for this leasing warehouse investment under the equity method of accounting. As of August 31, 2019, the carrying amount of the investment was $5.8 million which is classified in Investment in unconsolidated affiliates in the Consolidated Balance Sheet. Upon sale of railcars to this entity from Greenbrier, 60% of the related revenue and margin is recognized and 40% is deferred until the railcars are ultimately sold by the entity. The Company recognized $18 million, $16 million and $130 million in revenue associated with railcars sold into the leasing warehouse during the years ended August 31, 2019, 2018 and 2017, respectively. An additional $6 million and $48 million in revenue was recognized associated with railcars sold out of the leasing warehouse during the years ended August 31, 2019 and 2018, respectively. The Company also provides administrative and remarketing services to this entity and earns management fees for these services which were immaterial for the year ended August 31, 2019, 2018 and 2017.

As of August 31, 2019, the Company had a $10.0 million note receivable from Amsted-Maxion, its unconsolidated Brazilian castings and components manufacturer and an $18.4 million note receivable balance from Greenbrier-Maxion, its unconsolidated Brazilian railcar manufacturer. These note receivables are included on the Consolidated Balance Sheet in Accounts receivable, net.

The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture that manufactures and sells axles to its joint venture partners for use and distribution both domestically and internationally in traditional freight railcar markets and other railcar markets. The Company obtained its ownership interest in Axis as part of the acquisition of the manufacturing business of ARI on July 26, 2019. For the year ended August 31, 2019, the Company purchased $1.6 million of railcar components from Axis.

Mr. Furman is the owner of a private aircraft managed by a private independent management company. From time to time, the Company’s business requires charter use of privately-owned aircraft. In such instances, it is possible that charters may be placed on Mr. Furman’s aircraft. The Company placed charters on Mr. Furman’s aircraft aggregating $1.5 million, $0.5 million and $0.5 million for each of the years ended August 31, 2019, 2018 and 2017, respectively.


78		The Greenbrier Companies 2019 Annual Report

In July 2014, the Company and Watco Companies LLC completed the formation of GBW, an unconsolidated 50/50 joint venture. The Company accounted for its interest in GBW under the equity method of accounting. On August 20, 2018 we entered into an agreement with our joint venture partner to discontinue the GBW railcar repair joint venture. The Company leased real and personal property to GBW with lease revenue totaling approximately $5 million for the years ended August 31, 2018 and 2017. The Company sold wheel sets and components to GBW which totaled $16.5 million and $18.3 million for the years ended August 31, 2018 and 2017, respectively. GBW provided services to the Company which totaled $0.4 million and $1.0 million for the years ended August 31, 2018 and 2017, respectively.

Note 19 - Income Taxes

Components of income tax expense were as follows:


	Years ended August 31,
(In thousands)	2019			2018			2017
Current
Federal	$	18,894		$	28,357		$	22,710
State		4,775			3,244			305
Foreign		37,391			38,628			35,893

		61,060			70,229			58,908
Deferred
Federal		(8,559	)		(33,459	)		9,418
State		(2,542	)		(344	)		(1,467	)
Foreign		(8,433	)		(3,690	)		(2,732	)

		(19,534	)		(37,493	)		5,219

Change in valuation allowance		62			157			(113	)

Income tax expense	$	41,588		$	32,893		$	64,014

Income tax expense was computed using different statutory rates for the years presented. Due to the 2017 Tax Cuts and Jobs Act (Tax Act) enacted on December 22, 2017, the federal statutory rate was reduced from 35% to 21% effective January 1, 2018. The U.S. federal corporate statutory rates presented are 21%, 25.7% and 35% for fiscal years 2019, 2018 and 2017, respectively.

The Company recognized the income tax effects of the Tax Act in its financial statements in accordance with Staff Accounting Bulletin No. 118 (SAB 118), which provided guidance for the application of ASC 740 Income Taxes, in the reporting period in which the Tax Act was signed into law. During the year ended August 31, 2018, deferred income taxes were remeasured as a result of the new statutory rate resulting in a tax benefit of $33.6 million. The Tax Act also required the Company to accrue a transition tax on foreign earnings not previously subject to U.S. taxation, which resulted in $6.9 million of tax expense in 2018. This benefit was partially offset by a one-time accrual of $8.9 million of tax expense related to the transition tax on foreign earnings not previously subject to U.S. taxation. During the year ended August 31, 2019 the Company finalized all accounting for the specific income tax effects of the Tax Act for which the accounting under ASC 740 was previously incomplete.

For the year ended August 31, 2019, the Company has estimated the impacts of the Tax Act which became effective on January 1, 2018. The most significant item, impacting the Company in the current year, is the global intangible low-taxed income (GILTI) tax. The Company has made an accounting policy election to treat the GILTI tax as a current period expense and has included it in the financial statements.


		The Greenbrier Companies 2019 Annual Report			79

The reconciliation between effective and statutory tax rates on operations is as follows:


	Years ended August 31,
	2019			2018			2017
Federal statutory rate		21.0	%		25.7	%		35.0	%
State income taxes, net of federal benefit		1.3			0.8			0.1
Foreign operations, excluding transition tax		5.8			1.8			(3.4	)
Transition tax on foreign earnings		0.5			3.1			–
Remeasurement of domestic deferred taxes		–			(15.0	)		–
Change in valuation allowance		–			0.1			–
Noncontrolling interest in flow-through entity		(5.7	)		(2.4	)		(6.0	)
Permanent differences and other		4.2			0.6			1.4

Effective tax rate		27.1	%		14.7	%		27.1	%

Earnings before income tax and earnings from unconsolidated affiliates for the years ended August 31, 2019, 2018 and 2017 were $75.0 million, $110.8 million and $123.2 million, respectively, for our domestic U.S. operations and $78.2 million, $112.8 million and $113.0 million, respectively, for our foreign operations.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities were as follows:


	As of August 31,
(In thousands)	2019		2018
Deferred tax assets:
Accrued payroll and related liabilities	$	21,978	$	18,461
Deferred revenue		8,296		10,642
Inventories and other		15,392		10,518
Maintenance and warranty accruals		3,596		7,201
Net operating losses		3,182		2,002
Investment and asset tax credits		1,560		1,439

		54,004		50,263
Deferred tax liabilities:
Fixed assets		56,760		70,942
Original issue discount		6,253		6,099
Intangibles		2,813		2,474
Other		1,432		1,831

		67,258		81,346

Valuation allowance		692		657

Net deferred tax liability	$	13,946	$	31,740

As of August 31, 2019, the Company had $1.4 million of state credit carryforwards that will begin to expire in 2021 and $19.6 million of foreign NOL carryforwards that will begin to expire in 2020. The Company has placed valuation allowances against any deferred tax assets for which no benefit is anticipated, including those for loss and credit carryforwards not likely to be used before their expiration dates. The net increase in the total valuation allowance on deferred taxes for which no benefit is anticipated was less than $0.1 million for the year ended August 31, 2019.

Prior to 2018 no provision had been made for U.S. income taxes on the Company’s cumulative undistributed earnings from foreign subsidiaries. During fiscal 2018 these earnings were subject to the one-time transition tax on the deemed repatriation of undistributed foreign earnings. Notwithstanding this deemed inclusion in taxable income, any actual repatriation would be accompanied by foreign withholding taxes. The Company does not intend to repatriate these foreign earnings and continues to assert that its foreign earnings are indefinitely reinvested.


80		The Greenbrier Companies 2019 Annual Report

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


	Years ended August 31,
(In thousands)	2019			2018			2017
Unrecognized Tax Benefit – Opening Balance	$	1,608		$	1,820		$	942
Gross increases – tax positions in prior period		–			237			1,368
Gross decreases – tax positions in prior period		(3	)		(449	)		(53	)
Settlements		–			–			–
Lapse of statute of limitations		–			–			(437	)

Unrecognized Tax Benefit – Ending Balance	$	1,605		$	1,608		$	1,820

The Company is subject to taxation in the U.S. and in various states and foreign jurisdictions. The Company is effectively no longer subject to U.S. Federal examination for fiscal years ending before 2016, to state and local examinations before 2015, or to foreign examinations before 2014.

Unrecognized tax benefits, excluding interest, at August 31, 2019 were $1.6 million, all of which would affect the effective tax rate if recognized. The unrecognized tax benefits at August 31, 2018 were $1.6 million. Accrued interest on unrecognized tax benefits as of August 31, 2019 was $0.6 million and as of August 31, 2018 was $0.2 million. The Company recorded annual interest expense of approximately $0.4 million for changes in the reserves during each of the years ended August 31, 2019 and 2018. The Company has not accrued any penalties on the reserves. Interest and penalties related to income taxes are not classified as a component of income tax expense. Benefits from the realization of unrecognized tax benefits for deductible differences attributable to ordinary operations will be recognized as a reduction of income tax expense. The Company does not anticipate a significant change in the reserves for uncertain tax positions during the next twelve months.

Note 20 - Segment Information

The Company operates in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Prior to August 20, 2018, the Company operated in four reportable segments: Manufacturing; Wheels & Parts; Leasing & Services; and GBW Joint Venture. On August 20, 2018 the Company entered into an agreement with its joint venture partner to discontinue the GBW railcar repair joint venture, which resulted in 12 repair shops returned to the Company. Beginning on August 20, 2018, the GBW Joint Venture was no longer considered a reportable segment.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies. 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 was accounted for under the equity method of accounting.


		The Greenbrier Companies 2019 Annual Report			81

For the year ended August 31, 2019:


	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	2,431,499	$	97,086		$	2,528,585		$	217,583		$	6,370		$	223,953
Wheels, Repair & Parts		444,502		48,266			492,768			(2,941	)		902			(2,039	)
Leasing & Services		157,590		28,240			185,830			64,763			25,527			90,290
Eliminations		–		(173,592	)		(173,592	)		–			(32,799	)		(32,799	)
Corporate		–		–			–			(95,289	)		–			(95,289	)

	$	3,033,591	$	–		$	3,033,591		$	184,116		$	–		$	184,116

For the year ended August 31, 2018:


	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	2,044,586	$	118,157		$	2,162,743		$	240,901		$	17,721		$	258,622
Wheels, Repair & Parts		347,023		41,494			388,517			16,731			2,748			19,479
Leasing & Services		127,855		11,847			139,702			88,481			10,296			98,777
Eliminations		–		(171,498	)		(171,498	)		–			(30,765	)		(30,765	)
Corporate		–		–			–			(93,128	)		–			(93,128	)

	$	2,519,464	$	–		$	2,519,464		$	252,985		$	–		$	252,985

For the year ended August 31, 2017:


	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	1,725,188	$	19,291		$	1,744,479		$	295,334		$	1,022		$	296,356
Wheels, Repair & Parts		312,679		30,861			343,540			14,984			2,303			17,287
Leasing & Services		131,297		11,812			143,109			31,904			11,099			43,003
Eliminations		–		(61,964	)		(61,964	)		–			(14,424	)		(14,424	)
Corporate		–		–			–			(81,790	)		–			(81,790	)

	$	2,169,164	$	–		$	2,169,164		$	260,432		$	–		$	260,432


	Years ended August 31,
(In thousands)	2019		2018		2017
Assets:
Manufacturing	$	1,606,571	$	1,020,757	$	914,450
Wheels, Repair & Parts		306,725		306,756		236,315
Leasing & Services		708,799		578,818		535,323
Unallocated		368,542		559,133		711,617

	$	2,990,637	$	2,465,464	$	2,397,705

Depreciation and amortization:
Manufacturing	$	49,240	$	44,225	$	33,807
Wheels, Repair & Parts		13,024		10,771		11,143
Leasing & Services		21,467		19,360		20,179

	$	83,731	$	74,356	$	65,129

Capital expenditures:
Manufacturing	$	85,155	$	59,707	$	54,973
Wheels, Repair & Parts		13,291		5,204		3,129
Leasing & Services		99,787		111,937		27,963

	$	198,233	$	176,848	$	86,065


82		The Greenbrier Companies 2019 Annual Report

The following table summarizes selected geographic information.


	Years ended August 31,
(In thousands)	2019		2018		2017

Revenue ⁽¹⁾:
U.S.	$	2,115,934	$	1,840,877	$	1,674,517
Foreign		917,657		678,587		494,647

	$	3,033,591	$	2,519,464	$	2,169,164


Assets:
U.S.	$	2,110,864	$	1,677,144	$	1,307,239
Mexico		628,511		517,543		791,974
Europe		251,262		270,777		298,492

	$	2,990,637	$	2,465,464	$	2,397,705

⁽¹⁾	Revenue is presented on the basis of geographic location of customers.

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


	Years ended August 31,
(In thousands)	2019		2018		2017
Earnings from operations	$	184,116	$	252,985	$	260,432
Interest and foreign exchange		30,912		29,368		24,192

Earnings before income tax and loss from unconsolidated affiliates	$	153,204	$	223,617	$	236,240

Note 21 - Customer Concentration

Customer concentration is defined as a single customer that accounts for more than 10% of total revenues or accounts receivable. In 2019, revenue from one customer represented 26% of total revenue. In 2018, revenue from two customers represented 20% and 11% of total revenue. In 2017, revenue from one customer represented 20% of total revenue. No other customers accounted for more than 10% of total revenues for the years ended August 31, 2019, 2018, or 2017. One customer had a balance that individually equaled or exceeded 10% of accounts receivable and represented 14% of the consolidated accounts receivable balance at August 31, 2019. One customer had a balance that individually equaled or exceeded 10% of accounts receivable and represented 19% of the consolidated accounts receivable balance at August 31, 2018.

Note 22 - Lease Commitments

Lease expense for railcar equipment leased-in under non-cancelable leases was $7.7 million, $7.5 million and $7.6 million for the years ended August 31, 2019, 2018 and 2017. Aggregate minimum future amounts payable under these non-cancelable railcar equipment leases are as follows:


(In thousands)
Year ending August 31,
2020	$	6,200
2021		2,965
2022		1,762
2023		1,762
2024		1,413
Thereafter		376

	$	14,478

Operating leases for domestic railcar repair facilities, land, office space and certain manufacturing and office equipment expire at various dates through September 2098. Rental expense for these leases were $12.2 million,


		The Greenbrier Companies 2019 Annual Report			83

$8.7 million and $9.4 million for the years ended August 31, 2019, 2018 and 2017. Aggregate minimum future amounts payable under these non-cancelable operating leases are as follows:


(In thousands)
Year ending August 31,
2020	$	8,099
2021		5,781
2022		3,965
2023		3,395
2024		2,109
Thereafter		9,821

	$	33,170

Note 23 - Commitments and Contingencies

Portland Harbor Superfund Site

The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. 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. Ten private and public entities, including the Company (the Lower Willamette Group or LWG), 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 did not sign such consent, but nevertheless contributed money to the effort. The EPA-mandated RI/FS was produced by the LWG and cost over $110 million during a 17-year period. The Company bore a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure during the 17-year period was not material. Some or all of any such outlay may be recoverable from other responsible parties. The EPA issued its Record of Decision (ROD) for the Portland Harbor Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.

Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Site and the schedule for such remediation, 83 parties, including the State of Oregon and the federal government, entered into a non-judicial mediation process to try to allocate costs associated with remediation of the Portland Harbor site. Approximately 110 additional parties 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 been stayed by the court until January 16, 2020. The allocation process is continuing in parallel with the process to define the remediation steps.


84		The Greenbrier Companies 2019 Annual Report

and cost. On December 8, 2017, the EPA announced that Portland Harbor is one of 21 Superfund sites targeted for greater attention. On December 19, 2017, the EPA announced that it had entered a new AOC with a group of four potentially responsible parties to conduct additional sampling during 2018 and 2019 to provide more certainty about clean-up costs and aid the mediation process to allocate those costs. The parties to the mediation, including the Company, have agreed to help fund the additional sampling. The sampling is completed and the EPA is evaluating possible resulting changes to remediation cost estimates.

The ROD does not address responsibility for the costs of clean-up, nor does it allocate such costs among the potentially responsible parties. Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date. 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, remedial design, 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.

On January 30, 2017 the Confederated Tribes and Bands of Yakama Nation sued 33 parties including the Company as well as the United States and the State of Oregon for costs it incurred in assessing alleged natural resource damages to the Columbia River from contaminants deposited in Portland Harbor. Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al., United States Court for the District of Oregon Case No. 3i17-CV-00164-SB. The complaint does not specify the amount of damages the Plaintiff will seek. The case has been stayed until January 16, 2020.

Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing Operations

The Company has entered into a Voluntary Cleanup Agreement with the 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. 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 discussing with the DEQ potential remedial actions which may be required. The Company’s 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.

Other Litigation, Commitments and Contingencies

In connection with the acquisition of the manufacturing business of ARI, the Company agreed to assume potential legacy liabilities (known and unknown) related to railcars manufactured by ARI. Among these potential liabilities are certain retrofit and repair obligations arising from regulatory actions by the Federal Railroad Administration and the Association of American Railroads. In some cases, ARI shares with the Company the costs of these retrofit and repair obligations. The Company currently is not able to determine if any of these liabilities will have a material adverse impact on the Company’s results of operations.

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


		The Greenbrier Companies 2019 Annual Report			85

As of August 31, 2019, the Company had outstanding letters of credit aggregating to $24.4 million associated with performance guarantees, facility leases and workers compensation insurance.

Note 24 - Fair Value of Financial Instruments

The estimated fair values of financial instruments and the methods and assumptions used to estimate such fair values are as follows:


(In thousands)	Carrying Amount ¹		Estimated Fair Value (Level 2)
Notes payable as of August 31, 2019	$	860,545	$	838,728
Notes payable as of August 31, 2018	$	469,721	$	517,925

¹	Carrying amount disclosed in this table excludes debt discount and debt issuance costs.

The carrying amount of cash and cash equivalents, accounts and notes receivable, revolving notes, accounts payable and accrued liabilities, foreign currency forward contracts and interest rate swaps is a reasonable estimate of fair value of these financial instruments. Estimated rates currently available to the Company for debt with similar terms and remaining maturities and current market data are used to estimate the fair value of notes payable.

Note 25 - 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 which prioritizes the inputs used in measuring a 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 August 31, 2019 are:


(In thousands)	Total		Level 1		Level 2⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	64	$	–	$	64	$	–
Nonqualified savings plan investments		27,967		27,967		–		–
Cash equivalents		68,100		68,100		–		–

	$	96,131	$	96,067	$	64	$	–


Liabilities:
Derivative financial instruments	$	11,279	$	–	$	11,279	$	–

⁽¹⁾	Level 2 assets include derivative financial instruments which are valued based on significant observable inputs. See Note 15—Derivative Instruments for further discussion.


86		The Greenbrier Companies 2019 Annual Report

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2018 are:


(In thousands)	Total		Level 1		Level 2⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	1,557	$	–	$	1,557	$	–
Nonqualified savings plan investments		26,299		26,299		–		–
Cash equivalents		126,430		126,430		–		–

	$	154,286	$	152,729	$	1,557	$	–


Liabilities:
Derivative financial instruments	$	1,566	$	–	$	1,566	$	–


		The Greenbrier Companies 2019 Annual Report			87

Quarterly Results of Operations (Unaudited)


(In thousands, except per share amount)	First			Second			Third			Fourth			Total
2019
Revenue
Manufacturing	$	471,789		$	476,019		$	681,588		$	802,103		$	2,431,499
Wheels, Repair & Parts		108,543			125,278			124,980			85,701			444,502
Leasing & Services		24,191			57,374			49,584			26,441			157,590

		604,523			658,671			856,152			914,245			3,033,591
Cost of revenue
Manufacturing		417,805			442,996			590,788			686,036			2,137,625
Wheels, Repair & Parts		100,978			118,455			119,821			81,636			420,890
Leasing & Services		13,207			43,376			38,971			13,036			108,590

		531,990			604,827			749,580			780,708			2,667,105

Margin		72,533			53,844			106,572			133,537			366,486
Selling and administrative		50,432			47,892			54,377			60,607			213,308
Net gain on disposition of equipment		(14,353	)		(12,102	)		(11,019	)		(3,489	)		(40,963	)
Goodwill impairment		–			–			10,025			–			10,025

Earnings from operations		36,454			18,054			53,189			76,419			184,116

Other costs
Interest and foreign exchange		4,404			9,237			9,770			7,501			30,912

Earnings before income tax and earnings (loss) from unconsolidated affiliates		32,050			8,817			43,419			68,918			153,204

Income tax expense		(9,135	)		(2,248	)		(13,008	)		(17,197	)		(41,588	)

Earnings (loss) from unconsolidated affiliates		467			(786	)		(4,564	)		(922	)		(5,805	)

Net earnings		23,382			5,783			25,847			50,799			105,811
Net earnings attributable to noncontrolling interest		(5,426	)		(3,018	)		(10,599	)		(15,692	)		(34,735	)

Net earnings attributable to Greenbrier	$	17,956		$	2,765		$	15,248		$	35,107		$	71,076

Basic earnings per common share: ⁽¹⁾	$	0.55		$	0.08		$	0.47		$	1.08		$	2.18
Diluted earnings per common share: ⁽¹⁾	$	0.54		$	0.08		$	0.46		$	1.06		$	2.14

(1)

Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.


88		The Greenbrier Companies 2019 Annual Report

Quarterly Results of Operations (Unaudited)


(In thousands, except per share amount)	First			Second			Third			Fourth			Total
2018
Revenue
Manufacturing	$	451,485		$	511,827		$	510,099		$	571,175		$	2,044,586
Wheels, Repair & Parts		78,011			88,710			94,515			85,787			347,023
Leasing & Services		30,039			28,799			36,773			32,244			127,855

		559,535			629,336			641,387			689,206			2,519,464
Cost of revenue
Manufacturing		380,850			429,165			427,875			489,517			1,727,407
Wheels, Repair & Parts		72,506			80,708			85,850			79,266			318,330
Leasing & Services		16,865			14,116			19,155			14,536			64,672

		470,221			523,989			532,880			583,319			2,110,409

Margin		89,314			105,347			108,507			105,887			409,055
Selling and administrative		47,043			50,294			51,793			51,309			200,439
Net gain on disposition of equipment		(19,171	)		(5,817	)		(14,825	)		(4,556	)		(44,369	)

Earnings from operations		61,442			60,870			71,539			59,134			252,985

Other costs
Interest and foreign exchange		7,020			7,029			6,533			8,786			29,368

Earnings before income tax and earnings (loss) from unconsolidated affiliates		54,422			53,841			65,006			50,348			223,617

Income tax benefit (expense)		(18,135	)		11,301			(15,944	)		(10,115	)		(32,893	)

Earnings (loss) from unconsolidated affiliates		(2,910	)		147			(12,823	)		(3,075	)		(18,661	)

Net earnings		33,377			65,289			36,239			37,158			172,063
Net earnings attributable to noncontrolling interest		(7,124	)		(3,647	)		(3,288	)		(6,223	)		(20,282	)

Net earnings attributable to Greenbrier	$	26,253		$	61,642		$	32,951		$	30,935		$	151,781

Basic earnings per common share: ⁽¹⁾	$	0.90		$	2.10		$	1.03		$	0.95		$	4.92
Diluted earnings per common share: ⁽¹⁾	$	0.83		$	1.91		$	1.01		$	0.94		$	4.68

(1)

Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted 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 2.875% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.


		The Greenbrier Companies 2019 Annual Report			89

Item 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our 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 Principal Executive Officer and Principal 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 Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting during the quarter ended August 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.

As of the end of our 2019 fiscal year, management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that our internal control over financial reporting as of August 31, 2019 was effective.

On July 26, 2019 we completed our acquisition of the manufacturing business of ARI. Management excluded the manufacturing business of ARI from our 2019 assessment of the effectiveness of our internal control over financial reporting as of August 31, 2019. The manufacturing business of ARI accounted for approximately 16.1% of our total assets as of August 31, 2019 and from July 26, 2019 to August 31, 2019 accounted for approximately 1.4% of our revenues for the year ended August 31, 2019. The manufacturing business of ARI will be included in our assessment of internal controls over financial reporting in fiscal 2020.

Our independent registered public accounting firm, KPMG LLP, independently assessed the effectiveness of our internal control over financial reporting, excluding the manufacturing business of ARI, as stated in their attestation report, which is included at the end of Part II, Item 9A of this Form 10-K.

Inherent Limitations on Effectiveness of Controls

Our management, including the Principal Executive Officer and Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all


90		The Greenbrier Companies 2019 Annual Report

error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.


		The Greenbrier Companies 2019 Annual Report			91

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

The Greenbrier Companies, Inc. and subsidiaries:

Opinion on Internal Control Over Financial Reporting

We have audited The Greenbrier Companies, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of August 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2019 and 2018, and the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2019, and related notes (collectively, the consolidated financial statements), and our report dated October 29, 2019 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired the manufacturing business of American Railcar Industries, Inc. on July 26, 2019, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of August 31, 2019, the manufacturing business of American Railcar Industries, Inc.’s internal control over financial reporting associated with total assets of approximately 16.1% and total revenues of approximately 1.4% included in the consolidated financial statements of the Company as of and for the year ended August 31, 2019. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the manufacturing business of American Railcar Industries, Inc.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting


92		The Greenbrier Companies 2019 Annual Report

includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Portland, Oregon

October 29, 2019


		The Greenbrier Companies 2019 Annual Report			93

Item 9B.

OTHER INFORMATION

None

PART III

Item 10.

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item will be included under the captions “Election of Directors”, “Board Committees, Meetings and Charters” and “Our Code of Business Conduct and Ethics and FCPA Compliance” in our definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission within 120 days after the year ended August 31, 2019 (“2020 Proxy Statement”) and is incorporated herein by reference. Information on the executive officers of the Company is found under the caption “Information about our Executive Officers” in Part I of this 10-K.

Item 11.

EXECUTIVE COMPENSATION

The information required by this item will be included under the caption “Executive Compensation”, “Compensation Committee Report”, “2019 Director Compensation”, “Compensation Committee Interlocks and Insider Participation” and “Risk Oversight” in the 2020 Proxy Statement and is incorporated herein by reference.

Item 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

The information required by this item will be included under the captions “Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2020 Proxy Statement and is incorporated herein by reference.

Item 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be included under the captions “Related Party Transactions” and “Director Independence” in 2020 Proxy Statement and is incorporated herein by reference.

Item 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be included under the caption “Ratification of Appointment of Independent Auditors” in the 2020 Proxy Statement and is incorporated herein by reference.


94		The Greenbrier Companies 2019 Annual Report

PART IV

Item 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(1)

Financial Statements

See Consolidated Financial Statements in Item 8

(a)	(2) Financial Statements Schedule*

All other schedules have been omitted because they are inapplicable, not required or because the information is given in the Consolidated Financial Statements or notes thereto. This supplemental schedule should be read in conjunction with the Consolidated Financial Statements and notes thereto included in this report.

(a)	(3) The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

3.1

Registrant’s Articles of Incorporation are incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-Q filed April 5, 2006.

3.2

Articles of Merger amending the Registrant’s Articles of Incorporation are incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-Q filed April 5, 2006.

3.3

Registrant’s Bylaws, as amended January 11, 2006, are incorporated herein by reference to Exhibit 3.3 to the Registrant’s Form 10-Q filed April 5, 2006.

3.4

Amendment to the Registrant’s Bylaws, dated October 31, 2006, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed November 6, 2006.

3.5

Amendment to the Registrant’s Bylaws, dated January 8, 2008, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed November 8, 2007.

3.6

Amendment to the Registrant’s Bylaws, dated April 8, 2008, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed April 11, 2008.

3.7

Amendment to the Registrant’s Bylaws, dated April 7, 2009, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed April 13, 2009.

3.8

Amendment to the Registrant’s Bylaws, dated June 8, 2009, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed June 10, 2009.

3.9

Amendment to the Registrant’s Bylaws, dated June 10, 2009, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed June 12, 2009.

3.10

Amendment to the Registrant’s Bylaws, dated October 30, 2012, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed November 5, 2012.

3.11

Amendment to the Registrant’s Bylaws, dated January 9, 2013, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed January 15, 2013.

3.12

Amendment to the Registrant’s Bylaws, dated October 29, 2013, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed October 31, 2013.

3.13

Amendment to the Registrant’s Bylaws, dated October 29, 2014, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed November 3, 2014.

3.14

Amendment to the Registrant’s Bylaws, dated March 31, 2015, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed April 6, 2015.

3.15

Amendment to the Registrant’s Bylaws, dated July 1, 2015, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed July 8, 2015.

3.16

Amendment to the Registrant’s Bylaws, dated October 21, 2015, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed October 22, 2015.


		The Greenbrier Companies 2019 Annual Report			95

3.17

Amendment to the Registrant’s Bylaws, dated October 30, 2015, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed November 2, 2015.

3.18

Amendment to the Registrant’s Bylaws, dated March 31, 2017, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed March 31, 2017.

3.19

Amendment to the Registrant’s Bylaws, dated June 23, 2017, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed June 29, 2017.

3.20

Amendment to the Registrant’s Bylaws, dated August 26, 2019, is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed August 29, 2019.

4.1

Specimen Common Stock Certificate of Registrant is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-3 filed April 7, 2010 (SEC File Number 333-165924).

4.2

Indenture between the Registrant and Wells Fargo Bank, National Association, as Trustee, including the Form of Note attached as Exhibit A thereto, dated February 6, 2017, is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed February 6, 2017.

4.3

Description of the Registrant’s Securities Under Section 12 of the Securities Exchange Act of 1934.

10.1*

Amended and Restated Employment Agreement between the Registrant and Mr. William A. Furman, dated August 28, 2012, is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed January 9, 2013.

10.2*

Form of Amended and Restated Employment Agreement between the Registrant and certain of its executive officers, as amended and restated on August 28, 2012, is incorporated herein by reference to Exhibit 10.8 to the Registrant’s Form 10-K filed November 1, 2012.

10.3*

Amendment No. 1 to Form of Amended and Restated Employment Agreement between the Registrant and certain of its executive officers, as amended and restated on August 28, 2012, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed January 8, 2014.

10.4*

Second Amendment to Form of Amended and Restated Employment Agreement between the Registrant and certain of its executive officers, as amended and restated on August 28, 2012, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed June 29, 2018.

10.5*

Form of Amendment to Amended and Restated Employment Agreement between the Registrant and certain of its executive officers.

10.6*

Form of Change of Control Agreement is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed April 4, 2013.

10.7*

The Greenbrier Companies, Inc. Form of Amendment to Change of Control Agreement, approved on May 28, 2013, is incorporated herein by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed June 3, 2013.

10.8*

The Greenbrier Companies, Inc. 2014 Amended and Restated Stock Incentive Plan is incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed November 19, 2014.

10.9*

The Greenbrier Companies, Inc. 2017 Amended and Restated Stock Incentive Plan is incorporated herein by reference to Appendix A to the Registrant’s Proxy Statement on Schedule 14A filed November 14, 2017.

10.10*

The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Basic Plan Document is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 10-Q filed June 29, 2018.


96		The Greenbrier Companies 2019 Annual Report

10.11*

The Greenbrier Companies Nonqualified Deferred Compensation Plan 2018 Amendment and Restatement of the Adoption Agreement is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 10-Q filed June 29, 2018.

10.12*

Updated Rabbi Trust Agreements, dated October 1, 2012, related to The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan, are incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed January 9, 2013.

10.13*

Amendment No. 1 to Trust Agreement, dated June 15, 2018, related to The Greenbrier Companies, Inc. Nonqualified Deferred Compensation Plan, is incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q filed June 29, 2018.

10.14*

The Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors, dated July 1, 2012, is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed November 1, 2012.

10.15*

Amendment No. 1 to the Greenbrier Companies Nonqualified Deferred Compensation Plan Adoption Agreement for Directors, dated December 15, 2015, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed April 5, 2016.

10.16*

The Greenbrier Companies, Inc. 2014 Employee Stock Purchase Plan is incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 19, 2014.

10.17*

The Greenbrier Companies, Inc. Amendment to 2014 Employee Stock Purchase Plan is incorporated herein by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on November 14, 2018.

10.18*

Consulting Services Agreement between Greenbrier Leasing Company LLC and Charles J. Swindells dated January 7, 2016 is incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 10-Q filed April 5, 2016.

10.19

Dissolution Agreement, dated August 20, 2018, by and among the Registrant, Greenbrier Rail Services Holdings, LLC, Watco Companies, L.L.C., Millennium Rail, L.L.C., Watco Mechanical Services, L.L.C., GBW Railcar Services Holdings, L.L.C., GBW Railcar Services, L.L.C., and GBW Railcar Services Canada, Inc. is incorporated herein by reference to Exhibit 10.26 to the Registrant’s Form 10-K filed October 26, 2018.

10.20

Second Amended and Restated Limited Liability Company Agreement of GBW Railcar Services Holdings, L.L.C., dated August 20, 2018, by and among Greenbrier Rail Services Holdings, LLC, Watco Mechanical Services, L.L.C., and Millennium Rail, L.L.C. is incorporated herein by reference to Exhibit 10.27 to the Registrant’s Form 10-K filed October 26, 2018.

10.21

Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, Bank of the West, Branch Banking and Trust Company, Fifth Third Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders identified therein is incorporated herein by reference to Exhibit 10.28 to the Registrant’s Form 10-K filed October 26, 2018.

10.22

First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, Bank of the West, Branch Banking and Trust Company, Fifth Third Bank, and Wells Fargo Bank, National Association, as Co-Documentation Agents, and the lenders identified therein.

10.23

Fourth Amended and Restated Security Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., and the other parties identified as Debtors therein, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.29 to the Registrant’s Form 10-K filed October 26, 2018.


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10.24

Fourth Amended and Restated Pledge Agreement, dated as of September 26, 2018, by and among The Greenbrier Companies, Inc., and the other parties identified as Debtors therein, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.30 to the Registrant’s Form 10-K filed October 26, 2018.

10.25

Amended and Restated Credit Agreement, dated as of September 26, 2018, by and among Greenbrier Leasing Company LLC, an Oregon limited liability company, Bank of America, N.A., as Administrative Agent, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Sole Lead Arranger and Sole Bookrunner, MUFG Union Bank, N.A., as Syndication Agent, and the lenders identified therein is incorporated herein by reference to Exhibit 10.31 to the Registrant’s Form 10-K filed October 26, 2018.

10.26

Amended and Restated Security Agreement, dated as of September 26, 2018, by and between Greenbrier Leasing Company LLC, an Oregon limited liability company, in favor of Bank of America, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.32 to the Registrant’s Form 10-K filed October 26, 2018.

10.27

Purchase Agreement, dated January 31, 2017, among The Greenbrier Companies, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. is incorporated herein by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed February 6, 2017.

10.28

Asset Purchase Agreement, dated as of April 17, 2019, by and among The Greenbrier Companies, Inc., GBXL, LLC, and American Railcar Industries, Inc., is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Form 8-K filed April 18, 2019.

10.29

Convertible Promissory Note issued by The Greenbrier Companies, Inc. to American Railcar Industries, Inc. is incorporated herein by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed July 29, 2019.

14.1

Code of Business Conduct and Ethics is incorporated herein by reference to Exhibit 14.1 to the Registrant’s Form 8-K filed January 12, 2016.

21.1

List of the subsidiaries of the Registrant.

23.1

Consent of KPMG LLP.

31.1

Certification pursuant to Rule 13(a) – 14(a).

31.2

Certification pursuant to Rule 13(a) – 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 Annual Report on Form 10-K for the year ended August 31, 2019, 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; (vi) the Notes to Condensed Consolidated Financial Statements.

*	Management contract or compensatory plan or arrangement

Note: For all exhibits incorporated by reference, unless otherwise noted above, the SEC file number is 001-13146.

Item 16.

FORM 10-K SUMMARY

None.


98		The Greenbrier Companies 2019 Annual Report

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities and 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature		Date

/s/ William A. Furman William A. Furman, Chief Executive Officer and Chairman of the Board		October 29, 2019

/s/ Thomas B. Fargo Thomas B. Fargo, Director		October 29, 2019

/s/ Wanda F. Felton Wanda F. Felton, Director		October 29, 2019

/s/ Graeme A. Jack Graeme A. Jack, Director		October 29, 2019

/s/ Duane C. McDougall Duane C. McDougall, Director		October 29, 2019

/s/ David L. Starling David L. Starling, Director		October 29, 2019

/s/ Charles J. Swindells Charles J. Swindells, Director		October 29, 2019

/s/ Donald A. Washburn Donald A. Washburn, Director		October 29, 2019

/s/ Kelly M. Williams Kelly M. Williams, Director		October 29, 2019

/s/ Adrian J. Downes Adrian J. Downes, Senior Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)		October 29, 2019


99		The Greenbrier Companies 2019 Annual Report

EX-4.3 2 d759252dex43.htm EX-4.3 EX-4.3

Exhibit 4.3

DESCRIPTION OF SECURITIES

The following description is a general summary of the terms of our common stock and preferred stock. This summary does not purport to be complete and is qualified in its entirety by reference to the provisions of our Articles of Incorporation and Bylaws, as amended, copies of which have been incorporated by reference as exhibits to this Form 10-K, and to the applicable provisions of Oregon law. We encourage you to read our Articles of Incorporation, Bylaws and the applicable provisions of Oregon law carefully.

General

Under our Articles of Incorporation, we are authorized to issue 75,000,000 shares, of which 50,000,000 have been designated shares of common stock, without par value, and 25,000,000 have been designated shares of preferred stock, without par value, of which 200,000 shares of preferred stock have been designated as Series A participating preferred stock.

Common Stock

Holders of common stock are entitled to one vote per share on all matters to be voted upon by the shareholders. There are no cumulative voting rights. Holders of common stock have no preemptive or conversion rights and are entitled to receive ratable dividends when and if declared by the board of directors out of funds legally available for the payment of dividends, subject to any preferential rights of any then-outstanding preferred stock. There are no redemption or sinking fund provisions applicable to common stock. Subject to the rights of holders of any preferred stock, holders of common stock are entitled to share ratably in our assets legally available for distribution to shareholders in the event of our liquidation, dissolution or winding up after payment of or adequate provision for all our known debts and liabilities. Our common stock is listed on the New York Stock Exchange under the symbol “GBX.”

Preferred Stock

The board of directors may, without further action by the shareholders, issue preferred stock in one or more series and fix the rights and preferences of the preferred stock, including voting rights, dividend rates, conversion rights, terms of redemption (including sinking fund provisions) and liquidation preferences. The issuance of preferred stock by action of the board of directors could adversely affect the voting power, dividend rights and other rights of holders of common stock. Issuance of a series of preferred stock also could, depending upon the terms of series, impede the completion of a merger, tender offer or other takeover attempt.

Antitakeover Provisions

Our Articles of Incorporation and Bylaws, as currently in effect, contain provisions that may have the effect of delaying, deferring or preventing a change in control of our ownership or management. They provide for:

•

a classified board of directors, with each class containing as nearly as possible one-third of the total number of members of the board of directors and the members of each class serving for staggered three-year terms;

•

a vote of at least 55% of our voting securities to amend, repeal or adopt an inconsistent provision of certain provisions of the Articles of Incorporation;

•

no less than 120 days’ advance notice with respect to nominations of directors or other matters to be voted on by shareholders other than by or at the direction of the board of directors;

•

removal of directors only with cause;

•

the calling of special meetings of shareholders only by the president, a majority of the board of directors or the holders of not less than 25% of all votes entitled to be cast on the matters to be considered at such meeting; and

•

the issuance of preferred stock by the board without further action by the shareholders.

Antitakeover Effects of Provisions of Oregon Law

Oregon Takeover Statute; Hostile Takeovers. The Oregon Control Share Act, or OCSA, regulates the process by which a person may acquire control of certain Oregon-based corporations without the consent and cooperation of the board of directors. The OCSA provisions restrict a shareholder’s ability to vote shares of stock acquired in certain transactions not approved by the board that cause the acquiring person to gain control of a voting position exceeding one-fifth, one-third, or one-half of the votes entitled to be cast in an election of directors. Shares acquired in a control share acquisition have no voting rights except as authorized by a vote of the shareholders. A corporation may opt out of the OCSA by provision in the corporation’s articles of incorporation or bylaws. We have not opted out of the coverage of the OCSA.

Interested Shareholder Transactions. Except under certain circumstances, the Oregon Business Corporation Act, or OBCA, prohibits a “business combination” between a corporation and an “interested shareholder” within three years of the shareholder becoming an “interested shareholder.” Generally, an “interested shareholder” is a person or group that directly or indirectly owns, controls, or has the right to acquire or control, the voting or disposition of 15% or more of the outstanding voting stock or is an affiliate or associate of the corporation and was the owner of 15% or more of such voting stock at any time within the previous three years. A “business combination” is defined broadly to include, among others, (i) mergers and sales or other dispositions of 10% or more of the assets of a corporation with or to an interested shareholder, (ii) certain transactions resulting in the issuance or transfer to the interested shareholder of any stock of the corporation or its subsidiaries, (iii) certain transactions which would result in increasing the proportionate share of the stock of a corporation or its subsidiaries owned by the interested shareholder, and (iv) receipt by the interested shareholder of the benefit (except proportionately as a shareholder) of any loans, advances, guarantees, pledges, or other financial benefits. A business combination between a corporation and an interested shareholder is prohibited for three years following the date that the shareholder became an “interested shareholder” unless (i) prior to the date the person became an interested shareholder, the board of directors approved either the business combination or the transaction which resulted in the person becoming an interested shareholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested shareholder, that person owns at least 85% of the corporation’s voting stock outstanding at the time the transaction is commenced (excluding shares owned by persons who are both directors and officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer), or (iii) the business combination is approved by the board of directors and authorized by the affirmative vote (at an annual or special meeting and not by written consent) of at least two-thirds of the outstanding voting stock not owned by the interested shareholder.

These restrictions placed on interested shareholders by the OBCA do not apply under certain circumstances, including, but not limited to, the following: (i) if the corporation’s original articles of incorporation contain a provision expressly electing not to be governed by the applicable section of the OBCA; or (ii) if the corporation, by action of its shareholders, adopts an amendment to its bylaws or articles of incorporation expressly electing not to be governed by the applicable section of the OBCA, provided that such an amendment is approved by the affirmative vote of not less than a majority of the outstanding shares entitled to vote. Such an amendment, however, generally will not be effective until 12 months after its adoption and will not apply to any business combination with a person who became an interested shareholder at or prior to such adoption. We have not elected to be outside the coverage of the applicable sections of the OBCA.

Board Of Directors’ Criteria For Evaluating Business Combinations. Under the OBCA, members of the board of directors of a corporation are authorized to consider certain factors in determining the best interests of the corporation when evaluating any (i) offer of another party to make a tender or exchange offer, (ii) merger or consolidation proposal, or (iii) offer of another party to purchase or otherwise acquire all or substantially all of the assets of the corporation. These factors include the social, legal and economic effects on employees, customers and suppliers of the corporation and on the communities and geographical areas in which the corporation and its subsidiaries operate, the economy of the state and the nation, the long-term and short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation, and other relevant factors.

Number of Directors; Filling Vacancies

Our Bylaws, as currently in effect, provide that the number of directors shall be ten. The shareholders and the board of directors have the authority to adopt, repeal or amend the bylaws. The affirmative vote of a majority of the total number of votes of the then-outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class, may remove any director only with cause. Unless previously filled by the holders of at least a majority of the shares of capital stock entitled to vote for the election of directors, vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director.

EX-10.5 3 d759252dex105.htm EX-10.5 EX-10.5

Exhibit 10.5

FORM OF [_________] AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This ______ Amendment dated _______________ amends the terms of the Amended and Restated Employment Agreement dated as of _______________, as first amended effective ___________, [and as further amended effective _______,] (collectively, the “Agreement”) by and between The Greenbrier Companies, Inc. (the “Company”) and _______________ (“Executive”).

For good and valuable consideration, receipt of which is hereby acknowledged, Company and Executive hereby agree as follows:

The first sentence of Section 1.2 of the Agreement is deleted, and replaced by the following:

Executive shall report to the Chief Executive Officer (“CEO”) of the Company.


THE GREENBRIER COMPANIES, INC.						EXECUTIVE



By:						By:

Title:						Name:

EX-10.22 4 d759252dex1022.htm EX-10.22 EX-10.22

Exhibit 10.22

FIRST AMENDMENT TO

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, GUARANTOR JOINDER AND

AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS

THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS dated as of June 3, 2019 (this “Amendment”), is entered into among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Borrower”), the Guarantors party hereto, the New Subsidiary (as defined below), the Lenders party hereto and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).

RECITALS

WHEREAS, the Borrower, the Lenders party thereto and Bank of America, N.A., as Administrative Agent are parties to that certain Fourth Amended and Restated Credit Agreement, dated as of September 26, 2018 (as amended or modified from time to time prior to the date hereof, the “Existing Credit Agreement”); and

WHEREAS, the parties hereto have agreed to amend the Existing Credit Agreement and certain other Loan Documents as provided herein (the Existing Credit Agreement, as so amended by this Amendment, the “Credit Agreement”).

NOW, THEREFORE, in consideration of the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

1. Amendments. Effective upon satisfaction of the conditions precedent set forth in Section 2 below:

(a) the Existing Credit Agreement (but not the schedules and exhibits thereto) is hereby amended and restated in its entirety as set forth in Annex A attached hereto;

(b) Schedule 2.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as set forth in Schedule 2.01 attached hereto;

(d) The following sentence is hereby added (i) as a new Section 27 to the Subsidiary Guaranty, (ii) as a new Section 31 to the Security Agreement and (iii) as a new Section 30 to the Pledge Agreement:

Acknowledgement. Section 10.23 of the Credit Agreement is incorporated herein by reference mutatis mutandis.

(e) Schedules 1, 2 and 3 of the Security Agreement and Schedule 1 of the Pledge Agreement are hereby supplemented to include the information attached hereto as Schedule 1.

2. Effectiveness; Conditions Precedent. This Amendment shall be effective on the date on which all the conditions set forth in this Section 2 have been satisfied (such date, the “First Amendment Effective Date”):

(a) receipt by the Administrative Agent of the following, each in form and substance reasonably satisfactory to each of the Administrative Agent:

(i) executed counterparts of this Amendment, each executed by each Loan Party and each Lender;

(ii) favorable opinions of legal counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, dated as of the First Amendment Effective Date; and

(iii) (A) copies of the Organization Documents of each Loan Party certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a Responsible Officer of such Loan Party to be true and correct as of the First Amendment Effective Date; (B) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party; and (C) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation;

(b) the Administrative Agent and the Lenders shall have received (i) at least five Business Days prior to the First Amendment Effective Date, all documentation and other information that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act and (ii) at least five Business Days prior to the First Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower;

(c) the Administrative Agent and the Lenders shall have received all accrued fees and expenses required to be paid on the First Amendment Effective Date; and

(d) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the First Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

3. Joinder of New Subsidiary.

(a) GBXL, LLC, an Oregon limited liability company (the “New Subsidiary”) hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Subsidiary will be deemed to be a party to the Subsidiary Guaranty, will be a “Guarantor” for all purposes of the Subsidiary Guaranty and shall have all of the obligations of a Guarantor thereunder as if it had executed the Subsidiary Guaranty. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions applicable to the Guarantors contained in the Subsidiary Guaranty. Without limiting the generality of the foregoing terms of this Section 3(a), the New Subsidiary hereby jointly and severally together with the other

Guarantors, guarantees to the Administrative Agent and the other holders of the Guaranteed Obligations (as such term is defined in the Subsidiary Guaranty), as provided in the Subsidiary Guaranty, the prompt payment of the Guaranteed Obligations in full when due (whether at stated maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in accordance with the terms thereof.

(b) The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Subsidiary will be deemed to be a party to the Security Agreement, and shall have all the obligations of a “Debtor” (as such term is defined in the Security Agreement) thereunder as if it had executed the Security Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Security Agreement. Without limiting generality of the foregoing terms of this paragraph 3(b), the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other holders of Secured Obligations (as such term is defined in the Security Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of the New Subsidiary in and to the Collateral (as such term is defined in Section 2 of the Security Agreement) of the New Subsidiary.

(c) The New Subsidiary hereby acknowledges, agrees and confirms that, by its execution of this Amendment, the New Subsidiary will be deemed to be a party to the Pledge Agreement, and shall have all the obligations of a “Debtor” (as such term is defined in the Pledge Agreement) thereunder as if it had executed the Pledge Agreement. The New Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Pledge Agreement. Without limiting generality of the foregoing terms of this paragraph 3(c), the New Subsidiary hereby grants to the Administrative Agent, for the benefit of the Administrative Agent and the other holders of Secured Obligations (as such term is defined in the Pledge Agreement), a continuing security interest in, and a right of set off against any and all right, title and interest of the New Subsidiary in and to the Pledged Collateral (as such term is defined in Section 2 of the Pledge Agreement) of the New Subsidiary.

(d) The New Subsidiary hereby waives acceptance by the Administrative Agent and the holders of the Secured Obligations (as such term is defined in the Security Agreement) of the guaranty by the New Subsidiary under the Subsidiary Guaranty upon the execution of this Amendment by the New Subsidiary.

4. Ratification of Credit Agreement and other Loan Documents. Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The Loan Parties acknowledge and consent to the terms set forth herein and agree that the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way impair, reduce or limit any of the obligations of the Loan Parties under the Loan Documents, as amended hereby. This Amendment is a Loan Document.

5. Authority/Enforceability. Each Loan Party represents and warrants as follows:

(a) it has taken all necessary corporate or other organizational action to authorize the execution, delivery and performance of this Amendment;

(b) this Amendment has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, subject to applicable Debtor Relief Laws and general principles of equity;

(c) the execution, delivery and performance of this Amendment by each Loan Party does not conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any (x) with respect to the creation of any Lien (other than Permitted Liens), Contractual Obligation or (y) with respect to any conflict, breach or contravention or payment, Contractual Obligation, in each case, to which such Loan Party is a party or affecting such Loan Party or the properties of such Loan Party or any of its Subsidiaries, except to the extent as could not reasonably be expected to have a Material Adverse Effect, or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject; and

(d) the execution, delivery and performance by each Loan Party of this Amendment does not (i) contravene the terms of its Organization Documents or (ii) violate any material Law.

6. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants to the Lenders that after giving effect to this Amendment (a) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the First Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and (b) no Default exists or would result from the Credit Extensions contemplated by this Amendment or from the application of the proceeds thereof.

7. Amendments; Counterparts/Facsimile. This Amendment shall not be construed as a waiver of or consent to any further or future action on the part of the Borrower that would require a waiver or consent of the Lenders or the Administrative Agent. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by fax transmission or e-mail transmission (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

8. GOVERNING LAW. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

10. Headings. The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Amendment.

11. Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


BORROWER:	THE GREENBRIER COMPANIES, INC.,

	By:	/s/ Justin Roberts
	Name: Justin Roberts
	Title: Vice President, Corporate Finance and Treasurer

GUARANTORS:	GREENBRIER-CONCARRIL, LLC
	GREENBRIER LEASING COMPANY LLC
	GREENBRIER RAIL SERVICES HOLDINGS, LLC
	GREENBRIER RAILCAR LEASING, INC.
	GUNDERSON LLC
	GUNDERSON MARINE LLC
	GUNDERSON RAIL SERVICES LLC
	MERIDIAN RAIL ACQUISITION CORP.
	MERIDIAN RAIL HOLDINGS CORP.

	By:	/s/ Justin Roberts
	Name: Justin Roberts
	Title: Vice President

	GREENBRIER MANAGEMENT SERVICES, LLC

		By: GREENBRIER LEASING COMPANY LLC
		Its: Sole Member

		By:	/s/ Justin Roberts
		Name: Justin Roberts
		Title: Vice President

	GUNDERSON SPECIALTY PRODUCTS, LLC

		By: GUNDERSON LLC
		Its: Sole Member

		By:	/s/ Justin Roberts
		Name: Justin Roberts
		Title: Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


NEW SUBSIDIARY:	GBXL, LLC

	By:	/s/ Justin Roberts
	Name: Justin Roberts
	Title: Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A.,

	By:	/s/ Anthea Del Bianco
	Name: Anthea Del Bianco
	Title: Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


LENDERS:	BANK OF AMERICA, N.A., as a Lender

	By:	/s/ Michael Snook
	Name: Michael Snook
	Title: Senior Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				MUFG UNION BANK, N.A., as a Lender

				By:		/s/ Stephen Sloan
				Name: Stephen Sloan
				Title: Director

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				FIFTH THIRD BANK, as a Lender

				By:		/s/ Michael Kratofil
				Name: Michael Kratofil
				Title: Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender

				By:		/s/ Dawn Mace Moore
				Name: Dawn Mace Moore
				Title: Senior Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				BANK OF THE WEST, as a Lender

				By:		/s/ John DeLaittre
				Name: John DeLaittre
				Title: Director

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				CREDIT INDUSTRIEL ET COMMERCIAL, NEW YORK BRANCH as a Lender

				By:		/s/ Adrienne Molloy
				Name: Adrienne Molloy
				Title: Managing Director

				By:		/s/ Clifford Abramsky
				Name: Clifford Abramsky
				Title: Managing Director

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				WASHINGTON FEDERAL, N.A., as a Lender

				By:		/s/ Jim Kennedy
				Name: Jim Kennedy
				Title: Vice President & Senior Relationship Manager

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				CITIZENS BANK, N.A., as a Lender

				By:		/s/ Darran Wee
				Name: Darran Wee
				Title: Senior Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				GOLDMAN SACHS LENDING PARTNERS LLC, as a Lender

				By:				/s/ Ryan Durkin
				Name: Ryan Durkin
				Title: Authorized Signatory

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO CREDIT AGREEMENT,


				COLUMBIA STATE BANK, as a Lender

				By:				/s/ Jeffrey M. Tuttle
				Name: Jeffrey M. Tuttle
				Title: VP

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS


				HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

				By:				/s/ Mike Mitchell
				Name: Mike Mitchell
				Title: Vice President

THE GREENBRIER COMPANIES, INC.

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT,

GUARANTOR JOINDER AND AMENDMENT TO CERTAIN COLLATERAL DOCUMENTS

ANNEX A

CONFORMED CREDIT AGREEMENT

Published CUSIP Number: 39365MAA6 (deal)

39365MAB4 (revolver)

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of September 26, 2018

among

THE GREENBRIER COMPANIES, INC.,

as the Borrower,

BANK OF AMERICA, N.A.,

as Administrative Agent,

and

The Other Lenders Party Hereto

BOFA SECURITIES, INC.,

as Sole Lead Arranger and Sole Bookrunner,

MUFG UNION BANK, N.A.,

as Syndication Agent,

and

BANK OF THE WEST,

BRANCH BANKING AND TRUST COMPANY,

FIFTH THIRD BANK

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents

TABLE OF CONTENTS


Section	Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS		1

1.01 Defined Terms		1
1.02 Other Interpretive Provisions		34
1.03 Accounting Terms		35
1.04 Exchange Rates; Currency Equivalents		36
1.05 Additional Alternative Currencies		36
1.06 Change of Currency		37
1.07 Times of Day; Rates		37
1.08 Letter of Credit Amounts		38
1.09 Divisions		38

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS		38

2.01 Committed Loans		38
2.02 Borrowings, Conversions and Continuations of Committed Loans		39
2.03 Letters of Credit		41
2.04 Swing Line Loans		49
2.05 Security		52
2.06 Prepayments		52
2.07 Termination or Reduction of Commitments		54
2.08 Repayment of Loans		55
2.09 Interest		55
2.10 Fees		56
2.11 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate		57
2.12 Evidence of Debt		58
2.13 Payments Generally; Administrative Agent’s Clawback		58
2.14 Sharing of Payments by Lenders		60
2.15 Increase in Revolving Commitments		61
2.16 Cash Collateral		62
2.17 Defaulting Lenders		63

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY		65

3.01 Taxes		65
3.02 Illegality		69
3.03 Inability to Determine Rates		70
3.04 Increased Costs		71
3.05 Compensation for Losses		72
3.06 Mitigation Obligations; Replacement of Lenders		73
3.07 Successor LIBOR		74
3.08 Survival		75

ARTICLE IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS		75

4.01 Conditions of Initial Credit Extension		75
4.02 Conditions to all Credit Extensions (Other than the Borrowing of the Term Loan on the American Railcar Acquisition Closing Date)		76
4.03 Conditions to the Borrowing of the Term Loan		77

ARTICLE V REPRESENTATIONS AND WARRANTIES		80


Section	Page
5.01 Existence, Qualification and Power; Compliance with Laws		80
5.02 Authorization; No Contravention		80
5.03 Governmental Authorization; Other Consents		80
5.04 Binding Effect		81
5.05 Financial Statements; No Material Adverse Effect		81
5.06 Litigation		81
5.07 No Default		81
5.08 Ownership of Property; Liens		82
5.09 Environmental Compliance		82
5.10 Insurance		82
5.11 Taxes		82
5.12 ERISA Compliance		82
5.13 Subsidiaries; Equity Interests		83
5.14 Margin Regulations; Investment Company Act		83
5.15 Disclosure		83
5.16 Compliance with Laws		84
5.17 Intellectual Property; Licenses, Etc		84
5.18 Sanctions; Anti-Corruption		84
5.19 No EEA Financial Institution		85

ARTICLE VI AFFIRMATIVE COVENANTS		85

6.01 Financial Statements		85
6.02 Certificates; Other Information		86
6.03 Notices		88
6.04 Payment of Tax Obligations		88
6.05 Preservation of Existence, Etc		88
6.06 Maintenance of Properties		89
6.07 Maintenance of Insurance		89
6.08 Compliance with Laws		90
6.09 Books and Records		90
6.10 Inspection Rights		90
6.11 Use of Proceeds		90
6.12 [Reserved]		91
6.13 Additional Subsidiary Guarantors		91
6.14 Pledged Assets		91
6.15 Anti-Corruption Laws		92

ARTICLE VII NEGATIVE COVENANTS		92

7.01 Liens		92
7.02 Investments		96
7.03 Indebtedness		97
7.04 Fundamental Changes		100
7.05 Dispositions		100
7.06 Restricted Payments		102
7.07 Change in Nature of Business		103
7.08 Transactions with Affiliates		103
7.09 Burdensome Agreements		103
7.10 Use of Proceeds		104
7.11 Financial Covenants		104
7.12 [Reserved]		105
7.13 Sanctions; Anti-Corruption Laws		105


Section	Page
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		105

8.01 Events of Default		105
8.02 Remedies Upon Event of Default		107
8.03 Application of Funds		108

ARTICLE IX ADMINISTRATIVE AGENT		109

9.01 Appointment and Authority		109
9.02 Rights as a Lender		110
9.03 Exculpatory Provisions		110
9.04 Reliance by Administrative Agent		111
9.05 Delegation of Duties		111
9.06 Resignation of Administrative Agent		111
9.07 Non-Reliance on Administrative Agent and Other Lenders		113
9.08 No Other Duties, Etc		113
9.09 Administrative Agent May File Proofs of Claim; Credit Bidding		113
9.10 Collateral and Guaranty Matters		114
9.11 Treasury Management Agreements and Swap Contracts		116
9.12 ERISA Matters		116

ARTICLE X MISCELLANEOUS		117

10.01 Amendments, Etc		117
10.02 Notices; Effectiveness; Electronic Communication		119
10.03 No Waiver; Cumulative Remedies; Enforcement		121
10.04 Expenses; Indemnity; Damage Waiver		122
10.05 Payments Set Aside		124
10.06 Successors and Assigns		124
10.07 Treatment of Certain Information; Confidentiality		129
10.08 Right of Setoff		130
10.09 Interest Rate Limitation		130
10.10 Counterparts; Integration; Effectiveness		130
10.11 Survival of Representations and Warranties		131
10.12 Severability		131
10.13 Replacement of Lenders		131
10.14 Governing Law; Jurisdiction; Etc		132
10.15 Waiver of Jury Trial		133
10.16 USA PATRIOT Act Notice		134
10.17 Judgment Currency		134
10.18 Statutory Notice		134
10.19 No Advisory or Fiduciary Responsibility		135
10.20 Electronic Execution of Assignments and Certain Other Documents		135
10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions		135
10.22 Amendment and Restatement of Existing Credit Agreement		136
10.23 Acknowledgement Regarding any Supported QFCs		136

iii


SCHEDULES

1.01		Existing Letters of Credit
2.01		Commitments and Applicable Percentages
5.03		Governmental Authorizations; Other Consents
5.10		Insurance
5.13		Subsidiaries and Other Equity Investments
5.17		IP Rights
7.01		Existing Liens
7.02		Existing Investments
7.03		Existing Indebtedness
7.09		Burdensome Agreements
10.02		Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

*Form of*

A		Committed Loan Notice
B		Swing Line Loan Notice
C		Note
D		Compliance Certificate
E		Assignment and Assumption
F		Subsidiary Guaranty
G 1-4		U.S. Tax Compliance Certificate
H		Borrowing Base Certificate
I		Notice of Prepayment
J		Secured Party Designation Notice
K		Solvency Certificate

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of September 26, 2018, among THE GREENBRIER COMPANIES, INC., an Oregon corporation (the “Borrower”), each Lender (defined herein) from time to time a party hereto and BANK OF AMERICA, N.A., as Administrative Agent.

INTRODUCTORY STATEMENT

The Borrower is a party to a certain Third Amended and Restated Credit Agreement dated as of October 29, 2015 with certain Lenders and Bank of America, N.A., as administrative agent for such Lenders (as amended, supplemented or otherwise modified from time to time until (but not including) the date of this Agreement, the “Existing Credit Agreement”), which credit agreement amended and restated a certain Second Amended and Restated Credit Agreement dated as of June 30, 2011, which credit agreement amended and restated a certain Amended and Restated Credit Agreement dated as of November 7, 2006, which credit agreement amended and restated a certain Credit Agreement dated as of June 29, 2005.

The parties to this Agreement desire to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement in its entirety to read as follows. This Agreement is not a novation of the Existing Credit Agreement.

The Borrower has requested that the Lenders provide each of them with revolving loans and letters of credit, and the Lenders are willing to do so on the terms and conditions set forth herein.

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms.

As used in this Agreement, the following terms shall have the meanings set forth below:

“Account” has the meaning provided in Article 9 of the Uniform Commercial Code in effect in New York as of the Closing Date and shall also include any rights to payment evidenced by or constituting chattel paper (as defined in Article 9 of the Uniform Commercial Code in effect in New York as of the Closing Date).

“Administrative Agent” means Bank of America, acting as administrative agent under any of the Loan Documents, or any successor administrative agent.

“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Aggregate Commitments” means the Revolving Commitments of all the Lenders and the Term Loan Commitments of all the Lenders.

“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders. The amount of the Aggregate Revolving Commitments in effect on the Closing Date is $600,000,000.

“Agreement” means this Fourth Amended and Restated Credit Agreement.

“Alternative Currency” means each of (a) the Euro, (b) the Canadian Dollar, (c) Sterling, (d) to the extent available to all Lenders, the Mexican Peso and (e) each other currency (other than Dollars) that is approved in accordance with Section 1.05.

“Alternative Currency Sublimit” means an amount equal to the lesser of $50,000,000 and the amount available under the Revolver Ceiling. The Alternative Currency Sublimit is part of, and not in addition to the Aggregate Revolving Commitments.

“American Railcar Acquisition” means the acquisition by the Borrower or its Subsidiaries of all or substantially all of the assets constituting the “Manufacturing” business segment of American Railcar Industries, Inc. and the other Acquired Assets (as defined in the American Railcar Acquisition Agreement), in each case, pursuant to the American Railcar Acquisition Agreement.

“American Railcar Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of April 17, 2019, among American Railcar Industries, Inc., the Borrower and GBXL (as amended or otherwise modified from time to time and together with all schedules thereto).

“American Railcar Acquisition Closing Date” means the date that the American Railcar Acquisition is consummated.

“Applicable Percentage” means with respect to any Lender at any time, (a) with respect to such Lender’s Revolving Commitment at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Revolving Commitments represented by such Lender’s Revolving Commitment at such time; provided that if the commitments of each Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Revolving Commitments have expired, then such Applicable Percentage shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments, and (b) (i) during the Term Loan Availability Period, the percentage (carried out to the ninth decimal place) of the aggregate Term Loan Commitments represented by such Lender’s Term Loan Commitment at such time and (ii) thereafter, with respect to such Lender’s portion of the outstanding Term Loan at any time, the percentage (carried out to the ninth decimal place) of the outstanding principal amount of the Term Loan held by such Lender at such time. The Applicable Percentages of each Lender as of the First Amendment Effective Date are set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption (or other document contemplated by this Agreement) pursuant to which such Lender becomes a party hereto, as applicable. The Applicable Percentages shall be subject to adjustment as provided in Section 2.17.

“Applicable Rate” means, from time to time, the following percentages per annum, based upon the Consolidated Capitalization Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(b):


Applicable Rate
Pricing Level	Consolidated Capitalization Ratio	Commitment Fee	Eurocurrency Rate Loans + Letters of Credit	Base Rate Loans
1	> 0.60:1.0	0.30%	2.00%	1.00%
2	> 0.50:1.0 but £ 0.60:1.0	0.25%	1.75%	0.75%
3	£ 0.50:1.0	0.20%	1.50	0.50%

Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Capitalization Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then upon request of the Required Lenders, Pricing Level 1 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and Pricing Level 1 shall remain in effect until the first Business Day immediately following the date on which such Compliance Certificate has been delivered pursuant to Section 6.02(b). The Applicable Rate in effect from the First Amendment Effective Date through delivery of the Compliance Certificate for the fiscal quarter ending on May 31, 2019 shall be determined based upon Pricing Level 3.

“Applicable Time” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Arranger” means BofA Securities, Inc., in its capacity as sole lead arranger and sole bookrunner.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent.

“Attributable Indebtedness” means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, in each case (a) and (b) if such lease were accounted for as a capital lease.

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended August 31, 2017, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Bank of America” means Bank of America, N.A. and its successors.

“Base Rate”means for any day a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate plus ¹⁄₂ of 1%, (ii) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate” and (iii) the Eurocurrency Rate plus 1.0%; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such “prime rate” announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.

“Borrower” has the meaning specified in the introductory paragraph hereto.

“Borrower Materials” has the meaning specified in Section 6.02.

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require.

“Borrowing Base” means, as of any date of determination, with respect to the assets of the Loan Parties, the difference between (A) the sum of (i) the lesser of (A) 85% of the Dollar amount of the net book value of the Perfected Lease Assets and (B) 85% of the Dollar amount of the orderly liquidation value of the Perfected Lease Assets (determined as of the most recent appraisal thereof), (ii) 60% of the Dollar

amount of the net book value of Unperfected Lease Assets (not to exceed $15,000,000 in the aggregate), (iii) 80% of the Dollar amount of Eligible Accounts, (iv) 50% of the Dollar amount of Eligible Inventory, and (v) 50% of the Dollar amount of Eligible Property, Plant and Equipment minus (B) the outstanding principal amount of the Term Loan on such date. Without limiting the foregoing, Excluded Property shall not be included in the Borrowing Base.

“Borrowing Base Certificate” means a certificate in a form attached as Exhibit H or other form reasonably acceptable to the Administrative Agent, which calculates the Borrowing Base as of any date of determination.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located, and (where applicable):

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“Canadian Dollar” or “CDN$” means lawful currency of Canada.

“Cash Collateralize” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer or the Lenders, as collateral for L/C Obligations or obligations of Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and L/C Issuer shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) the L/C Issuer. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any Law, (b) any change in any Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any

request, rule, guideline or directive (whether or not having the force of Law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” means an event or series of events by which:

(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all Equity Interests that such person or group has the right to acquire (such right, an “option right”), whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 35% or more of the Equity Interests of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or

(b) during any period of 24 consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body.

“Closing Date” means September 26, 2018.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means any and all assets and rights and interests in or to property of the Loan Parties, whether tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Loan Documents to secure any of the Obligations.

“Commitment” means, as to each Lender, the Revolving Commitment of such Lender and/or the Term Loan Commitment of such Lender.

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“Committed Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Revolving Loan or the Term Loan.

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated Adjusted Interest Coverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated EBITDA plus rent expense for the period of the four prior fiscal quarters ending on such date to (b) Consolidated Interest Charges (excluding (i) any non-cash impact associated with any equity or equity-linked securities, and (ii) any prepayment premiums or penalties associated with the voluntary prepayment or redemption of Indebtedness permitted under Section 7.03 paid in cash by the Borrower or any of its Subsidiaries) plus rent expense for such period. Solely for purposes of this definition, “rent expense” shall include operating lease expense. Notwithstanding the foregoing, the aggregate amount of prepayment premiums excluded from Consolidated Interest Charges pursuant to the parenthetical in clause (b) of the preceding sentence, together with the aggregate amount of consent fees added back to Consolidated Net Income for purposes of calculating Consolidated EBITDA pursuant to clause (a)(vi) of such definition, shall not exceed 3% of the outstanding principal amount of the applicable Indebtedness permitted under Section 7.03 so prepaid or redeemed. In addition, solely for purposes of this definition and in the sole discretion of the Borrower, Consolidated EBITDA and Consolidated Interest Charges shall include pro-forma adjustments to incorporate the financial results of any entity acquired during the subject period by the Borrower or its Subsidiaries.

“Consolidated Capitalization Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness as of such date to (b) Consolidated Funded Indebtedness plus Stockholders’ Equity as of such date.

“Consolidated EBITDA” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, an amount equal to Consolidated Net Income for such period plus (a) the following to the extent deducted (except in the case of clause (vii)) in calculating such Consolidated Net Income: (i) Consolidated Interest Charges for such period, (ii) income tax expense or benefit (net of income tax credits) as reported on the consolidated statement of operations of the Borrower and its Subsidiaries for such period, (iii) depreciation and amortization expense, (iv) other extraordinary, unusual or non-recurring charges, expenses or losses of the Borrower and its Subsidiaries reducing such Consolidated Net Income which do not represent a cash item in such period or any future period, (v) non-cash stock compensation expenses for such period which do not represent a cash item in such period or any future period, (vi) consent fees (excluding fees to waive existing defaults) paid to holders of Indebtedness permitted under Section 7.03, (vii) to the extent not already included in Consolidated EBITDA, (A) any costs (including fees and expenses) incurred to the extent indemnified or otherwise covered by a third party (to the extent received by the Loan Parties during such period), (B) any costs incurred with respect to liability or casualty events, to the extent covered by insurance and received during such period, and (C) proceeds of business interruption insurance received by the Borrower or any of its Subsidiaries, (viii) costs, fees, expenses, charges and any one-time payments made related to (A) the Loan Parties’ negotiation and entry into the Loan Documents, or (B) any Permitted Acquisition or any debt or equity offering (whether or not

consummated) (ix) all unrealized non-cash losses under interest rate Swap Contracts during such period, and (x) restructuring charges or expenses, whether or not classified as restructuring charges or expenses under GAAP, including integration costs, restructuring costs related to acquisitions and to closure or consolidation of facilities or locations, facilities’ opening costs and other business optimization expenses, curtailments or modifications to pension and post-retirement employee benefit plans, retention or completion bonuses and any expense related to any reconstruction, de-commissioning or reconfiguration of fixed assets for alternate use; provided that the aggregate amount added back pursuant to this clause (x) shall not exceed 5% of Consolidated EBITDA for such period (determined prior to giving effect to such add-back) minus (b) to the extent included in calculating such Consolidated Net Income, (i) extraordinary, unusual or non-recurring income or gains of the Borrower and its Subsidiaries increasing such Consolidated Net Income which does not represent a cash item in such period or any future period and (ii) all unrealized non-cash gains under interest rate Swap Contracts during such period, plus (c) the amount of cost savings and operating expense reductions projected by the Borrower in good faith to be realized (calculated on a Pro Forma Basis as though such items had been realized on the first day of such period) by the Borrower and its Subsidiaries as a result of actions taken or to be taken in connection with (and no later than eighteen (18) months after the consummation of) a Permitted Acquisition (which will be added to Consolidated EBITDA as so projected until fully realized and calculated on a Pro Forma Basis as though such cost savings and operating expense reductions had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions, provided, that, (1) a duly completed certificate signed by a Responsible Officer of the Borrower shall be delivered to the Administrative Agent certifying that such net cost savings or operating expense reductions are reasonably identifiable and/or reasonably anticipated to be realized as a result of actions taken or to be taken within eighteen (18) months of such transaction or notification by the Borrower to the Administrative Agent of such initiative, as applicable, and are factually supportable and (2) no such addbacks shall be permitted for any period after the eighteen-month anniversary of such Permitted Acquisition. Notwithstanding the foregoing, (x) the aggregate amount of consent fees added back to Consolidated Net Income for purposes of calculating Consolidated EBITDA pursuant to clause (a)(vi) of the preceding sentence, together with the aggregate amount of prepayment premiums excluded from Consolidated Interest Charges pursuant to the parenthetical in clause (b) of the first sentence of the definition of Consolidated Adjusted Interest Coverage Ratio, shall not exceed 3% of the outstanding principal amount of the applicable Indebtedness permitted under Section 7.03 so repaid or the holders of which have been so compensated and (y) the aggregate amount of add-backs made pursuant to clause (c) of the preceding sentence for such period shall not exceed an amount equal to 15% of Consolidated EBITDA for such period (determined prior to giving effect to such add-backs), and, in no event shall the maximum amount of such addbacks with respect to the American Railcar Acquisition exceed $30,000,000. For purposes of clarification, gains or losses on purchases or sales of equipment in the ordinary course of the Borrower’s and its Subsidiaries’ business shall not constitute non-recurring income or expenses for purposes of determining Consolidated EBITDA.

“Consolidated Funded Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on a consolidated basis, without duplication, the sum of: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business, advisory fees and any earn-out obligation until such earn-out obligation is required to become a liability on the balance sheet of such Person in accordance with GAAP); (c) Indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including Indebtedness arising under conditional sales or other title retention agreements), whether or not such Indebtedness shall have been assumed by such Person or is limited in recourse; provided, however, that if such Indebtedness is limited in recourse to the property encumbered thereby, such Indebtedness shall be deemed to be equal to the lesser of the (i) fair market value of such asset at such date of determination and (ii) the amount of such Indebtedness; (d) capital leases and Synthetic Lease Obligations; (e) all obligations of such Person to

purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (f) all Guarantees with respect to Indebtedness of the types specified in clauses (a) through (e) above of another Person; and (g) all Indebtedness of the types referred to in clauses (a) through (f) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which any Loan Party or any Subsidiary is a general partner or joint venturer, except to the extent that Indebtedness is expressly made non-recourse to such Person.

“Consolidated Interest Charges” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discount, fees (other than fees that are capitalized and amortized over the life of a loan), prepayment fees, Swap Contract expenses or breakage fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of the Borrower and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP.

“Consolidated Net Income” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the net income of the Borrower and its Subsidiaries (excluding extraordinary items) for that period; provided, however, that, without duplication, Consolidated Net Income shall be calculated without giving effect to (a) the cumulative effect of a change in accounting principles, (b) any write-off of deferred financing costs incurred as a result of the refinancing of Indebtedness, (c) purchase accounting adjustments required or permitted by GAAP, (d) any non-cash net after-tax income or loss from operating results of discontinued operations as determined by GAAP, and any after-tax gains or losses from sales of discontinued operations, (e) any non-cash impairment, charges or asset write-downs or write-offs (other than write-downs or write-offs of current assets), and (f) the net income (or loss) for such period of any Person that is not a Subsidiary; provided that Consolidated Net Income of the Borrower and its Subsidiaries shall be increased by the amount of dividends, distributions and other payments based on equity ownership that are actually paid in cash to the Borrower or a Subsidiary in respect of such period, in each case pursuant to GAAP.

“Consolidated Tangible Assets” means, as of any date, the book value of total assets of the Borrower and its subsidiaries on a consolidated basis minus the book value of intangible assets (including, for the avoidance of doubt, goodwill), as determined in accordance with GAAP.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“Debt Issuance” means the issuance by the Borrower or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.03.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Default Rate” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum.

“Defaulting Lender” means, subject to Section 2.17(c), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s reasonable determination (in good faith) that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, the L/C Issuer, the Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination (in good faith) that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in a writing reasonably satisfactory to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.17(c)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, the L/C Issuer, the Swing Line Lender and each other Lender promptly following such determination.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. For purposes of clarification, the use of cash, cash equivalents or money in the ordinary course of business or in a manner not otherwise expressly prohibited by the terms of this Agreement, in each case, shall not constitute a “Disposition” or to “Dispose” under this Agreement.

“Disqualified Equity Interest” means any Equity Interest of any Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof or upon a “change of control” (as defined therein) or an asset sale, so long as any rights of the holders thereof upon the occurrence of such “change in control” or asset sale are subject to the prior payment in full in cash of the Obligations (other than contingent indemnification obligations and all Letters of Credit that remain outstanding that have been Cash Collateralized or with respect to which other arrangements satisfactory to the L/C Issuer have been made) and the termination of all Commitments and the termination of this Agreement) or is mandatorily redeemable in cash pursuant to a sinking fund obligation or otherwise, (b) is redeemable in cash at the option of the holder thereof (unless at the sole option of the issuer thereof or upon a “change of control” (as defined therein) or an asset sale, so long as any rights of the holders thereof upon the occurrence of such “change in control” or asset sale are subject to the prior payment in full in cash of the Obligations (other than contingent indemnification obligations and all Letters of Credit that remain outstanding that have been Cash Collateralized or with respect to which other arrangements satisfactory to the L/C Issuer have been made) and the termination of all Commitments and the termination of this Agreement), or (c) requires or mandates the purchase, redemption, retirement, defeasance or other similar payment (other than dividends) for cash (other than in connection with or upon a “change of control” (as defined therein) or an asset sale, so long as any rights of the holders thereof upon the occurrence of such “change in control” or asset sale are subject to the prior payment in full in cash of the Obligations (other than contingent indemnification obligations and all Letters of Credit that remain outstanding that have been Cash Collateralized or with respect to which other arrangements satisfactory to the L/C Issuer have been made) and the termination of all Commitments and the termination of this Agreement), in each case, on or prior to the date that is 91 days after the Maturity Date.

“Dollar” and “$” mean lawful money of the United States.

“Dollar Equivalent” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“Domestic Subsidiary” means any Subsidiary (other than an Excluded Subsidiary) that is organized under the laws of any political subdivision of the United States.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Account” means an Account owned by any Loan Party which satisfies all of the following requirements:

(a) the Account is a genuine obligation resulting from the sale or lease of goods by, the rendition of services by or hire of vessels of by such Loan Party to a Person (other than to a Subsidiary, Affiliate, SPE or Joint Venture) in the ordinary course of business;

(b) the Account is subject to a first priority perfected Lien to secure the Obligations;

(c) there are no conditions which must be satisfied before such Loan Party is entitled to receive payment of the Account;

(d) the account debtor has not asserted in writing any defense to payment and has not asserted in writing any counterclaim or offset against the Borrower or any Subsidiary;

(e) to the extent any credit balance exists in favor of the account debtor, such credit balance has been deducted from the Account balance;

(f) except with respect to car hire receivables, such Loan Party has sent an invoice or statement to the account debtor in the amount of the Account; and

(g) Accounts arising from (i) contracts subject to performance or surety bonds with respect to which contracts the account debtors have elected to have the bonding company assume or provide for the assumption of the applicable Loan Party’s performance obligations with respect thereto and (ii) any other contracts with respect to which such bonding company described in clause (i) has provided a surety or performance bond.

For purposes of this Agreement, the amount of any Eligible Account shall be determined to be net of any portion thereof that is received by the Loan Parties for the benefit of third parties and net of any lease payments owed by the Loan Parties with respect to goods subleased by the Loan Parties to third parties.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 10.06(b)(iii) and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)).

“Eligible Inventory” means all Inventory of the Loan Parties, including raw materials, work-in-process, and finished goods, valued at the lower of cost (on a FIFO basis) or market value, in accordance with GAAP, which satisfies all of the following requirements:

(a) the Inventory is owned by a Loan Party and is subject to a first priority perfected Lien to secure the Obligations;

(b) the Inventory is held for sale in the business of a Loan Party, is of good and merchantable title, and is not obsolete, defective or unsalable;

(d) the Inventory is not subject to any licensing agreement, trademark or other proprietary right to which the applicable Loan Party is not subject or has the benefit of, and which would prohibit or restrict its sale by the Lender to third parties; and

(e) the Inventory is stored in the United States or Canada.

“Eligible Property, Plant and Equipment” means the net book value of all owned equipment (as defined in Article 9 of the Uniform Commercial Code in effect in New York as of the Closing Date) and real property of the Loan Parties (i) which has been pledged or, in the case of real property, mortgaged to the Administrative Agent as security for the Obligations and against which the Administrative Agent has obtained a first priority, perfected, and, in the case of real property, title insured, security interest, (ii) which is located in the United States and (iii) in the case of real property, with respect to which the Administrative Agent has received, and is satisfied with the results of, an appraisal for such real property and a Phase I environmental assessment.

“Environmental Laws” means any and all United States federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the Release or threatened Release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation by the Borrower or any Subsidiary of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal by the Borrower or any Subsidiary of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release by the Borrower or any Subsidiary of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of, or interest in, (however designated) equity of such Person, including any preferred stock, but excluding any debt security that is convertible into, or exchangeable for Equity Interests.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate.

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Euro” and “EUR” mean the single currency of the Participating Member States.

“Eurocurrency Rate” means,

(a) for any Interest Period with respect to a Eurocurrency Rate Loan: (i) in the case of Eurocurrency Rate Loan denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which comparable or successor rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “LIBOR Rate”) at approximately 11:00 a.m., London time, determined two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; (ii) in the case of Eurocurrency Rate Loan denominated in Canadian Dollars, the rate per annum equal to the Canadian Dealer Offered Rate (“CDOR”), or a comparable or successor rate, which comparable or successor rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) (in such case, the “CDOR Rate”) at approximately 10:00 a.m. (Toronto, Ontario time) determined on the Rate Determination Date with a term equivalent to such Interest Period; (iii) in the case of Eurocurrency Rate Loan denominated in Mexican Pesos, the rate per annum equal to the Interbanking Equilibrium Interest Rate (“TIIE”), or a comparable or successor rate, which comparable or successor rate is approved by the Administrative Agent, as published by Banco de Mexico in the Federation’s Official Gazette (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 2:00 p.m. (Mexico City, Mexico time) determined on the Rate Determination Date with a term equivalent to such Interest Period; and (iv) in the case of any other Eurocurrency Rate Loan denominated in a Non-LIBOR Quoted Currency (other than those specified above), the rate designated with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.05; and

(b) for any interest rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR at approximately 11:00 a.m. London time, determined two Business Days prior to such date for Dollar deposits with a term of one month commencing that day;

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied as otherwise reasonably determined by the Administrative Agent. Notwithstanding the foregoing, if the Eurocurrency Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Eurocurrency Rate Loan” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.” Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate Loans.

“Event of Default” has the meaning specified in Section 8.01.

“Excluded Accounts” means any deposit accounts, securities accounts or other similar accounts (a) into which there are deposited no funds other than those intended solely to cover wages for employees (and related contributions to be made on behalf of such employees to health and benefit plans) plus balances for outstanding checks for wages from prior periods; (b) constituting employee withholding accounts and containing only funds deducted from pay otherwise due to employees for services rendered to be applied toward the tax obligations of such employees; (c) accounts maintained solely in trust for the benefit of third parties and fiduciary purposes; (d) into which there are deposited no funds other than those that are deposited for employee benefits (e.g. health insurance, flexible spending, etc.); and (e) zero balance accounts.

“Excluded GBW Property” means any property of Borrower or a Subsidiary from time to time that is (a) rail car repair, refurbishment and maintenance related real and personal property (including (i) customer lists, goodwill and other intangible assets, (ii) rail car repair business inventory (including work-in-process), (iii) certain contracts, permits and agreements related thereto and (iv) certain property leased related thereto) or Equity Interests in Brandon Railroad LLC or other Subsidiaries, who at the time of transfer only have assets or operations relating to railcar repair, refurbishment and maintenance assets, and (b) leases or licenses relating to rail car repair, refurbishment and maintenance assets; provided, however, if the aggregate book value of “Excluded GBW Property” shall at any time exceed an amount equal to $20,000,000 in the aggregate, such property that would otherwise be “Excluded GBW Property” pursuant to this definition that exceeds such amount shall be deemed to not be Excluded GBW Property for purposes of this Agreement.

“Excluded Property” means, collectively (a) any rights or interests under any contract, lease, license, permit or agreement, including, without limitation, interests in partnerships, joint ventures or other such non-wholly owned Subsidiaries, if under the terms of such contract, lease, license, permit or agreement, or applicable Law with respect thereto, the granting of a security interest therein in the manner contemplated by the Loan Documents is prohibited (except (i) where such prohibition has been waived or the consent of the other party to such contract, lease, permit, license or agreement has been obtained or (ii) to the extent that an otherwise applicable prohibition on such grant is rendered ineffective by the Uniform Commercial Code or other applicable Laws), (b) equipment and other assets subject to a capitalized lease or purchase money Liens permitted under Section 7.01(j) or 7.01(s) that prohibit the granting of any other Lien on such equipment or other assets; provided that such equipment or other assets shall become Collateral upon release of such capitalized lease or purchase money Lien, (c) any fixtures attached to real property that is subject to a Lien permitted under Section 7.01(j) or 7.01(s), (d) Lease-Related Assets that are subject to Liens securing Term Debt permitted under Section 7.03(d) and to the extent that the terms of such Term Debt prohibit the granting of any Lien on such assets to secure the Obligations; provided that such assets shall not constitute Excluded Property at any time when such Lien is not in effect, (e) any IP Rights for which a perfected Lien thereon is not effected by filing of a Uniform Commercial Code financing statement or by appropriate evidence of such Lien being filed in the United States Copyright Office or the United States Patent and Trademark Office, (f) unless otherwise pledged as Collateral by the Loan Parties in their discretion, any personal property (other than personal property described in clause (e) above) for which the attachment or perfection of a Lien thereon is not governed by the Uniform Commercial Code or evidenced by filings with the Surface Transportation Board, (g) any intent-to-use applications for trademarks to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such applications under applicable Law, (h) Equity Interests of any Foreign Subsidiary, to the extent that such Equity Interests are not required to be (and have not been)

pledged pursuant to Section 6.14, (i) Equity Interests in any Joint Venture (including Greenbrier-GIMSA, LLC), SPE, or Managed Person to the extent and for so long as either (y) the Organization Documents of such Joint Venture, SPE, or Managed Person prohibit the granting of security interests therein in the manner contemplated by the Loan Documents or (z) the terms of any financing arrangements with respect to such Joint Venture, SPE, or Managed Person prohibit the granting of Equity Interests therein in the manner contemplated by the Loan Documents, (j) margin stock (within the meaning of Regulation U issued by the Federal Reserve Bank), (k) Excluded Accounts (other than Excluded Accounts described in clause (e) of the definition thereof), and (l) Excluded GBW Property that is leased to GBW Railcar Services Holdings, L.L.C., a Delaware limited liability company or its subsidiaries. Notwithstanding the foregoing, “Excluded Property” shall not include any property pledged in accordance with Section 6.14(c).

“Excluded Subsidiary” means (a) any Subsidiary that is a “controlled foreign corporation” within the meaning of Section 957 of the Code (a “CFC”), (b) any direct or indirect Subsidiary all or substantially all of the assets of which consist of, directly or indirectly, the Equity Interests in one or more CFCs and (c) any Subsidiary that is owned directly or indirectly by a CFC (other than a Subsidiary that is organized under the laws of any political subdivision of the United States and that is treated as a C-corporation for federal income tax purposes (a “Domestic C-Corp”) or that is owned directly or indirectly by a Domestic C-Corp the income of which is treated for federal income tax purposes as income of such Domestic C-Corp).

“Excluded Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 28 of the Security Agreement and any and all guarantees of such Loan Party’s Swap Obligations by other Loan Parties) at the time the Guarantee of such Loan Party, or grant by such Loan Party of a security interest, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply to only the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guarantee or security interest is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), 3.01(a)(iii) or 3.01(c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

“Existing Credit Agreement” has the meaning specified in the Introductory Statement hereto.

“Existing Letters of Credit” means those Letters of Credit listed on Schedule 1.01.

“Facility Office” means, with respect to any Lender, the office through which such Lender will perform its obligations under this Agreement.

“FATCA” means Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any applicable intergovernmental agreements.

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight United States federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent, and (c) if the Federal Funds Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Fee Letter” means the letter agreement, dated as of the Closing Date, among the Borrower, the Administrative Agent and the Arranger.

“First Amendment Effective Date” means June 3, 2019.

“Flood Hazard Property” means any improved real property constituting Collateral subject to a mortgage or deed of trust in favor of the Administrative Agent that is in an area designated by the Federal Emergency Management Agency as having special flood or mudslide hazards.

“Foreign Lender” means any Lender that is not a U.S. Person.

“Foreign Subsidiary” means any Subsidiary other than a Domestic Subsidiary.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Fronting Exposure” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“GBXL” means GBXL, LLC, an Oregon limited liability company.

“Golden West Agreements” means the Re-marketing Agreement dated as of November 19, 1987 among Southern Pacific Transportation Company, St. Louis Southwestern Railway Company, Greenbrier Leasing Corporation and the Greenbrier Railcar, Inc., the Amendment to Re-marketing Agreement among Southern Pacific Transportation Company, St. Louis Southwestern Railway Company, Greenbrier Leasing Corporation and Greenbrier Railcar, Inc. dated as of November 15, 1988, the Amendment No. 2 to Re-marketing Agreement among Southern Pacific Transportation Company, St. Louis Southwestern Railway Company, Greenbrier Leasing Corporation and Greenbrier Railcar, Inc., and the Amendment No. 3 to Re-marketing Agreement dated November 19, 1987 among Southern Pacific Transportation Company, St. Louis Southwestern Railway Company, Greenbrier Leasing Corporation and Greenbrier Railcar, Inc. dated as of March 5, 1991, in each case as in effect on the Closing Date.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” means, as to any Person, any (a) any Contractual Obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Honor Date” has the meaning specified in Section 2.03(c).

“Immaterial Subsidiary” means, as of any date, any Subsidiary (a) whose total assets, as of that date, are less than $5,000,000 and (b) whose total revenues for the most recent twelve-month period do not exceed $5,000,000.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank Guarantees, surety bonds and similar instruments;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business, advisory fees and any earn-out obligation until such earn-out obligation is required to become a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; provided, however, that if such indebtedness is limited in recourse to the property encumbered thereby, such indebtedness shall be deemed to be equal to the lesser of (i) the fair market value of such asset at such date of determination and (ii) the amount of such indebtedness;

(f) capital leases and Synthetic Lease Obligations;

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Disqualified Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

(h) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 10.04(b).

“Information” has the meaning specified in Section 10.07.

“Intercreditor Agreement” means (a) that certain Amended and Restated Intercreditor Agreement, dated as of the date hereof, among the Administrative Agent and the administrative agent under that certain $225,000,000 Term Debt agreement among Greenbrier Leasing Company LLC, the lenders party thereto and Bank of America, as administrative agent, and (b) any other intercreditor agreement contemplated by Section 6.14(e).

“Interest Payment Date” means, (a) as to any Eurocurrency Rate Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each March, June, September and December and the Maturity Date.

“Interest Period” means, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date that is seven (7) days, one, two, three or six months thereafter (or in the case of a Eurocurrency Rate Loan denominated in Mexican Pesos, twenty-eight or ninety-one days thereafter) in each case, subject to availability for the applicable interest rate, as selected by the Borrower in its Committed Loan Notice or such other period that is twelve months or less requested by the Borrower any and consented to by all the Lenders; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Inventory” has the meaning provided in Article 9 of the Uniform Commercial Code in effect in New York as of the Closing Date.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property of, or a line of business or division of, another Person. For purposes of covenant compliance, the amount of any Investment made by any Person shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment less all cash returns, cash dividends and cash distributions (or the fair market value of any non-cash returns, dividends and distributions) received by such Person from such Investment.

“IP Rights” has the meaning specified in Section 5.17.

“IRS” means the United States Internal Revenue Service.

“ISP” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).

“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to any such Letter of Credit.

“Joint Venture” means a Person or other legal arrangement which meets the following criteria: (a) it is a single-purpose corporation, partnership, limited liability company, joint venture or other similar legal arrangement (whether created by contract or conducted through a separate legal entity) formed by the Borrower or any of its Subsidiaries with another Person in order to conduct a common venture or enterprise with such Person and (b) the Borrower and its Subsidiaries directly or indirectly own less than 75% of the Equity Interests.

“Judgment Currency” has the meaning specified in Section 10.17.

“Laws” means, collectively, all international, foreign, United States federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.

“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing of Revolving Loans. All L/C Borrowings shall be denominated in Dollars.

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“L/C Issuer” means (a) Bank of America, (b) solely to the extent that Bank of America is unable or unwilling to issue such Letters of Credit hereunder, any other Lender with a Revolving Commitment that upon request of the Borrower agrees to issue one or more Letters of Credit hereunder, as issuer of such Letters of Credit, and/or (c) any successor issuer of Letters of Credit hereunder. The term “L/C Issuer” when used with respect to a Letter of Credit or the L/C Obligations relating to a Letter of Credit shall refer to the L/C Issuer that issued such Letter of Credit.

“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts with respect to Letters of Credit, including L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“Lease-Related Assets” means (1) locomotives, rail cars, rolling stock, marine barges and other surface transportation equipment (and any accessions and attachments thereto) that are leased, or are held for lease, by a Loan Party to third Persons, (2) the accounts, chattel paper, documents, instruments, general intangibles (but excluding intellectual property) and commercial tort claims arising from or relating to the lease, sale, exchange or other disposition of the foregoing locomotives, rail cars, rolling stock, marine barges and other surface transportation equipment or evidencing rights in any of the assets described in clauses (1), (2), (3) and/or (4) of this definition, (3) the books and records relating or pertaining to or evidencing the foregoing and (4) the proceeds and products of the foregoing assets described in clauses (1), (2) and/or (3) above.

“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto and each other Person that becomes a “Lender” in accordance with this Agreement and their successors and assigns and, as the context requires, includes the Swing Line Lender.

“Lending Office” means, as to the Administrative Agent, the L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or foreign branch of such Lender or such affiliate. Unless the context otherwise requires each references to a Lender shall include its applicable Lending Office.

“Letter of Credit” means a standby or sight draft commercial letter of credit issued under this Agreement providing for the payment of cash upon the honoring of a presentation thereunder. Letters of Credit may be issued in Dollars or in Alternative Currencies. Notwithstanding anything to the contrary contained herein, a letter of credit (other than the Existing Letters of Credit) issued by an L/C Issuer other than Bank of America shall not be a “Letter of Credit” for purposes of the Loan Documents until such time as the Administrative Agent has been notified in writing of the issuance thereof by the applicable L/C Issuer and has confirmed with such L/C Issuer that there exists adequate availability under the Revolver Ceiling to issue such letter of credit.

“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“Letter of Credit Fee” means any letter of credit fee payable by the Borrower to the Administrative Agent, for the account of the Lenders, pursuant to Section 2.03(h).

“Letter of Credit Sublimit” means an amount equal to the lesser of $100,000,000 or the amount available under the Revolver Ceiling. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. As of the Closing Date, the Letter of Credit Sublimit of the L/C Issuer is set forth on Schedule 2.01.

“LIBOR” has the meaning specified in the definition of Eurocurrency Rate.

“LIBOR Rate” has the meaning specified in the definition of Eurocurrency Rate.

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may

be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower).

“LIBOR Quoted Currency” means Dollars, Euros, Sterling and any other Alternative Currency for which there is a published LIBOR rate with respect thereto, in each case as long as there is a published LIBOR rate with respect thereto.

“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Committed Loan or a Swing Line Loan.

“Loan Documents” means (a) this Agreement, (b) each Note, (c) each Issuer Document, (d) the Fee Letter, (e) the Subsidiary Guaranty, (f) the Security Agreement, (g) the Pledge Agreement, (h) any Intercreditor Agreement and (i) each other security agreement, pledge, deed of trust, mortgage or other document purporting to create a Lien on the Collateral. Loan Documents shall not include Swap Contracts or Treasury Management Agreements.

“Loan Parties” means, collectively, the Borrower and each Subsidiary Guarantor.

“Managed Person” means any entity for which a Loan Party provides management or other services but with respect to which neither the Borrower nor any Subsidiary has any ownership interest.

“Mandatory Cost” means any amount incurred periodically by any Lender during the term of this Agreement which constitutes fees, costs or charges imposed on lenders generally in the jurisdiction in which such Lender is domiciled, subject to regulation or has its Facility Office by any Governmental Authority.

“Master Agreement” has the meaning specified in the definition of “Swap Contract.”

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition or results of operations of the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of the Loan Parties taken as a whole to perform their material obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which they are a party.

“Material Contractual Obligation” means, with respect to any Person, (i) each Contractual Obligation to which such Person is a party involving aggregate consideration payable to or by such Person of an amount equal to or greater than the Threshold Amount (other than purchase orders in the ordinary course of the business of such Person), and (ii) all other contracts or agreements, the loss of which could reasonably be expected to result in a Material Adverse Effect.

“Maturity Date” means June 3, 2024; provided, however, that (i) if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day and (ii) if the Borrower’s existing 2.875% convertible senior notes remain outstanding as of November 1, 2023, the Maturity Date shall be November 1, 2023.

“Mexican Peso” means the lawful currency of Mexico.

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the L/C Issuer with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of Section 2.16(a)(i), (a)(ii) or (a)(iii), an amount equal to 105% of the Outstanding Amount of all L/C Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the L/C Issuer in their sole discretion.

“Multiemployer Plan” means any employee benefit plan of the type subject to and described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

“Net Cash Proceeds” means the aggregate cash or cash equivalents proceeds received by the Borrower or any Subsidiary in respect of any Disposition, Debt Issuance or Recovery Event, net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) taxes paid or reasonably estimated by Borrower to be payable as a result thereof, (c) in the case of any Disposition or any Recovery Event, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property, (d) the amount of any reserves established to fund contingent liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year and that are directly attributable to such event (as determined reasonably and in good faith by Borrower), provided that, upon the reversal of any such reserve, the amount of such reserve shall be included in the calculation of Net Cash Proceeds, (e) amounts reasonably and in good faith provided as a reserve, in accordance with GAAP, in respect of any retained liabilities or purchase price adjustments, or under any indemnification obligations, associated therewith, provided that, upon the reversal of such reserve, the amount of such reserve shall be included in the calculation of Net Cash Proceeds, and (f) proceeds of business interruption insurance; it being understood that “Net Cash Proceeds” shall include any cash or cash equivalents received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Disposition, Debt Issuance or Recovery Event.

“Non-LIBOR Quoted Currency” means any currency other than a LIBOR Quoted Currency.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all directly affected Lenders in accordance with the terms of Section 10.13 and (b) has been approved by the Required Lenders.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by such Lender to the Borrower, substantially in the form of Exhibit C.

“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit I or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

“Obligations” means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including (i) interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding and (ii) all costs and expenses in connection with the enforcement or collection of the obligations that are reimbursable by any Loan Party under the terms of any Loan Document. The foregoing shall also include (a) all obligations under any Swap Contract between any Loan Party and any Lender or Affiliate of a Lender that is permitted to be incurred pursuant to Section 7.03(c) (other than any Swap Contract that is subject to a Lien permitted by Section 7.01(i)); provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Swap Obligations with respect to such Loan Party and (b) all obligations under any Treasury Management Agreement between any Loan Party and any Lender or Affiliate of a Lender.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

“Outstanding Amount” means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; and (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursement of Unreimbursed Amounts.

“Overnight Rate” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market.

“Participant” has the meaning specified in Section 10.06(d).

“Participant Register” has the meaning specified in Section 10.06(d).

“Participating Member State” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“PBGC” means the Pension Benefit Guaranty Corporation.

“Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years.

“Perfected Lease Assets” means those certain lease-related assets, including, but not limited to, rail cars, marine barges and other surface transportation equipment, and related chattel paper, of the Borrower, or of Subsidiary Guarantors, which have been pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as security for the Obligations, and against which the Administrative Agent, for the benefit of the holders of the Obligations, has obtained a first priority, perfected security interest.

“Permitted Acquisition” means: (x) the American Railcar Acquisition provided that the conditions set forth in Section 4.03 are satisfied (or waived) in accordance with the terms thereof and (y) any other Investment consisting of the acquisition by the Borrower or a Subsidiary Guarantor, in a single transaction or in a series of related transactions, of either (a) all or any substantial portion of the property of, or a line of business or division of, another Person or (b) at least a majority of the Voting Stock of another Person, in each case whether or not involving a merger or consolidation with such other Person (any such transaction, an “Acquisition”), provided, that (i) the property acquired (or the property of the Person acquired) in such Acquisition is a business, or those assets of a business, of the type that would not result in a violation of Section 7.07, (ii) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (iii) the Borrower shall have delivered to the Administrative Agent a certificate demonstrating that, upon giving effect to such Acquisition, the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 on a Pro Forma Basis for the period most recently ended for which financial statements have been delivered pursuant to Section 6.01, (iv) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) at and as if made as of the date of

such Acquisition (after giving effect thereto), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, (v) if such transaction involves the purchase of an interest in a partnership between a Loan Party as a general partner and entities unaffiliated with the Borrower as the other partners, such transaction shall be effected by having such equity interest acquired by a corporate holding company directly or indirectly wholly-owned by such Loan Party newly formed for the sole purpose of effecting such transaction, and (vi) immediately after giving effect to such Acquisition, there shall be at least $25,000,000 of undrawn availability under the Aggregate Revolving Commitments and the Revolver Ceiling.

“Permitted Liens” means, at any time, Liens in respect of property of any Loan Party or any Subsidiary permitted to exist at such time pursuant to the terms of Section 7.01.

“Permitted Transfers” means Dispositions permitted by Section 7.05 (other than Sections 7.05(h), (p), (q), (t) and (u)).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) established by the Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“Platform” has the meaning specified in Section 6.02.

“Pledge Agreement” means that certain Fourth Amended and Restated Pledge Agreement, dated as of the Closing Date, among the Loan Parties party thereto and the Administrative Agent.

“Pro Forma Basis” means, for purposes of calculating the financial covenants set forth in Section 7.11 (including for purposes of determining the Applicable Rate) or as otherwise specified by this Agreement, that any adjustments in connection with a Permitted Acquisition or other Investment permitted by Section 7.02 that results in a Person becoming a Subsidiary shall be deemed to have occurred as of the first day of the most recent four fiscal quarter period preceding the date of such transaction for which the Borrower was required to deliver (and has delivered) financial statements pursuant to Section 6.01(a) or (b). In connection with the foregoing, (a) income statement items attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (i) such items are not otherwise included in such income statement items for the Borrower and its Subsidiaries in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01 and (ii) such items are supported by financial statements or other information reasonably satisfactory to the Administrative Agent and (b) any Indebtedness incurred or assumed by the Borrower or any Subsidiary (including the Person or property acquired) in connection with such transaction and any Indebtedness of the Person or property acquired which is not retired in connection with such transaction shall be deemed to have been incurred as of the first day of the applicable period.

“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lender” has the meaning specified in Section 6.02.

“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Qualified Equity Interests” means the Equity Interests that are not Disqualified Equity Interests.

“Railcar Sales in the Ordinary Course of Business” means the Disposition of locomotives, rail cars, rolling stock, marine barges and other surface transportation equipment (and any accessions and attachments thereto) in the ordinary of course of business or as may be consistent with past practice, in each case, as permitted by Section 7.05.

“Rate Determination Date” means two (2) Business Days prior to the commencement of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent such market practice is not administratively feasible for the Administrative Agent, then “Rate Determination Date” means such other day as otherwise reasonably determined by the Administrative Agent).

“Recipient” means the Administrative Agent, any Lender, or the L/C Issuer.

“Recovery Event” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of the Borrower or any Subsidiary.

“Register” has the meaning specified in Section 10.06(c).

“Related Indemnified Party” means with respect to any Indemnitee (a) any Controlling Person or Controlled Affiliate of such Indemnitee, (b) the respective directors, officers or employees of such Indemnitee, (c) the respective agents and advisors or other representatives of such Indemnitee, in the case of this clause (c), acting on behalf of or at the instruction of such Indemnitee; provided, that each reference to a Controlled Affiliate or Controlling Person in this definition pertains to a Controlled Affiliate or Controlling Person involved in the negotiation, syndication, administration and enforcement of this Agreement.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Release” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing or migration into, onto or through the environment.

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“Required Lenders” means, as at any date of determination, Lenders holding in the aggregate more than 50% of (a) the Dollar amount of the unfunded Commitments and the outstanding Committed Loans, L/C Obligations and participations therein or (b) if the Commitments have been terminated, the Dollar amount of the outstanding Committed Loans, L/C Obligations and participations therein. The unfunded Commitments of, and the outstanding Committed Loans, L/C Obligations and participations therein held or deemed held by, any Defaulting Lender shall be disregarded in determining Required Lenders at any

time; provided that the amount of any participation in any Swing Line Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swing Line Lender or L/C Issuer, as the case may be, in making such determination.

“Resignation Effective Date” has the meaning specified in Section 9.06.

“Responsible Officer” means the chief executive officer, president, vice president, chief financial officer, controller or assistant controller, secretary or assistant secretary, treasurer or assistant treasurer of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and appropriate authorization documentation, in form and substance reasonably satisfactory to the Administrative Agent.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s and any Subsidiary’s stockholders, partners or members (or the equivalent Person thereof) other than, in any case, (a) dividends or distributions payable to the Borrower or a Subsidiary Guarantor, (b) a dividend or distribution payable or other payment made solely in (i) shares in any other class of Equity Interests not constituting Disqualified Equity Interests, with terms that are not materially more favorable, taken as a whole and in the good faith determination of the Borrower, than the Equity Interests with respect to which such dividend, distribution or other payment was made or (ii) shares of any class of common Equity Interests.

“Revaluation Date” means (a) with respect to any Committed Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, and (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, and (iii) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, (iv) in the case of the Existing Letters of Credit, the Closing Date and (v) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“Revolver Availability Period” means the period from and including the Closing Date to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Revolving Commitments pursuant to Section 2.07(a), and (c) the date of termination of the Revolving Commitment of each Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“Revolver Ceiling” means the amount that is the lesser of (a) the Aggregate Revolving Commitments and (b) the amount available under the Borrowing Base.

“Revolving Commitment” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(a), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the Dollar amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption or other documentation pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Loan” has the meaning specified in Section 2.01(a). Subject to the definition of “Base Rate Loan”, Revolving Loans may be denominated in Dollars or Alternative Currencies.

“Same Day Funds” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“Sanction(s)” means any international economic sanction administered or enforced by the United States Government, including OFAC, the United Nations Security Council, the European Union, Her Majesty’s Treasury (“HMT”) or other relevant sanctions authority.

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Party Designation Notice” shall mean a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit J.

“Security Agreement” means that certain Fourth Amended and Restated Security Agreement, dated as of the Closing Date, among the Loan Parties party thereto and the Administrative Agent.

“SPE” means any Person that is a direct or indirect, special purpose subsidiary of the Borrower that engages in no activities other than those reasonably related to or in connection with the entering into of transactions described in Section 7.05, including lease securitization, structured finance or syndication transactions, and/or in acquiring, managing, marketing, remarketing, leasing and/or selling rail cars and which is designated by the board of directors of the Borrower as an SPE; provided (a) that neither the Borrower nor any Subsidiary (i) shall provide any Guarantee or other credit support to such Person, (ii) shall have any contract, agreement, arrangement or understanding with such Person other than on terms that are fair and reasonable and that are no less favorable to the Borrower or such Subsidiary than could be obtained from an unrelated Person (other than representations, warranties and covenants (including those relating to servicing) entered into in the ordinary course of business in connection with a transactions contemplated by Section 7.05(f), including lease securitization, structured finance or syndication transactions), and (iii) shall have any obligation to maintain or preserve such Person’s financial condition or to cause such Person to achieve certain levels of operating results and (b) no portion of the Indebtedness or any other obligations (contingent or otherwise) of such Person shall be recourse to the Borrower or its Subsidiaries (other than representations, warranties and covenants (including those relating to servicing) entered into in the ordinary course of business in connection with a transactions contemplated by Section 7.05(f), including lease securitization, structured finance or syndication transactions).

“Special Notice Currency” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“Specified Acquisition Agreement Representations” means such of the representations made by American Railcars Industries, Inc. in the American Railcar Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or its Affiliates) have the right (taking into account any applicable cure provisions) to terminate its (or its Affiliates’) obligations under the American Railcar Acquisition Agreement, or the right not to consummate the American Railcar Acquisition, as a result of a breach of such representations in the American Railcar Acquisition Agreement.

“Specified Representations” means the representations and warranties of the Borrower set forth in (i) Sections 5.01(a), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.07 (but only the second sentence thereof as it applies to no Event of Default under Section 7.13) and 5.14 of this Agreement, (ii) the solvency certificate delivered pursuant to Section 4.03(g), and (iii) subject to the second sentence of Section 4.03(f)(iv) and the last paragraph of Section 6.13, Section 4(d) of the Security Agreement (as it relates to the assets acquired pursuant to the American Railcar Acquisition).

“Spot Rate” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“Sterling” and “£” means the lawful currency of the United Kingdom.

“Stockholders’ Equity” means, as of any date of determination, consolidated stockholders’ equity of the Borrower and its Subsidiaries (as reported as “Total equity – Greenbrier” on the consolidated balance sheet of the Borrower, which shall not include equity attributable to non-controlling interests) as of that date determined in accordance with GAAP but excluding any non-cash impact of (i) goodwill impairment charges, (ii) increases (or decreases) from accumulated other comprehensive income (or loss) and (iii) the issuance of any equity or equity-linked securities.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. For purposes of the Loan Documents, the term “Subsidiary” shall not include any “SPE”, any “Managed Person” or any “Joint Venture”.

“Subsidiary Guarantors” means, collectively, Greenbrier-Concarril, LLC, Greenbrier Leasing Company LLC, Greenbrier Management Services, LLC, Greenbrier Railcar Leasing, Inc., Greenbrier Rail Services Holdings, LLC, Gunderson LLC, Gunderson Marine LLC, Gunderson Rail Services LLC,

Gunderson Specialty Products, LLC, Meridian Rail Acquisition Corp., and Meridian Rail Holdings Corp. and each other Subsidiary that becomes a Subsidiary Guarantor after the Closing Date in accordance with Section 6.13.

“Subsidiary Guaranty” means the Fourth Amended and Restated Subsidiary Guaranty made by each of the Subsidiary Guarantors in favor of the Administrative Agent and the Lenders, substantially in the form of Exhibit F.

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Swap Obligation” means with respect to any Loan Party any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“Swing Line Lender” means Bank of America, or any successor Swing Line Lender hereunder.

“Swing Line Loan” has the meaning specified in Section 2.04(a).

“Swing Line Loan Notice” means a notice of a Swing Line Loan Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit B or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“Swing Line Sublimit” means an amount equal to the lesser of $25,000,000 and the amount available under the Revolver Ceiling. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments. As of the Closing Date, the Swing Line Sublimit of the Swing Line Lender is set forth on Schedule 2.01.

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Debt” has the meaning specified in Section 7.03(d).

“Term Loan” has the meaning specified in Section 2.01(b).

“Term Loan Availability Period” means the period from and including the First Amendment Effective Date to the earliest of (a) the date of termination of all of the Term Loan Commitments pursuant to Section 2.07(b), (b) the consummation of the American Railcar Acquisition with or without the funding of the Term Loan, (c) the date of the termination of the American Railcar Acquisition Agreement by the Borrower or with the Borrower’s consent, prior to the closing of the American Railcar Acquisition, (d) the public announcement of the abandonment of the American Railcar Acquisition by the Borrower (or any of its Affiliates) and (e) the End Date (as defined in the American Railcar Acquisition Agreement as in effect on April 17, 2019).

“Term Loan Commitment” means, as to each Lender, its obligation to make its portion of the Term Loan to the Borrower pursuant to Section 2.01(b), in the principal amount set forth opposite such Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The aggregate principal amount of the Term Loan Commitments of all of the Lenders as in effect on the First Amendment Effective Date is $300,000,000.

“Threshold Amount” means $25,000,000.

“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations.

“Treasury Management Agreement” means any agreement governing the provision of treasury or cash management services, including deposit accounts, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services, credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) and other cash management services.

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan.

“UCP” means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance).

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” and “U.S.” mean the United States of America.

“Unperfected Lease Assets” means those certain lease-related assets, including, but not limited to, rail cars, marine barges and other surface transportation equipment, and related chattel paper, of the Borrower, or of Subsidiary Guarantors, which have been pledged to the Administrative Agent, for the benefit of the holders of the Obligations, as security for the Obligations, but for which the Administrative Agent, for the benefit of the holders of the Obligations, has not received a first priority, perfected security interest.

“Unreimbursed Amount” means, with respect to any drawing under a Letter of Credit that is not reimbursed by the Borrower in accordance with Section 2.03(c)(i), the amount of such unreimbursed drawing.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(e)(ii)(B)(3).

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.02 Other Interpretive Provisions.

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to

refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Calculations; Consolidation of Variable Interest Entities. Notwithstanding the above, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 7.11 (including for purposes of determining the Applicable Rate) shall be made on a Pro Forma Basis. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity (other than any such entity that is an SPE) that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, any change in GAAP requiring leases which were previously classified as operating leases to be treated as capitalized leases shall be ignored for the purpose of determining Indebtedness hereunder and such leases shall continue to be treated as operating leases for such purpose consistent with GAAP as in effect on the Closing Date.

1.04 Exchange Rates; Currency Equivalents.

(a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars but such Committed Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

1.05 Additional Alternative Currencies.

(a) The Borrower may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders obligated to make Credit Extensions in such currency; and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 8:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

(c) Any failure by a Lender or the L/C Issuer, as the case may be, to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Lender or the L/C Issuer, as the case may be, to permit Eurocurrency Rate Loans to be

made or Letters of Credit to be issued in such requested currency. If the Administrative Agent and all the Lenders that would be obligated to make Credit Extensions denominated in such requested currency consent to making Eurocurrency Rate Loans in such requested currency and the Administrative Agent and such Lenders reasonably determine that a Eurocurrency Rate is available to be used for such requested currency, the Administrative Agent shall so notify the Borrower and (i) the Administrative Agent and such Lenders may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (ii) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans. If the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrower and (A) the Administrative Agent and the L/C Issuer may amend the definition of Eurocurrency Rate for any Non-LIBOR Quoted Currency to the extent necessary to add the applicable Eurocurrency Rate for such currency and (B) to the extent the definition of Eurocurrency Rate reflects the appropriate interest rate for such currency or has been amended to reflect the appropriate rate for such currency, such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrower. Any specified currency of an Existing Letter of Credit that is neither Dollars nor one of the Alternative Currencies specifically listed in the definition of “Alternative Currency” shall be deemed an Alternative Currency with respect to such Existing Letter of Credit only.

1.06 Change of Currency.

(a) The obligation of the Borrower to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the Closing Date shall be redenominated into Euro at the time of such adoption. If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

1.07 Times of Day; Rates.

Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurocurrency Rate” or with respect to any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR Successor Rate Conforming Changes.

1.08 Letter of Credit Amounts.

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

1.09 Divisions.

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

ARTICLE II

THE COMMITMENTS AND CREDIT EXTENSIONS

2.01 Committed Loans.

(a) Revolving Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Revolving Loan”) to the Borrower in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Revolver Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Revolving Commitment; provided, however, that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Revolver Ceiling, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit. Within the limits of each Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01(a), prepay under Section 2.06, and reborrow under this Section 2.01(a). Each Borrowing of Revolving Loans shall be made as provided in Section 2.02 below. Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein, provided, however, all Borrowings made on the Closing Date shall be made as Base Rate Loans.

(b) Term Loan. Subject to the terms and conditions set forth herein, each Lender severally agrees to make its portion of a term loan (the “Term Loan”) to the Borrower in Dollars on the American Railcar Acquisition Closing Date in an amount not to exceed such Lender’s Term Loan Commitment. Amounts repaid on the Term Loan may not be reborrowed. The Term Loan may consist of Base Rate Loans or Eurocurrency Rate Loans, or a combination thereof, as further provided herein.

2.02 Borrowings, Conversions and Continuations of Committed Loans.

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent which may be given by: (A) telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Committed Loans that are Eurocurrency Rate Loans denominated in Dollars or of any conversion of any such Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans, (ii) four Business Days (or five Business Days in the case of a Special Notice Currency)prior to the requested date of any Borrowing or continuation of Committed Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Committed Loans that are Base Rate Committed Loans. Notwithstanding the foregoing, if the Borrower wishes to request Eurocurrency Rate Loans having an Interest Period other than seven (7) days, one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Committed Loans that are Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Committed Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., on the applicable Business Day specified in the immediately preceding sentence for which a request for such a Borrowing, conversion or continuation must be received, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, in connection with any conversion or continuation of the Term Loan, if less, the entire principal thereof then outstanding). Except as provided in Sections 2.03(c) and 2.04(c), each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in connection with any conversion or continuation of the Term Loan, if less, the entire principal thereof then outstanding). Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto, and (vi) the currency of the Committed Loans to be borrowed. If the Borrower fails to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrower fails to specify a Type of Committed

Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided, however, that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrower requests a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 11:00 a.m., in the case of any Committed Loan denominated in Dollars (or 1:00 p.m. in the case of a Base Rate Committed Loan), and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, (x) if such Borrowing is the initial Credit Extension, Section 4.01 and (y) if such Borrowing is the Borrowing of the Term Loan, Section 4.03), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice with respect to a Borrowing of Revolving Loans denominated in Dollars is given by the Borrower, the Borrower has outstanding L/C Borrowings, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and, second, shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Committed Loans that are Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate.

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than (i) eight Interest Periods in effect with respect to Revolving Loans and (ii) five Interest Periods in effect with respect to the Term Loan.

2.03 Letters of Credit.

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Revolver Ceiling, (y) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof.

(ii) The L/C Issuer shall not issue any Letter of Credit, if the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Lenders that have Revolving Commitments have approved such expiry date or (y) the L/C Issuer has approved such Letter of Credit and such Letter of Credit is required to be Cash Collateralized pursuant to Section 2.16 from and after the Letter of Credit Expiration Date.

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally

or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than (1) $100,000, in the case of a commercial Letter of Credit, and (2) $250,000, in the case of a standby Letter of Credit;

(D) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;

(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(G) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall not be under any obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith. The L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by the L/C Issuer, by personal delivery or by any other means acceptable to the L/C Issuer. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 10:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount and currency thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrower shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may reasonably require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) If the Borrower so requests in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided

that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrower shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date (except that the expiry date may extend up to one year beyond the Letter of Credit Expiration Date provided that, as of the Letter of Credit Expiration Date, the subject Letter of Credit is Cash Collateralized pursuant to Section 2.16); provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(iv) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. On a monthly basis, the L/C Issuer shall deliver to the Administrative Agent a complete list of all outstanding Letters of Credit issued by the L/C Issuer as provided in Section 2.03(f).

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrower and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrower shall have notified the L/C Issuer promptly following receipt of the notice of drawing that it will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrower of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 12:00 p.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “Honor Date”), the Borrower shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrower fails to so reimburse the L/C Issuer by such time in the case of a Letter of Credit, the Administrative Agent shall promptly notify each Lender of the Honor Date, the Unreimbursed Amount (expressed in Dollars in the amount

of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Revolving Loans (which will be Base Rate Committed Loans) to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). In no event may the Borrower extend the time for reimbursing any drawing under a commercial Letter of Credit by obtaining a banker’s acceptance from the L/C Issuer. Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 10:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Revolving Loans that are Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Lender funds its Revolving Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Lender’s obligation to make Revolving Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the L/C Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery of a Committed Loan Notice). No such making of an L/C Advance shall relieve or

otherwise impair the obligation of the Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations.

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) and in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute. The obligation of the Borrower to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any

transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) waiver by the L/C Issuer of any requirement that exists for the L/C Issuer’s protection and not the protection of the Borrower or any waiver by the L/C Issuer which does not in fact materially prejudice the Borrower;

(v) honor of a demand for payment presented electronically even if such Letter of Credit requires that demand be in the form of a draft;

(vi) any payment made by the L/C Issuer in respect of an otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable;

(vii) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(viii) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrower or any Subsidiary or in the relevant currency markets generally; or

(ix) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary;

provided, that nothing in this Section 2.03(e) shall be deemed a waiver of the third and fourth sentences in Section 2.03(f).

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter

of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (ix) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to the Borrower to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. The L/C Issuer shall provide to the Administrative Agent a list of outstanding Letters of Credit (together with amounts) issued by it on a monthly basis (and upon the request of the Administrative Agent); the Administrative Agent shall provide a copy of such list to any Lender and the Borrower upon request. The L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary.

(g) Applicability of ISP and UCP. Unless otherwise expressly agreed by the L/C Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit. Notwithstanding the foregoing, the L/C Issuer shall not be responsible to the Borrower for, and the L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of the L/C Issuer required or permitted under any Law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where the L/C Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade – International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such Law or practice.

(h) Letter of Credit Fees. The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.17, with its Applicable Percentage, in Dollars, a Letter of Credit Fee (i) for each commercial Letter of Credit equal to 0.125% per annum

times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit, and (ii) for each standby Letter of Credit equal to the Applicable Rate times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each standby Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(i) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer. Subject to the penultimate sentence of this subsection (i), the Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee (i) with respect to each commercial Letter of Credit, at the rate specified in the Fee Letter, computed on the Dollar Equivalent of the amount of such Letter of Credit, and payable upon the issuance thereof, (ii) with respect to any amendment of a commercial Letter of Credit increasing the amount of such Letter of Credit, at a rate separately agreed between the Borrower and the L/C Issuer, computed on the Dollar Equivalent of the amount of such increase, and payable upon the effectiveness of such amendment, and (iii) with respect to each standby Letter of Credit, at the rate per annum specified in the Fee Letter, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears. Such fronting fee in respect of any Letter of Credit shall be due and payable on the tenth Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.08. In addition, the Borrower shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect; such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(j) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(k) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

2.04 Swing Line Loans.

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender shall, in reliance upon the agreements of the other Lenders set forth in this Section

2.04, make loans to the Borrower in Dollars (each a “Swing Line Loan”) from time to time on any Business Day during the Revolver Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Lender acting as Swing Line Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, however, that (i) after giving effect to any Swing Line Loan, (A) the Total Revolving Outstandings shall not exceed the Revolver Ceiling, and (B) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Revolving Commitment, (ii) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.04, prepay under Section 2.06, and reborrow under this Section 2.04. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures. Each Borrowing of Swing Line Loans shall be made upon the Borrower’s irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by: (A) telephone or (B) a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $100,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in Same Day Funds.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swing Line Lender to so request on its behalf), that each Lender make a Revolving Loan that is a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding; such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes

hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 10:00 a.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Revolving Loan that is a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for Revolving Loans that are Base Rate Committed Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Lenders fund its risk participation in the such Swing Line Loan and each such Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations.

(i) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender. The Swing Line Lender shall be responsible for invoicing the Borrower for interest on its Swing Line Loans. Until each Lender funds its Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of its Swing Line Loans directly to the Swing Line Lender.

2.05 Security.

All Obligations of the Borrower under this Agreement and all other Loan Documents shall be secured by the Collateral in accordance with the Loan Documents.

2.06 Prepayments.

(a) Voluntary Prepayments of Committed Loans. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to the requested date of prepayment of Committed Loans that are Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days in the case of a Special Notice Currency)prior to the requested date of prepayment of Committed Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies, (C) on the requested date of prepayment of Base Rate Committed Loans. Any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and (D) any prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments (excluding the final payment due on the Maturity Date). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt

of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the applicable Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(b) Voluntary Prepayments of Swing Line Loans. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) Revolver Ceiling. If the Administrative Agent notifies the Borrower at any time that the Total Revolving Outstandings at such time exceed the Revolver Ceiling, then, within two Business Days after receipt of such notice, the Borrower shall prepay Committed Loans, prepay Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Revolver Ceiling; provided, however, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless, after the prepayment in full of all Committed Loans and Swing Line Loans, the Total Revolving Outstandings exceed the Revolver Ceiling.

(d) Alternative Currency Sublimit. If the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all Committed Loans denominated in Alternative Currencies at such time exceeds the Alternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Borrower shall prepay its Committed Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

(e) Dispositions and Recovery Events. The Borrower shall prepay the Term Loan as hereinafter provided in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary from all Dispositions (other than (i) Permitted Transfers and (ii) any Disposition (or series of related Dispositions) for Net Cash Proceeds not exceeding $5,000,000) and Recovery Events (other than any Recovery Event for Net Cash Proceeds not exceeding $5,000,000) to the extent such Net Cash Proceeds are not reinvested in assets (excluding current assets as classified by GAAP) that are useful in the business of the Borrower and its Subsidiaries within 360 days (or enters into a binding commitment thereof within said 360 day period and subsequently makes such reinvestment within an additional 120 days thereafter) of the date of such Disposition or Recovery Event (it being understood that such prepayment shall be due immediately upon the expiration of such 360 day period (or after expiration, as applicable, of an additional 120 days thereafter)). Such prepayment shall be applied ratably to the remaining principal amortization payments (excluding the final payment due on the Maturity Date).

(f) Debt Issuances. Immediately upon the receipt by any Loan Party or any Subsidiary of the Net Cash Proceeds of any Debt Issuance, the Borrower shall prepay the Term Loan as

hereinafter provided in an aggregate amount equal to 100% of such Net Cash Proceeds. Such prepayment shall be applied to the Term Loan (ratably to the remaining principal amortization payments but specifically excluding the final principal repayment installment on the Maturity Date).

(g) Limitations. Notwithstanding any other provision of Section 2.06 to the contrary, to the extent that all or any of the Net Cash Proceeds giving rise to a mandatory prepayment pursuant to Section 2.06(e) is attributable to a Disposition or Recovery Event by or of a Foreign Subsidiary or non-wholly owned Subsidiary, such mandatory prepayment (x) will be limited to the extent such mandatory prepayment would, in the reasonable good faith judgment of the Borrower, result in adverse tax consequences (that are not de minimis and taking into account foreign tax benefits, if any) and/or (y) shall be subject to permissibility under (A) local law (including financial assistance, corporate benefit, restrictions on repatriating or upstreaming of cash intra-group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) organizational document restrictions (including as a result of minority ownership) and restrictions in other material agreements not entered into for purposes of avoiding such mandatory prepayments. Further, there will be no requirement to make any prepayment with respect to any portion of any required prepayment to the extent that the Borrower determines that the Borrower or any of its Subsidiaries could reasonably be expected to suffer adverse tax or cost consequences (that are not de minimis) as a result of repatriating or upstreaming cash to make such prepayments (including the imposition of withholding taxes) or would reasonably be expected to give rise to risk of liability for the directors of such Subsidiaries; provided that the Borrower and its Subsidiaries shall take commercially reasonable actions to permit repatriation of the Net Cash Proceeds subject to such mandatory prepayments without violating local law or incurring adverse tax consequences (that are not de minimis and taking into account foreign tax benefits, if any) in the reasonable good faith judgment of the Borrower, but shall not otherwise be subject to further limitations as a result of such restrictions. Notwithstanding the foregoing, any prepayments made after application of the foregoing proviso shall be net of any costs, expenses or taxes incurred by the Borrower or any of its Subsidiaries arising as a result of compliance with such proviso and the Borrower or any of its Subsidiaries shall be permitted to make, directly or indirectly, a Restricted Payment to its Affiliates in an amount sufficient to cover any tax liability of such Affiliate, or to reimburse any costs or expenses incurred by such Affiliate, as a result thereof or in connection therewith.

2.07 Termination or Reduction of Commitments.

(a) Revolving Commitments. The Borrower may upon notice to the Administrative Agent, terminate and/or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 (or, if the remainder, such lesser amount) in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit or the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit, Swing Line Sublimit or Alternative Currency Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of Revolving Commitments. The amount of any such Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by

the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each affected Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination.

(b) Term Loan Commitments.

(i) The Borrower may upon notice to the Administrative Agent, terminate and/or from time to time permanently reduce the Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of Term Loan Commitments. Any reduction of the Term Loan Commitments shall be applied to the Term Loan Commitment of each affected Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Term Loan Commitments shall be paid on the effective date of such termination.

(ii) The Term Loan Commitments shall automatically terminate on the earlier of (A) the Borrowing thereof or (B) the expiration of the Term Loan Availability Period.

2.08 Repayment of Loans.

(a) The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Revolving Loans outstanding on such date.

(b) The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date ten Business Days after such Loan is made and (ii) the Maturity Date.

(c) Commencing with the first full fiscal quarter ended after the American Railcar Acquisition Closing Date, the Borrower shall repay to the Lenders on the last day of each March, June, September and December thereafter, an amount equal to the sum of (i) 1.25% of the original principal amount of the Term Loan funded on the American Railcar Acquisition Closing Date (as such installments may hereafter be adjusted as a result of prepayments made pursuant to Section 2.06, unless accelerated sooner pursuant to Section 8.02); provided, however, that the final principal repayment installment of the Term Loan shall be repaid on the Maturity Date and in any event shall be in an amount equal to the aggregate principal amount of Term Loan outstanding on such date; provided, further, that (i) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Eurocurrency Rate Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (ii) if any principal repayment installment to be made by the Borrower on a Eurocurrency Rate Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

2.09 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. To the extent that any calculation of interest or any fee required to be paid under this Agreement shall be based on (or result in) a calculation that is less than zero, such calculation shall be deemed zero for purposes of this Agreement.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the written request of the Required Lenders, while any Event of Default exists (other than as set forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

2.10 Fees.

In addition to certain fees described in subsections (h) and (i) of Section 2.03:

(a) Commitment Fees.

(i) Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Commitment in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.17. The commitment fee shall accrue at all times during the Revolver Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable

quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Revolver Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(ii) Term Loan Commitments. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Term Loan Commitment in accordance with its Applicable Percentage, a commitment fee in Dollars equal to the Applicable Rate times the actual daily amount of the aggregate Term Loan Commitments, subject to adjustment as provided in Section 2.17. The commitment fee shall accrue at all times during the period commencing on June 17, 2019 and ending on the last day of the Term Loan Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with June 30, 2019, and on the last day of the Term Loan Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Other Fees.

(i) The Borrower shall pay to the Arranger and the Administrative Agent for their own respective accounts, the fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

2.11 Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate.

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any other reason, the Borrower or the Lenders determine that (i) the Consolidated Capitalization Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Consolidated Capitalization Ratio would have

resulted in higher pricing for such period, the Borrower shall promptly and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(h) or 2.09(b) or under Article VIII.

2.12 Evidence of Debt.

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender to the Borrower made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans to the Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a) above, each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

2.13 Payments Generally; Administrative Agent’s Clawback.

(a) General. All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, (i) all payments by the Borrower hereunder (except with respect to principal of and interest on Loans denominated in an Alternative Currency) shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in Same Day Funds not later than 1:00 p.m. on the date specified herein, and (ii) all payments by the Borrower hereunder with respect to principal and interest on Loans denominated in an Alternative Currency shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due from the Borrower under this Agreement be made in the United States. If, for any

reason, the Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, the Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 1:00 p.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurocurrency Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

(ii) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.14 Sharing of Payments by Lenders.

If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

(i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.16, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

2.15 Increase in Revolving Commitments.

(a) Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrower may from time to time, request an increase in the Aggregate Revolving Commitments by an amount (for all such requests) not exceeding $50,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $10,000,000. At the time of sending such notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the Lenders).

(b) Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Revolving Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Revolving Commitment.

(c) Notification by Administrative Agent; Additional Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), the Borrower may also invite additional Persons that qualify as Eligible Assignees to become Lenders pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) Effective Date and Allocations. If the Aggregate Revolving Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date.

(e) Conditions to Effectiveness of Increase. As a condition precedent to such increase, the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (B) no Default exists. The Borrower shall prepay any of its Revolving Loans outstanding on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the

extent necessary to keep the outstanding Revolving Loans ratable with any revised Applicable Percentages arising from any nonratable increase in the Revolving Commitments under this Section.

(f) Conflicting Provisions. This Section shall supersede any provisions in Sections 2.14 or 10.01 to the contrary.

2.16 Cash Collateral.

(a) Certain Credit Support Events. If (i) the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash Collateral pursuant to Section 8.02(c) or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all other cases) following any request by the Administrative Agent or the L/C Issuer provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iv) above, after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority (other than, in the case of priority, Liens permitted by Section 7.01(l)) security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.05, 2.17 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations under any of this Section 2.16 or Sections 2.03, 2.05 or 2.17 shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan

Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

2.17 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, or received by the Administrative Agent from a Defaulting Lender pursuant to Section 10.08) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third, to Cash Collateralize the L/C Issuer’s Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.16; fourth, as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuer’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.16; sixth, to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 (or Section 4.03, if applicable) were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Revolving

Commitments hereunder without giving effect to Section 2.17(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any commitment fee payable under Section 2.10(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). (B) Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.16. With respect to any Letter of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender pursuant to clause (b) below, (y) pay to the L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such Defaulting Lender’s Revolving Commitment) but only to the extent that such reallocation does not cause any Non-Defaulting Lender’s portion of the Total Revolving Outstandings to exceed such Non-Defaulting Lender’s Revolving Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(b) Cash Collateral, Repayment of Swing Line Loans. If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16.

(c) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and the L/C Issuer agree in writing that a Defaulting Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no

adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

ARTICLE III

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.

(i) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of any Loan Party or the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or the Borrower, then the Administrative Agent or the Borrower shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.

(ii) If the Borrower or the Administrative Agent shall be required by the Code to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any such required withholding or the making of all such required deductions (including such deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(iii) If the Borrower or the Administrative Agent shall be required by any applicable Laws other than the Code to withhold or deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Borrower or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

(b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) Tax Indemnifications. (i) The Borrower shall, and does hereby indemnify each Recipient, and shall make payment in respect thereof within ten days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and does hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.

(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).

(d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.

(e) Status of Lenders; Tax Documentation.

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 3.01(e)(ii)(A), 3.01(e)(ii)(B) and 3.01(e)(ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

(A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding Tax;

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

(1) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2) executed copies of IRS Form W-8ECI;

(3) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such

Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN-E (or W-8BEN, as applicable); or

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies (or originals, as required) of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in United States federal withholding Tax duly completed together with such supplementary documentation as may be prescribed by applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the Closing Date.

(iii) Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. Additionally, the Borrower shall promptly deliver to the Administrative Agent or any Lender, as the Administrative

Agent or such Lender shall reasonably request, on or prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by the Borrower, as are required to be furnished by such Lender or the Administrative Agent under such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or the L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrower or any other Person.

(g) Survival. Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality.

If any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to perform any of its obligations hereunder or to make, maintain or fund or charge interest with respect to any Credit Extension (whether denominated in Dollars or an Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable interbank market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurocurrency Rate Loans in the affected currency or currencies or to convert Base Rate Committed Loans to Eurocurrency Rate Loans, shall be suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest

rate on which is determined by reference to the Eurocurrency Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender, shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all such Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted.

3.03 Inability to Determine Rates.

(a) If in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof, (i) the Administrative Agent determines that (A) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (B) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency) or in connection with an existing or proposed Base Rate Loan or (C) a fundamental change has occurred in the foreign exchange or interbank markets with respect to such Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) (in each case with respect to clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine in good faith that for any reason the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) in the event of a determination described in the preceding sentence with respect to the Eurocurrency Rate component of the Base Rate, the utilization of the Eurocurrency Rate component in determining the Base Rate shall be suspended, in each case until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

(b) Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause (a)(i) of this Section, the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the

Impacted Loans under clause (a)(i) of this Section, (2) the Administrative Agent or the Required Lenders notify the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

3.04 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(e) or the L/C Issuer);

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy or liquidity), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay to such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Additional Reserve Requirements. The Borrower shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required to comply with any other reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive, absent manifest error), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional costs shall be due and payable 10 days from receipt of such notice.

(f) Mandatory Costs. If any Lender or the L/C Issuer incurs any Mandatory Costs attributable to the Obligations, then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such Mandatory Costs. Such amount shall be expressed as a percentage rate per annum and shall be payable on the full amount of the applicable Obligations.

3.05 Compensation for Losses.

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the amount notified by the Borrower;

(c) any failure by the Borrower to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 10.13;

including any loss of anticipated profits, any foreign exchange losses and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extensions in accordance with the terms of this Agreement. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, the L/C Issuer or any Governmental Authority for the account of any Lender or the L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender or the L/C Issuer, as applicable, shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender or the L/C Issuer, as applicable, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or the L/C Issuer in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 or if any Lender gives a notice pursuant to Section 3.02 (which has not been revoked) and, in each case, the

Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) which results in the elimination of the amounts payable pursuant to Section 3.01 and Section 3.04, the Borrower may replace such Lender in accordance with Section 10.13.

3.07 Successor LIBOR.

Notwithstanding anything to the contrary in this Agreement or any other Loan Documents (including Section 10.01 hereof), if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability Date”), or

(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar Dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.

If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurocurrency Rate Loans shall be suspended, (to the extent of the affected Eurocurrency Rate Loans or Interest Periods), and (y) the Eurocurrency Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans (to the extent of the affected Eurocurrency Rate Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein.

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be less than zero for purposes of this Agreement.

3.08 Survival.

All of the obligations of the Borrower under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder and the resignation or replacement of the Administrative Agent.

ARTICLE IV

CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

4.01 Conditions of Initial Credit Extension.

The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each properly executed by a Responsible Officer of the signing Loan Party (where applicable), each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders:

(i) executed counterparts of this Agreement, the Security Agreement, the Pledge Agreement and the Subsidiary Guaranty;

(ii) Notes executed by the Borrower in favor of each Lender requesting Notes;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party;

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Parties is validly existing, in good standing, as applicable in their respective jurisdictions of formation;

(v) such executed documents as the Administrative Agent may reasonably require to perfect the Lenders’ first priority security interest in the Collateral, subject to the Liens set forth in Schedule 7.01, including notices of grants of security interests in intellectual property to be filed with the United States Patent and Trademark Office or United States Copyright Office, filings with the United States Surface Transportation Board and stock transfer powers;

(vi) favorable opinions of Paul Hastings LLP and Tonkon Torp LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender;

(vii) a certificate of a Responsible Officer of the Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by the Loan Parties and the validity against the Loan Parties of the Loan Documents, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that, except as otherwise provided in Section 5.03, no such consents, licenses or approvals are so required;

(viii) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(ix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect.

(b) At least five days prior to the Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall deliver a Beneficial Ownership Certification in relation to the Borrower.

(d) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Without limiting the generality of the provisions of the last paragraph of Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

4.02 Conditions to all Credit Extensions (Other than the Borrowing of the Term Loan on the American Railcar Acquisition Closing Date).

The obligation of each Lender and the L/C Issuer to honor any Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans or (ii) the Committed Loan Notice requesting the Borrowing of the Term Loan on the American Railcar Acquisition Closing Date) is subject to the following conditions precedent:

(a) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such Credit Extension, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b) No Default shall exist, or would result from such proposed Credit Extension or the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders or the L/C Issuer (in the case of any Letter of Credit to be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

Each Request for Credit Extension (other than (i) a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans or (ii) the Committed Loan Notice requesting the Borrowing of the Term Loan) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

4.03 Conditions to the Borrowing of the Term Loan.

The obligation of each Lender to honor the Committed Loan Notice requesting the initial Borrowing of the Term Loan is subject only to the satisfaction (or waiver by the holders of a majority of the Term Loan Commitments) of the following conditions precedent:

(a) Since April 17, 2019, there shall not have been a “Business Material Adverse Effect” (as defined in the American Railcar Acquisition Agreement as in effect on April 17, 2019).

(b) The American Railcar Acquisition shall have been consummated, or substantially concurrently with the borrowing of the Term Loan shall be consummated, in all material respects in accordance with the terms of the American Railcar Acquisition Agreement, without giving effect to any modifications or amendments thereto or consents or waivers thereto by the Borrower or any of its Affiliates that are material and adverse to the Lenders (in their respective capacities as such) or BOFA Securities, Inc.. without the prior consent of BOFA Securities, Inc. (such consent not to be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that (i) any change in the purchase price in connection with the American Railcar Acquisition shall not be deemed to be material and adverse to the interests of the Lenders and BOFA Securities, Inc.; provided, that, (A) any reduction of the purchase price shall be allocated to a reduction in any amounts to be funded under the Term Loan and (B) any increase in purchase price shall be funded by equity contributions by the Borrower, and (ii) any change to the definition of “Business Material Adverse Effect” shall be deemed material and adverse to the Lenders and BOFA Securities, Inc. and shall require the consent of BOFA Securities, Inc. (not to be unreasonably withheld, delayed or conditioned). The Administrative Agent shall have received a fully-executed copy of the American Railcar Acquisition Agreement (with all schedules and exhibits thereto), together with any amendments, modifications, waivers or consents thereunder, certified to be true and complete by a Responsible Officer of the Borrower.

(c) The representations and warranties of (i) the Borrower contained in Article V and (ii) each Loan Party contained in each other Loan Document shall be made on the American Railcar Acquisition Closing Date; provided that, at the time of, and after giving effect to the initial

Borrowing of the Term Loan, only the Specified Representations shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date.

(d) The Specified Acquisition Agreement Representations shall be true and correct in all material respects (or in all respects if already qualified by materiality) on the American Railcar Acquisition Closing Date.

(e) Substantially concurrently with the borrowing of the Term Loan, either (i) the Seller Business Indebtedness, including the Opco Credit Agreement (each as defined in the American Railcar Acquisition Agreement as in effect on April 19, 2019) shall have been repaid in full or (ii) the Target Subsidiaries shall be released from all of their obligations (other than customary contingent indemnification obligations) under the Seller Business Indebtedness, including the Opco Credit Agreement, and, in either case, all liens relating thereto shall have been terminated.

(f) Subject to the last paragraph of Section 6.13:

(i) each Domestic Subsidiary (other than Immaterial Subsidiaries) to be acquired pursuant to the American Railcar Acquisition shall have executed and delivered a joinder agreement contemplated by Section 23 of the Subsidiary Guaranty and Section 25 of the Security Agreement (each such Domestic Subsidiary, a “Target Subsidiary”);

(ii) the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates as to the Organization Documents from Responsible Officers of each Target Subsidiary in substantially the form of those delivered on the Closing Date pursuant to Section 4.01(a)(iii);

(iii) the Administrative Agent shall have received certificates of existence or good standing, as applicable, with respect to each of the Target Subsidiaries in their respective jurisdictions of formation, each dated as of a date reasonably acceptable to the Administrative Agent but in any event no earlier than thirty (30) days prior to the American Railcar Acquisition Closing Date;

(iv) the Administrative Agent shall have received such executed documents as the Administrative Agent may reasonably require to perfect the Lenders’ first priority security interest in the Collateral to be acquired in the American Railcar Acquisition, including such notices of grants of security interests in intellectual property to be filed with the United States Patent and Trademark Office or United States Copyright Office which may be effected without the filing of an assignment to GBXL, filings with the United States Surface Transportation Board and stock transfer powers as may be requested by the Administrative Agent. Notwithstanding the foregoing or any other provision in any Loan Documents to the contrary, to the extent a perfected security interest in any Collateral acquired pursuant to the American Railcar Acquisition (the security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement, the making of a federal intellectual property filing which may be effected without the filing of an assignment to GBXL or delivery of possession of Equity Interests or other certificated security owned by any Loan Party to the extent constituting “certificated

securities” within the meaning of the UCC, and assets with respect to which a Lien may be perfected by filings with the United States Surface Transportation Board) is required to be pledged pursuant to the terms of the Security Agreement and pursuant to Section 6.14 but is not able to be provided on the American Railcar Acquisition Closing Date after Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the perfection of such security interest in such Collateral will not constitute a condition precedent to the availability of the Term Loan on the American Railcar Acquisition Closing Date, but a security interest in such Collateral will be required to be perfected within 90 days (or such later date as the Administrative Agent may agree) after the American Railcar Acquisition Closing Date pursuant to arrangements to be mutually agreed between the Borrower and the Administrative Agent; and

(v) the Administrative Agent shall have received customary opinions of Paul Hastings LLP and Tonkon Torp LLP, with respect to the Target Subsidiaries, addressed to the Administrative Agent and each Lender.

(g) The Administrative Agent shall have received a solvency certificate from the chief financial officer of the Borrower in the form of Exhibit K hereto.

(h) The Lenders shall have received at least five Business Days prior to the American Railcar Acquisition Closing Date all documentation and other information about the Loan Parties as has been reasonably requested in writing at least ten Business Days prior to the American Railcar Acquisition Closing Date by such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. At least five days prior to the American Railcar Acquisition Closing Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), the Borrower shall deliver a beneficial ownership certification in relation to the Borrower.

(i) There shall not exist any Default or Event of Default of the types described under Section 8.01(a), 8.01(f) or 8.01(g).

(j) The Administrative Agent shall have received a Borrowing Base Certificate duly executed by a Responsible Officer of the Borrower which shall demonstrate that the Borrowing Base is sufficient to permit the borrowing of the Term Loan on the American Railcar Acquisition Closing Date. Such Borrowing Base Certificate shall be calculated as of the most recently ended month ending at least 30 days prior to the American Railcar Acquisition Closing Date and shall be calculated on a pro forma basis giving effect to the American Railcar Acquisition.

(k) The Borrower shall have paid (i) all agreed fees to the Administrative Agent, BOFA Securities, Inc. and the Lenders set forth in that certain fee letter dated April 17, 2019 between the Borrower, Bank of America and Merrill Lynch, Pierce, Fenner & Smith Incorporated and (ii) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced in reasonable detail at least two (2) Business Days prior to the date of the requested Borrowing of the Term Loan.

(l) The Administrative Agent shall have received a Committed Loan Notice for the Borrowing of the Term Loan (which Committed Loan Notice shall be modified to reflect the limited conditionality set forth in this Section 4.03).

Without limiting the generality of the provisions of the last paragraph of Section 10.03, for purposes of determining compliance with the conditions specified in this Section 4.03, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

The Borrower, on behalf of itself and the Subsidiary Guarantors, represents and warrants to the Administrative Agent and the Lenders that:

5.01 Existence, Qualification and Power; Compliance with Laws.

Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention.

The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any (x) with respect to the creation of any Lien (other than Permitted Liens), Contractual Obligation or (y) with respect to any conflict, breach or contravention or payment, Contractual Obligation, in each case, to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, except to the extent as could not reasonably be expected to have a Material Adverse Effect, or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any material Law.

5.03 Governmental Authorization; Other Consents.

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, except (a) as have been obtained or made and are in full force and effect, (b) for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03, (c) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Administrative Agent for filing or recordation and (d) notices and filings required by law in connection with the exercise of remedies pursuant to the Loan Documents. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party do not require any approval of any Loan Party’s equity holders or any approval or consent of any Person under any Contractual Obligation of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Contractual Obligations, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

5.04 Binding Effect.

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforcement thereof may be limited by applicable Debtor Relief Laws and by general principles of equity.

5.05 Financial Statements; No Material Adverse Effect.

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities required to be shown under GAAP, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

(b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries dated May 31, 2018, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or is reasonably expected to have a Material Adverse Effect.

5.06 Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.07 No Default.

Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

5.08 Ownership of Property; Liens.

Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Permitted Liens.

5.09 Environmental Compliance.

The Borrower and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrower has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.10 Insurance.

(a) The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies that are not Affiliates (except as permitted below) of the Borrower, in such amounts, and with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates; provided, however, that the Borrower may reduce the amount of insurance required to be maintained above to the extent that the Borrower maintains a self-insurance program providing insurance coverage in lieu thereof and in a manner consistent with past practices or otherwise in accordance with sound business practices by companies in similar businesses similarly situated and located. The property and general liability insurance coverage of the Loan Parties as in effect on the Closing Date is outlined as to carrier, policy number, expiration date and type on Schedule 5.10.

(b) The Borrower and its Subsidiaries maintain, if available, fully paid flood hazard insurance on all Flood Hazard Property, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent.

5.11 Taxes.

The Borrower and its Subsidiaries have filed all United States federal and state income Taxes and other material Tax returns and reports required to be filed, and have paid all United States federal and state income Taxes and other material Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and (b) those (other than United States federal income Taxes) where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. There is no proposed Tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any formal Tax sharing agreement.

5.12 ERISA Compliance.

(a) Except as could not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other United States federal or state Laws. Each Plan that is intended to qualify under

Section 401(a) of the Code has received an opinion letter or a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(c) Except as would not reasonably be expected to result in liability in excess of the Threshold Amount, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA.

5.13 Subsidiaries; Equity Interests.

As of the Closing Date, the Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and, to the extent applicable, all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens (other than Liens permitted by clauses (a), (c) and (h) of Section 7.01). As of the Closing Date, the Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part(b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable.

5.14 Margin Regulations; Investment Company Act.

(a) The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

5.15 Disclosure.

No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the

transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished), when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; it being understood that for purposes of this Section 5.15, such reports, financial statements, certificates and other information shall not include any financial projections, budgets, forecasts, pro forma data and other forward looking statements (“Projections”) or any information of a general economic or general industry nature. All Projections provided by the Borrower have been prepared in good faith based upon assumptions believed to be reasonable at the time provided (it being understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that the Projections are not a guarantee of financial performance which may differ and such differences may be material). As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

5.16 Compliance with Laws.

Each of the Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, is not expected to have a Material Adverse Effect.

5.17 Intellectual Property; Licenses, Etc.

The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without, to the knowledge of the Borrower, conflict (except for conflicts that either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect) with the rights of any other Person. To the knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any valid rights held by any other Person, except for conflicts that either individually or in the aggregate could not reasonably be expected to result in a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrower, threatened, which, either individually or in the aggregate, is reasonably expected to have a Material Adverse Effect. Set forth on Schedule 5.17 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as of the Closing Date.

5.18 Sanctions; Anti-Corruption.

None of the Loan Parties, nor any of their Subsidiaries, nor, to the knowledge of the Loan Parties and their Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction. The Loan Parties and their Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed to promote compliance in all material respects with such laws.

5.19 No EEA Financial Institution.

No Loan Party is an EEA Financial Institution.

ARTICLE VI

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation under the Loan Documents shall remain unpaid or unsatisfied (other than contingent amounts not yet due), or any Letter of Credit shall remain outstanding (other than Letters of Credit that have been Cash Collateralized), the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

6.01 Financial Statements.

Deliver to the Administrative Agent and each Lender:

(a) as soon as available, but in any event no later than 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ended August 31, 2018), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP in all material respects, such consolidated statements to be audited and accompanied by a report and opinion of KPMG or any other independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for qualifications resulting from the Obligations being classified as short term Indebtedness during the year prior to the applicable maturity date); and

(b) as soon as available, but in any event no later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended November 30, 2018), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP in all material respects, subject only to normal year-end audit adjustments and the absence of footnotes; and

(c) as soon as available, but in any event not later than 75 days after the beginning of each fiscal year of the Borrower, forecasts prepared by management of the Borrower of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Subsidiaries on a quarterly basis for such fiscal year (including the fiscal year in which the Maturity Date occurs).

As to any information contained in materials furnished pursuant to Section 6.02(d), the Borrower shall not be separately required to furnish such information under clause (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in clauses (a) and (b) above at the times specified therein.

6.02 Certificates; Other Information.

Deliver to the Administrative Agent (for further distribution to the Lenders), in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders:

(a) within 45 days after the end of each fiscal quarter, a Borrowing Base Certificate as of the last day of such fiscal quarter;

(b) concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (commencing with the fiscal quarter ending August 31, 2018) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower which shall include, solely with respect to the delivery of the financial statements referred to in Section 6.01(a), such supplements to Schedules 5.13(a) and 5.17, as are necessary such that, as supplemented, such Schedules would be accurate and complete as of the date of such Compliance Certificate delivered in connection therewith (which delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes);

(c) promptly after any request by the Administrative Agent or any Lender (acting through the Administrative Agent), copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them;

(d) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to all of the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

(e) promptly after the furnishing thereof, copies of any material statement or material report furnished to any holder of debt securities of any Loan Party or any Subsidiary thereof pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 6.01 or any other clause of this Section 6.02;

(f) promptly, and in any event within ten Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;

(g) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws;

(h) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request;

(i) upon closing of any offering of Term Debt which affects the Borrowing Base, upon a pledge of assets permitted pursuant to Section 7.01, or at the Borrower’s sole discretion upon the acquisition of assets by the Borrower or any of its Subsidiaries outside of the ordinary course of business (but otherwise permitted hereunder), an updated Borrowing Base Certificate which incorporates the acquired or pledged assets to reflect such assets on a pro-forma basis; and

(j) within thirty (30) days after closing of any offering of Term Debt, a certificate signed by a Responsible Officer which confirms that (i) such offering did not cause an Event of Default, and (ii) the documentation associated with such offering, a copy of which shall be attached to the certificate, does not impose a limitation on the ability of the Borrower or its Subsidiaries to make Restricted Payments to the Borrower or its Subsidiaries.

Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal

and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated as “Public Side Information;” and (z) the Administrative Agent and the Arranger and any Affiliate of the Administrative Agent or the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated as “Public Side Information.” Notwithstanding the foregoing, the Borrower shall not be under any obligation to mark any Borrower Materials “PUBLIC.”

6.03 Notices.

Promptly notify the Administrative Agent and each Lender:

(a) of the occurrence of any Default;

(b) of any matter that has resulted or is reasonably expected to result in a Material Adverse Effect;

(c) of the occurrence of any ERISA Event that has resulted or is reasonably expected to result in liability in excess of the Threshold Amount; and

(d) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary.

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Tax Obligations.

Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, (a) unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary or (b) except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc.

Except for Immaterial Subsidiaries, (a) preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties.

(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof; and (c) use the standard of care typical in the industry in the operation and maintenance of its material facilities, in each of the foregoing clauses (a), (b) and (c) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

6.07 Maintenance of Insurance.

(a) Maintain with financially sound and reputable insurance companies that are not Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons. The Administrative Agent and Lenders acknowledge and agree that the insurance set forth on Schedule 5.10 as of the Closing Date satisfies the requirements of this Section 6.07(a) as of the Closing Date.

(b) Cause the Administrative Agent to be named as lender loss payee or mortgagee, as its interest may appear, and/or additional insured with respect to any such insurance providing liability coverage or coverage in respect of any Collateral. All certificates of property and general liability insurance are to be delivered to the Administrative Agent, with the loss payable (but only in respect of Collateral) and additional insured endorsements in favor of the Administrative Agent and shall provide for not less than 30 days (10 days in the case of non-payment) prior written notice to the Administrative Agent of the exercise of any right of cancellation.

(c) So long as one or more of the following conditions is true (i) no Event of Default has occurred and is continuing, (ii) the Outstanding Amount of Loans is not greater than $0, or (iii) the loss covered by such insurance involves a potential claim of less than $10,000,000, then, Borrower and its Subsidiaries shall have the sole right to file claims under any property and general liability insurance policies, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent shall have the sole right to file claims involving losses under any property and general liability insurance policies in respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the collection, compromise or settlement of any claims under any such insurance policies.

(d) Without limiting the foregoing, (i) maintain, if available, fully paid flood hazard insurance on all Flood Hazard Property, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (ii) furnish to the Administrative Agent evidence of the renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any redesignation of any such Flood Hazard Property into or out of a special flood hazard area.

6.08 Compliance with Laws.

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records.

(a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP in all material respects consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be.

6.10 Inspection Rights.

(a) Permit representatives and independent contractors of the Administrative Agent (who may be accompanied by the Lenders at the sole expense of such Lenders) to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its Responsible Officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that excluding any such visits and inspections during the continuance of an Event of Default, none of the Administrative Agent or any of the Lenders may exercise rights under this Section 6.10(a) more often than two (2) times during any calendar year and only one (1) such visit by Administrative Agent (and no visits by any Lenders) shall be at the Borrower’s expense; provided, further, that when an Event of Default exists the Administrative Agent (or any of its respective representatives or independent contractors) (and any Lender may accompany Administrative Agent at its own expense) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.

(b) Notwithstanding anything to the contrary contained herein, the Administrative Agent may conduct annual appraisals of the Loan Parties’ rail car fleet. Such appraisals shall be done at the expense of the Borrower (provided that Borrower shall only be responsible for the actual charges paid or incurred by Administrative Agent in connection with the performance of such appraisal) and shall be performed by an appraiser reasonably acceptable to the Administrative Agent.

(c) At the discretion of the Administrative Agent or the Required Lenders, the Administrative Agent shall have the right to require or conduct an annual field audit of the Collateral. Such field audit shall be done at the expense of the Borrower (provided that Borrower shall only be responsible for the actual charges paid or incurred by Administrative Agent in connection with the performance of such appraisal) and shall be performed by an auditor reasonably acceptable to the Administrative Agent.

6.11 Use of Proceeds.

Use the proceeds of the Credit Extensions for working capital and other general corporate purposes not in contravention of any applicable Law or of any Loan Document; provided that the proceeds of the Term Loan shall be used solely to finance a portion of the purchase price of the American Railcar

Acquisition, repay Seller Business Indebtedness, including the Opco Credit Agreement (each as defined in the American Railcar Acquisition Agreement), to pay other items constituting the “Estimated Closing Purchase Price” (as defined in the American Railcar Acquisition), and to pay any other amounts required to be paid by the Borrower or its Subsidiaries under the American Railcar Acquisition Agreement and to pay fees and expenses in connection herewith and therewith.

6.12 [Reserved].

6.13 Additional Subsidiary Guarantors.

Notify the Administrative Agent at the time that (i) any Person becomes a Domestic Subsidiary (except for Immaterial Subsidiaries) or (ii) any Domestic Subsidiary ceases to be an Immaterial Subsidiary, and, in each case, promptly thereafter (and in any event within 30 days), cause such Person to (a) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Borrower shall cause any Domestic Subsidiary that Guarantees any Indebtedness in excess of $25,000,000 to become a Subsidiary Guarantor.

Solely with respect to the Target Subsidiaries (as defined in Section 4.03(f)), to the extent the items described in Section 4.03(f) are not delivered on the American Railcar Acquisition Closing Date with respect to the Target Subsidiaries, the delivery of such items will not be conditions to the availability of the Term Loan but instead shall be required to be delivered not later than 30 days following the American Railcar Acquisition Closing Date (or such later date as the Administrative Agent may agree in its sole discretion).

6.14 Pledged Assets.

(a) Equity Interests. Cause 100% of the issued and outstanding Equity Interests (other than Excluded Property) of each direct Domestic Subsidiary of each Loan Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the holders of the Obligations, pursuant to the terms and conditions of the Loan Documents, together with opinions of counsel (except in respect of Equity Interests of Immaterial Subsidiaries) and any filings and deliveries reasonably necessary in connection therewith to perfect the security interests therein, all in form and substance reasonably satisfactory to the Administrative Agent.

(b) Other Property. (i) Cause all of the owned and leased personal property (other than Excluded Property and Equity Interests of Subsidiaries not pledged pursuant to subsection (a) above) of each Loan Party to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Loan Documents, subject in any case to Liens permitted by Section 7.01 and (ii) deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

(c) In addition, the Loan Parties may pledge additional assets as Collateral pursuant to additional Loan Documents in form and substance reasonably satisfactory to the Administrative Agent, together with such other documentation as the Administrative Agent may reasonably request in connection therewith. To the extent such additional Collateral satisfies the applicable eligibility requirements, such Collateral shall be included in the Borrowing Base.

(d) Notwithstanding the foregoing, the Loan Parties shall not be required to be in compliance with clauses (a) and (b) of this Section 6.14 with respect to newly formed or acquired Subsidiaries until the thirty day period set forth in Section 6.13 has expired.

(e) Not permit any railcars owned by any Loan Party that are not pledged as Collateral and are subject to the same lease as any railcars that are pledged as Collateral to be subject to any Lien permitted under Section 7.01(i) unless the secured parties in respect of such Lien (or their representative or agent) have executed and delivered an intercreditor agreement with the Administrative Agent (which shall be in form and substance substantially similar to the Intercreditor Agreement described in clause (a) of the definition thereof or otherwise reasonably satisfactory to the Administrative Agent).

(f) Notwithstanding anything to the contrary contained herein, no actions in any non-U.S. jurisdiction shall be required under the Loan Documents in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction, so long as all applicable equity interests that are certificated are in the possession of the Administrative Agent to the extent constituting Collateral).

6.15 Anti-Corruption Laws.

Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote compliance in all material respects with such laws.

ARTICLE VII

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation under the Loan Documents shall remain unpaid or unsatisfied (other than contingent amounts not yet due), or any Letter of Credit shall remain outstanding (other than Letters of Credit that have been Cash Collateralized), the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

7.01 Liens.

Create, incur, assume or suffer to exist any Lien upon any of its property or assets, whether now owned or hereafter acquired, other than the following:

(a) Liens pursuant to any Loan Document;

(b) Liens existing on the Closing Date and listed on Schedule 7.01 and any renewals or extensions thereof, provided that (i) the property covered thereby is not increased other than after-acquired property that is affixed or incorporated into such property and proceeds and products of such property, (ii) the principal amount secured or benefited thereby is not increased (except by an amount equal to accrued and unpaid interest on the obligations secured thereby, and a reasonable premium or other reasonable amount paid in connection with such refinancing or extension, fees and expenses reasonably incurred in connection therewith, and by an amount equal to any existing commitments unutilized thereunder), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b);

(c) Liens for taxes, fees, assessments and other governmental charges and levies (i) which are not individually, or in the aggregate, in excess of $2,500,000, (ii) which are not overdue for a period of more than 30 days or (iii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP;

(d) landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business (i) which are not individually, or in the aggregate, in excess of $2,500,000, (ii) which are not overdue for a period of more than 30 days or (iii) which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA or applicable Environmental Law;

(f) (i) deposits to secure the performance of bids, trade contracts and leases (other than in connection with the borrowing of money), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, and/or (ii) Liens on rail cars (the “transferred rail cars”) or other personal property (“transferred personal property”) that are transferred to the Borrower or any of its Subsidiaries by customers as consideration for the future delivery by the Borrower or any of its Subsidiaries to such customer of (1) existing rail car assets or other existing assets, (2) to-be-refurbished rail car assets or other to-be-refurbished assets or (3) to-be-constructed rail car assets or other to-be-constructed assets, so long as in either case (x) no Default exists or would result from the creation of such Liens, (y) such Liens (A) secure only the performance obligations of the Borrower and its Subsidiaries to deliver the assets described in items (1), (2) or (3) of this clause (f) to such customer, (B) extend to no property of the Borrower and its Subsidiaries other than the transferred rail cars or other transferred personal property, (C) are released upon completion of performance by the Borrower and its Subsidiaries and (z) the transferred rail cars or other transferred personal property shall not be included in the Borrowing Base while they are subject to such Liens;

(g) any zoning restrictions, easements, rights-of-way, encroachments, protrusions and other similar encumbrances and title defects affecting real property which, in the aggregate, do not in any case materially interfere with the ordinary conduct of the business of the applicable Person, or the use of the property for the intended purpose;

(h) Liens securing judgments for the payment of money not constituting an Event of Default under Section 8.01(h);

(i) Liens on Lease-Related Assets securing Term Debt permitted under Section 7.03(d) (and, if applicable, any obligations in respect of Swap Contracts permitted under the terms of the documentation governing any such Term Debt to be secured by the applicable Lease-Related Assets securing such Term Debt); provided that (i) such Liens do not at any time encumber any other property and (ii) the applicable Lease-Related Assets pledged to secure such Term Debt are not included in the Borrowing Base calculation set forth in the most recently delivered Borrowing Base Certificate;

(j) Liens securing Indebtedness permitted under Section 7.03(e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness or the proceeds thereof and (ii) the Indebtedness secured thereby does not exceed the cost of the property being acquired on the date of acquisition (other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith); provided, further, that individual financings of equipment provided by one lender may be cross-collateralized to other individual financings of equipment provided by such lender;

(k) Liens on assets of Foreign Subsidiaries securing Indebtedness permitted under Section 7.03(f);

(l) Liens in favor of a banking or other financial institution arising as a matter of Law or under customary general terms and conditions encumbering deposits or other funds maintained with such banking or other financial institution (including the right of set off) and that are within the general parameters customary in the banking industry;

(m) any right of a licensor under any license agreement for the use of intellectual property or other intangible assets as to which the Borrower or such Subsidiary is the licensee;

(n) any leases, licenses, subleases or sublicenses granted to others (i) in the ordinary course of business not interfering in any material respect, alone or in the aggregate, with the conduct of the business of the Borrower and its Subsidiaries taken as a whole or (ii) permitted pursuant to Section 7.05;

(o) Liens in favor of owners or purchasers of goods (including materials and/or components used in connection with the manufacture thereof) being manufactured or serviced in the ordinary course of business; provided that (i) such Liens do not at any time encumber any property other than the goods being manufactured or serviced (and such owned or purchased materials and/or components used in connection with the manufacture or service thereof) for such purchaser or owner, (ii) such purchaser or owner shall have paid for the materials being used to manufacture or service such goods through the making of progress payments or similar advances and (iii) such goods are excluded from the Borrowing Base;

(p) Liens in favor of Loan Parties granted by any of Gunderson-Concarril S.A. de C.V., Greenbrier-GIMSA, LLC or Gunderson-GIMSA S. de R.L. de C.V. to secure any Indebtedness owed to a Loan Party;

(q) Liens solely on any cash earnest money deposits made by the Borrower or any of its Subsidiaries in connection with a Permitted Acquisition or other Investments permitted under Section 7.02 or Dispositions permitted under Section 7.05;

(r) deposits in the ordinary course to secure liability insurance carriers and Liens on premium refunds and insurance proceeds securing the financing of insurance premiums permitted hereunder;

(s) Liens securing Indebtedness permitted by Section 7.03(m) on property of a Person existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; provided, that such Liens were not created in contemplation of such merger, consolidation or Investment and do not extend to any assets other than those of the Person merged into or consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such Subsidiary;

(t) customary negative pledges on assets being sold or Disposed of, including customary restrictions on distributions by a Subsidiary of the Borrower to be sold, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such Disposition is permitted by Section 7.05;

(u) Liens on cash and cash equivalents deposited with a third-party trustee that arise in connection with the defeasance, discharge or redemption of Indebtedness;

(v) Liens in favor of the Borrower or any of its Subsidiaries securing Indebtedness permitted under Section 7.03(i); provided that such Liens shall not be provided by Loan Parties in favor of Subsidiaries that are not Loan Parties;

(w) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(x) Liens on assets leased to the Borrower or any Subsidiary under operating leases (including Liens on any subleases of such assets by the Borrower or such Subsidiary to third parties), which Liens (i) are granted in favor of the lessor with respect to the lease granting the Borrower or such Subsidiary rights in such assets as the lessee and (ii) secure the Borrower’s or such Subsidiary’s obligations to the lessor under such lease;

(y) Liens arising out of conditional sale, title retention, consignment or similar arrangements for sale of goods entered into by Borrower or any of its Subsidiaries in the ordinary course of business permitted by this Agreement;

(z) Liens not otherwise permitted under this Section 7.01, provided that the obligations secured thereby shall not exceed $15,000,000 in the aggregate at any time outstanding; and

(aa) Liens on property acquired pursuant to a Permitted Acquisition or Liens on property of a Loan Party or any of their Subsidiaries in existence at the time such Person is acquired pursuant to a Permitted Acquisition; provided that (i) any Indebtedness (or any refinancings, refundings, renewals, or extensions thereof so long as the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing) that is secured by such Liens is permitted to exist under Section 7.03(q), and (ii) such Liens are not incurred in connection with, or in contemplation or anticipation of, such Permitted Acquisition and do not attach to any property of a Loan Party or any of its Subsidiaries.

7.02 Investments.

Make or permit to exist any Investments, except:

(a) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or other investments permitted under the Borrower’s cash investment policy as approved by the Borrower’s board of directors, managers or equivalent governing body;

(b) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $500,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes;

(c) Investments (i) by any Loan Party in another Loan Party, (ii) by any Domestic Subsidiary that is not a Loan Party in any other Domestic Subsidiary that is not a Loan Party, (iii) by any Foreign Subsidiary in the Borrower or in any of its Subsidiaries, and (iv) by a Loan Party or any Subsidiary in a Foreign Subsidiary, “SPE”, “Managed Person” or “Joint Venture”, so long as the aggregate amount of such Investments, solely with respect to this subclause (iv), does not exceed $20,000,000 during the term of this Agreement;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) other Investments not exceeding an amount equal to the sum of (i) the greater of (x) $100,000,000 and (y) 10% of Consolidated Tangible Assets of the Borrower and its Subsidiaries as of the last day of the immediately preceding fiscal year of the Borrower plus (ii) any excess amount of Restricted Payments available to be paid pursuant to Section 7.06(d) that have not been distributed and have not been previously invested pursuant to this Section 7.02(e) or Section 7.02(g);

(f) purchases of Inventory by a Loan Party on behalf of any of Gunderson-Concarril S.A. de C.V., Greenbrier-GIMSA, LLC, GBW Railcar Services, L.L.C. or Gunderson-GIMSA S. de R.L. de C.V.;

(g) Investments in Greenbrier-GIMSA, LLC or Gunderson-GIMSA S. de R.L. de C.V. made after the Closing Date in an aggregate outstanding amount not exceeding the sum of (i) $30,000,000 plus (ii) any excess amount of Restricted Payments available to be paid pursuant to Section 7.06(d) that have not been distributed and have not been previously invested pursuant to this Section 7.02(g) or Section 7.02(e);

(h) Permitted Acquisitions, including, for the avoidance of doubt, any Investment in any Subsidiary in an amount required to permit such Subsidiary to consummate a Permitted Acquisition, which amount is actually applied by such Subsidiary to consummate such Permitted Acquisition substantially concurrently with the making of such Investment;

(i) to the extent constituting Investments, the creation of Liens, the incurrence of any Guarantee, the making of fundamental changes, the consummation of Dispositions, and the making of Restricted Payments permitted under Sections 7.01, 7.03(h), 7.04, 7.05 and 7.06, respectively;

(j) Investments to the extent that payment for such Investments is made solely with Qualified Equity Interests or with the net proceeds of the issuance of Qualified Equity Interests; provided that any Investments made with the net proceeds of the issuance of Qualified Equity Interests shall be made substantially contemporaneously with the issuance of such Qualified Equity Interests;

(k) Investments consisting of (i) discretionary contributions made during such time as no Event of Default exists in an aggregate amount not to exceed $5,000,000 per fiscal year to a “rabbi” trust for the benefit of employees within the meaning of Revenue Procedure 92-64 and (ii) required contributions to a “rabbi” trust for the benefit of employees within the meaning of Revenue Procedure 92-64;

(l) Swap Contracts permitted by Section 7.03(c);

(m) Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition;

(n) Investments existing or contemplated on the Closing Date and set forth on Schedule 7.02 (and any extensions, modifications or renewals thereof provided that the amount of the original Investment is not increased except as otherwise permitted by this Section 7.02);

(o) Investments of a Loan Party or a Subsidiary of a Loan Party acquired pursuant to a Permitted Acquisition (or Investments of a target assumed at the time of a Permitted Acquisition of such target); provided that such Investment was not incurred or made in connection with, or in anticipation or contemplation of, such Permitted Acquisition.

7.03 Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, by an amount equal to accrued and unpaid interest on such Indebtedness, and by an amount equal to any existing commitments unutilized thereunder;

(c) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;

(d) private offerings of debt securities or long-term Indebtedness to institutional investors or financial institutions by the Loan Parties or other Domestic Subsidiaries which Indebtedness (i) is secured by Liens permitted by Section 7.01(i) and (ii) in the case of any such Indebtedness not in existence on the Closing Date, if in a principal amount in excess of $30,000,000, contains terms and conditions reasonably acceptable to the Administrative Agent (any such Indebtedness, “Term Debt”); provided, however, that the aggregate principal amount of all such Term Debt at any one time outstanding pursuant to this subsection (d) shall not exceed $300,000,000;

(e) capital leases (including sale-leaseback transactions) or purchase money obligations for fixed or capital assets, within the limitations set forth in Section 7.01(j), and in an aggregate amount not to exceed $25,000,000 at any one time outstanding, and any refinancings, refundings, renewals, or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing;

(f) Indebtedness of Foreign Subsidiaries incurred in the ordinary course of business;

(g) earn-out obligations incurred in respect of Permitted Acquisitions;

(h) Guarantees given by the Borrower or any Subsidiary Guarantor in respect of Indebtedness of (i) the Borrower or any other Subsidiary Guarantor or (ii) a Foreign Subsidiary, “SPE”, “Managed Person” or “Joint Venture”, in each case, that is otherwise permitted or not prohibited under this Section 7.03; provided, that, the value of the Guarantees made in reliance of subclause (ii) of this clause (h) shall not exceed $10,000,000 in the aggregate at any time;

(i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02;

(j) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Borrower or any of its Subsidiaries in the ordinary course of business;

(k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence;

(l) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the financing of insurance premiums; provided, that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums;

(m) Indebtedness of a Person of the type described in Section 7.03(e) existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; which Indebtedness was not incurred in contemplation of such merger, consolidation or Investment and is non-recourse to the Borrower or any Subsidiary other than such Person, and any refinancings, refundings, renewals or extensions thereof, provided that (i) the property securing such Indebtedness is not increased, (ii) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal

or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent obligor with respect to such Indebtedness is not changed;

(n) Indebtedness of the Borrower or any of its Subsidiaries to the extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge any other Indebtedness of such obligor not prohibited by this Section 7.03; provided that: (i) the amount of such new Indebtedness does not exceed the outstanding amount of the Indebtedness to be defeased or satisfied and discharged except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such defeasance or satisfaction and discharge, (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such new Indebtedness are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being defeased or satisfied and discharged and the interest rate applicable to any such new Indebtedness does not exceed the then applicable market interest rate and (iii) upon such defeasance, discharge or satisfaction, such new Indebtedness must otherwise be permitted under another subsection of this Section 7.03 and shall thereafter not be permitted under this subsection (n);

(o) to the extent constituting Indebtedness, obligations in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”), or in connection with services provided under Treasury Management Agreements, in each case, incurred in the ordinary course of business;

(p) other Indebtedness in an aggregate principal amount at any one time outstanding not to exceed $550,000,000; provided that (i) if such Indebtedness is secured, the aggregate principal amount of such secured Indebtedness shall not exceed $10,000,000 at any time outstanding and the Liens securing such Indebtedness are permitted by Section 7.01(z), and (ii) in the case of any such Indebtedness in an aggregate principal amount in excess of $30,000,000, such Indebtedness shall be on terms which are either (A) “market” terms as determined in good faith by the board of directors of the Borrower or (B) reasonably acceptable to the Administrative Agent; and

(q) Indebtedness of a Loan Party or a Subsidiary of a Loan Party acquired pursuant to a Permitted Acquisition (or Indebtedness of a target assumed at the time of a Permitted Acquisition of such target) (and any refinancings, refundings, renewals or extensions thereof); provided that (i) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (ii) the aggregate principal amount of all such Indebtedness does not exceed $5,000,000 (the “Assumed Permitted Debt Cap”) at any time outstanding (plus, in the case of any refinancing, refunding, renewal or extension, an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing) and (iii) in the case of any refinancing, refunding, renewal or extension, the property securing such Indebtedness is not increased; provided further that any reimbursement obligations in respect of letters of credit in excess of the Assumed Permitted Debt Cap shall be permitted by this subsection (q) until the sixtieth day following the consummation of the Permitted Acquisition in which such reimbursement obligations are assumed, so long as, the Borrower or its applicable Subsidiary intends in good faith to replace (or backstop) such letter of credit with a Letter of Credit issued hereunder.

7.04 Fundamental Changes.

Merge, dissolve, divide, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Event of Default exists or would result therefrom:

(a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, (ii) any one or more other Subsidiaries, provided that when any Subsidiary Guarantor is merging with another Subsidiary, the Subsidiary Guarantor shall be the continuing or surviving Person or (iii) any Person in order to effect any Investment permitted pursuant to Section 7.02, provided that a Subsidiary shall be the continuing or surviving Person (and if a Subsidiary Guarantor is party to such transaction, a Subsidiary Guarantor shall be the surviving Person);

(b) the Borrower may merge or consolidate with another corporation or entity which merger or consolidation merely effects the form or domicile of the Borrower without changing the respective holdings of Equity Interests in the Borrower (or in the surviving entity) by stockholders and pursuant to which all obligations of the Borrower in respect of this Agreement are and remain obligations of the surviving entity; provided that the surviving entity shall be organized under the laws of a political subdivision of the United States;

(c) any Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation, dissolution or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Subsidiary Guarantor, then the transferee must either be the Borrower or a Subsidiary Guarantor; and

(d) any Subsidiary may divide; provided that if the dividor in such a transaction is a Subsidiary Guarantor, then the newly formed entities must be Subsidiary Guarantors.

7.05 Dispositions.

Make any Disposition, except:

(a) Dispositions of obsolete, damaged, destroyed or worn out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Dispositions of inventory in the ordinary course of business or equipment on or held for lease in the ordinary course of business, including sales, leases or exchanges of such assets, and in connection with the Golden West Agreements, in each case in the ordinary course of business;

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

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(d) Dispositions of property by the Borrower or any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if the transferor of such property is a Loan Party, the transferee thereof must be a Loan Party;

(e) Dispositions permitted by Section 7.04;

(f) Dispositions of lease assets in lease securitization, structured finance or syndication transactions, provided that the Borrower remains in compliance with its limitations under the Borrowing Base and all other terms and conditions of this Agreement;

(g) Dispositions pursuant to any sale-leaseback transactions under Section 7.03(e);

(h) sales or other Dispositions of assets having a fair market value (as determined by the Borrower in its reasonable discretion) of less than $75,000,000 in the aggregate during the term of this Agreement;

(i) Dispositions of cash equivalents in the ordinary course of business;

(j) leases or subleases of property, including real property, in each case in the ordinary course of business not materially interfering with the conduct of the business of the Borrower and its Subsidiaries, taken as a whole;

(k) licenses for the use of IP Rights in the ordinary course of the Borrower’s or such Subsidiary’s business and, to the extent the American Railcar Acquisition has been consummated, the IP Cross License Agreement and the Trademark License Agreement, in each case, as defined in the American Railcar Acquisition Agreement;

(l) Dispositions of accounts receivable in connection with the compromise, settlement or collection thereof in the ordinary course of business;

(m) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims in the ordinary course of business;

(n) to the extent constituting a Disposition, Liens, Investments, fundamental changes and Restricted Payments permitted by Sections 7.01, 7.02, 7.04 and 7.06, respectively;

(o) casualty events or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceedings of, any property of the Borrower or any of its Subsidiaries; and

(p) the sales of any of the real properties located at 3701 N. 16th Street, Omaha, Nebraska, 4233 N. 31st Avenue, Omaha, Nebraska and 3390 East 36th Street, Tucson, Arizona 85713;

(q) Dispositions of non-core assets acquired in connection with any Permitted Acquisition or other Investment permitted under Section 7.02 or other assets if the Disposition thereof is required by law (including anti-trust law) or a Governmental Authority;

(r) the assignment, cancellation, abandonment or other Disposition of (i) intellectual property or (ii) real property leases or licenses, that is, in the good faith judgment of Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Borrower and the Subsidiaries, taken as a whole;

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(s) [reserved];

(t) Dispositions of Excluded GBW Property; and

(u) Dispositions of Investments in, and issuances of any Equity Interests in, joint ventures to the extent required by, or made pursuant to customary buy/sell arrangements between, the joint venture parties set forth in joint venture arrangements and similar binding arrangements.

provided, however, that (1) any Disposition pursuant to clauses (c), (f), (g) and (i) shall be for fair market value and (2) no Disposition of less than all of the Equity Interests of a Subsidiary Guarantor to Person that is not a Loan Party shall be permitted by this Section 7.05.

7.06 Restricted Payments.

Declare or make, directly or indirectly, any Restricted Payment:

(a) each Subsidiary may make Restricted Payments to the Borrower, the Subsidiary Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests;

(d) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may declare or pay Restricted Payments after the Closing Date in an aggregate amount not to exceed the sum of (i) $300,000,000 plus (ii) 50% of the cumulative Consolidated Net Income of the Borrower and its Subsidiaries since May 31, 2018 minus (iii) all amounts available to make Restricted Payments pursuant to this subsection (d) that have been invested pursuant to Sections 7.02(e) and 7.02(g);

(e) the Borrower may make payments of cash in lieu of fractional shares in connection with the exercise of or conversion of securities that are exercisable or convertible into Equity Interests;

(f) to the extent constituting Restricted Payments, upon the vesting of Equity Interests pursuant to the terms of any agreement with employees, consultants or directors or pursuant to the terms of the Borrower’s equity compensation plans or agreements, the Borrower may (i) repurchase a portion of such Equity Interests (through any “net” settling of any Equity Interest or through a tax withholding feature of any Equity Interest) to the extent such repurchased Equity Interests represent the exercise price of options or warrants or the amount of withholding taxes due upon such exercise or vesting and (ii) make tax withholding payments on behalf of such employees, consultants or directors in connection therewith;

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(g) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 or 7.04; and

(h) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may declare or pay Restricted Payments approved by the board of directors of the Borrower (or applicable governing body) so long as such Restricted Payments do not exceed $1.00 per share per fiscal year.

7.07 Change in Nature of Business.

Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the Closing Date, except for any reasonable extensions or expansions thereof or any business substantially related or incidental thereto.

7.08 Transactions with Affiliates.

Other than (a) transactions not prohibited by this Agreement (including the payment of Restricted Payments permitted by Section 7.06), (b) payment of reasonable directors fees, (c) any issuance of Qualified Equity Interests of the Borrower to Affiliates of the Borrower and (d) any employment, consulting, service or termination agreement or reasonable and customary indemnification arrangements, entered into by the Borrower or any of its Subsidiaries with directors, officers and employees of the Borrower or any of its Subsidiaries and the payment of compensation to directors, officers and employees of the Borrower or any of its Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), enter into any transaction of any kind with any Affiliate of the Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate.

7.09 Burdensome Agreements.

Enter into any Contractual Obligation that limits the ability (a) of any Subsidiary Guarantor to make Restricted Payments to the Borrower or any Subsidiary Guarantor or to otherwise transfer property to the Borrower or any Subsidiary Guarantor, (b) of any Subsidiary Guarantor to Guarantee the Obligations or (c) of the Borrower or any Subsidiary Guarantor to create, incur, assume or suffer to exist Liens on property of such Person (other than Excluded Property) to secure the Obligations, except:

(i) Contractual Obligations in existence as of the Closing Date and set forth in Schedule 7.09;

(ii) Contractual Obligations contained in this Agreement or any other Loan Document;

(iii) any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d), 7.03(e) or 7.03(m) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness or requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such Person;

(iv) any instrument governing Indebtedness or Equity Interests of a Person and its Subsidiaries acquired by the Borrower or any of its Subsidiaries as in effect at the time

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of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 7.03;

(v) customary provisions restricting subletting or assignment of any lease, contract, or license of the Borrower or any Subsidiary or customary provisions in agreements that restrict the assignment of such agreement or any rights thereunder;

(vi) any agreement for the sale or other Disposition of assets, including customary restrictions on distributions by a Subsidiary of the Borrower to be sold, pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Equity Interests or assets of such Subsidiary; provided, that such Disposition was permitted by Section 7.05;

(vii) any instrument or agreements governing Indebtedness permitted by Section 7.03(f), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Foreign Subsidiaries obligated in respect of such Indebtedness;

(viii) negative pledges in favor of holders of Indebtedness permitted by Section 7.03 that limit the right of the debtor to dispose of or encumber the assets financed with such Indebtedness;

(ix) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;

(x) customary provisions in joint venture agreements and other similar agreements applicable to Joint Ventures permitted under Section 7.02 and applicable solely to such Joint Venture and are entered into in the ordinary course of business; and

(xi) in the case of subclause (a), any agreement or instrument relating to any Indebtedness of a Subsidiary permitted to be incurred subsequent to the Closing Date pursuant to Section 7.03 if the encumbrances and restrictions are not materially more restrictive than those set forth in this Agreement and do not otherwise materially impair the ability of the Loan Parties to perform their obligations under this Agreement.

7.10 Use of Proceeds.

Use the proceeds of any Credit Extension to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

7.11 Financial Covenants.

Beginning with the fiscal quarter ended August 31, 2018:

(a) Consolidated Adjusted Interest Coverage Ratio. Permit the Consolidated Adjusted Interest Coverage Ratio as of the end of any fiscal quarter of the Borrower to be less than 2.00 to 1.0.

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(b) Consolidated Capitalization Ratio. Permit the Consolidated Capitalization Ratio as of the end of any fiscal quarter of the Borrower to be greater than 0.70 to 1.0.

For purposes of the financial ratio calculations in this Section 7.11, no earnings or losses of any Managed Person shall be included.

7.12 [Reserved].

7.13 Sanctions; Anti-Corruption Laws.

(a) Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swing Line Lender, or otherwise) of Sanctions.

(b) Directly or indirectly use the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 or other similar anti-corruption legislation in other jurisdictions.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default.

Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within ten days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in (i) Section 6.01, which failure continues for more than five (5) Business Days after the date specified for performance or compliance with such term or condition or (ii) any of Section 6.02, 6.03, 6.05(a), 6.10, 6.11, 6.13 or 6.14 or Article VII, other than pursuant to Sections 7.02 and 7.03, or any Subsidiary Guarantor fails to perform or observe any term, covenant or agreement contained in its Subsidiary Guaranty; or

(c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days after the earlier of (i) the date upon which a Responsible Officer of a Loan Party knew of such failure and (ii) the date upon which written notice thereof is given to the Borrower by the Administrative Agent; or

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(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed made; or

(e) Cross-Default. (i) The Borrower or any Subsidiary (A) fails to make any payment beyond the applicable grace period with respect thereto, if any (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any Indebtedness or Guarantee having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or

(f) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries (other than an Immaterial Subsidiary) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary (other than an Immaterial Subsidiary) becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

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(h) Judgments. There is entered against the Borrower or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

(j) Invalidity of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder, as in accordance with the terms of such Loan Document or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or

(k) Change of Control. There occurs any Change of Control.

Solely for purposes of determining whether an Event of Default has occurred under Section 8.01(f) or 8.01(g), it is understood and agreed that all Immaterial Subsidiaries affected by the applicable event or circumstance shall be considered together, as a single consolidated Person, for purposes of determining whether an Event of Default under Section 8.01(f) or 8.01(g) has occurred.

8.02 Remedies Upon Event of Default.

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(i) declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; and

(ii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and

(iii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and

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(iv) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents and applicable law or equity;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code of the United States (or other applicable Debtor Relief Law), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize its L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

8.03 Application of Funds.

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be (subject to the provisions of Section 2.17) applied in the following order:

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans and L/C Borrowings and fees, premiums and scheduled periodic payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), ratably among the Lenders (and, in the case of such Swap Contracts, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Third held by them;

Fourth, (a) payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, (b) payment of breakage, termination or other payments, and any interest accrued thereon, due under any Swap Contract between any Loan Party and any Lender, or any Affiliate of a Lender, to the extent such Swap Contract is permitted by Section 7.03(c), (c) payments of amounts due under any Treasury Management Agreement between any Loan Party and any Lender, or any Affiliate of a Lender and (d) Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders (and, in the case of such Swap Contracts and Treasury Management Agreements, Affiliates of Lenders) and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as

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they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Subsidiary Guarantor shall not be paid with amounts received from such Subsidiary Guarantor or such Subsidiary Guarantor’s assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section.

Notwithstanding the foregoing, Obligations arising under Treasury Management Agreements and Swap Contracts shall be excluded from the application described above if the Administrative Agent has not received a Secured Party Designation Notice, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate of a Lender, as the case may be. Each Lender or Affiliate of a Lender not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article IX for itself and its Affiliates as if a “Lender” party hereto.

ARTICLE IX

ADMINISTRATIVE AGENT

9.01 Appointment and Authority.

Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents (including Intercreditor Agreements) and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article (other than Sections 9.06 and 9.10) are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuer, and the Borrower shall not have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (in its capacities as a Lender, Swing Line Lender (if applicable), holder of Obligations in respect of Treasury Management Agreements and Swap Contracts) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Loan Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

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9.02 Rights as a Lender.

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.

9.03 Exculpatory Provisions.

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any of the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

Neither the Administrative Agent nor any of its Related Parties shall be liable to any Lender for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or the L/C Issuer.

Neither the Administrative Agent nor any of its Related Parties shall have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or

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conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent.

The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance, extension, renewal or increase of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C

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Issuer, appoint a successor Administrative Agent meeting the qualifications set forth above, with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, with the consent of the Borrower at all times other than during the existence of an Event of Default (which consent shall not be unreasonably withheld or delayed), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.08 and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (A) acting as collateral agent or otherwise holding any collateral security on behalf of any of the holders of the Obligations and (B) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.

(d) Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer and Swing Line Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its

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resignation as L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swing Line Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as applicable, (ii) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents and (iii) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

9.07 Non-Reliance on Administrative Agent and Other Lenders.

Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc.

Anything herein to the contrary notwithstanding, none of the documentation agents, co-agents, syndication agents, bookrunners or arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

9.09 Administrative Agent May File Proofs of Claim; Credit Bidding.

In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations arising under the Loan Documents that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(h) and (i), 2.10 and 10.04) allowed in such judicial proceeding; and

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(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

The holders of the Obligations hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the holders thereof shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the Administrative Agent shall be authorized (A) to form one or more acquisition vehicles to make a bid, and (B) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (i) through (viii) of Section 10.01) and (ii) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Lender or any acquisition vehicle to take any further action.

9.10 Collateral and Guaranty Matters.

Without limiting the provisions of Section 9.09, each of the Lenders and the L/C Issuer irrevocably authorizes the Administrative Agent, at its option and in its discretion,

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(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit, (ii) that is transferred or to be transferred as part of or in connection with any Disposition permitted hereunder or under any other Loan Document, (iii) that is owned by a Person other than a Loan Party, including vessels under construction for third parties pursuant to a contract, that are held by a Loan Party as a bailee for such other Person, or (iv) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;

(b) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (ii) of Section 7.01(f) or Section 7.01(i); and

(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Notwithstanding the foregoing, the Administrative Agent, the Lenders and L/C Issuer acknowledge and agree that (x) in the event that any Subsidiary ceases to be a direct or indirect Subsidiary of the Borrower as a result of a transaction permitted by this Agreement, then such Subsidiary shall automatically be fully and finally released from its obligations hereunder without any further action of the Administrative Agent, the Lenders, or the L/C Issuer, and (y) upon the transfer of any Collateral to a Person that is not a Loan Party pursuant to a Disposition permitted by this Agreement, the Security Interest (as defined in the Security Agreement) and Liens as to any such Collateral granted by the Loan Documents shall be deemed to be released automatically without any further action of the Administrative Agent, the Lenders, or the L/C Issuer upon the consummation of such Disposition (it being understood and agreed, for the avoidance of doubt, that (A) Railcar Sales in the Ordinary Course of Business are transactions expressly permitted under the Loan Documents and that the Administrative Agent’s Security Interest (as defined in the Security Agreement) and Liens in any railcars (but not the proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer in connection with any such Railcar Sales in the Ordinary Course of Business, and (B) upon the sale of a lease of railcars and all railcars that are Collateral that are subject to such lease pursuant to a Disposition permitted by this Agreement, the Administrative Agent’s Security Interest and Liens in such railcars and such lease (but not the proceeds thereof) shall be automatically released without any further action of the Administrative Agent, the Lenders, or the L/C Issuer), and, in each instance, the Administrative Agent shall promptly upon written request from the Borrower, and at the expense of the Borrower, take all necessary action to document the full and final release of such Loan Party or Collateral, as applicable, under the Loan Documents.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by the Borrower in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

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9.11 Treasury Management Agreements and Swap Contracts.

No Lender or Affiliate of a Lender providing Treasury Management Agreements or Swap Contracts that obtains the benefit of Section 8.03, the Subsidiary Guaranty or any Collateral by virtue of the provisions hereof or any Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Subsidiary Guaranty or any Loan Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Treasury Management Agreements and Swap Contracts except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Lender or Affiliate of a Lender providing Treasury Management Agreements or Swap Contracts, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under any such Treasury Management Agreements or such Swap Contracts in the case of the termination of the Commitments and payment in full of all Obligations (other than contingent indemnification obligations) arising under the Loan Documents.

9.12 ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection

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(a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) subclause (i) in the immediately preceding subsection (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with subclause (iv) in the immediately preceding subsection (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and the Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that none of the Administrative Agent or the Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

ARTICLE X

MISCELLANEOUS

10.01 Amendments, Etc.

(a) Except as provided in subsections (b) and (c) below, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

(i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(ii) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(iii) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to clause (D) of the second proviso to this Section 10.01(a)) any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

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(iv) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender directly and adversely affected thereby;

(v) amend Section 1.05 or the definition of “Alternative Currency” without the written consent of each Lender that is obligated to make Credit Extensions in such Alternative Currency;

(vi) change the definition of “Required Lenders”, or change any provision of this Section 10.01(a) without the written consent of each Lender directly and adversely affected thereby;

(vii) except in connection with a transaction permitted under Section 7.04 or 7.05, release all or substantially all of the value of the Subsidiary Guaranty without the written consent of each Lender whose Obligations are Guaranteed thereby; or

(viii) release all or substantially all of the Collateral in any transaction or series of related transactions without the written consent of each Lender whose Obligations are secured by such Collateral;

and, provided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; and (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Defaulting Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.

(b) Notwithstanding any provision herein to the contrary: (i) the Administrative Agent and the Borrower may jointly amend, modify or supplement this Agreement or any other Loan Document to cure or correct administrative errors or omissions, any ambiguity, omission, defect or inconsistency or to effect administrative changes, and such amendment shall become effective without any further consent of any other party to such Loan Document so long as (A) such amendment, modification or supplement does not adversely affect the rights of any Lender or other holder of Obligations in any material respect and (B) the Lenders shall have received at least five Business Days’ prior written notice thereof and the Administrative Agent shall not have received, within five Business Days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment, (ii) the Fee Letter

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may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; (iii) the Administrative Agent and the Borrower may amend this Agreement as contemplated by and in accordance with Section 3.07, and (iv) the holders of a majority of the Term Loan Commitments may waive any condition precedent set forth in Section 4.03.

(i) pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders, the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Loans and/or Commitments (each, an “Extension”), so long as no Default nor any Event of Default shall exist at the time the notice in respect of an Extension Offer is delivered to the applicable Lenders, and no Default nor any Event of Default shall exist immediately prior to or after giving effect to the effectiveness of any Extension;

(ii) no consent of any Lender or the Administrative Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension;

(iii) all obligations in respect of an Extension shall be (A) Obligations under this Agreement and the other Loan Documents that are secured by the Collateral and guaranteed on a pari passu basis with all other applicable Obligations under this Agreement and the other Loan Documents and (B) on terms no more favorable, taken as a whole, to the existing Loan and/or Commitments (other than with respect to (1) maturity, (2) pricing, (3) covenants or other provisions applicable only to periods after the Maturity Date and (4) if the existing Lenders also receive the benefit of such more restrictive terms); and

(iv) the Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower to accomplish the Extensions set forth in this Section 10.01(b).

10.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrower, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 10.02; and

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).

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Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications. Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e mail, FpML messaging, and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Swing Line Lender, the L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement) and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY (AS DEFINED BELOW) IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials or notices through the Platform, any other electronic platform or electronic messaging service or through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

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(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States federal or state securities Laws.

(e) Reliance by Administrative Agent, L/C Issuer and Lenders. The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Committed Loan Notices, Letter of Credit Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

10.03 No Waiver; Cumulative Remedies; Enforcement.

No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under any other Loan Document (including the imposition of the Default Rate) preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and the L/C Issuer; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in

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accordance with Section 10.08 (subject to the terms of Section 2.14), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.14, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

10.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable and documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, enforcement and collection, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any collection, enforcement, workout, restructuring or negotiations in respect of such Loans or Letters of Credit; provided that pursuant to this clause (a), the Borrower shall not be required to reimburse such fees, charges and disbursements of more than one primary counsel to the Administrative Agent, the L/C Issuer and all the Lenders, taken as a whole, and if necessary, one special counsel and one local counsel in each relevant jurisdiction, to the Administrative Agent, the L/C Issuer and the Lenders, taken as a whole, unless the representation of one or more Lenders by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, in which case, upon prior written notice to the Borrower, the Borrower shall also be required to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional counsel to such affected Lenders in each relevant jurisdiction.

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), the Arranger, each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (limited, in the case of legal fees and expenses of counsel, to the fees, charges and disbursements of one primary counsel to the Indemnitees, taken as a whole, and if reasonably necessary, one special counsel and one local counsel in each relevant jurisdiction, to the Indemnitees, taken as a whole, unless the representation of one or more Indemnitees by such counsel would be inappropriate due to the existence of an actual or perceived conflict of interest, in which case, upon prior written notice to the Borrower, the Borrower shall also be required to reimburse the reasonable out-of-pocket fees, charges and disbursements of one additional counsel to such affected Indemnitees in each relevant jurisdiction), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including any Loan Party) arising out of, in connection with,

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or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged Release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee (or any of its Related Indemnified Parties), (y) result from a claim brought by the Borrower or any other Loan Party against an Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrower or such other Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (z) any dispute solely among the Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as Administrative Agent or Arranger or any similar role under this Agreement or any other Loan Document and other than any claims arising out of any act or omission of the Borrower or any of its Affiliates. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(c) Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(e).

(d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, none of the Borrower, any agent nor any Lender shall assert, and each hereby waives, and acknowledges that no other Person shall have, any claim against any other party hereto (or any Indemnitee or any Loan Party), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit

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or the use of the proceeds thereof (other than in respect of any such damages incurred or paid by an Indemnitee to a third party and to which such Indemnitee is otherwise entitled to indemnification as provided above). No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand therefor together with customary invoice supporting reimbursement or payment.

(f) Survival. The agreements in this Section and the indemnity provisions of Section 10.02(e) shall survive the resignation of the Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

10.05 Payments Set Aside.

To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

10.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) In the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the related Loans at the time owing to it or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in subsection (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than (x) $5,000,000 in the case of any assignment in respect of a Revolving Commitment (and the related Revolving Loans thereunder) and (y) $1,000,000 in the case of any assignment in respect of the Term Loan Commitments or Term Loan, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed).

(ii) Proportional Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or Commitment assigned, except that this clause (ii) shall not (A) apply to the Swing Line Lender’s rights and obligations in respect of Swing Line Loans or (B) prohibit any Lender from assigning all or a portion of its rights and obligations in respect of its Revolving Commitment (and the related Revolving Loans thereunder) and its outstanding Term Loans on a non-pro rata basis;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of (1) any Commitment if such assignment is to a Person that is not a Lender with a Commitment in respect of the applicable facility subject to such assignment, an

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Affiliate of such Lender or an Approved Fund with respect to such Lender or (2) any Term Loan to a Person that is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit issued (or to be issued) by the L/C Issuer; and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Swing Line Loans made (or to be made) by the Swing Line Lender.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), or (C) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person).

(vi) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning

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Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment); provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person), a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 10.04(c) without regard to the existence of any participation.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 10.01(a) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this

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Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive unless the sale of such participation is made with the Borrower’s prior written consent. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided that such Participant agrees to be subject to Section 2.13 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note(s), if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Resignation after Assignment. Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Revolving Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as the L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit issued by it and outstanding as of the effective date of its resignation as the L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as the Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Revolving Loans that are Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in

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substitution for the applicable Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

10.07 Treatment of Certain Information; Confidentiality.

Each of the Administrative Agent, the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and to its and its Affiliates’ Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as, or at least as restrictive as, those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any Eligible Assignee invited to become a Lender pursuant to Section 2.15 or (ii) any actual or prospective counterparty (or its Related Parties) to any swap or derivative transaction relating to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating any Loan Party or its Subsidiaries or the credit facilities provided hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, the Commitments, and the Credit Extensions.

For purposes of this Section, “Information” means all information received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent, the Lenders and the L/C Issuer acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States federal and state securities Laws.

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10.08 Right of Setoff.

If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document to such Lender, the L/C Issuer or their respective Affiliates, irrespective of whether or not such Lender, the L/C Issuer or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office or Affiliate of such Lender or the L/C Issuer different from the branch or office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

10.09 Interest Rate Limitation.

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

10.10 Counterparts; Integration; Effectiveness.

This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or the L/C Issuer constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder, by fax transmission or e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without

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limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such fax transmission or e-mail transmission shall be promptly followed by such manually executed counterpart.

10.11 Survival of Representations and Warranties.

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

10.12 Severability.

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

10.13 Replacement of Lenders.

If (a) any Lender requests compensation under Section 3.04, (b) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, (c) any Lender gives a notice pursuant to Section 3.02 (which has not been revoked), (d) any Lender is a Non-Consenting Lender or (e) any Lender is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that:

(i) the Administrative Agent shall have received the assignment fee specified in Section 10.06(b);

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the Eligible Assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

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(iii) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(iv) such assignment does not conflict with applicable Laws; and

(v) in the case of any such assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent;

provided that the failure by such Lender to execute and deliver an Assignment and Assumption shall not impair the validity of the removal of such Lender and the mandatory assignment of such Lender’s Commitments and outstanding Loans and participations in L/C Obligations and Swing Line Loans pursuant to this Section 10.13 shall nevertheless be effective without the execution by such Lender of an Assignment and Assumption.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

10.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

For the avoidance of doubt, the interpretation of the provisions of the American Railcar Acquisition Agreement, including with respect to satisfaction of the conditions contained therein, whether the American Railcar Acquisition has been consummated as contemplated by the American Railcar Acquisition Agreement, any interpretation of “Business Material Adverse Effect” (as defined in the American Railcar Acquisition Agreement) and any determination of whether a “Business Material Adverse Effect” (as defined in the American Railcar Acquisition Agreement) has occurred or could reasonably be expected to occur, and whether the representations made regarding, or made by or on behalf of, American Railcar Industries, Inc. in the American Railcar Acquisition Agreement (including any Specified Acquisition Agreement Representations) are accurate and whether as a result of any inaccuracy thereof the Borrower (or any of its Affiliates) has the right to terminate its or their obligations under the American Railcar Acquisition Agreement or the right to not consummate the transactions contemplated by the American Railcar Acquisition Agreement and all issues, claims and disputes concerning the construction, validity, interpretation and enforceability of the American Railcar Acquisition Agreement and the exhibits and schedules thereto shall, in each case, be governed by and interpreted and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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(b) SUBMISSION TO JURISDICTION EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK.

(c) WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15 Waiver of Jury Trial.

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS

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AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

10.16 USA PATRIOT Act Notice.

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Loan Parties, which information includes the name and address of the Loan Parties and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Loan Parties in accordance with the Act. The Loan Parties shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

10.17 Judgment Currency.

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrower in the Agreement Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower (or to any other Person who may be entitled thereto under applicable law).

10.18 Statutory Notice.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.

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10.19 No Advisory or Fiduciary Responsibility.

In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each of the Loan Parties acknowledges and agrees, and acknowledges the other Loan Parties’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and the Lenders are arm’s-length commercial transactions between the Loan Parties and their respective Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) each of the Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) each of the Loan Parties is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their respective Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender has any obligation to the Loan Parties or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arranger, the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Arranger nor any lender has any obligation to disclose any of such interests to the Loan Parties and their respective Affiliates. To the fullest extent permitted by Law, each of the Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent, the Arranger and each Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

10.20 Electronic Execution of Assignments and Certain Other Documents.

The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement, any other document executed in connection herewith and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary neither the Administrative Agent, the L/C Issuer nor any Lender is under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent, the L/C Issuer or such Lender pursuant to procedures approved by it and provided further without limiting the foregoing, upon the request of any party, any electronic signature shall be promptly followed by such manually executed counterpart.

10.21 Acknowledgement and Consent to Bail-In of EEA Financial Institutions.

Solely to the extent any Lender or L/C Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or L/C Issuer that is an EEA Financial Institution; and

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(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

10.22 Amendment and Restatement of Existing Credit Agreement.

The parties to the Existing Credit Agreement each hereby agrees that, at such time as this Agreement shall have become effective pursuant to the terms of Article IV, (a) the Existing Credit Agreement automatically shall be deemed amended, superseded and restated in its entirety by this Agreement and (b) the Commitments under the Existing Credit Agreement and as defined therein automatically shall be replaced with the Commitments hereunder. This Agreement is not a novation of the Existing Credit Agreement. The promissory notes executed and delivered by the Borrower under the Existing Credit Agreement are hereby cancelled and shall be deemed replaced with the Notes issued hereunder. This amendment and restatement has been effected in accordance with the terms of the Existing Credit Agreement.

10.23 Acknowledgement Regarding any Supported QFCs.

To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the

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same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b) As used in this Section 10.23, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

[SIGNATURE PAGES FOLLOW]

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EX-21.1 5 d759252dex211.htm EX-21.1 EX-21.1

Exhibit 21.1

THE GREENBRIER COMPANIES, INC.

LIST OF SUBSIDIARIES

As of August 31, 2019


Name	State of Incorporation	Names Under Which Does Business (if other than registered name)
Apromat S.A.	Romania
ARI Component Venture LLC	DE
Astra Rail Industries S.A.	Netherlands
Astra Rail Project s.r.o.	Slovak Republic
Autostack Company LLC	OR
Castings LLC	DE
GBSummit, LLC	DE
GBW Railcar Services Canada Inc.	Canada
GGSynergy, S.A. de C.V.	Mexico
Greenbrier-Astra Rail B.V.	Netherlands
Greenbrier Central, LLC	OR
Greenbrier – GIMSA, LLC	OR
Greenbrier do Brasil Participações Ltda.	Brazil
Greenbrier Europe B.V.	Netherlands
Greenbrier Europe Holdings, B.V.	Netherlands
Greenbrier Germany GmbH	Germany
Greenbrier Industries, S.A. de C.V.	Mexico
Greenbrier International Holdings II, LLC	OR
Greenbrier Leasing Company LLC	OR	Greenbrier Intermodal
Greenbrier Leasing Limited	Nova Scotia, Canada
Greenbrier Leasing Limited Partner, LLC	DE
Greenbrier Leasing, L.P.	DE
Greenbrier Management Services, LLC	DE	CIT Rail Services
Greenbrier Maxion – Equipamentos e Serviços Ferroviários S.A.	Brazil
Greenbrier MUL Holdings I LLC	OR
Greenbrier Omaha LLC	OR
Greenbrier Rail Holdings I, LLC	OR
Greenbrier Rail Holdings II, LLC	OR
Greenbrier Rail Holdings III, LLC	OR
Greenbrier Rail Services Holdings, LLC	OR
Greenbrier Rail Services-Tierra Blanca S.A. de C.V.	Mexico
Greenbrier Railcar Leasing, Inc.	WA
Greenbrier Railcar LLC	OR
Greenbrier S.A. de C.V.	Mexico
Greenbrier Tank Components, LLC	OR
Greenbrier Union Holdings I LLC	OR
Greenbrier-Concarril, LLC	DE
Gunderson – GIMSA S.A. de C.V.	Mexico
Gunderson LLC	OR
Gunderson Marine LLC	OR
Gunderson Rail Services LLC	OR	American Hydraulics GMO Parts Greenbrier Rail Services YSD Industries Greenbrier Castings
Gunderson Specialty Products, LLC	DE
Gunderson-Concarril S.A. de C.V.	Mexico
I.C.P.V. S.A.	Romania
Meridian Rail Acquisition Corp.	OR	Greenbrier Rail Services
Meridian Rail Holdings Corp.	OR
Meridian Rail Mexico City Corp.	OR
Mexico MeridianRail Services, S.A. de C.V.	Mexico
Rayvag Vagon Sanayi ve Ticaret A.S.	Turkey
Southwest Steel Casting Company, LLC	TX
Southwest Steel Property LLC	DE
WagonySwidnica sp. z o.o.	Poland
YSD Doors, S.A. de C.V	Mexico
Zaklad Transportu Kolejowego SIARKOPOL sp. z o.o.	Poland

EX-23.1 6 d759252dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

The Greenbrier Companies, Inc. and subsidiaries:

We consent to the incorporation by reference in the registration statements (Nos. 333-127922, 333-157593, 333-172933, 333-187887, 333-195058, 333-223315) on Form S-8 and registration statement (No. 333-207771) of The Greenbrier Companies, Inc. and subsidiaries of our reports dated October 29, 2019, with respect to the consolidated balance sheets of The Greenbrier Companies, Inc. and subsidiaries as of August 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended August 31, 2019, and the related notes, and the effectiveness of internal control over financial reporting as of August 31, 2019, which reports appear in the August 31, 2019 annual report on Form 10-K of The Greenbrier Companies, Inc. and subsidiaries.

Our report refers to a change in the method of accounting for revenue.

Our report dated October 29, 2019, on the effectiveness of internal control over financial reporting as of August 31, 2019, contains an explanatory paragraph that states that management’s assessment of the effectiveness of internal control over financial reporting and our audit of internal control over financial reporting of The Greenbrier Companies, Inc. and subsidiaries excludes an evaluation of internal control over financial reporting of the manufacturing business of American Railcar Industries, Inc.’s acquired on July 26, 2019.

/s/ KPMG LLP

Portland, Oregon

October 29, 2019

EX-31.1 7 d759252dex311.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, William A. Furman, certify that:

1	I have reviewed this annual report on Form 10-K of the Greenbrier Companies for the annual period ended August 31, 2019;

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;

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:

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;

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 statement for external purposes in accordance with generally accepted accounting principles;

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

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 registrant’s Board of Directors (or persons performing the equivalent function):

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

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: October 29, 2019

/s/ William A. Furman

William A. Furman

Chief Executive Officer

EX-31.2 8 d759252dex312.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATIONS (cont’d)

I, Adrian J. Downes, certify that:

1.	I have reviewed this annual report on Form 10-K of the Greenbrier Companies for the annual period ended August 31, 2019;

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;

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 registrant’s Board of Directors (or persons performing the equivalent function):

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: October 29, 2019

/s/ Adrian J. Downes

Adrian J. Downes

Senior Vice President,

Chief Financial Officer and Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

EX-32.1 9 d759252dex321.htm EX-32.1 EX-32.1

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 annual report of The Greenbrier Companies, Inc. (the Company) on Form 10-K for the annual period ended August 31, 2019 as filed with the Securities and Exchange Commission on the date therein specified (the Report), I, William A. Furman, 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:

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

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

Date: October 29, 2019

/s/ William A. Furman

William A. Furman

Chief Executive Officer

EX-32.2 10 d759252dex322.htm EX-32.2 EX-32.2

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 annual report of The Greenbrier Companies, Inc. (the Company) on Form 10-K for the annual period ended August 31, 2019 as filed with the Securities and Exchange Commission on the date therein specified (the Report), I, Adrian J. Downes, Senior Vice President, Chief Financial Officer and Chief Accounting 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:

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

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

Date: October 29, 2019

/s/ Adrian J. Downes

Adrian J. Downes

Senior Vice President,

Chief Financial Officer and Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

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Yes Common Stock NYSE 32487615

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we did not acquire 100% of ARI

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<div style="font-family: arial; font-size: 12pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note 2 - Summary of Significant Accounting Policies </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Principles of consolidation</div> <div style="font-weight:bold;display:inline;">-</div> The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Unclassified balance sheet</div> <div style="font-weight:bold;display:inline;">-</div> The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> distinction is not relevant. In addition, the activities of the Manufacturing; Wheels, Repair & Parts; and Leasing & Services segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Foreign currency translation </div><div style="font-weight:bold;display:inline;">-</div> Certain operations outside the U.S., primarily in Europe, prepare financial statements in currencies other than the U.S. Dollar. Revenues and expenses are translated at monthly average exchange rates during the year, while assets and liabilities are translated at <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">year-end</div> exchange rates. Translation adjustments are accumulated as a separate component of equity in other comprehensive income (loss). The net foreign currency translation adjustment balances were $34.2 million, $21.5 million and $5.4 million as of August 31, 2019, 2018 and 2017, respectively.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Cash and cash equivalents</div> <div style="font-weight:bold;display:inline;">-</div> Cash may temporarily be invested primarily in money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Restricted cash</div> <div style="font-weight:bold;display:inline;">-</div> Restricted cash primarily relates to amounts held to support a target minimum rate of return on certain agreements and a pass through account for activity related to management services provided for certain third party customers. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Accounts receivable </div><div style="font-weight:bold;display:inline;">-</div> Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:79%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Allowance for doubtful accounts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at beginning of period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,701</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,768</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,215</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Additions, net of reversals</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">773</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">938</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">370</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Usage</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,311</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(54</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(891</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Currency translation effect</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">13</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">49</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">74</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at end of period</div></div></td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,176</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,701</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,768</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Inventories</div> <div style="font-weight:bold;display:inline;">-</div> Inventories are valued at the lower of cost or net realizable value using the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">first-in</div> <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">first-out</div> method. <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Work-in-process</div></div> includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leased railcars for syndication </div><div style="font-weight:bold;display:inline;">-</div><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"> </div>Leased railcars for syndication consist of newly-built railcars manufactured at one of the Company’s facilities or railcars purchased from third parties, which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. These railcars are generally anticipated to be sold within six months of delivery of the last railcar in a group or six months from when the Company acquires the railcar from a third party and are typically not depreciated during that period as the Company does not believe any economic value of a railcar is lost in the first six months. In the event the railcars are not sold in the first six months, the railcars are either held in Leased railcars for syndication and are depreciated or are transferred to Equipment on operating leases and are depreciated. As of August 31, 2019, Leased railcars for syndication was $182.3 million compared to $130.9 million as of August 31, 2018. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Equipment on operating leases, net</div> <div style="font-weight:bold;display:inline;">-</div> Equipment on operating leases is stated net of accumulated depreciation. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to thirty-five years. Management periodically reviews salvage value estimates based on current scrap prices and what the Company expects to receive upon disposal. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Investment in unconsolidated affiliates</div> <div style="font-weight:bold;display:inline;">-</div> Investment in unconsolidated affiliates includes the Company’s interests which are accounted for under the equity method of accounting. See Note 8 – Investments In Unconsolidated Affiliates for additional information. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Property, plant and equipment</div> <div style="font-weight:bold;display:inline;">-</div> Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:85%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Depreciable Life</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Buildings and improvements</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">10 – 30 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Machinery and equipment</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">3 – 20 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">3 – 7 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Goodwill</div> <div style="font-weight:bold;display:inline;">-</div> Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if material changes in events or circumstances arise. The provisions of ASC 350 <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Intangibles – Goodwill and Other</div>, require the Company to perform an annual impairment test on goodwill. The Company reviews goodwill for impairment annually using either a qualitative assessment or a quantitative goodwill impairment test. If the qualitative assessment is selected and determines that fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. For reporting units where we perform the quantitative goodwill impairment test an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. See Note 9 – Goodwill for additional information. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Intangible and other assets, net</div> <div style="font-weight:bold;display:inline;">-</div> Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships and trade names. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives which are up to 20 years. Other assets include revolving note fees which are capitalized and amortized as interest expense over the life of the related borrowings. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Impairment of long-lived assets</div> <div style="font-weight:bold;display:inline;">-</div> 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 forecasted 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 estimated realizable value is recognized in the current period. No impairment of long-lived assets was recorded in the years ended August 31, 2019, 2018 and 2017. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Warranty accruals </div><div style="font-weight:bold;display:inline;">-</div><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"> </div>Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on 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, are reviewed periodically and updated based on warranty trends. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Income taxes</div> <div style="font-weight:bold;display:inline;">-</div> The asset and liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company recognizes liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Deferred revenue</div> - Cash payments received prior to meeting revenue recognition criteria are recorded in Deferred revenue. Amounts are reclassified out of Deferred revenue once the revenue recognition criteria have been met. Deferred revenue primarily consists of customer prepayments and the unrecognized portion of the $40 million upfront fee from MUL. The Company also has a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. Deferred revenue includes 40% of the revenue and margin of railcars sold to this entity until the railcars are ultimately sold to a third party. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Noncontrolling interest and Contingently redeemable noncontrolling interest </div><div style="font-weight:bold;display:inline;">-</div> The Company has a joint venture with Grupo Industrial Monclova, S.A. (GIMSA) that manufactures new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company maintains a controlling interest as evidenced by the right to appoint the majority of the Board of Directors, control over accounting, financing, marketing and engineering and approval and design of products. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Greenbrier-Astra Rail was formed in 2017 between the Company’s existing European operations headquartered in Swidnica, Poland and Astra Rail, based in Arad, Romania. Greenbrier-Astra Rail is controlled by the Company with an approximate 75% interest. The Company consolidates Greenbrier-Astra Rail for financial reporting purposes and includes the noncontrolling interest in the mezzanine section of the Consolidated Balance Sheet in Contingently redeemable noncontrolling interest (see Note 4 – Acquisitions). </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">In August 2018, Greenbrier-Astra Rail entered into an agreement to take an approximately 68% ownership stake in Rayvag, a railcar manufacturing company based in Adana, Turkey. Rayvag is controlled by the Company. The Company consolidates Rayvag for financial reporting purposes. The noncontrolling interest related to the partner’s interest is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company has a joint venture with Summit Railroad Products, Inc. to provide axle services. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company has the power to direct the activities which most significantly impact the economic performance of the entity. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net earnings attributable to noncontrolling interest on the Company’s Consolidated Statement of Income represents the Company’s partners’ share of results from operations. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Accumulated other comprehensive loss - </div>Accumulated other comprehensive loss, net of tax as appropriate, consisted of the following: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:54%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (Loss)</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">on Derivative</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Instruments</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Foreign</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Currency</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Translation</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Adjustment</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Other</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Accumulated</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Other</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Comprehensive</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Loss</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Balance, August 31, 2018</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(431</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(21,506</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,429</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(23,366</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other comprehensive loss before reclassifications</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(10,264</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(12,688</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(351</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(23,303</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Amounts reclassified from accumulated other comprehensive loss</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance, August 31, 2019</div></div></td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(8,841</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(34,194</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,780</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(44,815</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with the financial statement caption, were as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:55%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;;width:27%;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Year Ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial Statement</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Caption</div></div></div></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">(Gain) loss on derivative financial instruments:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,794</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(716</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Revenue and Cost of revenue</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest rate swap contracts</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">545</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">298</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:center;;vertical-align:bottom;">Interest and foreign exchange</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,339</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(418</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Total before tax</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(485</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:center;;vertical-align:bottom;">Tax benefit (expense)</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(415</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Net of tax</td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Revenue recognition</div> <div style="font-weight:bold;display:inline;">-</div> The Company measures revenue at the amounts that reflect the consideration to which it expects to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. The Company’s contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company has disaggregated revenue from contracts with customers into categories which describe the principal activities from which it generates revenues. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Manufacturing </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Railcars are manufactured in accordance with contracts with customers. The Company recognizes revenue upon its customers’ acceptance of the completed railcars at a specified delivery point. From time to time, the Company enters into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company typically recognizes marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of the new revenue standard. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Wheels, Repair & Parts </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company operates a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels revenue is recognized when wheelsets are shipped to the customer or when consumed by customers in the case of consignment arrangements. Parts revenue is recognized upon shipment of the parts to the customers. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Repair revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Leasing & Services </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company owns a fleet of new and used cars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned in accordance with ASC 840 <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leases</div>. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Syndication transactions represent new and used railcars which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell them and subsequently sold, are recognized in Leasing & Services. In addition the Company will often perform management or maintenance services at market rates for these railcars. The Company evaluates the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company enters into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Interest and foreign exchange - </div>Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:76%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest and foreign exchange:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest and other expense</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">32,260</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,946</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,519</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign exchange (gain) loss</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,348</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,578</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">673</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,912</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">29,368</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">24,192</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Forward exchange contracts</div> <div style="font-weight:bold;display:inline;">-</div> Foreign operations give rise to risks from changes in foreign currency exchange rates. Forward exchange contracts with established financial institutions are used to hedge a portion of such risk. Realized and unrealized gains and losses on effective hedges are deferred in other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange (gain) loss. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-performance.</div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Interest rate instruments</div> <div style="font-weight:bold;display:inline;">-</div> Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are recognized as an adjustment to interest expense. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Research and development </div><div style="font-weight:bold;display:inline;">-</div> Research and development costs are expensed as incurred. Research and development costs incurred for new product development during the years ended August 31, 2019, 2018 and 2017 were $5.4 million, $6.0 million and $4.2 million, respectively, included in Selling and administrative expenses. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Net earnings per share</div> <div style="font-weight:bold;display:inline;">-</div> Basic earnings per common share (EPS) includes restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, in weighted average basic common shares outstanding when calculating EPS when the Company is in a net earnings position. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance-based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Stock-based compensation -</div> The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock units, restricted stock and phantom stock units awards. Stock based compensation expense for the years ended August 31, 2019, 2018 and 2017 was $11.2 million, $29.3 million and $26.4 million, respectively and was recorded in Selling and administrative on the Consolidated Statements of Income. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units and restricted stock awards are accounted for as equity based awards (see Note 16 – Equity). Phantom stock units are accounted for as liability based awards. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Phantom Stock Units </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company began granting phantom stock units during the year ended August 31, 2016. Every phantom stock unit entitles the participant to receive a cash payment equal to the value of a single share of the Company’s common stock upon vesting. The holders of unvested phantom stock units are entitled to participate in dividend equivalents. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">There were no phantom stock units awarded during the years ended August 31, 2019 and 2018. During the year ended August 31, 2017, the Company awarded 151,634 phantom stock units which include performance-based grants. As of August 31, 2019, there were a total of 72,144 phantom stock units associated with unvested performance-based grants. The actual number of phantom stock units that will vest associated with performance-based phantom stock units will vary depending on the Company’s performance. An additional 72,144 phantom stock units, associated with awards granted in 2017, may be granted if performance-based phantom stock units vest at stretch levels of performance. The grant date fair value of phantom stock awards was $6.7 million for the year ended August 31, 2017. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">Our phantom stock unit grants are considered liability based awards and therefore are <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">re-measured</div> at the end of each reporting period. Compensation expense is recognized through the earlier of the vesting period or the recipient’s eligible retirement date. Time-based awards to employees are expensed upon grant when the recipient’s eligible retirement date precedes the grant date or during the vesting period if the grantee becomes retirement eligible before the vesting period is complete. Compensation expense related to phantom stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Company’s Consolidated Statements of Income. For the year ended August 31, 2019, a $1.2 million benefit was recognized in compensation expense for the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> of phantom stock units due to a lower stock price. Compensation expense recognized related to phantom stock units for the years ended August 31, 2018 and 2017 was $12.1 million and $6.2 million, respectively. Unamortized compensation cost related to phantom stock unit grants was $0.3 million, $5.9 million and $10.9 million as of August 31, 2019, 2018 and 2017, respectively.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Management estimates </div>-<div style="font-style:italic;display:inline;;font-style:italic;display:inline;"> </div>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. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Reclassifications</div> - Certain immaterial reclassifications have been made to the accompanying prior year Consolidated Financial Statements to conform to the current year presentation. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Initial Adoption of Accounting Policies </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Revenue Recognition </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In the first quarter of 2019, the Company adopted Accounting Standard Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2014-09,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Revenue from Contracts with Customers</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2014-09).</div> This standard was issued to provide a common revenue recognition model for entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. The new standard also requires additional disclosures to sufficiently describe the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts with customers. As a result of adopting the new standard, the majority of the Company’s revenue recognition timing remained unchanged, while certain minor changes have occurred related to maintenance and repair services. Costs incurred while fulfilling maintenance contracts are now recognized as incurred while the related revenue continues to be recognized over time. Additionally, repair and rail retrofit service revenue, while previously recognized upon completion of an order, is now recognized as costs are incurred. This standard was adopted using a modified retrospective approach through a cumulative effect adjustment, which increased retained earnings by $5.5 million at September 1, 2018. Other adjustments recorded to the September 1, 2018 opening balance sheet were not material. The adoption of the new revenue standard did not have a material effect on the Condensed Consolidated Balance Sheet or Statement of Income.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Restricted Cash </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In the first quarter of 2019, the Company adopted Accounting Standard Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-18,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Restricted Cash</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-18).</div> This update requires additional disclosure and that the Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">beginning-of-period</div></div> and <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">end-of-period</div></div> total amounts shown on the Statement of Cash Flows. The guidance requires retrospective presentation to each period presented. The adoption of ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-18</div> did not have an impact on the Condensed Consolidated Balance Sheet and Statement of Income, but did result in revisions to the Condensed Consolidated Statement of Cash Flows as well as other revised disclosures.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Prospective Accounting Changes </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Lease Accounting </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In February 2016, the FASB issued Accounting Standards Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leases</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02).</div> The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02</div> requires most leases to be recognized on the balance sheet by recording a <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the Company plans to adopt this standard on September 1, 2019. ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02</div> initially required entities to adopt the standard using a modified retrospective transition method. In July 2018, the FASB issued certain updates including ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2018-11,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leases</div> (Topic 842): Targeted Improvements, which provide optional transition practical expedients allowing companies to adopt the new standard with a cumulative effect adjustment as of the beginning of the year of adoption with prior year comparative financial information and disclosures remaining as previously reported. The Company plans to elect this optional practical expedient.</div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;">The Company evaluated the transition and presentation approaches available as well as the impact of the new guidance on its consolidated financial statements and related disclosures, including the increase in the assets and liabilities on its balance sheet, and the impact on its current lease portfolio from both a lessor and lessee perspective. To facilitate this, the Company utilized a comprehensive approach to review its lease portfolio, as well as assessed system requirements and control implications. The new guidance provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which allows it not to reassess under the new guidance their prior conclusions about lease identification and initial direct costs. The Company did not elect the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">use-of-hindsight</div></div> practical expedient. In addition, the new guidance provides practical expedients for an entity’s ongoing lessee accounting. The Company elected to not separate lease and <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components for the majority of its asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify which means it will not recognize <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> assets or lease liabilities for these leases.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">The most significant effects of adoption relate to the recognition of a <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> asset and lease liability on the Company’s balance sheet for operating leases and providing new disclosures about its leasing activities. The Company currently expect the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> asset and lease liability as of September 1, 2019 will be between $40 and $45 million. The adoption of this new standard also requires the Company to eliminate deferred gains associated with certain sale-leaseback transactions and upon implementation the Company will record an increase to retained earnings of approximately $5 million. In addition, the Company will derecognize approximately $9 million of existing assets and approximately $13 million of deferred revenue for railcar transactions previously not qualifying as sales due to continuing involvement, that now qualify for sale accounting under the new guidance upon adoption. The gain associated with this change in accounting, will be offset by the recognition of a new guarantee liability, resulting in an immaterial net adjustment to retained earnings as of September 1, 2019. The Company does not expect the new guidance to have a material impact on its results of operations.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Derivatives and Hedging </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In August 2017, the FASB issued Accounting Standards Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2017-12,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2017-12).</div> This update improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to qualify for hedge accounting for <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-financial</div> and financial risk components, reduces complexity in fair value hedges of interest rate risk and eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. The new guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2019. We do not expect the new guidance to have a material impact on our results of operations.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Measurement of Credit Losses on Financial Instruments </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In June 2016, the FASB issued Accounting Standard Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-13,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Financial Instruments – Credit Losses</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-13).</div> This update introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">off-balance</div> sheet credit exposures. The new guidance will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. The new guidance is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Principles of consolidation</div> <div style="font-weight:bold;display:inline;">-</div> The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Unclassified balance sheet</div> <div style="font-weight:bold;display:inline;">-</div> The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-current</div> distinction is not relevant. In addition, the activities of the Manufacturing; Wheels, Repair & Parts; and Leasing & Services segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.</div><div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Foreign currency translation </div><div style="font-weight:bold;display:inline;">-</div> Certain operations outside the U.S., primarily in Europe, prepare financial statements in currencies other than the U.S. Dollar. Revenues and expenses are translated at monthly average exchange rates during the year, while assets and liabilities are translated at <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">year-end</div> exchange rates. Translation adjustments are accumulated as a separate component of equity in other comprehensive income (loss). The net foreign currency translation adjustment balances were $34.2 million, $21.5 million and $5.4 million as of August 31, 2019, 2018 and 2017, respectively.</div><div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Cash and cash equivalents</div> <div style="font-weight:bold;display:inline;">-</div> Cash may temporarily be invested primarily in money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Restricted cash</div> <div style="font-weight:bold;display:inline;">-</div> Restricted cash primarily relates to amounts held to support a target minimum rate of return on certain agreements and a pass through account for activity related to management services provided for certain third party customers.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Accounts receivable </div><div style="font-weight:bold;display:inline;">-</div> Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:79%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Allowance for doubtful accounts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at beginning of period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,701</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,768</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,215</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Additions, net of reversals</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">773</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">938</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">370</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Usage</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,311</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(54</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(891</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Currency translation effect</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">13</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">49</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">74</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at end of period</div></div></td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,176</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,701</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,768</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Inventories</div> <div style="font-weight:bold;display:inline;">-</div> Inventories are valued at the lower of cost or net realizable value using the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">first-in</div> <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">first-out</div> method. <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Work-in-process</div></div> includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit.</div><div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leased railcars for syndication </div><div style="font-weight:bold;display:inline;">-</div><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"> </div>Leased railcars for syndication consist of newly-built railcars manufactured at one of the Company’s facilities or railcars purchased from third parties, which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. These railcars are generally anticipated to be sold within six months of delivery of the last railcar in a group or six months from when the Company acquires the railcar from a third party and are typically not depreciated during that period as the Company does not believe any economic value of a railcar is lost in the first six months. In the event the railcars are not sold in the first six months, the railcars are either held in Leased railcars for syndication and are depreciated or are transferred to Equipment on operating leases and are depreciated. As of August 31, 2019, Leased railcars for syndication was $182.3 million compared to $130.9 million as of August 31, 2018.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Equipment on operating leases, net</div> <div style="font-weight:bold;display:inline;">-</div> Equipment on operating leases is stated net of accumulated depreciation. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to thirty-five years. Management periodically reviews salvage value estimates based on current scrap prices and what the Company expects to receive upon disposal.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Investment in unconsolidated affiliates</div> <div style="font-weight:bold;display:inline;">-</div> Investment in unconsolidated affiliates includes the Company’s interests which are accounted for under the equity method of accounting. See Note 8 – Investments In Unconsolidated Affiliates for additional information.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Property, plant and equipment</div> <div style="font-weight:bold;display:inline;">-</div> Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:85%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Depreciable Life</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Buildings and improvements</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">10 – 30 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Machinery and equipment</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">3 – 20 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">3 – 7 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Goodwill</div> <div style="font-weight:bold;display:inline;">-</div> Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if material changes in events or circumstances arise. The provisions of ASC 350 <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Intangibles – Goodwill and Other</div>, require the Company to perform an annual impairment test on goodwill. The Company reviews goodwill for impairment annually using either a qualitative assessment or a quantitative goodwill impairment test. If the qualitative assessment is selected and determines that fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. For reporting units where we perform the quantitative goodwill impairment test an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. See Note 9 – Goodwill for additional information.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Intangible and other assets, net</div> <div style="font-weight:bold;display:inline;">-</div> Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships and trade names. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives which are up to 20 years. Other assets include revolving note fees which are capitalized and amortized as interest expense over the life of the related borrowings.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Impairment of long-lived assets</div> <div style="font-weight:bold;display:inline;">-</div> 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 forecasted 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 estimated realizable value is recognized in the current period. No impairment of long-lived assets was recorded in the years ended August 31, 2019, 2018 and 2017.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Warranty accruals </div><div style="font-weight:bold;display:inline;">-</div><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"> </div>Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on 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, are reviewed periodically and updated based on warranty trends.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Income taxes</div> <div style="font-weight:bold;display:inline;">-</div> The asset and liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company recognizes liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Deferred revenue</div> - Cash payments received prior to meeting revenue recognition criteria are recorded in Deferred revenue. Amounts are reclassified out of Deferred revenue once the revenue recognition criteria have been met. Deferred revenue primarily consists of customer prepayments and the unrecognized portion of the $40 million upfront fee from MUL. The Company also has a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. Deferred revenue includes 40% of the revenue and margin of railcars sold to this entity until the railcars are ultimately sold to a third party.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Noncontrolling interest and Contingently redeemable noncontrolling interest </div><div style="font-weight:bold;display:inline;">-</div> The Company has a joint venture with Grupo Industrial Monclova, S.A. (GIMSA) that manufactures new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company maintains a controlling interest as evidenced by the right to appoint the majority of the Board of Directors, control over accounting, financing, marketing and engineering and approval and design of products. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Greenbrier-Astra Rail was formed in 2017 between the Company’s existing European operations headquartered in Swidnica, Poland and Astra Rail, based in Arad, Romania. Greenbrier-Astra Rail is controlled by the Company with an approximate 75% interest. The Company consolidates Greenbrier-Astra Rail for financial reporting purposes and includes the noncontrolling interest in the mezzanine section of the Consolidated Balance Sheet in Contingently redeemable noncontrolling interest (see Note 4 – Acquisitions). </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">In August 2018, Greenbrier-Astra Rail entered into an agreement to take an approximately 68% ownership stake in Rayvag, a railcar manufacturing company based in Adana, Turkey. Rayvag is controlled by the Company. The Company consolidates Rayvag for financial reporting purposes. The noncontrolling interest related to the partner’s interest is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company has a joint venture with Summit Railroad Products, Inc. to provide axle services. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company has the power to direct the activities which most significantly impact the economic performance of the entity. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net earnings attributable to noncontrolling interest on the Company’s Consolidated Statement of Income represents the Company’s partners’ share of results from operations. </div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Accumulated other comprehensive loss - </div>Accumulated other comprehensive loss, net of tax as appropriate, consisted of the following: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:54%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (Loss)</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">on Derivative</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Instruments</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Foreign</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Currency</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Translation</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Adjustment</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Other</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Accumulated</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Other</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Comprehensive</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Loss</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Balance, August 31, 2018</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(431</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(21,506</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,429</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(23,366</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other comprehensive loss before reclassifications</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(10,264</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(12,688</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(351</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(23,303</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Amounts reclassified from accumulated other comprehensive loss</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance, August 31, 2019</div></div></td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(8,841</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(34,194</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,780</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(44,815</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with the financial statement caption, were as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:55%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;;width:27%;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Year Ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial Statement</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Caption</div></div></div></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">(Gain) loss on derivative financial instruments:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,794</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(716</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Revenue and Cost of revenue</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest rate swap contracts</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">545</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">298</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:center;;vertical-align:bottom;">Interest and foreign exchange</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,339</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(418</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Total before tax</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(485</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:center;;vertical-align:bottom;">Tax benefit (expense)</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(415</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Net of tax</td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Revenue recognition</div> <div style="font-weight:bold;display:inline;">-</div> The Company measures revenue at the amounts that reflect the consideration to which it expects to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. The Company’s contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company has disaggregated revenue from contracts with customers into categories which describe the principal activities from which it generates revenues. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Manufacturing </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Railcars are manufactured in accordance with contracts with customers. The Company recognizes revenue upon its customers’ acceptance of the completed railcars at a specified delivery point. From time to time, the Company enters into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company typically recognizes marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of the new revenue standard. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Wheels, Repair & Parts </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company operates a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels revenue is recognized when wheelsets are shipped to the customer or when consumed by customers in the case of consignment arrangements. Parts revenue is recognized upon shipment of the parts to the customers. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Repair revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Leasing & Services </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company owns a fleet of new and used cars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned in accordance with ASC 840 <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leases</div>. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Syndication transactions represent new and used railcars which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell them and subsequently sold, are recognized in Leasing & Services. In addition the Company will often perform management or maintenance services at market rates for these railcars. The Company evaluates the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company enters into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred. </div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Interest and foreign exchange - </div>Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:76%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest and foreign exchange:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest and other expense</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">32,260</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,946</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,519</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign exchange (gain) loss</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,348</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,578</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">673</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,912</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">29,368</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">24,192</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Research and development </div><div style="font-weight:bold;display:inline;">-</div> Research and development costs are expensed as incurred. Research and development costs incurred for new product development during the years ended August 31, 2019, 2018 and 2017 were $5.4 million, $6.0 million and $4.2 million, respectively, included in Selling and administrative expenses.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Management estimates </div>-<div style="font-style:italic;display:inline;;font-style:italic;display:inline;"> </div>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.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Initial Adoption of Accounting Policies </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Revenue Recognition </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In the first quarter of 2019, the Company adopted Accounting Standard Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2014-09,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Revenue from Contracts with Customers</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2014-09).</div> This standard was issued to provide a common revenue recognition model for entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. The new standard also requires additional disclosures to sufficiently describe the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts with customers. As a result of adopting the new standard, the majority of the Company’s revenue recognition timing remained unchanged, while certain minor changes have occurred related to maintenance and repair services. Costs incurred while fulfilling maintenance contracts are now recognized as incurred while the related revenue continues to be recognized over time. Additionally, repair and rail retrofit service revenue, while previously recognized upon completion of an order, is now recognized as costs are incurred. This standard was adopted using a modified retrospective approach through a cumulative effect adjustment, which increased retained earnings by $5.5 million at September 1, 2018. Other adjustments recorded to the September 1, 2018 opening balance sheet were not material. The adoption of the new revenue standard did not have a material effect on the Condensed Consolidated Balance Sheet or Statement of Income.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Restricted Cash </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In the first quarter of 2019, the Company adopted Accounting Standard Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-18,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Restricted Cash</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-18).</div> This update requires additional disclosure and that the Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">beginning-of-period</div></div> and <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">end-of-period</div></div> total amounts shown on the Statement of Cash Flows. The guidance requires retrospective presentation to each period presented. The adoption of ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-18</div> did not have an impact on the Condensed Consolidated Balance Sheet and Statement of Income, but did result in revisions to the Condensed Consolidated Statement of Cash Flows as well as other revised disclosures.</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Interest rate instruments</div> <div style="font-weight:bold;display:inline;">-</div> Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are recognized as an adjustment to interest expense.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Forward exchange contracts</div> <div style="font-weight:bold;display:inline;">-</div> Foreign operations give rise to risks from changes in foreign currency exchange rates. Forward exchange contracts with established financial institutions are used to hedge a portion of such risk. Realized and unrealized gains and losses on effective hedges are deferred in other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange (gain) loss. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-performance.</div></div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Accounts receivable </div><div style="font-weight:bold;display:inline;">-</div> Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:79%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Allowance for doubtful accounts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at beginning of period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,701</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,768</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,215</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Additions, net of reversals</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">773</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">938</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">370</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Usage</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,311</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(54</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(891</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Currency translation effect</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">13</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">49</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">74</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at end of period</div></div></td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,176</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,701</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,768</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows:</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:85%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Depreciable Life</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Buildings and improvements</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">10 – 30 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Machinery and equipment</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">3 – 20 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">3 – 7 years</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Accumulated other comprehensive loss - </div>Accumulated other comprehensive loss, net of tax as appropriate, consisted of the following: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:54%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:5%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Unrealized</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (Loss)</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">on Derivative</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Instruments</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Foreign</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Currency</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Translation</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Adjustment</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Other</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Accumulated</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Other</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Comprehensive</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Loss</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Balance, August 31, 2018</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(431</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(21,506</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,429</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(23,366</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other comprehensive loss before reclassifications</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(10,264</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(12,688</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(351</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(23,303</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Amounts reclassified from accumulated other comprehensive loss</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance, August 31, 2019</div></div></td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(8,841</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(34,194</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,780</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(44,815</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with the financial statement caption, were as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:55%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;;width:27%;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Year Ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial Statement</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Caption</div></div></div></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">(Gain) loss on derivative financial instruments:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,794</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(716</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Revenue and Cost of revenue</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest rate swap contracts</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">545</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">298</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:center;;vertical-align:bottom;">Interest and foreign exchange</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,339</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(418</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Total before tax</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(485</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:center;;vertical-align:bottom;">Tax benefit (expense)</td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,854</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(415</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;">Net of tax</td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Interest and foreign exchange - </div>Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:76%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td rowspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest and foreign exchange:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest and other expense</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">32,260</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,946</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,519</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign exchange (gain) loss</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,348</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,578</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">673</td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,912</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">29,368</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">24,192</td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less.

0.10

5400000

6000000

4200000

42100000

317200000

<div style="font-family: arial; font-size: 12pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note 4 - Acquisitions </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Manufacturing business of American Railcar Industries, Inc. (ARI) </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">On July 26, 2019, the Company completed its acquisition of the manufacturing business of ARI for a purchase price of approximately $418.3 million. In connection with the acquisition, the Company acquired two railcar manufacturing facilities in Arkansas, as well as other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. The purchase price includes approximately $8.0 million for capital expenditures on railcar lining operations and other facility improvements. Included in the acquisition were equity interests in two railcar component manufacturing businesses which Greenbrier will account for under the equity method of accounting and recognize at their respective fair value as investments in unconsolidated affiliates. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;">The purchase price was funded by, and consisted of, a combination of cash on hand, the proceeds of a $300 million secured term loan, the issuance to the seller of a $50 million senior convertible note and a payable to the seller for a working capital <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">true-up</div> amount (See Note 14 – Notes Payable, net).</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2019, the operations contributed by ARI’s manufacturing business generated revenues of $43.0 million and a loss from operations of $1.6 million, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The preliminary purchase price of the net assets acquired from ARI was allocated as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:91%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(in thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Accounts receivable, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">28,257</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Inventories</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">98,227</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Property, plant and equipment, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">225,045</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Investments in unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">40,314</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangibles and other assets, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">36,785</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Goodwill</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">56,816</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Total assets acquired</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">485,444</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities assumed</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">67,174</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net assets acquired</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">418,270</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The above purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and is subject to change as additional information is obtained related to the amounts allocated to the assets acquired and liabilities assumed. As a result of the proximity of the acquisition date to August 31, 2019 and as we did not acquire 100% of ARI, the amounts of all assets acquired and liabilities assumed are preliminary. During the measurement period, which may extend up to 12 months after the date of acquisition, the Company will adjust these assets and liabilities if new information is obtained about the facts and circumstances that existed as of the acquisition date and revised amounts will be recorded as of that date. The effect of measurement period adjustments to the estimated amounts will be reflected on a prospective basis. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The identified intangible assets assumed in the acquisition were recognized as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:91%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Fair value</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Weighted average<br/>estimated useful life<br/>(in years)</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Trademarks and patents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">19,500</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">9</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Customer and supplier relationships</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">16,071</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="8" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Identified intangible assets subject to amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">35,571</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other identified intangible assets not subject to amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">860</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="8" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Total identified intangible assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">36,431</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="8" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">In accordance with ASC 805, the following unaudited pro forma financial information summarizes the combined operating results of Greenbrier and ARI’s manufacturing business as if the acquisition of ARI’s manufacturing business occurred on September 1, 2017. In addition, this pro forma financial information includes acquisition-related adjustments including depreciation expense to reflect the increased fair value of property, plant and equipment, amortization expense related to identified intangible assets, interest expense on the $50 million convertible senior note and $300 million senior term debt issued, and the related income tax effects. This pro forma financial information is presented for informational purposes only and does not include adjustments relating to the Company’s expected cost-savings and other synergies, and as such, is not indicative of the results of operations that would have been achieved if the acquisition had occurred on September 1, 2017 or of results that may occur in the future. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:78%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands, except per share amounts)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,462,255</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,893,400</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net earnings attributable to Greenbrier</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">57,284</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">137,399</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Basic earnings per common share</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.76</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">4.45</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Diluted earnings per common share</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.73</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4.25</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">GBW </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">On August 20, 2018, the Company entered into a dissolution agreement with Watco Companies, LLC, its previous joint venture partner, to discontinue their GBW Railcar Services railcar repair joint venture. Pursuant to the dissolution agreement, previously operated Greenbrier repair shops and associated employees returned to the Company. Additionally, the dissolution agreement provides that certain agreements entered into in connection with the original creation of GBW in 2014 were terminated as of the transaction date, including the leases of real and personal property, service agreements, and certain employment-related agreements. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">As the assets received and liabilities assumed from GBW meet the definition of a business, the Company has accounted for this transaction as a business combination. The total net assets acquired were approximately $57.6 million. Additionally, the Company removed the book value of its remaining equity method investment in, and note receivable due from, the joint venture. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">For the year ended August 31, 2019, the Repair operations generated consolidated revenues of $87.5 million and a loss from operations of $24.9 million, which are reported in the Company’s consolidated financial statements as part of the Wheels, Repair & Parts segment. This loss from operations includes $10.0 million of <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-cash</div> impairment loss from goodwill. See Note 9 – Goodwill.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Greenbrier Astra Rail </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">On June 1, 2017, Greenbrier and Astra Holding GmbH (Astra) contributed its European operations to a newly formed company, Greenbrier-Astra Rail (GAR), a Europe-based freight railcar manufacturing, engineering and repair business. As consideration for an approximate 75% controlling interest, Greenbrier agreed to pay Astra €30 million at closing, an additional €30 million which was paid on June 1, 2018 and issue an approximate 25% noncontrolling interest in the new company. The total net assets acquired of $115.8 million includes $38.3 million representing the fair value of the noncontrolling interest at the acquisition date. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Astra also received a put option to sell its entire noncontrolling interest to Greenbrier at an exercise price equal to the higher of fair value or a defined EBITDA multiple as measured on the exercise date. The option is exercisable 30 days prior to and up until June 1, 2022. Due to Astra’s redemption right under the put option, the noncontrolling interest has been classified as a Contingently redeemable noncontrolling interest in the mezzanine section of the Consolidated Balance Sheets. The carrying value of the noncontrolling interest cannot be less than the maximum redemption amount, which is the amount Greenbrier will settle the put option for if exercised. Adjustments to reconcile the carrying value to the maximum redemption amount are recorded to retained earnings. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2019 and 2018, the European operations contributed by Astra generated revenues of $150.3 million and $136.8 million, respectively, and a loss from operations of $19.4 million and $11.5 million, respectively, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The purchase price of the net assets acquired from Astra was allocated as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:91%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(in thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Cash and cash equivalents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,562</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Accounts receivable, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">10,984</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Inventories</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">30,454</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Property, plant and equipment, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">75,296</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangibles and other assets, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">17,300</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Goodwill</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">25,746</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Total assets acquired</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">166,342</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Accounts payable and accrued liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">17,879</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Deferred income taxes</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">7,292</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Deferred revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">964</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Notes payable, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">24,382</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities assumed</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">50,517</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net assets acquired</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">115,825</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">On August 2, 2018, GAR entered in to an agreement with Rayvag Vagon Sanavi ve Ticaret A.S. (Rayvag) to take an approximately 68% ownership stake in Rayvag. Rayvag is a railcar manufacturer and provider of railcar repair and parts services based in Adana, Turkey. The amount paid to acquire the 68% ownership stake in Rayvag was not material to the Company’s consolidated financial statements. </div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The identified intangible assets assumed in the acquisition were recognized as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:91%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Fair value</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Weighted average<br/>estimated useful life<br/>(in years)</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Trademarks and patents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">19,500</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">9</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Customer and supplier relationships</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">16,071</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="8" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Identified intangible assets subject to amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">35,571</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other identified intangible assets not subject to amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">860</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="8" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Total identified intangible assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">36,431</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="8" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:78%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands, except per share amounts)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,462,255</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,893,400</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net earnings attributable to Greenbrier</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">57,284</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">137,399</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Basic earnings per common share</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.76</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">4.45</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Diluted earnings per common share</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.73</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4.25</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

300000000

50000000

300000000

50000000

<div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:76%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Excess and obsolete adjustment</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at beginning of period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,614</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,136</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,257</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Charge to cost of revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">9,734</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">4,023</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,781</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Disposition of inventory</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(5,651</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,455</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,003</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Currency translation effect</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(185</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(90</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">101</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at end of period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">9,512</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,614</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,136</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases are as follows:</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:92%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Year ending August 31,</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2020</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,490</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2021</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">20,076</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">17,949</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2023</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">13,717</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">9,450</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Thereafter</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,583</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">90,265</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Summarized financial data for GBW is as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:81%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:4%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:4%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    As of August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,248</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">8,531</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,248</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">8,531</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,248</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">23,283</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,248</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,283</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:74%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">879</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">238,033</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">253,436</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Margin</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,126</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(6,047</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(4,058</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net loss <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(4,104</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(51,679</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(36,947</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;">In 2018 and 2017, GBW recorded a <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">pre-tax</div> goodwill impairment loss of $26.4 million and $11.2 million, respectively.</div></td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Summarized financial data for Greenbrier-Maxion is as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:82%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    As of August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">39,768</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">41,619</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">85,167</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">61,034</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">62,541</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">38,027</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">74,261</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">41,539</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:74%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">(In thousands)</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">99,547</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">187,664</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">228,510</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Margin</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,017</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">10,086</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">24,372</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net income (loss)</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(9,144</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3,006</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,378</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Summarized financial data for Amsted-Maxion is as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:82%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    As of August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">25,220</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">21,463</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">107,451</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">111,589</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">54,445</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,981</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">88,016</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">83,407</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:75%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">86,421</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">96,490</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">90,114</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Margin</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,949</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">8,001</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,983</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net loss</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(9,268</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(9,590</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(20,114</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table> <div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Summarized financial information, shown as 100% of these other unconsolidated affiliates in aggregate are as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:82%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    As of August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">45,287</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,168</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">255,549</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">239,535</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">9,836</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,647</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">49,747</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">52,852</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:76%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">50,423</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">25,549</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">39,161</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Margin</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">19,877</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">11,360</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">8,015</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net income</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">12,751</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,988</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,202</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: arial; font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note 10 - Intangibles and Other Assets, net </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes the Company’s identifiable intangible and other assets balance: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:81%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    As of August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangible assets subject to amortization:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Customer and supplier relationships</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">89,722</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">73,601</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Accumulated amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(48,850</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(44,656</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other intangibles</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">34,031</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,219</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Accumulated amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(6,908</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(5,319</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">67,995</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">38,845</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangible assets not subject to amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,450</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,115</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Prepaid and other assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,749</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">18,935</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Nonqualified savings plan investments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,967</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,299</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Debt issuance costs, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,568</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,824</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Assets held for sale</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,650</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,650</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">125,379</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">94,668</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Amortization expense for the years ended August 31, 2019, 2018 and 2017 was $6.3 million, $5.3 million and $4.8 million, respectively. Amortization expense for the years ending August 31, 2020, 2021, 2022, 2023 and 2024 is expected to be $10.9 million, $10.9 million, $7.6 million, $6.3 million and $6.3 million, respectively. </div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes the Company’s identifiable intangible and other assets balance: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:81%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    As of August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangible assets subject to amortization:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Customer and supplier relationships</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">89,722</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">73,601</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Accumulated amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(48,850</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(44,656</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other intangibles</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">34,031</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,219</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Accumulated amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(6,908</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(5,319</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">67,995</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">38,845</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangible assets not subject to amortization</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,450</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,115</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Prepaid and other assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,749</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">18,935</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Nonqualified savings plan investments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,967</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,299</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Debt issuance costs, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,568</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,824</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Assets held for sale</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,650</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,650</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">125,379</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">94,668</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

Aggregate minimum future amounts payable under these <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-cancelable</div> railcar equipment leases are as follows:<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:92%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Year ending August 31,</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2020</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">6,200</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2021</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,965</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,762</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2023</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,762</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,413</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Thereafter</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">376</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,478</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

0.015

Aggregate minimum future amounts payable under these <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-cancelable</div> operating leases are as follows:<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:92%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Year ending August 31,</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2020</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">8,099</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2021</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5,781</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,965</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2023</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,395</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2024</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,109</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Thereafter</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">9,821</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">33,170</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The estimated fair values of financial instruments and the methods and assumptions used to estimate such fair values are as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:82%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Carrying</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Amount <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">1</div></div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Estimated</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Value</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(Level 2)</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Notes payable as of August 31, 2019</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">860,545</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">838,728</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Notes payable as of August 31, 2018</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">469,721</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">517,925</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">1</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Carrying amount disclosed in this table excludes debt discount and debt issuance costs. </div></div></td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: arial; font-size: 12pt; margin-top: 18pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note 25 - Fair Value Measures </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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 which prioritizes the inputs used in measuring a fair value as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; text-align: justify;"></td><td style="padding: 0px; text-align: justify;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px; text-align: justify;;width:98%;"></td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Level 1 - </div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">observable inputs such as unadjusted quoted prices in active markets for identical instruments;</div></div></td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Level 2 - </div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">inputs, other than the quoted market prices in active markets for similar instruments, which are observable, either directly or indirectly; and</div></div></td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Level 3 - </div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">unobservable inputs for which there is little or no market data available, which require the reporting entity to develop its own assumptions.</div></div></td></tr></table><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; background: none; text-align: justify;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Assets and liabilities measured at fair value on a recurring basis as of August 31, 2019 are: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:65%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 1</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 2<div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;"> (1)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">  Level 3  </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Assets:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">        –</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Nonqualified savings plan investments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,967</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,967</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Cash equivalents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">68,100</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">68,100</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">96,131</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">96,067</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,279</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,279</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Level 2 assets include derivative financial instruments which are valued based on significant observable inputs. See Note 15—Derivative Instruments for further discussion. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Assets and liabilities measured at fair value on a recurring basis as of August 31, 2018 are: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:64%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 1</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 2<div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;"> (1)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">  Level 3  </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Assets:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,557</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,557</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">        –</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Nonqualified savings plan investments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,299</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,299</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Cash equivalents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">126,430</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">126,430</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">154,286</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">152,729</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,557</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,566</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,566</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Assets and liabilities measured at fair value on a recurring basis as of August 31, 2019 are: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:65%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 1</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 2<div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;"> (1)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">  Level 3  </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Assets:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">        –</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Nonqualified savings plan investments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,967</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,967</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Cash equivalents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">68,100</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">68,100</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">96,131</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">96,067</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,279</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,279</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Level 2 assets include derivative financial instruments which are valued based on significant observable inputs. See Note 15—Derivative Instruments for further discussion. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Assets and liabilities measured at fair value on a recurring basis as of August 31, 2018 are: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:64%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 1</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Level 2<div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;"> (1)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">  Level 3  </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Assets:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,557</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,557</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">        –</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Nonqualified savings plan investments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,299</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,299</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Cash equivalents</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">126,430</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">126,430</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">154,286</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">152,729</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,557</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="16" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:16;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Liabilities:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Derivative financial instruments</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,566</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,566</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:82%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Term loans</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">521,544</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">179,923</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2.875% Convertible senior notes, due 2024</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">275,000</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">275,000</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2.25% Convertible senior notes, due 2024</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">50,000</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Other notes payable</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,001</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,798</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">860,545</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">469,721</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Debt discount and issuance costs</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(37,660</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(33,516</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">822,885</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">436,205</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">As of August 31, 2019 principal payments on the notes payable are expected as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:91%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Year ending August 31,</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2020</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">29,084</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2021</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">30,921</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2022</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,258</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">2023</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">22,907</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2024 <div style="font-style:italic;display:inline;;font-style:italic;display:inline;"><div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">754,375</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Thereafter</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">860,545</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(1)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The repayment of the $275.0 million of Convertible senior notes due February 2024 and the $50.0 million of Convertible senior notes due July 2024 is assumed to occur at the scheduled maturity in 2024 instead of assuming an earlier conversion by the holders. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: arial; font-size: 14pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quarterly Results of Operations (Unaudited) </div></div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:53%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands, except per share amount)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">First</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Second</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Third</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Fourth</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Revenue</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">471,789</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">476,019</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">681,588</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">802,103</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,431,499</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">108,543</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">125,278</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">124,980</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">85,701</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">444,502</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">24,191</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">57,374</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">49,584</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,441</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">157,590</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">604,523</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">658,671</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">856,152</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">914,245</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Cost of revenue</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">417,805</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">442,996</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">590,788</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">686,036</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,137,625</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">100,978</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">118,455</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">119,821</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">81,636</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">420,890</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">13,207</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">43,376</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">38,971</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">13,036</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">108,590</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">531,990</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">604,827</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">749,580</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">780,708</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,667,105</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Margin</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">72,533</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">53,844</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">106,572</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">133,537</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">366,486</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Selling and administrative</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">50,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">47,892</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">54,377</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">60,607</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">213,308</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net gain on disposition of equipment</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(14,353</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(12,102</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(11,019</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(3,489</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(40,963</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Goodwill impairment</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,025</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,025</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Earnings from operations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">36,454</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">18,054</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">53,189</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">76,419</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Other costs</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest and foreign exchange</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,404</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">9,237</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">9,770</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">7,501</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,912</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Earnings before income tax and earnings (loss) from unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,050</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">8,817</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">43,419</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">68,918</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">153,204</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Income tax expense</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(9,135</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,248</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(13,008</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(17,197</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(41,588</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Earnings (loss) from unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">467</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(786</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(4,564</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(922</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(5,805</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net earnings</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">23,382</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,783</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">25,847</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">50,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">105,811</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net earnings attributable to noncontrolling interest</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(5,426</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3,018</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(10,599</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(15,692</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(34,735</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Net earnings attributable to Greenbrier</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">17,956</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,765</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,248</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">35,107</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">71,076</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;">Basic earnings per common share: </div><div style="font-family: arial; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"><div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">0.55</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">0.08</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">0.47</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.08</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2.18</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;">Diluted earnings per common share: </div><div style="font-family: arial; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"><div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.54</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.08</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.46</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.06</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2.14</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(1)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1pt; margin-top: 12pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: arial; font-size: 14pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Quarterly Results of Operations (Unaudited)</div></div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:53%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands, except per share amount)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">First</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Second</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Third</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Fourth</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Revenue</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">451,485</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">511,827</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">510,099</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">571,175</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,044,586</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">78,011</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">88,710</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">94,515</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">85,787</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">347,023</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">30,039</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">28,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">36,773</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,244</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">127,855</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">559,535</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">629,336</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">641,387</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">689,206</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Cost of revenue</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">380,850</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">429,165</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">427,875</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">489,517</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,727,407</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">72,506</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">80,708</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">85,850</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">79,266</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">318,330</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">16,865</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">19,155</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,536</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64,672</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">470,221</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">523,989</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">532,880</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">583,319</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,110,409</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Margin</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">89,314</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">105,347</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">108,507</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">105,887</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">409,055</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Selling and administrative</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">47,043</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">50,294</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">51,793</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">51,309</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">200,439</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net gain on disposition of equipment</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(19,171</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(5,817</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(14,825</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(4,556</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(44,369</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Earnings from operations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">61,442</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">60,870</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">71,539</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">59,134</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Other costs</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest and foreign exchange</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">7,020</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">7,029</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,533</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">8,786</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">29,368</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Earnings before income tax and earnings (loss) from unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">54,422</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">53,841</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">65,006</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">50,348</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">223,617</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Income tax benefit (expense)</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(18,135</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,301</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(15,944</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(10,115</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(32,893</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:8;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Earnings (loss) from unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,910</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">147</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(12,823</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(3,075</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(18,661</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net earnings</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">33,377</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">65,289</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">36,239</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">37,158</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">172,063</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net earnings attributable to noncontrolling interest</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(7,124</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(3,647</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(3,288</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(6,223</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(20,282</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Net earnings attributable to Greenbrier</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">26,253</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">61,642</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,951</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">30,935</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">151,781</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;">Basic earnings per common share: </div><div style="font-family: arial; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"><div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.90</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2.10</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.03</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.95</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4.92</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-weight:bold;display:inline;">Diluted earnings per common share: </div><div style="font-family: arial; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;"><div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">0.83</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.91</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.01</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">0.94</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">4.68</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: arial; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(1)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted 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 2.875% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

1500000

<div style="font-family: arial; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: center;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">The Effect of Derivative Instruments on the Consolidated Statements of Income </div></div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: arial; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:43%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;;width:40%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Derivatives in</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">cash flow</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">hedging</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">relationships</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial statement caption of gain recognized in</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">income on derivative</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (loss) recognized in</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">income on derivatives<br/>Years ended</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">August 31,</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign forward exchange contract</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Interest and foreign exchange</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">213</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,052</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest rate swap contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Interest and foreign exchange</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">213</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,051</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="10" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: arial; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:21%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;;width:20%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;;width:19%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Derivatives in</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">cash flow hedging</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">relationships</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="6" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (loss)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">recognized in OCI on</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">derivatives (effective</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">portion)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Years</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ended August 31,</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">statement</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">caption of</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">gain (loss)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">reclassified</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">from</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">accumulated</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">OCI into</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">income</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="6" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (loss)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">reclassified from</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">accumulated OCI<br/>into</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">income (effective<br/>portion)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Years</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ended August 31,</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Financial</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">statement</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">caption of gain</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(loss) in income</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">on derivative</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">(ineffective</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">portion and</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">amount</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">excluded from</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">effectiveness testing)</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="6" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Gain (loss)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">recognized on</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">derivative<br/>(ineffective</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">portion and</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">amount</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">excluded from</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">effectiveness<br/>testing)</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Years</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">ended August 31,</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign forward exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(1,261</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(658</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(764</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,145</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Revenue</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,346</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">854</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign forward exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(421</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,093</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Cost of revenue</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,030</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(429</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Cost of revenue</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">935</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">306</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest rate swap contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(11,582</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,632</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Interest and foreign exchange</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(545</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(298</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Interest and foreign exchange</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(587</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="28" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(13,264</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(119</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,339</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">418</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,694</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,160</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="28" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: center;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair Values of Derivative Instruments</div></div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: arial; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:28%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;;width:24%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;;width:24%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="8" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Asset Derivatives</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="8" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Liability Derivatives</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">August 31,</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">August 31,</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 8pt; page-break-inside: avoid;"><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Balance sheet</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">caption</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Value</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Value</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Balance sheet</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">caption</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Value</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Fair</div></div></div><div style="font-family: arial; font-size: 8pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Value</div></div></div></td><td style="border-bottom: 1pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td colspan="6" style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Derivatives designated as hedging instruments</div></div></div></td><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: 0em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0em; line-height: normal; background: none;"><div style="color: rgb(0, 0, 0); background: none; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign forward exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Accounts receivable, net</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">700</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Accounts payable and accrued liabilities</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">437</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,211</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest rate swap contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Intangibles and other assets, net</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">781</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Accounts payable and accrued liabilities</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,255</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,481</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">10,692</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,212</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="20" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td colspan="6" style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Derivatives not designated as hedging instruments</div></div></div></td><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: 0em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 0em; line-height: normal; background: none;"><div style="color: rgb(0, 0, 0); background: none; letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;"> </div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign forward exchange contracts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Accounts receivable, net</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">76</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Accounts payable and accrued liabilities</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">587</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">354</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: arial; font-size: 12pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note 20 - Segment Information </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company operates in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Prior to August 20, 2018, the Company operated in four reportable segments: Manufacturing; Wheels & Parts; Leasing & Services; and GBW Joint Venture. On August 20, 2018 the Company entered into an agreement with its joint venture partner to discontinue the GBW railcar repair joint venture, which resulted in 12 repair shops returned to the Company. Beginning on August 20, 2018, the GBW Joint Venture was no longer considered a reportable segment. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The accounting policies of the segments are the same as those described in the summary of significant accounting policies. 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. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">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 was accounted for under the equity method of accounting. </div></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2019: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:39%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Revenue</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Earnings (loss) from operations</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,431,499</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">97,086</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,528,585</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">217,583</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,370</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">223,953</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">444,502</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">48,266</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">492,768</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,941</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">902</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,039</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">157,590</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">28,240</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">185,830</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">64,763</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">25,527</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">90,290</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Eliminations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(173,592</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(173,592</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(32,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(32,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Corporate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(95,289</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(95,289</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2018: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:37%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Revenue</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Earnings (loss) from operations</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,044,586</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">118,157</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,162,743</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">240,901</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">17,721</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">258,622</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">347,023</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">41,494</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">388,517</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">16,731</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,748</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">19,479</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">127,855</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,847</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">139,702</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">88,481</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,296</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">98,777</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Eliminations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(171,498</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(171,498</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(30,765</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(30,765</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Corporate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(93,128</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(93,128</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2017: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:39%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Revenue</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Earnings (loss) from operations</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,725,188</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">19,291</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,744,479</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">295,334</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,022</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">296,356</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">312,679</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,861</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">343,540</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,984</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,303</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">17,287</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">131,297</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,812</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">143,109</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">31,904</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,099</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">43,003</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Eliminations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(61,964</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(61,964</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(14,424</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(14,424</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Corporate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(81,790</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(81,790</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="24" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,169,164</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,169,164</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">260,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">260,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="24" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:67%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Assets:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,606,571</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,020,757</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">914,450</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">306,725</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">306,756</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">236,315</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">708,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">578,818</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">535,323</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Unallocated</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">368,542</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">559,133</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">711,617</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,990,637</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,465,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,397,705</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Depreciation and amortization:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">49,240</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">44,225</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">33,807</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">13,024</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,771</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,143</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">21,467</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">19,360</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">20,179</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">83,731</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">74,356</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">65,129</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Capital expenditures:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">85,155</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">59,707</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">54,973</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">13,291</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,204</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,129</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">99,787</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">111,937</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,963</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">198,233</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">176,848</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">86,065</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes selected geographic information. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:67%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Revenue <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div>:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;">U.S.</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,115,934</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,840,877</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,674,517</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;">Foreign</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">917,657</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">678,587</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">494,647</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,169,164</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Assets:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;">U.S.</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,110,864</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,677,144</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,307,239</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;">Mexico</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">628,511</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">517,543</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">791,974</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;">Europe</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">251,262</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">270,777</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">298,492</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,990,637</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,465,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,397,705</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Revenue is presented on the basis of geographic location of customers. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Reconciliation of Earnings from operations to Earnings before income tax and loss from unconsolidated affiliates: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:73%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Earnings from operations</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">260,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest and foreign exchange</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,912</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">29,368</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">24,192</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Earnings before income tax and loss from unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">153,204</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">223,617</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">236,240</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">The following table summarizes restricted share and restricted stock unit grant transactions for shares, both vested and unvested, under the 2017 Amended and Restated Stock Incentive Plan:</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:90%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Shares</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Balance at August 31, 2016 <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,848,230</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Granted</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">269,705</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Forfeited</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(26,206</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at August 31, 2017 <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,091,729</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Granted</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">317,036</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Forfeited</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(34,440</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Balance at August 31, 2018 <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">4,374,325</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Granted</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">313,540</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Forfeited</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(112,387</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance at August 31, 2019 <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4,575,478</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Balance represents cumulative grants net of forfeitures. </div></div></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2019: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:39%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Revenue</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Earnings (loss) from operations</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,431,499</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">97,086</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,528,585</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">217,583</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,370</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">223,953</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">444,502</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">48,266</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">492,768</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,941</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">902</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,039</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">157,590</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">28,240</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">185,830</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">64,763</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">25,527</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">90,290</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Eliminations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(173,592</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(173,592</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(32,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(32,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Corporate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(95,289</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(95,289</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2018: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:37%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Revenue</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Earnings (loss) from operations</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,044,586</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">118,157</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,162,743</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">240,901</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">17,721</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">258,622</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">347,023</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">41,494</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">388,517</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">16,731</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,748</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">19,479</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">127,855</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,847</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">139,702</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">88,481</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,296</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">98,777</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Eliminations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(171,498</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(171,498</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(30,765</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(30,765</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Corporate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(93,128</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(93,128</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: times new roman; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">For the year ended August 31, 2017: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:39%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Revenue</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Earnings (loss) from operations</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">External</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Intersegment</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Total</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,725,188</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">19,291</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,744,479</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">295,334</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,022</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">296,356</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">312,679</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,861</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">343,540</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">14,984</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,303</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">17,287</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">131,297</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,812</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">143,109</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">31,904</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,099</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">43,003</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Eliminations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(61,964</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(61,964</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(14,424</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(14,424</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Corporate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(81,790</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(81,790</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td colspan="24" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,169,164</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,169,164</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">260,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">260,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="24" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:67%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Assets:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,606,571</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,020,757</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">914,450</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">306,725</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">306,756</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">236,315</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">708,799</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">578,818</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">535,323</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Unallocated</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">368,542</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">559,133</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">711,617</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,990,637</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,465,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,397,705</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Depreciation and amortization:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">49,240</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">44,225</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">33,807</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">13,024</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,771</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">11,143</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">21,467</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">19,360</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">20,179</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">83,731</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">74,356</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">65,129</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Capital expenditures:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">85,155</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">59,707</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">54,973</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Wheels, Repair & Parts</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">13,291</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,204</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,129</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Leasing & Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">99,787</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">111,937</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27,963</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">198,233</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">176,848</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">86,065</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The following table summarizes selected geographic information. </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:67%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Revenue <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div>:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;">U.S.</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,115,934</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,840,877</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,674,517</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;">Foreign</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">917,657</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">678,587</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">494,647</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,033,591</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,519,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,169,164</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1pt;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td><td colspan="4" style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;height:2;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Assets:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;">U.S.</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,110,864</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,677,144</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,307,239</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;">Mexico</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">628,511</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">517,543</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">791,974</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:top;">Europe</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">251,262</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">270,777</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">298,492</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,990,637</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,465,464</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,397,705</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Revenue is presented on the basis of geographic location of customers. </div></div></td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Reconciliation of Earnings from operations to Earnings before income tax and loss from unconsolidated affiliates: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:73%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Earnings from operations</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">184,116</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">252,985</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">260,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Interest and foreign exchange</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">30,912</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">29,368</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">24,192</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Earnings before income tax and loss from unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">153,204</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">223,617</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">236,240</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:74%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net earnings attributable to Greenbrier</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">71,076</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">151,781</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">116,067</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Add back:</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Interest and debt issuance costs on the 3.5% Convertible notes, net of tax</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">n/a</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,031</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,932</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Earnings before interest and debt issuance costs on the 3.5% Convertible notes</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">71,076</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">153,812</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">118,999</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Weighted average diluted common shares outstanding</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">33,165</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,835</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,562</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Diluted earnings per share <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2.14</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4.68</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3.65</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 6pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(1)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Diluted earnings per share was calculated as follows: </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="text-decoration:underline;display:inline;">Earnings</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">before interest and debt issuance costs on the 3.5% Convertible notes</div> </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;">            Weighted</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">average diluted common shares outstanding </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: arial; font-size: 12pt; margin-top: 12pt; margin-bottom: 0pt;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Note 19 - Income Taxes </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Components of income tax expense were as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:76%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Current</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Federal</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">18,894</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">28,357</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">22,710</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">State</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">4,775</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,244</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">305</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Foreign</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">37,391</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">38,628</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">35,893</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">61,060</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">70,229</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">58,908</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Deferred</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Federal</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(8,559</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(33,459</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">9,418</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">State</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,542</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(344</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(1,467</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(8,433</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3,690</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(2,732</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(19,534</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(37,493</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">5,219</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Change in valuation allowance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">62</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">157</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(113</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Income tax expense</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">41,588</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">32,893</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">64,014</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Income tax expense was computed using different statutory rates for the years presented. Due to the 2017 Tax Cuts and Jobs Act (Tax Act) enacted on December 22, 2017, the federal statutory rate was reduced from 35% to 21% effective January 1, 2018. The U.S. federal corporate statutory rates presented are 21%, 25.7% and 35% for fiscal years 2019, 2018 and 2017, respectively. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">The Company recognized the income tax effects of the Tax Act in its financial statements in accordance with Staff Accounting Bulletin No. 118 (SAB 118), which provided guidance for the application of ASC 740 <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Income Taxes</div>, in the reporting period in which the Tax Act was signed into law. During the year ended August 31, 2018, deferred income taxes were remeasured as a result of the new statutory rate resulting in a tax benefit of $33.6 million. The Tax Act also required the Company to accrue a transition tax on foreign earnings not previously subject to U.S. taxation, which resulted in $6.9 million of tax expense in 2018. This benefit was partially offset by a <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">one-time</div> accrual of $8.9 million of tax expense related to the transition tax on foreign earnings not previously subject to U.S. taxation. During the year ended August 31, 2019 the Company finalized all accounting for the specific income tax effects of the Tax Act for which the accounting under ASC 740 was previously incomplete.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">For the year ended August 31, 2019, the Company has estimated the impacts of the Tax Act which became effective on January 1, 2018. The most significant item, impacting the Company in the current year, is the global intangible <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">low-taxed</div> income (GILTI) tax. The Company has made an accounting policy election to treat the GILTI tax as a current period expense and has included it in the financial statements.</div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The reconciliation between effective and statutory tax rates on operations is as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:72%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:6%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:6%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:6%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    Years ended August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2017    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Federal statutory rate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">21.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">25.7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">35.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">State income taxes, net of federal benefit</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.3</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.8</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign operations, excluding transition tax</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5.8</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.8</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3.4</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Transition tax on foreign earnings</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.5</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Remeasurement of domestic deferred taxes</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(15.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation allowance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Noncontrolling interest in flow-through entity</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(5.7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(2.4</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(6.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Permanent differences and other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4.2</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.6</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.4</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Effective tax rate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">14.7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Earnings before income tax and earnings from unconsolidated affiliates for the years ended August 31, 2019, 2018 and 2017 were $75.0 million, $110.8 million and $123.2 million, respectively, for our domestic U.S. operations and $78.2 million, $112.8 million and $113.0 million, respectively, for our foreign operations. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities were as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:82%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Deferred tax assets:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Accrued payroll and related liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">21,978</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">18,461</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Deferred revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">8,296</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,642</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Inventories and other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,392</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">10,518</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Maintenance and warranty accruals</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,596</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">7,201</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net operating losses</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,182</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,002</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Investment and asset tax credits</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,560</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,439</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">54,004</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">50,263</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Deferred tax liabilities:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Fixed assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">56,760</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">70,942</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Original issue discount</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,253</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,099</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Intangibles</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,813</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,474</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,831</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">67,258</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">81,346</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Valuation allowance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">692</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">657</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net deferred tax liability</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">13,946</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">31,740</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">As of August 31, 2019, the Company had $1.4 million of state credit carryforwards that will begin to expire in 2021 and $19.6 million of foreign NOL carryforwards that will begin to expire in 2020. The Company has placed valuation allowances against any deferred tax assets for which no benefit is anticipated, including those for loss and credit carryforwards not likely to be used before their expiration dates. The net increase in the total valuation allowance on deferred taxes for which no benefit is anticipated was less than $0.1 million for the year ended August 31, 2019. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">Prior to 2018 no provision had been made for U.S. income taxes on the Company’s cumulative undistributed earnings from foreign subsidiaries. During fiscal 2018 these earnings were subject to the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">one-time</div> transition tax on the deemed repatriation of undistributed foreign earnings. Notwithstanding this deemed inclusion in taxable income, any actual repatriation would be accompanied by foreign withholding taxes. The Company does not intend to repatriate these foreign earnings and continues to assert that its foreign earnings are indefinitely reinvested.</div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:79%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Unrecognized Tax Benefit – Opening Balance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,608</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,820</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">942</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Gross increases – tax positions in prior period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">237</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,368</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Gross decreases – tax positions in prior period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(449</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(53</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Settlements</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Lapse of statute of limitations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(437</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized Tax Benefit – Ending Balance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,605</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,608</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,820</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company is subject to taxation in the U.S. and in various states and foreign jurisdictions. The Company is effectively no longer subject to U.S. Federal examination for fiscal years ending before 2016, to state and local examinations before 2015, or to foreign examinations before 2014. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized tax benefits, excluding interest, at August 31, 2019 were $1.6 million, all of which would affect the effective tax rate if recognized. The unrecognized tax benefits at August 31, 2018 were $1.6 million. Accrued interest on unrecognized tax benefits as of August 31, 2019 was $0.6 million and as of August 31, 2018 was $0.2 million. The Company recorded annual interest expense of approximately $0.4 million for changes in the reserves during each of the years ended August 31, 2019 and 2018. The Company has not accrued any penalties on the reserves. Interest and penalties related to income taxes are not classified as a component of income tax expense. Benefits from the realization of unrecognized tax benefits for deductible differences attributable to ordinary operations will be recognized as a reduction of income tax expense. The Company does not anticipate a significant change in the reserves for uncertain tax positions during the next twelve months. </div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The reconciliation between effective and statutory tax rates on operations is as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:72%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:6%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:6%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:6%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    Years ended August 31,    </div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2017    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Federal statutory rate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">21.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">25.7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">35.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">State income taxes, net of federal benefit</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.3</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.8</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Foreign operations, excluding transition tax</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">5.8</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1.8</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3.4</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Transition tax on foreign earnings</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.5</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Remeasurement of domestic deferred taxes</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(15.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Change in valuation allowance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Noncontrolling interest in flow-through entity</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(5.7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(2.4</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(6.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Permanent differences and other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">4.2</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">0.6</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1.4</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Effective tax rate</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">14.7</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">27.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">% </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities were as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:82%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="6" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">As of August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2019    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">    2018    </div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Deferred tax assets:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Accrued payroll and related liabilities</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">21,978</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">18,461</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Deferred revenue</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">8,296</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,642</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Inventories and other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">15,392</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">10,518</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Maintenance and warranty accruals</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">3,596</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">7,201</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net operating losses</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,182</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,002</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Investment and asset tax credits</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,560</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,439</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">54,004</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">50,263</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;"><div style="font-weight:bold;display:inline;">Deferred tax liabilities:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Fixed assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">56,760</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">70,942</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Original issue discount</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,253</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">6,099</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Intangibles</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,813</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,474</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,432</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,831</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:top;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">67,258</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">81,346</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 2em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Valuation allowance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">692</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">657</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Net deferred tax liability</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">13,946</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">31,740</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:79%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Unrecognized Tax Benefit – Opening Balance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,608</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">1,820</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">942</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Gross increases – tax positions in prior period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">237</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,368</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Gross decreases – tax positions in prior period</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(3</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(449</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(53</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Settlements</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Lapse of statute of limitations</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">(437</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;vertical-align:bottom;">) </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Unrecognized Tax Benefit – Ending Balance</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,605</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,608</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,820</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

10-K false 2019-08-31 2019 FY GREENBRIER COMPANIES INC GBX 0000923120 --08-31 Yes No Yes Large Accelerated Filer 1311532035

0.419

1600000

false false false

Convertible senior notes, due 2024, bear interest at a fixed rate of 2.875%, paid semi-annually in arrears on February 1st and August 1st.

Convertible senior notes, due 2024, bear interest at a fixed rate of 2.25%, paid semi-annually in arrears on February 1st and August 1st.

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Stock-based compensation -</div> The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock units, restricted stock and phantom stock units awards. Stock based compensation expense for the years ended August 31, 2019, 2018 and 2017 was $11.2 million, $29.3 million and $26.4 million, respectively and was recorded in Selling and administrative on the Consolidated Statements of Income. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units and restricted stock awards are accounted for as equity based awards (see Note 16 – Equity). Phantom stock units are accounted for as liability based awards. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Phantom Stock Units </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The Company began granting phantom stock units during the year ended August 31, 2016. Every phantom stock unit entitles the participant to receive a cash payment equal to the value of a single share of the Company’s common stock upon vesting. The holders of unvested phantom stock units are entitled to participate in dividend equivalents. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">There were no phantom stock units awarded during the years ended August 31, 2019 and 2018. During the year ended August 31, 2017, the Company awarded 151,634 phantom stock units which include performance-based grants. As of August 31, 2019, there were a total of 72,144 phantom stock units associated with unvested performance-based grants. The actual number of phantom stock units that will vest associated with performance-based phantom stock units will vary depending on the Company’s performance. An additional 72,144 phantom stock units, associated with awards granted in 2017, may be granted if performance-based phantom stock units vest at stretch levels of performance. The grant date fair value of phantom stock awards was $6.7 million for the year ended August 31, 2017. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">Our phantom stock unit grants are considered liability based awards and therefore are <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">re-measured</div> at the end of each reporting period. Compensation expense is recognized through the earlier of the vesting period or the recipient’s eligible retirement date. Time-based awards to employees are expensed upon grant when the recipient’s eligible retirement date precedes the grant date or during the vesting period if the grantee becomes retirement eligible before the vesting period is complete. Compensation expense related to phantom stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Company’s Consolidated Statements of Income. For the year ended August 31, 2019, a $1.2 million benefit was recognized in compensation expense for the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">re-measurement</div> of phantom stock units due to a lower stock price. Compensation expense recognized related to phantom stock units for the years ended August 31, 2018 and 2017 was $12.1 million and $6.2 million, respectively. Unamortized compensation cost related to phantom stock unit grants was $0.3 million, $5.9 million and $10.9 million as of August 31, 2019, 2018 and 2017, respectively.</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Net earnings per share</div> <div style="font-weight:bold;display:inline;">-</div> Basic earnings per common share (EPS) includes restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, in weighted average basic common shares outstanding when calculating EPS when the Company is in a net earnings position. </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance-based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price. </div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Reclassifications</div> - Certain immaterial reclassifications have been made to the accompanying prior year Consolidated Financial Statements to conform to the current year presentation.</div></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The preliminary purchase price of the net assets acquired from ARI was allocated as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:91%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:2%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(in thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Accounts receivable, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">28,257</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Inventories</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">98,227</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Property, plant and equipment, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">225,045</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Investments in unconsolidated affiliates</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">40,314</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Intangibles and other assets, net</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">36,785</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Goodwill</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">56,816</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Total assets acquired</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">485,444</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Total liabilities assumed</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">67,174</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Net assets acquired</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">418,270</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="4" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

16000000 130000000

48000000

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Prospective Accounting Changes </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Lease Accounting </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In February 2016, the FASB issued Accounting Standards Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leases</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02).</div> The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02</div> requires most leases to be recognized on the balance sheet by recording a <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the Company plans to adopt this standard on September 1, 2019. ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-02</div> initially required entities to adopt the standard using a modified retrospective transition method. In July 2018, the FASB issued certain updates including ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2018-11,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Leases</div> (Topic 842): Targeted Improvements, which provide optional transition practical expedients allowing companies to adopt the new standard with a cumulative effect adjustment as of the beginning of the year of adoption with prior year comparative financial information and disclosures remaining as previously reported. The Company plans to elect this optional practical expedient.</div><div style="font-size: 1px; margin-top: 12px; margin-bottom: 0px; background: none; text-align: justify;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; text-align: justify;">The Company evaluated the transition and presentation approaches available as well as the impact of the new guidance on its consolidated financial statements and related disclosures, including the increase in the assets and liabilities on its balance sheet, and the impact on its current lease portfolio from both a lessor and lessee perspective. To facilitate this, the Company utilized a comprehensive approach to review its lease portfolio, as well as assessed system requirements and control implications. The new guidance provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which allows it not to reassess under the new guidance their prior conclusions about lease identification and initial direct costs. The Company did not elect the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">use-of-hindsight</div></div> practical expedient. In addition, the new guidance provides practical expedients for an entity’s ongoing lessee accounting. The Company elected to not separate lease and <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-lease</div> components for the majority of its asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify which means it will not recognize <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> assets or lease liabilities for these leases.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">The most significant effects of adoption relate to the recognition of a <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> asset and lease liability on the Company’s balance sheet for operating leases and providing new disclosures about its leasing activities. The Company currently expect the <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">right-of-use</div></div> asset and lease liability as of September 1, 2019 will be between $40 and $45 million. The adoption of this new standard also requires the Company to eliminate deferred gains associated with certain sale-leaseback transactions and upon implementation the Company will record an increase to retained earnings of approximately $5 million. In addition, the Company will derecognize approximately $9 million of existing assets and approximately $13 million of deferred revenue for railcar transactions previously not qualifying as sales due to continuing involvement, that now qualify for sale accounting under the new guidance upon adoption. The gain associated with this change in accounting, will be offset by the recognition of a new guarantee liability, resulting in an immaterial net adjustment to retained earnings as of September 1, 2019. The Company does not expect the new guidance to have a material impact on its results of operations.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Derivatives and Hedging </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In August 2017, the FASB issued Accounting Standards Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2017-12,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2017-12).</div> This update improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to qualify for hedge accounting for <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">non-financial</div> and financial risk components, reduces complexity in fair value hedges of interest rate risk and eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. The new guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2019. We do not expect the new guidance to have a material impact on our results of operations.</div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="text-decoration:underline;display:inline;">Measurement of Credit Losses on Financial Instruments </div></div></div><div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;">In June 2016, the FASB issued Accounting Standard Update <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-13,</div> <div style="font-style:italic;display:inline;;font-style:italic;display:inline;">Financial Instruments – Credit Losses</div> (ASU <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">2016-13).</div> This update introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other <div style="white-space: nowrap; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">off-balance</div> sheet credit exposures. The new guidance will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. The new guidance is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.</div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

0.035

0.0225

0.035

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The opening and closing balances of the Company’s contract balances are as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:55%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";;width:15%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:3%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(in thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">Balance sheet</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">classification</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">September 1,</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2018</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">August 31,</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">$ change</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Contract assets</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">Inventories</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">7,228</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">10,196</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">2,968</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Contract liabilities <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">1</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">Deferred revenue</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">41,250</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">39,203</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">(2,047</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;">) </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-size: 5.92pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">1</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Contract liabilities balance includes deferred revenue within the scope of the new revenue standard. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.<table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px; font-family: "times new roman";;width:90%;"></td><td style="padding: 0px; font-family: "times new roman";;vertical-align:bottom;;width:4%;"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td><td style="padding: 0px; font-family: "times new roman";"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(in millions)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:center;;vertical-align:bottom;"><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">August 31,</div></div></div><div style="font-family: arial; font-size: 10pt; margin-top: 0pt; margin-bottom: 1pt; line-height: normal;;margin-left :auto;margin-right :auto;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-weight:bold;display:inline;">2019</div></div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="font-size: 10pt; line-height: 115%; font-family: "times new roman", serif; background-color: rgb(204, 238, 255); letter-spacing: 0px; top: 0px;;display:inline;">Revenue type<div style="letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">:</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing – Railcar sales</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">2,897.9</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Manufacturing – Marine</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">100.2</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Services</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">153.0</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Other</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">42.1</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0px; margin-bottom: 0px; margin-left: 1em; line-height: normal;"> </div><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Manufacturing – Railcars intended for syndication <div style="vertical-align: super;font-size: smaller;display:inline;"><div style="display:inline;">1</div></div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;vertical-align:bottom;">$</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">317.2</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table style="border-collapse: collapse; border-spacing: 0px;"><tr><td style="width: 3%; padding: 0in 0.5pt; font-size: 8pt;;vertical-align:top;"><div style="margin-bottom: 0.0001pt; line-height: normal; font-family: "times new roman", serif; font-size: 8pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="vertical-align: super;font-size: smaller;display:inline;">1</div></div></div></td><td style="padding: 0in 0.5pt; font-size: 8pt;;vertical-align:top;;width:1827;"><div style="margin-bottom: 0.0001pt; line-height: normal; font-family: "times new roman", serif; font-size: 8pt;"><div style="letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-size: 8pt; font-family: "times new roman", serif; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Not a performance obligation as defined in the new revenue standard and therefore not subject to audit</div></div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><div style="clear: both; max-height: 0px;"></div><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

6300000

<div style="font-family: "times new roman"; font-size: 10pt; margin-top: 12pt; margin-bottom: 0pt; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows: </div></div><div style="font-size: 12pt; margin-top: 0pt; margin-bottom: 0pt; background: none;"><div style="color: rgb(0, 0, 0); background: none; text-decoration: none; letter-spacing: 0px; top: 0px;;display:inline;"> </div></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 10pt; border-collapse: collapse; border-spacing: 0px;;margin : 0px auto;;text-align:left;;width:100%;"><tr style="font-size: 0px;"><td style="padding: 0px;;width:79%;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;;vertical-align:bottom;;width:1%;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td><td style="padding: 0px;"></td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="10" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">Years ended August 31,</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: arial; font-size: 10pt; page-break-inside: avoid;"><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;vertical-align:bottom;"><div style="font-family: "times new roman"; color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(In thousands)</div></div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2019</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2018</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td colspan="2" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:center;;vertical-align:bottom;"><div style="font-weight:bold;display:inline;">2017</div></td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Weighted average basic common shares outstanding <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(1)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">32,615</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">30,857</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">29,225</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Dilutive effect of 3.5% Convertible notes <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(2)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">n/a</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">1,821</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">3,295</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Dilutive effect of 2.875% Convertible notes <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(3)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Dilutive effect of 2.25% Convertible notes <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(4)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap;;text-align:right;;vertical-align:bottom;">–</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">n/a</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">n/a</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px; background-color: rgb(204, 238, 255);;display:inline;">Dilutive effect of restricted stock units <div style="font-size: 7.4pt; vertical-align: top;;vertical-align: super;font-size: smaller;display:inline;">(5)</div></div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">550</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">157</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; background-color: rgb(204, 238, 255);;text-align:right;;vertical-align:bottom;">42</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman"; background-color: rgb(204, 238, 255);;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 1px solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-family: times new roman; font-size: 10pt; page-break-inside: avoid;"><td style="padding-top: 0px; padding-bottom: 0px;;vertical-align:top;"><div style="text-indent: -1em; font-family: "times new roman"; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt; margin-left: 1em; line-height: normal;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Weighted average diluted common shares outstanding</div></div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">33,165</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">32,835</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;">  </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:right;;vertical-align:bottom;">32,562</td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; white-space: nowrap; font-family: "times new roman";;vertical-align:bottom;"> </td></tr><tr style="font-size: 1px;"><td colspan="12" style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td><td style="border-bottom: 2.25pt solid rgb(0, 0, 0); padding-left: 0px; padding-top: 0px; padding-bottom: 0px; font-family: "times new roman";;vertical-align:bottom;"> </td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; background: none;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(1)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock grants and restricted stock units that are considered participating securities, 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. No restricted stock and restricted stock units were anti-dilutive for the years ended August 31, 2019, 2018 and 2017. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; background: none; text-align: justify;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(2)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The dilutive effect of the 3.5% Convertible notes was included as they were considered dilutive under the “if converted” method as further discussed below for the years ended August 31, 2018 and 2017. The <div style="display:inline;">3.5%</div> Convertible notes matured on April 1, 2018. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; background: none; text-align: justify;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(3)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The 2.875% Convertible notes were issued in February 2017. The dilutive effect of the <div style="display:inline;">2.875%</div> Convertible notes was excluded for the years ended August 31, 2019, 2018 and 2017 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; background: none; text-align: justify;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(4)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">The 2.25% Convertible notes were issued in July 2019. The dilutive effect of the 2.25% Convertible notes was excluded for the year ended August 31, 2019 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. </div></div></td></tr></table><div style="clear: both; max-height: 0px;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; text-align: justify;"></div><div style="clear: both; max-height: 0px; background: none; text-align: justify;"></div><table border="0" cellpadding="0" cellspacing="0" style="font-family: "times new roman"; font-size: 8pt; border-collapse: collapse; border-spacing: 0px;;width:100%;"><tr style="page-break-inside: avoid;"><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px; text-align: justify;;vertical-align:top;;width:3%;"><div style="font-style:italic;display:inline;;font-style:italic;display:inline;">(5)</div></td><td style="padding-left: 0px; padding-top: 0px; padding-bottom: 0px;;text-align:left;;vertical-align:top;"><div style="font-family: "times new roman"; font-size: 8pt; margin-top: 0pt; margin-bottom: 0pt; line-height: normal; text-align: justify;"><div style="color: rgb(0, 0, 0); letter-spacing: 0px; top: 0px;;display:inline;">Restricted stock units that are not considered participating securities and restricted stock units 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. </div></div></td></tr></table><table border="0" style="width:100%; table-layout:fixed;" cellspacing="0" cellpadding="0"><tr><td></td></tr></table>

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Statement of Cash Flows [Abstract] Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: Accretion Expense Accretion of debt discount Deferred Income Tax Expense (Benefit) Deferred income taxes Depreciation, Depletion and Amortization Depreciation and amortization Noncontrolling Interest Adjustments Noncontrolling interest adjustments Noncontrolling Interest Adjustments Other Operating Activities, Cash Flow Statement Other Share-based Compensation Stock based compensation expense Stock based compensation expense Balance Sheet Reconciliation [Abstract] Balance Sheet Reconciliation: Balance Sheet Reconciliation [Abstract] Cash And Cash Equivalents Balance Sheet Reconciliation Cash and cash equivalents Cash and cash equivalents balance sheet reconciliation. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Total cash and cash equivalents and restricted cash as presented above End of period Beginning of period Restricted Cash Balance Sheet Reconciliation Restricted cash Restricted cash balance sheet reconciliation. Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract] Cash and cash equivalents and restricted cash Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect Increase (decrease) in cash and cash equivalents and restricted cash Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] Non-cash activity Capital Expenditures Incurred but Not yet Paid Capital expenditures accrued in Accounts payable and accrued liabilities Dividends Declared And Accrued In Accounts Payable And Accrued Liabilities Change in Accounts payable and accrued liabilities associated with dividends declared Dividends Declared And Accrued In Accounts Payable And Accrued Liabilities Transfer of leased railcars for syndication and inventories to equipment on operating leases Transfer from Leased railcars for syndication and Inventories to Equipment on operating leases, net Transfer of leased railcars for syndication and inventories to equipment on operating leases. Accounts Payable And Accrued Liabilities Associated With Cash Distributions To Joint Venture Partner Change in Accounts payable and accrued liabilities associated with cash distributions to joint venture partner Accounts payable and accrued liabilities associated with cash distributions to joint venture partner Debt Conversion, Converted Instrument, Amount Conversion of 3.5% Convertible notes Notes Issued Issuance of 2.25% Convertible notes in connection with the acquisition of the manufacturing business of ARI Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Effect of exchange rate changes Increase (Decrease) in Operating Assets [Abstract] Decrease (increase) in assets: Increase (Decrease) in Accounts Receivable Accounts receivable, net Increase (Decrease) in Inventories Inventories Increase Decrease in Leased Railcars for Syndication Leased railcars for syndication Increase Decrease in Leased Railcars for Syndication Increase (Decrease) in Other Operating Assets Other Increase (Decrease) in Operating Liabilities [Abstract] Increase (decrease) in liabilities: Increase (Decrease) in Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities Increase (Decrease) in Contract with Customer, Liability Deferred revenue Net Cash Provided by (Used in) Operating Activities Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Financing Activities, Continuing Operations [Abstract] Cash flows from financing activities Net Cash Provided by (Used in) Financing Activities Net cash provided by (used in) financing activities Payments of Distributions to Affiliates Cash distribution to joint venture partner Payments of Dividends Dividends Payments Related to Tax Withholding for Share-based Compensation Tax payments for net share settlement of restricted stock Proceeds From Investments By Joint Venture Partner Investment by joint venture partner The cash inflow associated with an investment by a joint venture partner. 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Summary of Significant Accounting Policies
12 Months Ended

Aug. 31, 2019

Summary of Significant Accounting Policies
Note 2 - Summary of Significant Accounting Policies
Principles of consolidation

-
The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation.
Unclassified balance sheet

-
The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or
non-current
distinction is not relevant. In addition, the activities of the Manufacturing; Wheels, Repair & Parts; and Leasing & Services segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.
Foreign currency translation
-
Certain operations outside the U.S., primarily in Europe, prepare financial statements in currencies other than the U.S. Dollar. Revenues and expenses are translated at monthly average exchange rates during the year, while assets and liabilities are translated at
year-end
exchange rates. Translation adjustments are accumulated as a separate component of equity in other comprehensive income (loss). The net foreign currency translation adjustment balances were $34.2 million, $21.5 million and $5.4 million as of August 31, 2019, 2018 and 2017, respectively.
Cash and cash equivalents

-
Cash may temporarily be invested primarily in money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.
Restricted cash

-
Restricted cash primarily relates to amounts held to support a target minimum rate of return on certain agreements and a pass through account for activity related to management services provided for certain third party customers.
Accounts receivable
-
Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively.


As of August 31,

(In thousands)

2019

2018

2017

Allowance for doubtful accounts

Balance at beginning of period
   $ 2,701 $ 1,768 $ 2,215
Additions, net of reversals
   773 938 370
Usage
   (1,311 ) (54 ) (891 )
Currency translation effect
   13 49 74
Balance at end of period
   $ 2,176 $ 2,701 $ 1,768

Inventories

-
Inventories are valued at the lower of cost or net realizable value using the
first-in

first-out
method.
Work-in-process
includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit.
Leased railcars for syndication
-

Leased railcars for syndication consist of newly-built railcars manufactured at one of the Company’s facilities or railcars purchased from third parties, which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. These railcars are generally anticipated to be sold within six months of delivery of the last railcar in a group or six months from when the Company acquires the railcar from a third party and are typically not depreciated during that period as the Company does not believe any economic value of a railcar is lost in the first six months. In the event the railcars are not sold in the first six months, the railcars are either held in Leased railcars for syndication and are depreciated or are transferred to Equipment on operating leases and are depreciated. As of August 31, 2019, Leased railcars for syndication was $182.3 million compared to $130.9 million as of August 31, 2018.
Equipment on operating leases, net

-
Equipment on operating leases is stated net of accumulated depreciation. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to thirty-five years. Management periodically reviews salvage value estimates based on current scrap prices and what the Company expects to receive upon disposal.
Investment in unconsolidated affiliates

-
Investment in unconsolidated affiliates includes the Company’s interests which are accounted for under the equity method of accounting. See Note 8 – Investments In Unconsolidated Affiliates for additional information.
Property, plant and equipment

-
Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows:


Depreciable Life

Buildings and improvements
   10 – 30 years
Machinery and equipment
   3 – 20 years
Other
   3 – 7 years
Goodwill

-
Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if material changes in events or circumstances arise. The provisions of ASC 350
Intangibles – Goodwill and Other
, require the Company to perform an annual impairment test on goodwill. The Company reviews goodwill for impairment annually using either a qualitative assessment or a quantitative goodwill impairment test. If the qualitative assessment is selected and determines that fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. For reporting units where we perform the quantitative goodwill impairment test an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. See Note 9 – Goodwill for additional information.
Intangible and other assets, net

-
Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships and trade names. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives which are up to 20 years. Other assets include revolving note fees which are capitalized and amortized as interest expense over the life of the related borrowings.
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 forecasted 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 estimated realizable value is recognized in the current period. No impairment of long-lived assets was recorded in the years ended August 31, 2019, 2018 and 2017.
Warranty accruals
-

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on 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, are reviewed periodically and updated based on warranty trends.
Income taxes

-
The asset and liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company recognizes liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.
Deferred revenue
- Cash payments received prior to meeting revenue recognition criteria are recorded in Deferred revenue. Amounts are reclassified out of Deferred revenue once the revenue recognition criteria have been met. Deferred revenue primarily consists of customer prepayments and the unrecognized portion of the $40 million upfront fee from MUL. The Company also has a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. Deferred revenue includes 40% of the revenue and margin of railcars sold to this entity until the railcars are ultimately sold to a third party.
Noncontrolling interest and Contingently redeemable noncontrolling interest
-
The Company has a joint venture with Grupo Industrial Monclova, S.A. (GIMSA) that manufactures new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company maintains a controlling interest as evidenced by the right to appoint the majority of the Board of Directors, control over accounting, financing, marketing and engineering and approval and design of products. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.
Greenbrier-Astra Rail was formed in 2017 between the Company’s existing European operations headquartered in Swidnica, Poland and Astra Rail, based in Arad, Romania. Greenbrier-Astra Rail is controlled by the Company with an approximate 75% interest. The Company consolidates Greenbrier-Astra Rail for financial reporting purposes and includes the noncontrolling interest in the mezzanine section of the Consolidated Balance Sheet in Contingently redeemable noncontrolling interest (see Note 4 – Acquisitions).
In August 2018, Greenbrier-Astra Rail entered into an agreement to take an approximately 68% ownership stake in Rayvag, a railcar manufacturing company based in Adana, Turkey. Rayvag is controlled by the Company. The Company consolidates Rayvag for financial reporting purposes. The noncontrolling interest related to the partner’s interest is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.
The Company has a joint venture with Summit Railroad Products, Inc. to provide axle services. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company has the power to direct the activities which most significantly impact the economic performance of the entity. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.
Net earnings attributable to noncontrolling interest on the Company’s Consolidated Statement of Income represents the Company’s partners’ share of results from operations.

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

(In thousands)

Unrealized
Gain (Loss)
on Derivative
Financial
Instruments

Foreign
Currency
Translation
Adjustment

Other

Accumulated
Other
Comprehensive
Loss

Balance, August 31, 2018
   $ (431 ) $ (21,506 ) $ (1,429 ) $ (23,366 )
Other comprehensive loss before reclassifications
   (10,264 ) (12,688 ) (351 ) $ (23,303 )
Amounts reclassified from accumulated other comprehensive loss
   1,854 – – $ 1,854
Balance, August 31, 2019
   $ (8,841 ) $ (34,194 ) $ (1,780 ) $ (44,815 )
The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with the financial statement caption, were as follows:


Year Ended August 31,

Financial Statement
Caption
(In thousands)

    2019

    2018

(Gain) loss on derivative financial instruments:

Foreign exchange contracts
   $ 1,794 $ (716 ) Revenue and Cost of revenue
Interest rate swap contracts
   545 298 Interest and foreign exchange
   2,339 (418 ) Total before tax
   (485 ) 3 Tax benefit (expense)
   $ 1,854 $ (415 ) Net of tax
Revenue recognition

-
The Company measures revenue at the amounts that reflect the consideration to which it expects to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. The Company’s contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company has disaggregated revenue from contracts with customers into categories which describe the principal activities from which it generates revenues.
Manufacturing
Railcars are manufactured in accordance with contracts with customers. The Company recognizes revenue upon its customers’ acceptance of the completed railcars at a specified delivery point. From time to time, the Company enters into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change.
The Company typically recognizes marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of the new revenue standard.
Wheels, Repair & Parts
The Company operates a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services.

Wheels revenue is recognized when wheelsets are shipped to the customer or when consumed by customers in the case of consignment arrangements. Parts revenue is recognized upon shipment of the parts to the customers.
Repair revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days.
Leasing & Services
The Company owns a fleet of new and used cars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned in accordance with ASC 840
Leases
.
Syndication transactions represent new and used railcars which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell them and subsequently sold, are recognized in Leasing & Services. In addition the Company will often perform management or maintenance services at market rates for these railcars. The Company evaluates the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less.
The Company enters into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred.
Interest and foreign exchange -
Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense.

(In thousands)

Years ended August 31,


2019

2018

2017

Interest and foreign exchange:

Interest and other expense
   $ 32,260 $ 30,946 $ 23,519
Foreign exchange (gain) loss
   (1,348 ) (1,578 ) 673
   $ 30,912 $ 29,368 $ 24,192
Forward exchange contracts

-
Foreign operations give rise to risks from changes in foreign currency exchange rates. Forward exchange contracts with established financial institutions are used to hedge a portion of such risk. Realized and unrealized gains and losses on effective hedges are deferred in other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange (gain) loss. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty
non-performance.
Interest rate instruments

-
Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are recognized as an adjustment to interest expense.
Research and development
-
Research and development costs are expensed as incurred. Research and development costs incurred for new product development during the years ended August 31, 2019, 2018 and 2017 were $5.4 million, $6.0 million and $4.2 million, respectively, included in Selling and administrative expenses.

Net earnings per share

-
Basic earnings per common share (EPS) includes restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, in weighted average basic common shares outstanding when calculating EPS when the Company is in a net earnings position.
Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance-based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.
Stock-based compensation -
The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock units, restricted stock and phantom stock units awards. Stock based compensation expense for the years ended August 31, 2019, 2018 and 2017 was $11.2 million, $29.3 million and $26.4 million, respectively and was recorded in Selling and administrative on the Consolidated Statements of Income.
Restricted stock units and restricted stock awards are accounted for as equity based awards (see Note 16 – Equity). Phantom stock units are accounted for as liability based awards.
Phantom Stock Units
The Company began granting phantom stock units during the year ended August 31, 2016. Every phantom stock unit entitles the participant to receive a cash payment equal to the value of a single share of the Company’s common stock upon vesting. The holders of unvested phantom stock units are entitled to participate in dividend equivalents.
There were no phantom stock units awarded during the years ended August 31, 2019 and 2018. During the year ended August 31, 2017, the Company awarded 151,634 phantom stock units which include performance-based grants. As of August 31, 2019, there were a total of 72,144 phantom stock units associated with unvested performance-based grants. The actual number of phantom stock units that will vest associated with performance-based phantom stock units will vary depending on the Company’s performance. An additional 72,144 phantom stock units, associated with awards granted in 2017, may be granted if performance-based phantom stock units vest at stretch levels of performance. The grant date fair value of phantom stock awards was $6.7 million for the year ended August 31, 2017.
Our phantom stock unit grants are considered liability based awards and therefore are
re-measured
at the end of each reporting period. Compensation expense is recognized through the earlier of the vesting period or the recipient’s eligible retirement date. Time-based awards to employees are expensed upon grant when the recipient’s eligible retirement date precedes the grant date or during the vesting period if the grantee becomes retirement eligible before the vesting period is complete. Compensation expense related to phantom stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Company’s Consolidated Statements of Income. For the year ended August 31, 2019, a $1.2 million benefit was recognized in compensation expense for the
re-measurement
of phantom stock units due to a lower stock price. Compensation expense recognized related to phantom stock units for the years ended August 31, 2018 and 2017 was $12.1 million and $6.2 million, respectively. Unamortized compensation cost related to phantom stock unit grants was $0.3 million, $5.9 million and $10.9 million as of August 31, 2019, 2018 and 2017, respectively.
Management 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.
Reclassifications
- Certain immaterial reclassifications have been made to the accompanying prior year Consolidated Financial Statements to conform to the current year presentation.
Initial Adoption of Accounting Policies
Revenue Recognition
In the first quarter of 2019, the Company adopted Accounting Standard Update
2014-09,

Revenue from Contracts with Customers
(ASU
2014-09).
This standard was issued to provide a common revenue recognition model for entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. The new standard also requires additional disclosures to sufficiently describe the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts with customers. As a result of adopting the new standard, the majority of the Company’s revenue recognition timing remained unchanged, while certain minor changes have occurred related to maintenance and repair services. Costs incurred while fulfilling maintenance contracts are now recognized as incurred while the related revenue continues to be recognized over time. Additionally, repair and rail retrofit service revenue, while previously recognized upon completion of an order, is now recognized as costs are incurred. This standard was adopted using a modified retrospective approach through a cumulative effect adjustment, which increased retained earnings by $5.5 million at September 1, 2018. Other adjustments recorded to the September 1, 2018 opening balance sheet were not material. The adoption of the new revenue standard did not have a material effect on the Condensed Consolidated Balance Sheet or Statement of Income.
Restricted Cash
In the first quarter of 2019, the Company adopted Accounting Standard Update
2016-18,

Restricted Cash
(ASU
2016-18).
This update requires additional disclosure and that the Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the
beginning-of-period
and
end-of-period
total amounts shown on the Statement of Cash Flows. The guidance requires retrospective presentation to each period presented. The adoption of ASU
2016-18
did not have an impact on the Condensed Consolidated Balance Sheet and Statement of Income, but did result in revisions to the Condensed Consolidated Statement of Cash Flows as well as other revised disclosures.
Prospective Accounting Changes
Lease Accounting
In February 2016, the FASB issued Accounting Standards Update
2016-02,

Leases
(ASU
2016-02).
The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU
2016-02
requires most leases to be recognized on the balance sheet by recording a
right-of-use
asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the Company plans to adopt this standard on September 1, 2019. ASU
2016-02
initially required entities to adopt the standard using a modified retrospective transition method. In July 2018, the FASB issued certain updates including ASU
2018-11,

Leases
(Topic 842): Targeted Improvements, which provide optional transition practical expedients allowing companies to adopt the new standard with a cumulative effect adjustment as of the beginning of the year of adoption with prior year comparative financial information and disclosures remaining as previously reported. The Company plans to elect this optional practical expedient.

The Company evaluated the transition and presentation approaches available as well as the impact of the new guidance on its consolidated financial statements and related disclosures, including the increase in the assets and liabilities on its balance sheet, and the impact on its current lease portfolio from both a lessor and lessee perspective. To facilitate this, the Company utilized a comprehensive approach to review its lease portfolio, as well as assessed system requirements and control implications. The new guidance provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which allows it not to reassess under the new guidance their prior conclusions about lease identification and initial direct costs. The Company did not elect the
use-of-hindsight
practical expedient. In addition, the new guidance provides practical expedients for an entity’s ongoing lessee accounting. The Company elected to not separate lease and
non-lease
components for the majority of its asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify which means it will not recognize
right-of-use
assets or lease liabilities for these leases.
The most significant effects of adoption relate to the recognition of a
right-of-use
asset and lease liability on the Company’s balance sheet for operating leases and providing new disclosures about its leasing activities. The Company currently expect the
right-of-use
asset and lease liability as of September 1, 2019 will be between $40 and $45 million. The adoption of this new standard also requires the Company to eliminate deferred gains associated with certain sale-leaseback transactions and upon implementation the Company will record an increase to retained earnings of approximately $5 million. In addition, the Company will derecognize approximately $9 million of existing assets and approximately $13 million of deferred revenue for railcar transactions previously not qualifying as sales due to continuing involvement, that now qualify for sale accounting under the new guidance upon adoption. The gain associated with this change in accounting, will be offset by the recognition of a new guarantee liability, resulting in an immaterial net adjustment to retained earnings as of September 1, 2019. The Company does not expect the new guidance to have a material impact on its results of operations.
Derivatives and Hedging
In August 2017, the FASB issued Accounting Standards Update
2017-12,

Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities
(ASU
2017-12).
This update improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to qualify for hedge accounting for
non-financial
and financial risk components, reduces complexity in fair value hedges of interest rate risk and eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. The new guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2019. We do not expect the new guidance to have a material impact on our results of operations.
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued Accounting Standard Update
2016-13,

Financial Instruments – Credit Losses
(ASU
2016-13).
This update introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other
off-balance
sheet credit exposures. The new guidance will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. The new guidance is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

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Equipment on Operating Leases, net
12 Months Ended

Aug. 31, 2019

Equipment on Operating Leases, net
Note 6 - Equipment on Operating Leases, net
Equipment on operating leases is reported net of accumulated depreciation of $44.2 million and $64.9 million as of August 31, 2019 and 2018, respectively. Depreciation expense was $13.3 million, $11.2 million and $12.1 million as of August 31, 2019, 2018 and 2017, respectively. In addition, certain railcar equipment leased-in by the Company on operating leases (see Note 22 – Lease Commitments) is subleased to customers under non-cancelable operating leases. Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases are as follows:

(In thousands)

Year ending August 31,

2020
   $ 23,490
2021
   20,076
2022
   17,949
2023
   13,717
2024
   9,450
Thereafter
   5,583

   $ 90,265

Certain equipment is also operated under daily, monthly or car hire utilization arrangements. Associated revenue amounted to $14.0 million, $12.8 million and $13.0 million for the years ended August 31, 2019, 2018 and 2017, respectively.

X

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Revenue Recognition (Tables)
12 Months Ended

Aug. 31, 2019

Summary of Contract Balances
The opening and closing balances of the Company’s contract balances are as follows:

(in thousands)

Balance sheet
classification

September 1,
2018

August 31,
2019

$ change

Contract assets
   Inventories    $ 7,228    $ 10,196    $ 2,968
Contract liabilities
1
   Deferred revenue    $ 41,250    $ 39,203    $ (2,047 )
1
Contract liabilities balance includes deferred revenue within the scope of the new revenue standard.

Summary of Estimated Revenue Related to Performance Obligations Wholly or Partially Unsatisfied The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

(in millions)

August 31,
2019

Revenue type
:

Manufacturing – Railcar sales
   $ 2,897.9
Manufacturing – Marine
   $ 100.2
Services
   $ 153.0
Other
   $ 42.1

Manufacturing – Railcars intended for syndication
1
   $ 317.2
1
Not a performance obligation as defined in the new revenue standard and therefore not subject to audit

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Fair Value Measures
12 Months Ended

Aug. 31, 2019

Fair Value Measures
Note 25 - 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 which prioritizes the inputs used in measuring a 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 August 31, 2019 are:

(In thousands)

Total

Level 1

Level 2
(1)

  Level 3

Assets:

Derivative financial instruments
   $ 64    $ –    $ 64    $         –
Nonqualified savings plan investments
   27,967    27,967    –    –
Cash equivalents
   68,100    68,100    –    –

   $ 96,131    $ 96,067    $ 64    $ –

Liabilities:

Derivative financial instruments
   $ 11,279    $ –    $ 11,279    $ –

(1)

Level 2 assets include derivative financial instruments which are valued based on significant observable inputs. See Note 15—Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2018 are:

(In thousands)

Total

Level 1

Level 2
(1)

  Level 3

Assets:

Derivative financial instruments
   $ 1,557    $ –    $ 1,557    $         –
Nonqualified savings plan investments
   26,299    26,299    –    –
Cash equivalents
   126,430    126,430    –    –

   $ 154,286    $ 152,729    $ 1,557    $ –

Liabilities:

Derivative financial instruments
   $ 1,566    $ –    $ 1,566    $ –

X

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Customer Concentration
12 Months Ended

Aug. 31, 2019

Customer Concentration
Note 21 - Customer Concentration
Customer concentration is defined as a single customer that accounts for more than 10% of total revenues or accounts receivable. In 2019, revenue from one customer represented 26% of total revenue. In 2018, revenue from two customers represented 20% and 11% of total revenue. In 2017, revenue from one customer represented 20% of total revenue. No other customers accounted for more than 10% of total revenues for the years ended August 31, 2019, 2018, or 2017. One customer had a balance that individually equaled or exceeded 10% of accounts receivable and represented 14% of the consolidated accounts receivable balance at August 31, 2019. One customer had a balance that individually equaled or exceeded 10% of accounts receivable and represented 19% of the consolidated accounts receivable balance at August 31, 2018.

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Earnings Per Share - Additional Information (Detail)

Aug. 31, 2019

2.875% Convertible Senior Notes

Debt instrument, interest rate 2.875%

2.25% Convertible Senior Notes

Debt instrument, interest rate 2.25%

3.5% Convertible Senior Notes

Debt instrument, interest rate 3.50%

X

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Derivative Instruments (Tables)
12 Months Ended

Aug. 31, 2019

Fair Values of Derivative Instruments

Fair Values of Derivative Instruments


Asset Derivatives

Liability Derivatives


August 31,

August 31,


2019

2018

2019

2018

(In thousands)

Balance sheet
caption

Fair
Value

Fair
Value

Balance sheet
caption

Fair
Value

Fair
Value

Derivatives designated as hedging instruments


Foreign forward exchange contracts
   Accounts receivable, net    $ 64    $ 700    Accounts payable and accrued liabilities    $ 437    $ 1,211
Interest rate swap contracts
   Intangibles and other assets, net    –    781    Accounts payable and accrued liabilities    10,255    1

      $ 64    $ 1,481       $ 10,692    $ 1,212

Derivatives not designated as hedging instruments


Foreign forward exchange contracts
   Accounts receivable, net    $ –    $ 76    Accounts payable and accrued liabilities    $ 587    $ 354

Effect of Derivative Instruments on Consolidated Statements of Income
The Effect of Derivative Instruments on the Consolidated Statements of Income

Derivatives in
cash flow
hedging
relationships

Financial statement caption of gain recognized in
income on derivative

Gain (loss) recognized in
income on derivatives
Years ended
August 31,


    2019

    2018

Foreign forward exchange contract
   Interest and foreign exchange    $ 213    $ 1,052
Interest rate swap contracts
   Interest and foreign exchange    –    (1 )

      $ 213    $ 1,051

Derivatives in
cash flow hedging
relationships

Gain (loss)
recognized in OCI on
derivatives (effective
portion)
Years
ended August 31,

Financial
statement
caption of
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reclassified
from
accumulated
OCI into
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Gain (loss)
reclassified from
accumulated OCI
into
income (effective
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Years
ended August 31,

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caption of gain
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(ineffective
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amount
excluded from
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Gain (loss)
recognized on
derivative
(ineffective
portion and
amount
excluded from
effectiveness
testing)
Years
ended August 31,


2019

2018

2019

2018

2019

2018

Foreign forward exchange contracts
$ (1,261 ) $ (658 )
Revenue
$ (764 ) $ 1,145 Revenue $ 1,346 $ 854
Foreign forward exchange contracts
(421 ) (1,093 ) Cost of revenue (1,030 ) (429 ) Cost of revenue 935 306
Interest rate swap contracts
(11,582 ) 1,632 Interest and foreign exchange (545 ) (298 ) Interest and foreign exchange (587 ) –

$ (13,264 ) $ (119 ) $ (2,339 ) $ 418 $ 1,694 $ 1,160

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Segment Information (Tables)
12 Months Ended

Aug. 31, 2019

Results of Operations
For the year ended August 31, 2019:


Revenue

Earnings (loss) from operations


External

Intersegment

Total

External

Intersegment

Total

Manufacturing
   $ 2,431,499    $ 97,086 $ 2,528,585 $ 217,583 $ 6,370 $ 223,953
Wheels, Repair & Parts
   444,502    48,266 492,768 (2,941 ) 902 (2,039 )
Leasing & Services
   157,590    28,240 185,830 64,763 25,527 90,290
Eliminations
   –    (173,592 ) (173,592 ) – (32,799 ) (32,799 )
Corporate
   –    – – (95,289 ) – (95,289 )

   $ 3,033,591    $ – $ 3,033,591 $ 184,116 $ – $ 184,116

For the year ended August 31, 2018:


Revenue

Earnings (loss) from operations


External

Intersegment

Total

External

Intersegment

Total

Manufacturing
   $ 2,044,586    $ 118,157 $ 2,162,743 $ 240,901 $ 17,721 $ 258,622
Wheels, Repair & Parts
   347,023    41,494 388,517 16,731 2,748 19,479
Leasing & Services
   127,855    11,847 139,702 88,481 10,296 98,777
Eliminations
   –    (171,498 ) (171,498 ) – (30,765 ) (30,765 )
Corporate
   –    – – (93,128 ) – (93,128 )

   $ 2,519,464    $ – $ 2,519,464 $ 252,985 $ – $ 252,985

For the year ended August 31, 2017:


Revenue

Earnings (loss) from operations


External

Intersegment

Total

External

Intersegment

Total

Manufacturing
   $ 1,725,188    $ 19,291 $ 1,744,479 $ 295,334 $ 1,022 $ 296,356
Wheels, Repair & Parts
   312,679    30,861 343,540 14,984 2,303 17,287
Leasing & Services
   131,297    11,812 143,109 31,904 11,099 43,003
Eliminations
   –    (61,964 ) (61,964 ) – (14,424 ) (14,424 )
Corporate
   –    – – (81,790 ) – (81,790 )

   $ 2,169,164    $ – $ 2,169,164 $ 260,432 $ – $ 260,432


Years ended August 31,

(In thousands)

2019

2018

2017

Assets:

Manufacturing
   $ 1,606,571    $ 1,020,757    $ 914,450
Wheels, Repair & Parts
   306,725    306,756    236,315
Leasing & Services
   708,799    578,818    535,323
Unallocated
   368,542    559,133    711,617

   $ 2,990,637    $ 2,465,464    $ 2,397,705

Depreciation and amortization:

Manufacturing
   $ 49,240    $ 44,225    $ 33,807
Wheels, Repair & Parts
   13,024    10,771    11,143
Leasing & Services
   21,467    19,360    20,179

   $ 83,731    $ 74,356    $ 65,129

Capital expenditures:

Manufacturing
   $ 85,155    $ 59,707    $ 54,973
Wheels, Repair & Parts
   13,291    5,204    3,129
Leasing & Services
   99,787    111,937    27,963

   $ 198,233    $ 176,848    $ 86,065

Summary of Selected Geographic Information
The following table summarizes selected geographic information.


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
(1)
:

U.S.    $ 2,115,934    $ 1,840,877    $ 1,674,517
Foreign    917,657    678,587    494,647

   $ 3,033,591    $ 2,519,464    $ 2,169,164

Assets:

U.S.    $ 2,110,864    $ 1,677,144    $ 1,307,239
Mexico    628,511    517,543    791,974
Europe    251,262    270,777    298,492

   $ 2,990,637    $ 2,465,464    $ 2,397,705

(1)

Revenue is presented on the basis of geographic location of customers.

Reconciliation of Earnings from Operations to Earnings Before Income Tax and Earnings (Loss) from Unconsolidated Affiliates
Reconciliation of Earnings from operations to Earnings before income tax and loss from unconsolidated affiliates:


Years ended August 31,

(In thousands)

2019

2018

2017

Earnings from operations
   $ 184,116    $ 252,985    $ 260,432
Interest and foreign exchange
   30,912    29,368    24,192

Earnings before income tax and loss from unconsolidated affiliates
   $ 153,204    $ 223,617    $ 236,240

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Income Taxes - Additional information (Detail) - USD ($)
$ in Millions
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Operating Loss Carryforwards [Line Items]

Statutory federal corporate tax rate 21.00% 25.70% 35.00%

Tax benefit due to remeasurement of deferred tax assets and liabilities $ 33.6

Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Transition Tax for Accumulated Foreign Earnings, Provisional Income Tax Expense $ 8.9 6.9

Income tax and earnings from unconsolidated affiliates,Domestic u.s. operations 75.0 110.8 $ 123.2

Income tax and earnings from unconsolidated affiliates,Foreign operations 78.2 112.8 $ 113.0

Net increase (Decrease) in the valuation allowance 0.1

Unrecognized tax benefits, excluding interest 1.6 1.6

Accrued interest related to uncertain tax provisions 0.6 0.2

Interest benefit relating to reserves for uncertain tax provisions 0.4 $ 0.4

State

Operating Loss Carryforwards [Line Items]

Credit carryforwards $ 1.4

Credit carryforwards expiration Year 2021

Foreign

Operating Loss Carryforwards [Line Items]

Operating loss carryforwards $ 19.6

Operating loss carryforwards expiration dates 2020

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Segment Information - Additional Information (Detail)
12 Months Ended

Aug. 20, 2018

Facility

Segment

Aug. 19, 2018

Segment

Aug. 31, 2019

Segment

Segment Reporting Information [Line Items]

Number of reportable segments | Segment 3 4 3

Number of railcars repair shops returned to business | Facility 12

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Quarterly Results of Operations (Unaudited) (Tables)
12 Months Ended

Aug. 31, 2019

Quarterly Financial Data
Quarterly Results of Operations (Unaudited)

(In thousands, except per share amount)

First

Second

Third

Fourth

Total

2019

Revenue

Manufacturing
   $ 471,789 $ 476,019 $ 681,588 $ 802,103 $ 2,431,499
Wheels, Repair & Parts
   108,543 125,278 124,980 85,701 444,502
Leasing & Services
   24,191 57,374 49,584 26,441 157,590

   604,523 658,671 856,152 914,245 3,033,591
Cost of revenue

Manufacturing
   417,805 442,996 590,788 686,036 2,137,625
Wheels, Repair & Parts
   100,978 118,455 119,821 81,636 420,890
Leasing & Services
   13,207 43,376 38,971 13,036 108,590

   531,990 604,827 749,580 780,708 2,667,105

Margin
   72,533 53,844 106,572 133,537 366,486
Selling and administrative
   50,432 47,892 54,377 60,607 213,308
Net gain on disposition of equipment
   (14,353 ) (12,102 ) (11,019 ) (3,489 ) (40,963 )
Goodwill impairment
   – – 10,025 – 10,025

Earnings from operations
   36,454 18,054 53,189 76,419 184,116

Other costs

Interest and foreign exchange
   4,404 9,237 9,770 7,501 30,912

Earnings before income tax and earnings (loss) from unconsolidated affiliates
   32,050 8,817 43,419 68,918 153,204

Income tax expense
   (9,135 ) (2,248 ) (13,008 ) (17,197 ) (41,588 )

Earnings (loss) from unconsolidated affiliates
   467 (786 ) (4,564 ) (922 ) (5,805 )

Net earnings
   23,382 5,783 25,847 50,799 105,811
Net earnings attributable to noncontrolling interest
   (5,426 ) (3,018 ) (10,599 ) (15,692 ) (34,735 )

Net earnings attributable to Greenbrier
   $ 17,956 $ 2,765 $ 15,248 $ 35,107 $ 71,076

Basic earnings per common share:
(1)
   $ 0.55 $ 0.08 $ 0.47 $ 1.08 $ 2.18
Diluted earnings per common share:
(1)
   $ 0.54 $ 0.08 $ 0.46 $ 1.06 $ 2.14

(1)
Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

Quarterly Results of Operations (Unaudited)

(In thousands, except per share amount)

First

Second

Third

Fourth

Total

2018

Revenue

Manufacturing
   $ 451,485 $ 511,827 $ 510,099 $ 571,175 $ 2,044,586
Wheels, Repair & Parts
   78,011 88,710 94,515 85,787 347,023
Leasing & Services
   30,039 28,799 36,773 32,244 127,855

   559,535 629,336 641,387 689,206 2,519,464
Cost of revenue

Manufacturing
   380,850 429,165 427,875 489,517 1,727,407
Wheels, Repair & Parts
   72,506 80,708 85,850 79,266 318,330
Leasing & Services
   16,865 14,116 19,155 14,536 64,672

   470,221 523,989 532,880 583,319 2,110,409

Margin
   89,314 105,347 108,507 105,887 409,055
Selling and administrative
   47,043 50,294 51,793 51,309 200,439
Net gain on disposition of equipment
   (19,171 ) (5,817 ) (14,825 ) (4,556 ) (44,369 )

Earnings from operations
   61,442 60,870 71,539 59,134 252,985

Other costs

Interest and foreign exchange
   7,020 7,029 6,533 8,786 29,368

Earnings before income tax and earnings (loss) from unconsolidated affiliates
   54,422 53,841 65,006 50,348 223,617

Income tax benefit (expense)
   (18,135 ) 11,301 (15,944 ) (10,115 ) (32,893 )

Earnings (loss) from unconsolidated affiliates
   (2,910 ) 147 (12,823 ) (3,075 ) (18,661 )

Net earnings
   33,377 65,289 36,239 37,158 172,063
Net earnings attributable to noncontrolling interest
   (7,124 ) (3,647 ) (3,288 ) (6,223 ) (20,282 )

Net earnings attributable to Greenbrier
   $ 26,253 $ 61,642 $ 32,951 $ 30,935 $ 151,781

Basic earnings per common share:
(1)
   $ 0.90 $ 2.10 $ 1.03 $ 0.95 $ 4.92
Diluted earnings per common share:
(1)
   $ 0.83 $ 1.91 $ 1.01 $ 0.94 $ 4.68

(1)
Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted 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 2.875% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.

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Equipment on Operating Leases, Net - Aggregate Minimum Future Amounts Receivable Under All Non-Cancelable Operating Leases and Subleases (Detail)
$ in Thousands

Aug. 31, 2019

USD ($)

Future Minimum Payments Receivable [Line Items]

2020 $ 23,490

2021 20,076

2022 17,949

2023 13,717

2024 9,450

Thereafter 5,583

Operating Leases, Future Minimum Payments Receivable, Total $ 90,265

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Revolving Notes - Additional Information (Detail)
$ in Millions
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Aug. 31, 2019

USD ($)

Facility

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Line of Credit Facility [Line Items]

Debt instrument, percentage points added to the reference rate 0.50%

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Letter of credit facility outstanding amount $ 27.1 $ 27.7

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Line of Credit Facility [Line Items]

Line of credit maturity date 2019-12

European Line of Credit, 2nd Component of Senior Secured Credit Facilities | Maximum

Line of Credit Facility [Line Items]

Line of credit maturity date 2021-11

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Line of Credit Facility [Line Items]

Debt instrument, percentage points added to the reference rate 1.10%

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Debt instrument, percentage points added to the reference rate 1.10%

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Line of credit facility maximum capacity $ 50.0

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Line of credit facility maximum capacity $ 30.0

Line of credit facility borrowings outstanding due period 2024-03

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Line of credit facility maximum capacity $ 20.0

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Goodwill - Schedule of Changes in Carrying Value of Goodwill (Detail)
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12 Months Ended

Aug. 31, 2019

USD ($)

Goodwill [Line Items]

Beginning balance $ 78,211

Addition 63,570 ^[1]

Translation (1,809)

Goodwill impairment (10,025)

Ending balance 129,947

Gross goodwill balance before accumulated goodwill impairment losses and other reductions 292,497

Accumulated goodwill impairment losses (138,234)

Accumulated other reductions (24,316)

Manufacturing

Goodwill [Line Items]

Beginning balance 27,083

Addition 61,408 ^[1]

Translation (1,809)

Ending balance 86,682

Wheels, Repair & Parts

Goodwill [Line Items]

Beginning balance 51,128

Addition 2,162 ^[1]

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Ending balance $ 43,265

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Acquisitions - Purchase Price of Net Assets Acquired (Detail) - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

Aug. 20, 2018

Jun. 01, 2017

Business Acquisition [Line Items]

Goodwill $ 129,947 $ 78,211

Net assets acquired $ 57,600

Greenbrier-Astra Rail

Business Acquisition [Line Items]

Cash and cash equivalents $ 6,562

Accounts receivable, net 10,984

Inventories 30,454

Property, plant and equipment, net 75,296

Intangibles and other assets, net 17,300

Goodwill 25,746

Total assets acquired 166,342

Accounts payable and accrued liabilities 17,879

Deferred income taxes 7,292

Deferred revenue 964

Notes payable, net 24,382

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Net assets acquired $ 115,825

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Comprehensive income attributable to Greenbrier $ 49,627 $ 134,694 $ 136,541

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Aug. 31, 2018

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As of August 31,

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2019

2018

Term loans
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2.875% Convertible senior notes, due 2024
   275,000 275,000
2.25% Convertible senior notes, due 2024
   50,000 –
Other notes payable
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   $ 860,545 $ 469,721
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(In thousands)

Year ending August 31,

2020
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2021
   30,921
2022
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2023
   22,907
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(1)
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Schedule of Changes in Carrying Value of Goodwill
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(In thousands)

Manufacturing

Wheels,
Repair & Parts

Leasing
& Services

Total

Balance August 31, 2018
   $ 27,083 $ 51,128 $ –    $ 78,211
Additions
(1)
   61,408 2,162 –    63,570
Translation
   (1,809 ) – –    (1,809 )
Goodwill Impairment
   – (10,025 )         –    (10,025 )

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   $ 86,682 $ 43,265 $ –    $ 129,947

(1)
Additions to goodwill relate to purchase price adjustments for the GBW repair shop transaction (Wheels, Repair & Parts) and the Rayvag acquisition (Manufacturing) and the acquisition of ARI (Manufacturing). See Note 4 – Acquisitions.

(In thousands)

Goodwill

Gross goodwill balance before accumulated goodwill impairment losses and other reductions
   $ 292,497
Accumulated goodwill impairment losses
   (138,234 )
Accumulated other reductions
   (24,316 )

Balance August 31, 2019
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Aug. 31, 2017

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Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
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Aug. 31, 2018

Aug. 31, 2017

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Net earnings $ 105,811 $ 172,063 $ 160,462

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Depreciation and amortization 83,731 74,356 65,129

Net gain on disposition of equipment (40,963) (44,369) (9,740)

Stock based compensation expense 11,153 29,314 26,427

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Noncontrolling interest adjustments 7,402 2,864 (677)

Goodwill impairment 10,025

Other 145 1,688 (845)

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Accounts receivable, net 13,022 (83,551) (25,272)

Inventories (143,168) (26,592) (2,787)

Leased railcars for syndication (96,110) (54,023) 41,015

Other 6,843 34,115 17,558

Increase (decrease) in liabilities:

Accounts payable and accrued liabilities 55,910 54,032 (25,422)

Deferred revenue (19,275) (20,231) 33,039

Net cash provided by (used in) operating activities (21,241) 103,341 285,604

Cash flows from investing activities:

Acquisitions, net of cash acquired (361,878) (34,874) (27,127)

Proceeds from sales of assets 125,427 153,224 24,149

Capital expenditures (198,233) (176,848) (86,065)

Investment in and advances to unconsolidated affiliates (11,393) (26,455) (40,632)

Cash distribution from joint ventures 2,096 4,661 550

Net cash used in investing activities (443,981) (80,292) (129,125)

Cash flows from financing activities

Net changes in revolving notes with maturities of 90 days or less (105) 23,401 4,324

Proceeds from issuance of notes payable 525,000 13,771 276,093

Repayments of notes payable (182,971) (22,269) (8,297)

Debt issuance costs (8,630) (9,082)

Dividends (33,193) (29,914) (24,890)

Cash distribution to joint venture partner (16,879) (73,033) (28,511)

Investment by joint venture partner 6,500

Tax payments for net share settlement of restricted stock (6,321) (7,723) (5,215)

Net cash provided by (used in) financing activities 276,901 (89,267) 204,422

Effect of exchange rate changes (12,666) (14,666) 12,499

Increase (decrease) in cash and cash equivalents and restricted cash (200,987) (80,884) 373,400

Cash and cash equivalents and restricted cash

Beginning of period 539,474 620,358 246,958

End of period 338,487 539,474 620,358

Balance Sheet Reconciliation:

Cash and cash equivalents 329,684 530,655 611,466

Restricted cash 8,803 8,819 8,892

Total cash and cash equivalents and restricted cash as presented above 338,487 539,474 620,358

Cash paid during the period for:

Interest 18,330 18,878 13,962

Income taxes, net 62,084 66,423 45,280

Non-cash activity

Transfer from Leased railcars for syndication and Inventories to Equipment on operating leases, net 43,845 20,945 8,668

Capital expenditures accrued in Accounts payable and accrued liabilities 19,385 13,534 16,145

Change in Accounts payable and accrued liabilities associated with dividends declared 19 (72) (252)

Change in Accounts payable and accrued liabilities associated with cash distributions to joint venture partner (1,146) 14 $ 484

Conversion of 3.5% Convertible notes $ 118,887

2.25% Convertible Notes, due 2024

Non-cash activity

Issuance of 2.25% Convertible notes in connection with the acquisition of the manufacturing business of ARI $ 50,000

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Segment Information - Segments Internal Financial Reports (Detail) - USD ($)
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May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

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Capital expenditures 198,233 176,848 86,065

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Wheels, Repair & Parts

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Revenues 2,528,585 2,162,743 1,744,479

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Assets 1,606,571 1,020,757 1,606,571 1,020,757 914,450

Depreciation and amortization 49,240 44,225 33,807

Capital expenditures 85,155 59,707 54,973

Operating Segments | Wheels, Repair & Parts

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Revenues 492,768 388,517 343,540

Earnings (loss) from operations (2,039) 19,479 17,287

Assets 306,725 306,756 306,725 306,756 236,315

Depreciation and amortization 13,024 10,771 11,143

Capital expenditures 13,291 5,204 3,129

Operating Segments | Leasing & Services

Segment Reporting Information [Line Items]

Revenues 185,830 139,702 143,109

Earnings (loss) from operations 90,290 98,777 43,003

Assets 708,799 578,818 708,799 578,818 535,323

Depreciation and amortization 21,467 19,360 20,179

Capital expenditures 99,787 111,937 27,963

Operating Segments | Unallocated Amount to Segment

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Intersegment Eliminations

Segment Reporting Information [Line Items]

Revenues (173,592) (171,498) (61,964)

Earnings (loss) from operations (32,799) (30,765) (14,424)

Intersegment Eliminations | Manufacturing

Segment Reporting Information [Line Items]

Revenues 97,086 118,157 19,291

Earnings (loss) from operations 6,370 17,721 1,022

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Revenues 48,266 41,494 30,861

Earnings (loss) from operations 902 2,748 2,303

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Revenues 28,240 11,847 11,812

Earnings (loss) from operations 25,527 10,296 11,099

Corporate, Non-Segment

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Earnings (loss) from operations $ (95,289) $ (93,128) $ (81,790)

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Aug. 31, 2019

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    2018

Manufacturing supplies and raw materials
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Work-in-process
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Finished goods
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2017

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Summary of Significant Accounting Policies - Estimated Useful Lives (Detail)
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Property Plant and Equipment Estimated Useful Lives [Line Items]

Property, Plant and Equipment useful life 35 years

Building and improvements | Minimum

Property Plant and Equipment Estimated Useful Lives [Line Items]

Property, Plant and Equipment useful life 10 years

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Notes Payable, Net - Principal Payments on Notes Payable (Detail) - USD ($)
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Aug. 31, 2018

Debt Instrument [Line Items]

2020 $ 29,084

2021 30,921

2022 23,258

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2024 ^[1] 754,375

Thereafter 0

Notes payable, gross $ 860,545 $ 469,721

[1] The repayment of the $275.0 million of Convertible senior notes due February 2024 and the $50.0 million of Convertible senior notes due July 2024 is assumed to occur at the scheduled maturity in 2024 instead of assuming an earlier conversion by the holders.

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$ in Thousands
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Aug. 31, 2019

Aug. 31, 2018

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) recognized in income on derivatives $ 213 $ 1,051

Gain (loss) recognized in OCI on derivatives (effective portion) (13,264) (119)

Gain (loss) reclassified accumulated OCI income (effective portion) (2,339) 418

Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing) 1,694 1,160

Foreign Exchange Forward | Interest and Foreign Exchange

Derivative Instruments, Gain (Loss) [Line Items]

Gain (loss) recognized in income on derivatives 213 1,052

Foreign Exchange Forward | Sales

Derivative Instruments, Gain (Loss) [Line Items]

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Gain (loss) reclassified accumulated OCI income (effective portion) (764) 1,145

Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing) 1,346 854

Foreign Exchange Forward | Cost Of Revenue

Derivative Instruments, Gain (Loss) [Line Items]

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Interest rate swap contracts | Interest and Foreign Exchange

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Gain (loss) recognized in income on derivatives (1)

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Revenue Recognition - Additional information (Detail)
$ in Millions
12 Months Ended

Aug. 31, 2019

USD ($)

Revenue From Contract With Customers [Line Items]

Revenue recognized from contract with customers liability $ 11.3

Railcar sales

Revenue From Contract With Customers [Line Items]

Expected revenue recognized in the reminder of fiscal year 1,900.0

Services

Revenue From Contract With Customers [Line Items]

Expected revenue recognized in the reminder of fiscal year $ 153.0

Expected performance percentage 51.00%

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Intangibles and Other Assets, net
12 Months Ended

Aug. 31, 2019

Intangibles and Other Assets, net
Note 10 - 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:


    As of August 31,

(In thousands)

    2019

    2018

Intangible assets subject to amortization:

Customer and supplier relationships
   $ 89,722 $ 73,601
Accumulated amortization
   (48,850 ) (44,656 )
Other intangibles
   34,031 15,219
Accumulated amortization
   (6,908 ) (5,319 )

   67,995 38,845

Intangible assets not subject to amortization
   5,450 5,115
Prepaid and other assets
   15,749 18,935
Nonqualified savings plan investments
   27,967 26,299
Debt issuance costs, net
   4,568 1,824
Assets held for sale
   3,650 3,650

   $ 125,379 $ 94,668

Amortization expense for the years ended August 31, 2019, 2018 and 2017 was $6.3 million, $5.3 million and $4.8 million, respectively. Amortization expense for the years ending August 31, 2020, 2021, 2022, 2023 and 2024 is expected to be $10.9 million, $10.9 million, $7.6 million, $6.3 million and $6.3 million, respectively.

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Notes Payable, net
12 Months Ended

Aug. 31, 2019

Notes Payable, net
Note 14 - Notes Payable, net


As of August 31,

(In thousands)

2019

2018

Term loans
   $ 521,544 $ 179,923
2.875% Convertible senior notes, due 2024
   275,000 275,000
2.25% Convertible senior notes, due 2024
   50,000 –
Other notes payable
   14,001 14,798

   $ 860,545 $ 469,721
Debt discount and issuance costs
   (37,660 ) (33,516 )

   $ 822,885 $ 436,205

Term loans are primarily composed of:
•
$300 million of senior term debt, with a maturity date of June 2024 unless the Convertible senior notes due July 2024 are outstanding as of November 1, 2023, in which case the debt matures on that date. The debt bears a floating interest rate of LIBOR plus 1.5% with principal of $3.75 million paid quarterly in arrears and a balloon payment of $232.5 million due at maturity. An interest rate swap agreement was entered into on 50% of the initial balance to swap the floating interest rate of LIBOR plus 1.5% to a fixed rate of 3.19%. The principal balance as of August 31, 2019 was $300.0 million.
•
$225 million of senior term debt, with a maturity date of September 2023, which is secured by a pool of leased railcars. The debt bears a floating interest rate of LIBOR plus 1.5% with principal of $1.97 million paid quarterly in arrears and a balloon payment of $185.6 million due at maturity. An interest rate swap agreement was entered into on 50% of the initial balance to swap the floating interest rate of LIBOR plus 1.5% to a fixed rate of 4.49%. The principal balance as of August 31, 2019 was $217.1 million.
•
Other term loans with an aggregate balance of $4.4 million as of August 31, 2019 and maturity dates ranging from April 2020 to September 2022.
Convertible senior notes, due 2024, bear interest at a fixed rate of 2.875%, paid semi-annually in arrears on February 1
st
and August 1
st
. The convertible notes mature on February 1, 2024, unless earlier repurchased by the Company or converted in accordance with their terms. Upon the satisfaction of certain conditions, holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date. The convertible notes are senior unsecured obligations and rank equally with other senior unsecured debt. The convertible notes are convertible into shares of the Company’s common stock, at an initial conversion rate of 16.6234 shares per $1,000 principal amount of the notes (which is equal to an initial conversion price of $60.16 per share). The initial conversion rate and conversion price are subject to adjustment upon the occurrence of certain events, such as distributions, dividends or stock splits. There were $33.1 million of initial debt discount and $8.0 million of original debt issuance costs included in Notes Payable, net on the Company’s Consolidated Balance Sheet. The debt discount represents the difference between the debt principal and the value of a similar debt instrument that does not have a conversion feature at issuance. The debt discount is being amortized using the effective interest rate method through February 2024 and the amortization expense is included in Interest and Foreign exchange on the Company’s Consolidated Statement of Income. In accordance with ASC
470-20,
the Company separately accounts for the liability component (debt principal net of debt discount) and equity component. The liability component is recognized as the fair value of a similar instrument that does not have a conversion feature at issuance. To determine the fair value of the liability component, the Company assumed an interest rate of approximately 5% which resulted in a fair value of $241.9 million. The equity component, which is the conversion feature at issuance, is recognized as the difference between the proceeds from the issuance of the notes ($275 million) and the fair value of the liability component ($241.9 million). As of August 31, 2019 and 2018, the equity component was $33.1 million which was recorded on the Company’s Consolidated Balance Sheet in Additional
paid-in
capital, net of tax of $12.3 million. As of August 31, 2019, the Company has reserved approximatel
y 6.3 m
illion shares for issuance upon conversion of these notes.
Convertible senior notes, due 2024, bear interest at a fixed rate of 2.25%, paid semi-annually in arrears on February 1
st
and August 1
st
. The convertible notes mature on July 26, 2024, unless earlier repurchased by the Company or converted in accordance with their terms. Upon the satisfaction of certain conditions, holders may convert at their option at any time prior to the business day immediately preceding the stated maturity date. The convertible notes are senior unsecured obligations and rank equally with other senior unsecured debt. The convertible notes are convertible into shares of the Company’s common stock, at an initial conversion rate of 22.1910 shares per $1,000 principal amount of the notes (which is equal to an initial conversion price of $45.06 per share). The initial conversion rate and conversion price are subject to adjustment upon the occurrence of certain events, such as distributions, dividends or stock splits. There was $4.9 million of initial debt discount included in Notes Payable, net on the Company’s Consolidated Balance Sheet. The debt discount represents the difference between the debt principal and the value of a similar debt instrument that does not have a conversion feature at issuance. The debt discount is being amortized using the effective interest rate method through July 2024 and the amortization expense is included in Interest and Foreign exchange on the Company’s Consolidated Statement of Income. In accordance with ASC
470-20,
the Company separately accounts for the liability component (debt principal net of debt discount) and equity component. The liability component is recognized as the fair value of a similar instrument that does not have a conversion feature at issuance. To determine the fair value of the liability component, the Company assumed an interest rate of approximately 5% which resulted in a fair value of $45.1 million. The equity component, which is the conversion feature at issuance, is recognized as the difference between the proceeds from the issuance of the notes (fair value of $50 million) and the fair value of the liability component ($45.1 million). As of August 31, 2019, the equity component was $4.9 million which was recorded on the Company’s Consolidated Balance Sheet in Additional
paid-in
capital, net of tax of $1.2 million. As of August 31, 2019, the Company has reserved approximately 1.5 million shares for issuance upon conversion of these notes.
Other notes payable includes $14.0 million of unsecured debt with maturity dates of November 2019 and September 2020.

The notes payable, along with the revolving and operating lines of credit, contain certain covenants with respect to the Company and various subsidiaries, the most restrictive of which, among other things, limit the ability to: incur additional indebtedness or guarantees; pay dividends or repurchase stock; enter into capital leases; 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 the Company’s 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 and rent) coverage.
As of August 31, 2019 principal payments on the notes payable are expected as follows:

(In thousands)

Year ending August 31,

2020
   $ 29,084
2021
   30,921
2022
   23,258
2023
   22,907
2024
(1)
   754,375
Thereafter
   –

   $ 860,545

(1)
The repayment of the $275.0 million of Convertible senior notes due February 2024 and the $50.0 million of Convertible senior notes due July 2024 is assumed to occur at the scheduled maturity in 2024 instead of assuming an earlier conversion by the holders.

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Related Party Transactions
12 Months Ended

Aug. 31, 2019

Related Party Transactions
Note 18 - Related Party Transactions
In June 2017, the Company purchased a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. The railcars sold to this leasing warehouse are principally built by Greenbrier. The Company accounts for this leasing warehouse investment under the equity method of accounting. As of August 31, 2019, the carrying amount of the investment was $5.8 million which is classified in Investment in unconsolidated affiliates in the Consolidated Balance Sheet. Upon sale of railcars to this entity from Greenbrier, 60% of the related revenue and margin is recognized and 40% is deferred until the railcars are ultimately sold by the entity. The Company recognized $18 million, $16 million and $130 million in revenue associated with railcars sold into the leasing warehouse during the years ended August 31, 2019, 2018 and 2017, respectively. An additional $6 million and $48 million in revenue was recognized associated with railcars sold out of the leasing warehouse during the years ended August 31, 2019 and 2018, respectively. The Company also provides administrative and remarketing services to this entity and earns management fees for these services which were immaterial for the year ended August 31, 2019, 2018 and 2017.
As of August 31, 2019, the Company had a $10.0 million note receivable from Amsted-Maxion, its unconsolidated Brazilian castings and components manufacturer and an $18.4 million note receivable balance from Greenbrier-Maxion, its unconsolidated Brazilian railcar manufacturer. These note receivables are included on the Consolidated Balance Sheet in Accounts receivable, net.
The Company has a 41.9% interest in Axis, LLC (Axis), a joint venture that manufactures and sells axles to its joint venture partners for use and distribution both domestically and internationally in traditional freight railcar markets and other railcar markets. The Company obtained its ownership interest in Axis as part of the acquisition of the manufacturing business of ARI on July 26, 2019. For the year ended August 31, 2019, the Company purchased $1.6 million of railcar components from Axis.
Mr. Furman is the owner of a private aircraft managed by a private independent management company. From time to time, the Company’s business requires charter use of privately-owned aircraft. In such instances, it is possible that charters may be placed on Mr. Furman’s aircraft. The Company placed charters on Mr. Furman’s aircraft aggregating $1.5 million, $0.5 million and $0.5 million for each of the years ended August 31, 2019, 2018 and 2017, respectively.

In July 2014, the Company and Watco Companies LLC completed the formation of GBW, an unconsolidated 50/50 joint venture. The Company accounted for its interest in GBW under the equity method of accounting. On August 20, 2018 we entered into an agreement with our joint venture partner to discontinue the GBW railcar repair joint venture. The Company leased real and personal property to GBW with lease revenue totaling approximately $5 million for the years ended August 31, 2018 and 2017. The Company sold wheel sets and components to GBW which totaled $16.5 million and $18.3 million for the years ended August 31, 2018 and 2017, respectively. GBW provided services to the Company which totaled $0.4 million and $1.0 million for the years ended August 31, 2018 and 2017, respectively.

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Lease Commitments - Aggregate Minimum Future Amounts Payable Under Non-Cancelable Railcar Equipment Leases (Detail) - Railcar Equipment
$ in Thousands

Aug. 31, 2019

USD ($)

Operating Leased Assets [Line Items]

2020 $ 6,200

2021 2,965

2022 1,762

2023 1,762

2024 1,413

Thereafter 376

Operating Leases, Future Minimum Payments Due, Total $ 14,478

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Investments In Unconsolidated Affiliates (Tables)
12 Months Ended

Aug. 31, 2019

GBW Railcar Services LLC

Schedule of Summarized Financial Data
Summarized financial data for GBW is as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 1,248    $ 8,531
Total assets
   $ 1,248    $ 8,531
Current liabilities
   $ 1,248    $ 23,283
Total liabilities
   $ 1,248    $ 23,283


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 879 $ 238,033 $ 253,436
Margin
   $ (1,126 ) $ (6,047 ) $ (4,058 )
Net loss
(1)
   $ (4,104 ) $ (51,679 ) $ (36,947 )
(1)
In 2018 and 2017, GBW recorded a
pre-tax
goodwill impairment loss of $26.4 million and $11.2 million, respectively.

Greenbrier-Maxion

Schedule of Summarized Financial Data
Summarized financial data for Greenbrier-Maxion is as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 39,768    $ 41,619
Total assets
   $ 85,167    $ 61,034
Current liabilities
   $ 62,541    $ 38,027
Total liabilities
   $ 74,261    $ 41,539


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 99,547 $ 187,664 $ 228,510
Margin
   $ 2,017 $ 10,086 $ 24,372
Net income (loss)
   $ (9,144 ) $ (3,006 ) $ 1,378

Amsted-Maxion

Schedule of Summarized Financial Data
Summarized financial data for Amsted-Maxion is as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 25,220    $ 21,463
Total assets
   $ 107,451    $ 111,589
Current liabilities
   $ 54,445    $ 27,981
Total liabilities
   $ 88,016    $ 83,407


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 86,421 $ 96,490 $ 90,114
Margin
   $ 4,949 $ 8,001 $ 5,983
Net loss
   $ (9,268 ) $ (9,590 ) $ (20,114 )

Other Unconsolidated Affiliates

Schedule of Summarized Financial Data
Summarized financial information, shown as 100% of these other unconsolidated affiliates in aggregate are as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 45,287    $ 32,168
Total assets
   $ 255,549    $ 239,535
Current liabilities
   $ 9,836    $ 3,647
Total liabilities
   $ 49,747    $ 52,852


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 50,423    $ 25,549    $ 39,161
Margin
   $ 19,877    $ 11,360    $ 8,015
Net income
   $ 12,751    $ 6,988    $ 5,202

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Consolidated Statements of Equity (Parenthetical) - $ / shares
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Cash dividend per share $ 1.00 $ 0.96 $ 0.86

2018 Convertible Senior Notes

Debt instrument, interest rate 3.50%

2024 Convertible Senior Notes

Debt instrument, interest rate 2.25% 2.875%

2024 Convertible Senior Notes Issuance Costs

Debt instrument, interest rate 2.875%

Equity Excluding Contingently Redeemable Noncontrolling Interest [Member]

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Acquisitions (Tables)
12 Months Ended

Aug. 31, 2019

American Rail car Industries

Preliminary Allocation of Purchase Price Based on Fair Value of Net Assets Acquired
The preliminary purchase price of the net assets acquired from ARI was allocated as follows:

(in thousands)

Accounts receivable, net
   $ 28,257
Inventories
   98,227
Property, plant and equipment, net
   225,045
Investments in unconsolidated affiliates
   40,314
Intangibles and other assets, net
   36,785
Goodwill
   56,816

Total assets acquired
   485,444

Total liabilities assumed
   67,174

Net assets acquired
   $ 418,270

Schedule of Identified Intangible Assets Assumed In the Acquisition
The identified intangible assets assumed in the acquisition were recognized as follows:

(In thousands)

Fair value

Weighted average
estimated useful life
(in years)

Trademarks and patents
   $ 19,500    9
Customer and supplier relationships
   16,071    7

Identified intangible assets subject to amortization
   35,571
Other identified intangible assets not subject to amortization
   860

Total identified intangible assets
   $ 36,431

Schedule of Unaudited Pro Forma Financial Information


As of August 31,

(In thousands, except per share amounts)

2019

2018

Revenue
   $ 3,462,255    $ 2,893,400
Net earnings attributable to Greenbrier
   $ 57,284    $ 137,399
Basic earnings per common share
   $ 1.76    $ 4.45
Diluted earnings per common share
   $ 1.73    $ 4.25

Greenbrier-Astra Rail

Preliminary Allocation of Purchase Price Based on Fair Value of Net Assets Acquired
The purchase price of the net assets acquired from Astra was allocated as follows:

(in thousands)

Cash and cash equivalents
   $ 6,562
Accounts receivable, net
   10,984
Inventories
   30,454
Property, plant and equipment, net
   75,296
Intangibles and other assets, net
   17,300
Goodwill
   25,746

Total assets acquired
   166,342
Accounts payable and accrued liabilities
   17,879
Deferred income taxes
   7,292
Deferred revenue
   964
Notes payable, net
   24,382

Total liabilities assumed
   50,517
Net assets acquired
   $ 115,825


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Segment Information - Summary of Geographic Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Segment Reporting, Revenue Reconciling Item [Line Items]

Revenue $ 914,245 $ 856,152 $ 658,671 $ 604,523 $ 689,206 $ 641,387 $ 629,336 $ 559,535 $ 3,033,591 $ 2,519,464 $ 2,169,164

Assets 2,990,637 2,465,464 2,990,637 2,465,464 2,397,705

UNITED STATES

Segment Reporting, Revenue Reconciling Item [Line Items]

Revenue ^[1] 2,115,934 1,840,877 1,674,517

Assets 2,110,864 1,677,144 2,110,864 1,677,144 1,307,239

Foreign

Segment Reporting, Revenue Reconciling Item [Line Items]

Revenue ^[1] 917,657 678,587 494,647

Mexico

Segment Reporting, Revenue Reconciling Item [Line Items]

Assets 628,511 517,543 628,511 517,543 791,974

Europe

Segment Reporting, Revenue Reconciling Item [Line Items]

Assets $ 251,262 $ 270,777 $ 251,262 $ 270,777 $ 298,492

[1] Revenue is presented on the basis of geographic location of customers.

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Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
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Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Revenue

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Selling and administrative 213,308 200,439 170,607

Net gain on disposition of equipment (40,963) (44,369) (9,740)

Goodwill impairment 10,025

Earnings from operations 184,116 252,985 260,432

Other costs

Interest and foreign exchange 30,912 29,368 24,192

Earnings before income tax and loss from unconsolidated affiliates 153,204 223,617 236,240

Income tax expense (41,588) (32,893) (64,014)

Earnings before loss from unconsolidated affiliates 111,616 190,724 172,226

Loss from unconsolidated affiliates (5,805) (18,661) (11,764)

Net earnings 105,811 172,063 160,462

Net earnings attributable to noncontrolling interest (34,735) (20,282) (44,395)

Net earnings attributable to Greenbrier $ 71,076 $ 151,781 $ 116,067

Basic earnings per common share $ 2.18 ^[1] $ 4.92 ^[2] $ 3.97 ^[1]

Diluted earnings per common share ^[3] $ 2.14 $ 4.68 $ 3.65

Weighted average common shares:

Basic ^[4] 32,615 30,857 29,225

Diluted 33,165 32,835 32,562

Dividends declared per common share $ 1.00 $ 0.96 $ 0.86

Manufacturing

Revenue

Revenue $ 2,431,499 $ 2,044,586 $ 1,725,188

Cost of revenue

Cost of revenue 2,137,625 1,727,407 1,373,967

Earnings from operations 217,583 240,901 295,334

Wheels, Repair & Parts

Revenue

Revenue 444,502 347,023 312,679

Cost of revenue

Cost of revenue 420,890 318,330 288,336

Earnings from operations (2,941) 16,731 14,984

Leasing & Services

Revenue

Revenue 157,590 127,855 131,297

Cost of revenue

Cost of revenue 108,590 64,672 85,562

Earnings from operations $ 64,763 $ 88,481 $ 31,904

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[2] Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted 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 2.875% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.

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[4] Restricted stock grants and restricted stock units that are considered participating securities, 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. No restricted stock and restricted stock units were anti-dilutive for the years ended August 31, 2019, 2018 and 2017.

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Warranty Accrual (Tables)
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Warranty Accrual

As of August 31,

(In thousands)

2019

2018

2017

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   $ 27,395 $ 20,737 $ 12,159
Charged to cost of revenue
   5,014 12,323 6,872
Acquisition
   23,895 – 3,526
Payments
   (8,594 ) (5,217 ) (2,649 )
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   (1,032 ) (448 ) 829

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Aug. 31, 2019

Aug. 31, 2018

Assets:

Derivative financial instruments $ 64 $ 1,557

Nonqualified savings plan investments 27,967 26,299

Cash equivalents 68,100 126,430

Assets, Fair Value Disclosure, Total 96,131 154,286

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Derivative financial instruments 11,279 1,566

Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring

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Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Loss, Net of Tax (Detail)
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12 Months Ended

Aug. 31, 2019

USD ($)

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Amounts reclassified from accumulated other comprehensive loss 1,854

Ending balance 1,276,730

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) [Line Items]

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Ending balance (44,815)

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Accumulated Other Comprehensive Income (Loss) [Line Items]

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Ending balance (8,841)

Foreign Currency Translation Adjustment

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Beginning balance (21,506)

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Ending balance (34,194)

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Beginning balance (1,429)

Other comprehensive loss before reclassifications (351)

Ending balance $ (1,780)

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Notes Payable, Net - Principal Payments on Notes Payable (Parenthetical) (Detail)
$ in Millions
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USD ($)

February 2024 Convertible Senior Notes

Debt Instrument [Line Items]

Convertible senior notes $ 275

July 2024 Convertible Senior Notes

Debt Instrument [Line Items]

Convertible senior notes $ 50

2024 Convertible Senior Notes

Debt Instrument [Line Items]

Debt instrument, redemption, description The repayment of the $275.0 million of Convertible senior notes due February 2024 and the $50.0 million of Convertible senior notes due July 2024 is assumed to occur at the scheduled maturity in 2024 instead of assuming an earlier conversion by the holders.

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Equity - Additional Information (Detail) - USD ($)
12 Months Ended 72 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Aug. 31, 2019

Jan. 05, 2018

Stockholders Equity Note [Line Items]

Shares available for grant 849,522 1,050,675 233,271 849,522

Performance based share based compensation 313,540 317,036 269,705

Share based compensation, non vested shares 397,260 397,260

Additional shares available for grant 397,260

Unamortized compensation cost of restricted stock grants $ 15,000,000 $ 15,000,000

2017 Amended and Restated Stock Incentive Plan

Stockholders Equity Note [Line Items]

Number of shares reserved for future issuance 1,100,000

Maximum aggregate number of common shares authorized for issuance 5,425,000

Selling, Administrative and Cost of Revenue

Stockholders Equity Note [Line Items]

Restricted stock compensation expense $ 12,400,000 $ 17,200,000 $ 20,200,000

Share Repurchase Program - 2014

Stockholders Equity Note [Line Items]

Repurchase of common stock, shares 0 0 3,206,226

Stock repurchase program total cost of repurchased shares $ 137,000,000

Remaining authorized repurchase amount $ 100,000,000 $ 100,000,000

Repurchase program expiration date Mar. 31, 2021

Unvested Restricted Stock Grants

Stockholders Equity Note [Line Items]

Share based compensation, non vested shares 697,949 788,744 697,949

Fair value of awards granted $ 17,400,000 $ 15,200,000 $ 11,300,000

Restricted Stock | Minimum

Stockholders Equity Note [Line Items]

Vesting period of compensation expense 1 year

Restricted Stock | Maximum

Stockholders Equity Note [Line Items]

Vesting period of compensation expense 3 years

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Revenue Recognition - Summary of Contract Balances (Detail) - USD ($)
$ in Thousands
12 Months Ended

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Sep. 01, 2018

Contract with Customer Asset and Liability [Line Items]

Change in contract assets $ 2,968

Change in contract liabilities ^[1] (2,047)

Contract assets 10,196 $ 7,228

Contract liabilities ^[1] $ 39,203 $ 41,250

[1] Contract liabilities balance includes deferred revenue within the scope of the new revenue standard.

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Income Taxes
12 Months Ended

Aug. 31, 2019

Income Taxes
Note 19 - Income Taxes
Components of income tax expense were as follows:


Years ended August 31,

(In thousands)

2019

2018

2017

Current

Federal
   $ 18,894 $ 28,357 $ 22,710
State
   4,775 3,244 305
Foreign
   37,391 38,628 35,893

   61,060 70,229 58,908
Deferred

Federal
   (8,559 ) (33,459 ) 9,418
State
   (2,542 ) (344 ) (1,467 )
Foreign
   (8,433 ) (3,690 ) (2,732 )

   (19,534 ) (37,493 ) 5,219

Change in valuation allowance
   62 157 (113 )

Income tax expense
   $ 41,588 $ 32,893 $ 64,014

Income tax expense was computed using different statutory rates for the years presented. Due to the 2017 Tax Cuts and Jobs Act (Tax Act) enacted on December 22, 2017, the federal statutory rate was reduced from 35% to 21% effective January 1, 2018. The U.S. federal corporate statutory rates presented are 21%, 25.7% and 35% for fiscal years 2019, 2018 and 2017, respectively.
The Company recognized the income tax effects of the Tax Act in its financial statements in accordance with Staff Accounting Bulletin No. 118 (SAB 118), which provided guidance for the application of ASC 740
Income Taxes
, in the reporting period in which the Tax Act was signed into law. During the year ended August 31, 2018, deferred income taxes were remeasured as a result of the new statutory rate resulting in a tax benefit of $33.6 million. The Tax Act also required the Company to accrue a transition tax on foreign earnings not previously subject to U.S. taxation, which resulted in $6.9 million of tax expense in 2018. This benefit was partially offset by a
one-time
accrual of $8.9 million of tax expense related to the transition tax on foreign earnings not previously subject to U.S. taxation. During the year ended August 31, 2019 the Company finalized all accounting for the specific income tax effects of the Tax Act for which the accounting under ASC 740 was previously incomplete.
For the year ended August 31, 2019, the Company has estimated the impacts of the Tax Act which became effective on January 1, 2018. The most significant item, impacting the Company in the current year, is the global intangible
low-taxed
income (GILTI) tax. The Company has made an accounting policy election to treat the GILTI tax as a current period expense and has included it in the financial statements.

The reconciliation between effective and statutory tax rates on operations is as follows:


    Years ended August 31,


    2019

    2018

    2017

Federal statutory rate
   21.0 % 25.7 % 35.0 %
State income taxes, net of federal benefit
   1.3 0.8 0.1
Foreign operations, excluding transition tax
   5.8 1.8 (3.4 )
Transition tax on foreign earnings
   0.5 3.1 –
Remeasurement of domestic deferred taxes
   – (15.0 ) –
Change in valuation allowance
   – 0.1 –
Noncontrolling interest in flow-through entity
   (5.7 ) (2.4 ) (6.0 )
Permanent differences and other
   4.2 0.6 1.4

Effective tax rate
   27.1 % 14.7 % 27.1 %

Earnings before income tax and earnings from unconsolidated affiliates for the years ended August 31, 2019, 2018 and 2017 were $75.0 million, $110.8 million and $123.2 million, respectively, for our domestic U.S. operations and $78.2 million, $112.8 million and $113.0 million, respectively, for our foreign operations.
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities were as follows:


As of August 31,

(In thousands)

    2019

    2018

Deferred tax assets:

Accrued payroll and related liabilities
   $ 21,978    $ 18,461
Deferred revenue
   8,296    10,642
Inventories and other
   15,392    10,518
Maintenance and warranty accruals
   3,596    7,201
Net operating losses
   3,182    2,002
Investment and asset tax credits
   1,560    1,439

   54,004    50,263
Deferred tax liabilities:

Fixed assets
   56,760    70,942
Original issue discount
   6,253    6,099
Intangibles
   2,813    2,474
Other
   1,432    1,831

   67,258    81,346

Valuation allowance
   692    657

Net deferred tax liability
   $ 13,946    $ 31,740

As of August 31, 2019, the Company had $1.4 million of state credit carryforwards that will begin to expire in 2021 and $19.6 million of foreign NOL carryforwards that will begin to expire in 2020. The Company has placed valuation allowances against any deferred tax assets for which no benefit is anticipated, including those for loss and credit carryforwards not likely to be used before their expiration dates. The net increase in the total valuation allowance on deferred taxes for which no benefit is anticipated was less than $0.1 million for the year ended August 31, 2019.
Prior to 2018 no provision had been made for U.S. income taxes on the Company’s cumulative undistributed earnings from foreign subsidiaries. During fiscal 2018 these earnings were subject to the
one-time
transition tax on the deemed repatriation of undistributed foreign earnings. Notwithstanding this deemed inclusion in taxable income, any actual repatriation would be accompanied by foreign withholding taxes. The Company does not intend to repatriate these foreign earnings and continues to assert that its foreign earnings are indefinitely reinvested.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


Years ended August 31,

(In thousands)

2019

2018

2017

Unrecognized Tax Benefit – Opening Balance
   $ 1,608 $ 1,820 $ 942
Gross increases – tax positions in prior period
   – 237 1,368
Gross decreases – tax positions in prior period
   (3 ) (449 ) (53 )
Settlements
   – – –
Lapse of statute of limitations
   – – (437 )

Unrecognized Tax Benefit – Ending Balance
   $ 1,605 $ 1,608 $ 1,820

The Company is subject to taxation in the U.S. and in various states and foreign jurisdictions. The Company is effectively no longer subject to U.S. Federal examination for fiscal years ending before 2016, to state and local examinations before 2015, or to foreign examinations before 2014.
Unrecognized tax benefits, excluding interest, at August 31, 2019 were $1.6 million, all of which would affect the effective tax rate if recognized. The unrecognized tax benefits at August 31, 2018 were $1.6 million. Accrued interest on unrecognized tax benefits as of August 31, 2019 was $0.6 million and as of August 31, 2018 was $0.2 million. The Company recorded annual interest expense of approximately $0.4 million for changes in the reserves during each of the years ended August 31, 2019 and 2018. The Company has not accrued any penalties on the reserves. Interest and penalties related to income taxes are not classified as a component of income tax expense. Benefits from the realization of unrecognized tax benefits for deductible differences attributable to ordinary operations will be recognized as a reduction of income tax expense. The Company does not anticipate a significant change in the reserves for uncertain tax positions during the next twelve months.

X

- Definition
The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
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Revolving Notes
12 Months Ended

Aug. 31, 2019

Revolving Notes
Note 11 - Revolving Notes
Senior secured credit facilities, consisting of three components, aggregated to $705.4 million as of August 31, 2019.
As of August 31, 2019, a $600.0 million revolving line of credit, maturing June 2024, 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 1.50% or Prime plus 0.50% 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 August 31, 2019, lines of credit totaling $55.4 million secured by certain of the Company’s European assets, with variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.1% to WIBOR plus 1.5% and Euro Interbank Offered Rate (EURIBOR) plus 1.1% to EURIBOR plus 1.5%, were available for working capital needs of the European manufacturing operations. European credit facilities are continually being renewed. Currently, these European credit facilities have maturities that range from December 2019 through November 2021.
As of August 31, 2019, the Company’s Mexican railcar manufacturing joint venture has two lines of credit totaling $50.0 million. The first line of credit provides up to $30.0 million. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican railcar manufacturing joint venture will be able to draw against this facility through March 2024. The second 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 railcar manufacturing joint venture will be able to draw amounts available under this facility through June 2021.

As of August 31, 2019, outstanding commitments under the senior secured credit facilities consisted of $24.4 million in letters of credit under the North American credit facility and $27.1 million outstanding under the European credit facilities.
As of August 31, 2018, outstanding commitments under the senior secured credit facilities consisted of $72.2 million in letters of credit under the North American credit facility and $27.7 million outstanding under the European credit facilities.

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Derivative Instruments
12 Months Ended

Aug. 31, 2019

Derivative Instruments
Note 15 - 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 August 31, 2019 exchange rates, notional amounts of forward exchange contracts for the purchase of Polish Zlotys and the sale of Euros and Pound Sterling aggregated to $71.6 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 May 2022, any such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions. In the event that the underlying 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 August 31, 2019 exchange rates, approximately $0.9 million would be reclassified to revenue or cost of revenue in the next year.
At August 31, 2019, an interest rate swap agreement maturing in September 2023 had a notional amount of $109.5 million and an interest rate swap agreement maturing in June 2024 had a notional amount of $150.0 million. The fair value of the contracts are included on the Consolidated Balance Sheets in Accounts payable and accrued liabilities when there is a loss, or in Accounts receivable, net when there is a gain. 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 August 31, 2019 interest rates, approximately $0.2 million would be reclassified to interest expense in the next year.

Fair Values of Derivative Instruments


Asset Derivatives

Liability Derivatives


August 31,

August 31,


2019

2018

2019

2018

(In thousands)

Balance sheet
caption

Fair
Value

Fair
Value

Balance sheet
caption

Fair
Value

Fair
Value

Derivatives designated as hedging instruments


Foreign forward exchange contracts
   Accounts receivable, net    $ 64    $ 700    Accounts payable and accrued liabilities    $ 437    $ 1,211
Interest rate swap contracts
   Intangibles and other assets, net    –    781    Accounts payable and accrued liabilities    10,255    1

      $ 64    $ 1,481       $ 10,692    $ 1,212

Derivatives not designated as hedging instruments


Foreign forward exchange contracts
   Accounts receivable, net    $ –    $ 76    Accounts payable and accrued liabilities    $ 587    $ 354
The Effect of Derivative Instruments on the Consolidated Statements of Income

Derivatives in
cash flow
hedging
relationships

Financial statement caption of gain recognized in
income on derivative

Gain (loss) recognized in
income on derivatives
Years ended
August 31,


    2019

    2018

Foreign forward exchange contract
   Interest and foreign exchange    $ 213    $ 1,052
Interest rate swap contracts
   Interest and foreign exchange    –    (1 )

      $ 213    $ 1,051

Derivatives in
cash flow hedging
relationships

Gain (loss)
recognized in OCI on
derivatives (effective
portion)
Years
ended August 31,

Financial
statement
caption of
gain (loss)
reclassified
from
accumulated
OCI into
income

Gain (loss)
reclassified from
accumulated OCI
into
income (effective
portion)
Years
ended August 31,

Financial
statement
caption of gain
(loss) in income
on derivative
(ineffective
portion and
amount
excluded from
effectiveness testing)

Gain (loss)
recognized on
derivative
(ineffective
portion and
amount
excluded from
effectiveness
testing)
Years
ended August 31,


2019

2018

2019

2018

2019

2018

Foreign forward exchange contracts
$ (1,261 ) $ (658 )
Revenue
$ (764 ) $ 1,145 Revenue $ 1,346 $ 854
Foreign forward exchange contracts
(421 ) (1,093 ) Cost of revenue (1,030 ) (429 ) Cost of revenue 935 306
Interest rate swap contracts
(11,582 ) 1,632 Interest and foreign exchange (545 ) (298 ) Interest and foreign exchange (587 ) –

$ (13,264 ) $ (119 ) $ (2,339 ) $ 418 $ 1,694 $ 1,160

X

- Definition
The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
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Revenue Recognition
12 Months Ended

Aug. 31, 2019

Revenue Recognition
Note 3 - Revenue Recognition
Contract balances
Contract assets primarily consist of unbilled receivables related to marine vessel construction and repair services, for which the respective contracts do not yet permit billing at the reporting date. Contract liabilities primarily consist of customer prepayments for manufacturing, maintenance, and other management-type services, for which the Company has not yet satisfied the related performance obligations.
The opening and closing balances of the Company’s contract balances are as follows:

(in thousands)

Balance sheet
classification

September 1,
2018

August 31,
2019

$ change

Contract assets
   Inventories    $ 7,228    $ 10,196    $ 2,968
Contract liabilities
1
   Deferred revenue    $ 41,250    $ 39,203    $ (2,047 )
1
Contract liabilities balance includes deferred revenue within the scope of the new revenue standard.
For the year ended August 31, 2019, the Company recognized $11.3 million of revenue that was included in Contract liabilities as of September 1, 2018.
Performance obligations
As of August 31, 2019, the Company has entered into contracts with customers for which revenue has not yet been recognized. The following table outlines estimated revenue related to performance obligations wholly or partially unsatisfied, that the Company anticipates will be recognized in future periods.

(in millions)

August 31,
2019

Revenue type
:

Manufacturing – Railcar sales
   $ 2,897.9
Manufacturing – Marine
   $ 100.2
Services
   $ 153.0
Other
   $ 42.1

Manufacturing – Railcars intended for syndication
1
   $ 317.2
1
Not a performance obligation as defined in the new revenue standard and therefore not subject to audit
Based on current production and delivery schedules and existing contracts, approximately $1.9 billion of the Railcar Sales amount is expected to be recognized in 2020 while the remaining amount is expected in future periods. The table above excludes estimated revenue to be recognized at the Company’s Brazilian manufacturing operation, as they are accounted for under the equity method.
Revenue amounts reflected in Railcars intended for syndication may be syndicated to third parties or held in the Company’s fleet depending on a variety of factors.
Marine revenue is expected to be recognized through 2021 as vessel construction is completed.
Services includes management and maintenance services of which approximately 51% are expected to be performed through 2024 and the remaining amount ratably through 2037.

X

- Definition
The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.
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Property, Plant and Equipment, net
12 Months Ended

Aug. 31, 2019

Property, Plant and Equipment, net
Note 7 - Property, Plant and Equipment, net


As of August 31,

(In thousands)

2019

2018

Land and improvements
   $ 87,872 $ 84,432
Machinery and equipment
   539,952 414,865
Buildings and improvements
   338,639 202,973
Construction in progress
   66,744 48,406
Other
   90,822 68,452

   1,124,029 819,128
Accumulated depreciation
   (406,056 ) (361,932 )

   $ 717,973 $ 457,196

Depreciation expense was $62.3 million, $54.5 million and $45.5 million for the years ended August 31, 2019, 2018 and 2017, respectively.

X

- Definition
The entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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-URI http://asc.fasb.org/topic&trid=2155823
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Fair Value of Financial Instruments
12 Months Ended

Aug. 31, 2019

Fair Value of Financial Instruments
Note 24 - Fair Value of Financial Instruments
The estimated fair values of financial instruments and the methods and assumptions used to estimate such fair values are as follows:

(In thousands)

Carrying
Amount
1

Estimated
Fair Value
(Level 2)

Notes payable as of August 31, 2019
   $ 860,545    $ 838,728
Notes payable as of August 31, 2018
   $ 469,721    $ 517,925

1
Carrying amount disclosed in this table excludes debt discount and debt issuance costs.
The carrying amount of cash and cash equivalents, accounts and notes receivable, revolving notes, accounts payable and accrued liabilities, foreign currency forward contracts and interest rate swaps is a reasonable estimate of fair value of these financial instruments. Estimated rates currently available to the Company for debt with similar terms and remaining maturities and current market data are used to estimate the fair value of notes payable.

X

- Definition
The entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures.
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Segment Information
12 Months Ended

Aug. 31, 2019

Segment Information
Note 20 - Segment Information
The Company operates in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. Prior to August 20, 2018, the Company operated in four reportable segments: Manufacturing; Wheels & Parts; Leasing & Services; and GBW Joint Venture. On August 20, 2018 the Company entered into an agreement with its joint venture partner to discontinue the GBW railcar repair joint venture, which resulted in 12 repair shops returned to the Company. Beginning on August 20, 2018, the GBW Joint Venture was no longer considered a reportable segment.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. 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 was accounted for under the equity method of accounting.

For the year ended August 31, 2019:


Revenue

Earnings (loss) from operations


External

Intersegment

Total

External

Intersegment

Total

Manufacturing
   $ 2,431,499    $ 97,086 $ 2,528,585 $ 217,583 $ 6,370 $ 223,953
Wheels, Repair & Parts
   444,502    48,266 492,768 (2,941 ) 902 (2,039 )
Leasing & Services
   157,590    28,240 185,830 64,763 25,527 90,290
Eliminations
   –    (173,592 ) (173,592 ) – (32,799 ) (32,799 )
Corporate
   –    – – (95,289 ) – (95,289 )

   $ 3,033,591    $ – $ 3,033,591 $ 184,116 $ – $ 184,116

For the year ended August 31, 2018:


Revenue

Earnings (loss) from operations


External

Intersegment

Total

External

Intersegment

Total

Manufacturing
   $ 2,044,586    $ 118,157 $ 2,162,743 $ 240,901 $ 17,721 $ 258,622
Wheels, Repair & Parts
   347,023    41,494 388,517 16,731 2,748 19,479
Leasing & Services
   127,855    11,847 139,702 88,481 10,296 98,777
Eliminations
   –    (171,498 ) (171,498 ) – (30,765 ) (30,765 )
Corporate
   –    – – (93,128 ) – (93,128 )

   $ 2,519,464    $ – $ 2,519,464 $ 252,985 $ – $ 252,985

For the year ended August 31, 2017:


Revenue

Earnings (loss) from operations


External

Intersegment

Total

External

Intersegment

Total

Manufacturing
   $ 1,725,188    $ 19,291 $ 1,744,479 $ 295,334 $ 1,022 $ 296,356
Wheels, Repair & Parts
   312,679    30,861 343,540 14,984 2,303 17,287
Leasing & Services
   131,297    11,812 143,109 31,904 11,099 43,003
Eliminations
   –    (61,964 ) (61,964 ) – (14,424 ) (14,424 )
Corporate
   –    – – (81,790 ) – (81,790 )

   $ 2,169,164    $ – $ 2,169,164 $ 260,432 $ – $ 260,432


Years ended August 31,

(In thousands)

2019

2018

2017

Assets:

Manufacturing
   $ 1,606,571    $ 1,020,757    $ 914,450
Wheels, Repair & Parts
   306,725    306,756    236,315
Leasing & Services
   708,799    578,818    535,323
Unallocated
   368,542    559,133    711,617

   $ 2,990,637    $ 2,465,464    $ 2,397,705

Depreciation and amortization:

Manufacturing
   $ 49,240    $ 44,225    $ 33,807
Wheels, Repair & Parts
   13,024    10,771    11,143
Leasing & Services
   21,467    19,360    20,179

   $ 83,731    $ 74,356    $ 65,129

Capital expenditures:

Manufacturing
   $ 85,155    $ 59,707    $ 54,973
Wheels, Repair & Parts
   13,291    5,204    3,129
Leasing & Services
   99,787    111,937    27,963

   $ 198,233    $ 176,848    $ 86,065

The following table summarizes selected geographic information.


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
(1)
:

U.S.    $ 2,115,934    $ 1,840,877    $ 1,674,517
Foreign    917,657    678,587    494,647

   $ 3,033,591    $ 2,519,464    $ 2,169,164

Assets:

U.S.    $ 2,110,864    $ 1,677,144    $ 1,307,239
Mexico    628,511    517,543    791,974
Europe    251,262    270,777    298,492

   $ 2,990,637    $ 2,465,464    $ 2,397,705

(1)

Revenue is presented on the basis of geographic location of customers.
Reconciliation of Earnings from operations to Earnings before income tax and loss from unconsolidated affiliates:


Years ended August 31,

(In thousands)

2019

2018

2017

Earnings from operations
   $ 184,116    $ 252,985    $ 260,432
Interest and foreign exchange
   30,912    29,368    24,192

Earnings before income tax and loss from unconsolidated affiliates
   $ 153,204    $ 223,617    $ 236,240

X

- Definition
The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
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Summary of Significant Accounting Policies (Tables)
12 Months Ended

Aug. 31, 2019

Allowance for Doubtful Accounts
Accounts receivable
-
Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively.


As of August 31,

(In thousands)

2019

2018

2017

Allowance for doubtful accounts

Balance at beginning of period
   $ 2,701 $ 1,768 $ 2,215
Additions, net of reversals
   773 938 370
Usage
   (1,311 ) (54 ) (891 )
Currency translation effect
   13 49 74
Balance at end of period
   $ 2,176 $ 2,701 $ 1,768

Estimated Useful Lives
Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows:


Depreciable Life

Buildings and improvements
   10 – 30 years
Machinery and equipment
   3 – 20 years
Other
   3 – 7 years

Components of Accumulated Other Comprehensive Loss, Net of Tax
Accumulated other comprehensive loss -
Accumulated other comprehensive loss, net of tax as appropriate, consisted of the following:

(In thousands)

Unrealized
Gain (Loss)
on Derivative
Financial
Instruments

Foreign
Currency
Translation
Adjustment

Other

Accumulated
Other
Comprehensive
Loss

Balance, August 31, 2018
   $ (431 ) $ (21,506 ) $ (1,429 ) $ (23,366 )
Other comprehensive loss before reclassifications
   (10,264 ) (12,688 ) (351 ) $ (23,303 )
Amounts reclassified from accumulated other comprehensive loss
   1,854 – – $ 1,854
Balance, August 31, 2019
   $ (8,841 ) $ (34,194 ) $ (1,780 ) $ (44,815 )

Amounts Reclassified out of Accumulated Other Comprehensive Loss
The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with the financial statement caption, were as follows:


Year Ended August 31,

Financial Statement
Caption
(In thousands)

    2019

    2018

(Gain) loss on derivative financial instruments:

Foreign exchange contracts
   $ 1,794 $ (716 ) Revenue and Cost of revenue
Interest rate swap contracts
   545 298 Interest and foreign exchange
   2,339 (418 ) Total before tax
   (485 ) 3 Tax benefit (expense)
   $ 1,854 $ (415 ) Net of tax

Interest and Foreign Exchange
Interest and foreign exchange -
Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense.

(In thousands)

Years ended August 31,


2019

2018

2017

Interest and foreign exchange:

Interest and other expense
   $ 32,260 $ 30,946 $ 23,519
Foreign exchange (gain) loss
   (1,348 ) (1,578 ) 673
   $ 30,912 $ 29,368 $ 24,192

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(1)
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May 31, 2019

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Nov. 30, 2018

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Nov. 30, 2017

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Aug. 31, 2018

Aug. 31, 2017

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State 4,775 3,244 305

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State (2,542) (344) (1,467)

Foreign (8,433) (3,690) (2,732)

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Lease Commitments (Tables)
12 Months Ended

Aug. 31, 2019

Railcar Equipment

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2020
   $ 6,200
2021
   2,965
2022
   1,762
2023
   1,762
2024
   1,413
Thereafter
   376

   $ 14,478

Domestic railcar repair facilities, office space and certain manufacturing and office equipment

Aggregate Minimum Future Amounts Payable Under Non-Cancelable Operating Leases Aggregate minimum future amounts payable under these
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operating leases are as follows:
(In thousands)

Year ending August 31,

2020
   $ 8,099
2021
   5,781
2022
   3,965
2023
   3,395
2024
   2,109
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   9,821

   $ 33,170

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Equipment on Operating Leases, Net - Additional Information (Detail) - USD ($)
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12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Property, Plant and Equipment [Line Items]

Accumulated depreciation $ 406,056 $ 361,932

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Revenue associated with equipment hiring arrangements 14,000 12,800 13,000

Property Subject to Operating Lease

Property, Plant and Equipment [Line Items]

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Intangibles and Other Assets, Net - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Schedule of Intangible Assets Disclosure [Line Items]

Amortization expense $ 6.3 $ 5.3 $ 4.8

Future amortization expense, 2020 10.9

Future amortization expense, 2021 10.9

Future amortization expense, 2022 7.6

Future amortization expense, 2023 6.3

Future amortization expense, 2024 $ 6.3

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$ in Thousands
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Schedule of Equity Method Investments [Line Items]

Pre-tax goodwill impairment loss $ 10,025

GBW Railcar Services LLC

Schedule of Equity Method Investments [Line Items]

Pre-tax goodwill impairment loss $ 26,400 $ 11,200

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Acquisitions - Unaudited Pro Forma Financial Information (Detail) - American Railcar Industries [Member] - USD ($)
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Aug. 31, 2019

Aug. 31, 2018

Business Acquisition [Line Items]

Revenue $ 3,462,255 $ 2,893,400

Net earnings attributable to Greenbrier $ 57,284 $ 137,399

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Diluted earnings per common share $ 1.73 $ 4.25

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12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

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Notes Payable, Net - Additional Information (Detail)
$ / shares in Units, $ in Thousands, shares in Millions
12 Months Ended

Aug. 31, 2019

USD ($)

$ / shares

shares

Aug. 31, 2018

USD ($)

Debt Instrument [Line Items]

Debt instrument amount outstanding $ 860,545 $ 469,721

Debt issuance costs 4,568 1,824

2024 Convertible Senior Notes

Debt Instrument [Line Items]

Senior term debt $ 300,000

Debt instrument, maturity date Jun. 30, 2024

Periodic Principal Payment $ 3,750

Balloon payment $ 232,500

Swap agreement interest rate 50.00%

Fixed interest rate 3.19%

Debt instrument amount outstanding $ 300,000

2023 Convertible Senior Notes

Debt Instrument [Line Items]

Senior term debt $ 225,000

Debt instrument, maturity date Sep. 30, 2023

Periodic Principal Payment $ 1,970

Balloon payment $ 185,600

Swap agreement interest rate 50.00%

Fixed interest rate 4.49%

Debt instrument amount outstanding $ 217,100

2.875% Convertible senior notes, due 2024

Debt Instrument [Line Items]

Debt instrument, interest rate 2.875%

Description of long term debt Convertible senior notes, due 2024, bear interest at a fixed rate of 2.875%, paid semi-annually in arrears on February 1st and August 1st.

Frequency of payments Semi-annually

Debt instrument, maturity date Feb. 01, 2024

Convertible notes initial conversion rate, shares per $1,000 principal amount 16.6234

Convertible notes conversion rate, per share | $ / shares $ 60.16

Initial debt discount $ 33,100

Debt issuance costs $ 8,000

Number of shares reserved for future issuance | shares 6.3

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Debt Instrument [Line Items]

Convertible notes, fair value $ 241,900

Proceeds from the issuance of the notes 275,000

Convertible notes, equity component 33,100 33,100

2.875% Convertible senior notes, due 2024 | ASC 470-20 | Additional Paid-in Capital

Debt Instrument [Line Items]

Convertible senior notes - equity component, net of tax $ 12,300 $ 12,300

2.875% Convertible senior notes, due 2024 | Measurement Input, Risk Free Interest Rate [Member] | ASC 470-20

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2.25% Convertible senior notes, due 2024

Debt Instrument [Line Items]

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Number of shares reserved for future issuance | shares 1.5

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Proceeds from the issuance of the notes 50,000

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Convertible senior notes - equity component, net of tax $ 1,200

2.25% Convertible senior notes, due 2024 | Measurement Input, Risk Free Interest Rate [Member] | ASC 470-20

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Other Term Loan Due April 2020 to September 2022

Debt Instrument [Line Items]

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Other Term Loan Due November 2019 and September 2020

Debt Instrument [Line Items]

Unsecured debt $ 14,000

LIBOR | 2024 Convertible Senior Notes

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Derivative Instruments - Fair Values of Derivative Instruments (Detail) - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

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Asset Derivatives $ 64 $ 1,557

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Designated as Hedging Instrument

Derivatives, Fair Value [Line Items]

Asset Derivatives 64 1,481

Liability Derivatives 10,692 1,212

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Derivatives, Fair Value [Line Items]

Asset Derivatives 64 700

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Derivatives, Fair Value [Line Items]

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Designated as Hedging Instrument | Interest rate swap contracts | Accounts Payable and Accrued Liabilities

Derivatives, Fair Value [Line Items]

Liability Derivatives 10,255 1

Designated as Hedging Instrument | Interest rate swap contracts | Intangible and Other Assets, Net

Derivatives, Fair Value [Line Items]

Asset Derivatives 781

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Derivatives, Fair Value [Line Items]

Asset Derivatives 76

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Derivatives, Fair Value [Line Items]

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Summary of Significant Accounting Policies - Interest and Foreign Exchange (Detail) - USD ($)
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May 31, 2019

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Nov. 30, 2017

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Aug. 31, 2018

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Interest and other expense $ 32,260 $ 30,946 $ 23,519

Foreign exchange (gain) loss (1,348) (1,578) 673

Interest and foreign exchange $ 7,501 $ 9,770 $ 9,237 $ 4,404 $ 8,786 $ 6,533 $ 7,029 $ 7,020 $ 30,912 $ 29,368 $ 24,192

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Acquisitions - Additional Information (Detail)
$ in Thousands, € in Millions
3 Months Ended 12 Months Ended

Jul. 26, 2019

USD ($)

Jun. 01, 2018

EUR (€)

Jun. 01, 2017

EUR (€)

Aug. 31, 2019

USD ($)

May 31, 2019

USD ($)

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USD ($)

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USD ($)

Aug. 31, 2018

USD ($)

Aug. 31, 2017

USD ($)

Aug. 20, 2018

USD ($)

Aug. 02, 2018

Jun. 01, 2017

USD ($)

Business Acquisition [Line Items]

Revenue $ 914,245 $ 856,152 $ 658,671 $ 604,523 $ 689,206 $ 641,387 $ 629,336 $ 559,535 $ 3,033,591 $ 2,519,464 $ 2,169,164

Earnings (loss) from operations 76,419 53,189 18,054 36,454 59,134 71,539 60,870 61,442 184,116 252,985 260,432

Net assets acquired $ 57,600

Goodwill impairment 10,025

2024 Convertible Senior Notes

Business Acquisition [Line Items]

Senior term debt 300,000 300,000

2.25% Convertible senior notes, due 2024

Business Acquisition [Line Items]

Convertible senior notes 50,000 50,000

Wheels, Repair & Parts

Business Acquisition [Line Items]

Revenue 85,701 124,980 125,278 108,543 85,787 94,515 88,710 78,011 444,502 347,023 312,679

Earnings (loss) from operations (2,941) 16,731 14,984

Goodwill impairment 10,025

Manufacturing

Business Acquisition [Line Items]

Revenue 802,103 $ 681,588 $ 476,019 $ 471,789 $ 571,175 $ 510,099 $ 511,827 $ 451,485 2,431,499 2,044,586 1,725,188

Earnings (loss) from operations 217,583 240,901 $ 295,334

Repair Operations | Wheels, Repair & Parts

Business Acquisition [Line Items]

Revenue 87,500

Earnings (loss) from operations (24,900)

Goodwill impairment 10,000

American Railcar Industries

Business Acquisition [Line Items]

Business combination estimated gross purchase price $ 418,300

Business combination consideration transferred for capital expenditures $ 8,000

Business combination description of voting rights acquired we did not acquire 100% of ARI

American Railcar Industries | 2024 Convertible Senior Notes

Business Acquisition [Line Items]

Proceeds from the issuance of the notes 300,000

Senior term debt 300,000 300,000

American Railcar Industries | 2.25% Convertible senior notes, due 2024

Business Acquisition [Line Items]

Proceeds from the issuance of the notes 50,000

Convertible senior notes $ 50,000 50,000

American Railcar Industries | Manufacturing

Business Acquisition [Line Items]

Revenue 43,000

Earnings (loss) from operations $ (1,600)

Rayvag

Business Acquisition [Line Items]

Ownership interest in entity 68.00% 68.00% 68.00%

Greenbrier-Astra Rail

Business Acquisition [Line Items]

Revenue $ 150,300 136,800

Earnings (loss) from operations $ (19,400) $ (11,500)

Net assets acquired $ 115,800

Ownership interest in entity 50.00% 50.00% 25.00%

Amount of consideration paid | € | € € 30 € 30

Noncontrolling interest, fair value of acquisition $ 38,300

Ownership percentage by parent 75.00% 75.00% 75.00%

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Earnings Per Share - Reconciliation of Shares Used in Computation of Basic and Diluted Earnings Per Common Share (Detail) - shares
shares in Thousands
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Earnings Per Share Disclosure [Line Items]

Weighted average basic common shares outstanding ^[1] 32,615 30,857 29,225

Dilutive effect of restricted stock units ^[2] 550 157 42

Weighted average diluted common shares outstanding 33,165 32,835 32,562

3.5% Convertible Senior Notes

Earnings Per Share Disclosure [Line Items]

Dilutive effect of convertible notes ^[3] 1,821 3,295

2.875% Convertible Senior Notes

Earnings Per Share Disclosure [Line Items]

Dilutive effect of convertible notes ^[4]

2.25% Convertible Senior Notes

Earnings Per Share Disclosure [Line Items]

Dilutive effect of convertible notes ^[5]

[1] Restricted stock grants and restricted stock units that are considered participating securities, 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. No restricted stock and restricted stock units were anti-dilutive for the years ended August 31, 2019, 2018 and 2017.

[2] Restricted stock units that are not considered participating securities and restricted stock units 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 3.5% Convertible notes was included as they were considered dilutive under the “if converted” method as further discussed below for the years ended August 31, 2018 and 2017. The 3.5% Convertible notes matured on April 1, 2018.

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Commitments and Contingencies - Additional Information (Detail)
204 Months Ended

Jan. 06, 2017

USD ($)

Segment

Dec. 31, 2016

USD ($)

Aug. 31, 2019

USD ($)

Commitments and Contingencies Disclosure [Line Items]

Remedial investigation and feasibility study $ 110,000,000

Performance Guarantee

Commitments and Contingencies Disclosure [Line Items]

Letter of credit facility outstanding amount $ 24,400,000

Portland Harbor Site

Commitments and Contingencies Disclosure [Line Items]

Number of sediment decision units | Segment 13

Estimated undiscounted cost $ 1,700,000,000

Period for remedial action 13 years

Period for monitoring 30 years

New data collection period to reflect actual cost prior to final remedy design 2 years

Portland Harbor Site | Minimum

Commitments and Contingencies Disclosure [Line Items]

Accuracy of cost estimate (30.00%)

Portland Harbor Site | Maximum

Commitments and Contingencies Disclosure [Line Items]

Accuracy of cost estimate 50.00%

Amsted-Maxion

Commitments and Contingencies Disclosure [Line Items]

Note receivable 10,000,000

Greenbrier-Maxion

Commitments and Contingencies Disclosure [Line Items]

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Intangibles and Other Assets, net (Tables)
12 Months Ended

Aug. 31, 2019

Identifiable Intangible and Other Assets
The following table summarizes the Company’s identifiable intangible and other assets balance:


    As of August 31,

(In thousands)

    2019

    2018

Intangible assets subject to amortization:

Customer and supplier relationships
   $ 89,722 $ 73,601
Accumulated amortization
   (48,850 ) (44,656 )
Other intangibles
   34,031 15,219
Accumulated amortization
   (6,908 ) (5,319 )

   67,995 38,845

Intangible assets not subject to amortization
   5,450 5,115
Prepaid and other assets
   15,749 18,935
Nonqualified savings plan investments
   27,967 26,299
Debt issuance costs, net
   4,568 1,824
Assets held for sale
   3,650 3,650

   $ 125,379 $ 94,668


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Equipment on Operating Leases, net (Tables)
12 Months Ended

Aug. 31, 2019

Operating leases of lessor
Aggregate minimum future amounts receivable under all non-cancelable operating leases and subleases are as follows:

(In thousands)

Year ending August 31,

2020
   $ 23,490
2021
   20,076
2022
   17,949
2023
   13,717
2024
   9,450
Thereafter
   5,583

   $ 90,265


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Customer Concentration - Additional Information (Detail) - Customer Concentration Risk
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Sales Revenue, Net

Concentration Risk [Line Items]

Concentration risk, percentage 10.00%

Sales Revenue, Net | Customer One Concentration Risk

Concentration Risk [Line Items]

Concentration risk, percentage 26.00% 20.00% 20.00%

Sales Revenue, Net | Customer Two Concentration Risk

Concentration Risk [Line Items]

Concentration risk, percentage 11.00%

Accounts Receivable

Concentration Risk [Line Items]

Concentration risk, percentage 10.00%

Accounts Receivable | Customer One Concentration Risk

Concentration Risk [Line Items]

Concentration risk, percentage 14.00% 19.00%

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Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Millions
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Reclassification of derivative financial instruments recognized in net earnings (loss), tax $ 0.5 $ 0.0 $ 1.0

Unrealized gain (loss) on derivative financial instruments, tax $ (2.9) $ (0.1) $ 0.8

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Consolidated Balance Sheets - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

Assets

Cash and cash equivalents $ 329,684 $ 530,655

Restricted cash 8,803 8,819

Accounts receivable, net 373,383 348,406

Inventories 664,693 432,314

Leased railcars for syndication 182,269 130,926

Equipment on operating leases, net 366,688 322,855

Property, plant and equipment, net 717,973 457,196

Investment in unconsolidated affiliates 91,818 61,414

Intangibles and other assets, net 125,379 94,668

Goodwill 129,947 78,211

Total assets 2,990,637 2,465,464

Liabilities and Equity

Revolving notes 27,115 27,725

Accounts payable and accrued liabilities 568,360 449,857

Deferred income taxes 13,946 31,740

Deferred revenue 85,070 105,954

Notes payable, net 822,885 436,205

Commitments and contingencies (Notes 22 & 23)

Contingently redeemable noncontrolling interest 31,564 29,768

Greenbrier

Preferred stock - without par value; 25,000 shares authorized; none outstanding

Common stock - without par value; 50,000 shares authorized; 32,488 and 32,191 outstanding at August 31, 2019 and 2018

Additional paid-in capital 453,943 442,569

Retained earnings 867,602 830,898

Accumulated other comprehensive loss (44,815) (23,366)

Total equity - Greenbrier 1,276,730 1,250,101

Noncontrolling interest 164,967 134,114

Total equity 1,441,697 1,384,215

Liabilities and Equity $ 2,990,637 $ 2,465,464

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Warranty Accrual
12 Months Ended

Aug. 31, 2019

Warranty Accrual
Note 13 - Warranty Accrual


As of August 31,

(In thousands)

2019

2018

2017

Balance at beginning of period
   $ 27,395 $ 20,737 $ 12,159
Charged to cost of revenue
   5,014 12,323 6,872
Acquisition
   23,895 – 3,526
Payments
   (8,594 ) (5,217 ) (2,649 )
Currency translation effect
   (1,032 ) (448 ) 829

Balance at end of period
   $ 46,678 $ 27,395 $ 20,737


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Earnings Per Share
12 Months Ended

Aug. 31, 2019

Earnings Per Share
Note 17 - Earnings Per Share
The shares used in the computation of the Company’s basic and diluted earnings per common share are reconciled as follows:

Years ended August 31,

(In thousands)

2019

2018

2017

Weighted average basic common shares outstanding
(1)
32,615    30,857    29,225
Dilutive effect of 3.5% Convertible notes
(2)
n/a    1,821    3,295
Dilutive effect of 2.875% Convertible notes
(3)
–    –    –
Dilutive effect of 2.25% Convertible notes
(4)
–    n/a    n/a
Dilutive effect of restricted stock units
(5)
550    157    42

Weighted average diluted common shares outstanding
33,165    32,835    32,562

(1)
Restricted stock grants and restricted stock units that are considered participating securities, 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. No restricted stock and restricted stock units were anti-dilutive for the years ended August 31, 2019, 2018 and 2017.
(2)
The dilutive effect of the 3.5% Convertible notes was included as they were considered dilutive under the “if converted” method as further discussed below for the years ended August 31, 2018 and 2017. The
3.5%
Convertible notes matured on April 1, 2018.
(3)
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2.875%
Convertible notes was excluded for the years ended August 31, 2019, 2018 and 2017 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.
(4)
The 2.25% Convertible notes were issued in July 2019. The dilutive effect of the 2.25% Convertible notes was excluded for the year ended August 31, 2019 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.
(5)
Restricted stock units that are not considered participating securities and restricted stock units 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.

Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes were included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.


Years ended August 31,


2019

2018

2017

Net earnings attributable to Greenbrier
   $ 71,076    $ 151,781    $ 116,067
Add back:

Interest and debt issuance costs on the 3.5% Convertible notes, net of tax
   n/a    2,031    2,932

Earnings before interest and debt issuance costs on the 3.5% Convertible notes
   $ 71,076    $ 153,812    $ 118,999

Weighted average diluted common shares outstanding
   33,165    32,835    32,562
Diluted earnings per share
(1)
   $ 2.14    $ 4.68    $ 3.65

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

Earnings
before interest and debt issuance costs on the 3.5% Convertible notes

            Weighted
average diluted common shares outstanding

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Quarterly Results of Operations (Unaudited)
12 Months Ended

Aug. 31, 2019

Quarterly Results of Operations (Unaudited)
Quarterly Results of Operations (Unaudited)

(In thousands, except per share amount)

First

Second

Third

Fourth

Total

2019

Revenue

Manufacturing
   $ 471,789 $ 476,019 $ 681,588 $ 802,103 $ 2,431,499
Wheels, Repair & Parts
   108,543 125,278 124,980 85,701 444,502
Leasing & Services
   24,191 57,374 49,584 26,441 157,590

   604,523 658,671 856,152 914,245 3,033,591
Cost of revenue

Manufacturing
   417,805 442,996 590,788 686,036 2,137,625
Wheels, Repair & Parts
   100,978 118,455 119,821 81,636 420,890
Leasing & Services
   13,207 43,376 38,971 13,036 108,590

   531,990 604,827 749,580 780,708 2,667,105

Margin
   72,533 53,844 106,572 133,537 366,486
Selling and administrative
   50,432 47,892 54,377 60,607 213,308
Net gain on disposition of equipment
   (14,353 ) (12,102 ) (11,019 ) (3,489 ) (40,963 )
Goodwill impairment
   – – 10,025 – 10,025

Earnings from operations
   36,454 18,054 53,189 76,419 184,116

Other costs

Interest and foreign exchange
   4,404 9,237 9,770 7,501 30,912

Earnings before income tax and earnings (loss) from unconsolidated affiliates
   32,050 8,817 43,419 68,918 153,204

Income tax expense
   (9,135 ) (2,248 ) (13,008 ) (17,197 ) (41,588 )

Earnings (loss) from unconsolidated affiliates
   467 (786 ) (4,564 ) (922 ) (5,805 )

Net earnings
   23,382 5,783 25,847 50,799 105,811
Net earnings attributable to noncontrolling interest
   (5,426 ) (3,018 ) (10,599 ) (15,692 ) (34,735 )

Net earnings attributable to Greenbrier
   $ 17,956 $ 2,765 $ 15,248 $ 35,107 $ 71,076

Basic earnings per common share:
(1)
   $ 0.55 $ 0.08 $ 0.47 $ 1.08 $ 2.18
Diluted earnings per common share:
(1)
   $ 0.54 $ 0.08 $ 0.46 $ 1.06 $ 2.14

(1)
Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

Quarterly Results of Operations (Unaudited)

(In thousands, except per share amount)

First

Second

Third

Fourth

Total

2018

Revenue

Manufacturing
   $ 451,485 $ 511,827 $ 510,099 $ 571,175 $ 2,044,586
Wheels, Repair & Parts
   78,011 88,710 94,515 85,787 347,023
Leasing & Services
   30,039 28,799 36,773 32,244 127,855

   559,535 629,336 641,387 689,206 2,519,464
Cost of revenue

Manufacturing
   380,850 429,165 427,875 489,517 1,727,407
Wheels, Repair & Parts
   72,506 80,708 85,850 79,266 318,330
Leasing & Services
   16,865 14,116 19,155 14,536 64,672

   470,221 523,989 532,880 583,319 2,110,409

Margin
   89,314 105,347 108,507 105,887 409,055
Selling and administrative
   47,043 50,294 51,793 51,309 200,439
Net gain on disposition of equipment
   (19,171 ) (5,817 ) (14,825 ) (4,556 ) (44,369 )

Earnings from operations
   61,442 60,870 71,539 59,134 252,985

Other costs

Interest and foreign exchange
   7,020 7,029 6,533 8,786 29,368

Earnings before income tax and earnings (loss) from unconsolidated affiliates
   54,422 53,841 65,006 50,348 223,617

Income tax benefit (expense)
   (18,135 ) 11,301 (15,944 ) (10,115 ) (32,893 )

Earnings (loss) from unconsolidated affiliates
   (2,910 ) 147 (12,823 ) (3,075 ) (18,661 )

Net earnings
   33,377 65,289 36,239 37,158 172,063
Net earnings attributable to noncontrolling interest
   (7,124 ) (3,647 ) (3,288 ) (6,223 ) (20,282 )

Net earnings attributable to Greenbrier
   $ 26,253 $ 61,642 $ 32,951 $ 30,935 $ 151,781

Basic earnings per common share:
(1)
   $ 0.90 $ 2.10 $ 1.03 $ 0.95 $ 4.92
Diluted earnings per common share:
(1)
   $ 0.83 $ 1.91 $ 1.01 $ 0.94 $ 4.68

(1)
Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted 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 2.875% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.

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Lease Commitments
12 Months Ended

Aug. 31, 2019

Lease Commitments
Note 22 - Lease Commitments
Lease expense for railcar equipment
leased-in
under
non-cancelable
leases was $7.7 million, $7.5 million and $7.6 million for the years ended August 31, 2019, 2018 and 2017. Aggregate minimum future amounts payable under these
non-cancelable
railcar equipment leases are as follows:

(In thousands)

Year ending August 31,

2020
   $ 6,200
2021
   2,965
2022
   1,762
2023
   1,762
2024
   1,413
Thereafter
   376

   $ 14,478

Operating leases for domestic railcar repair facilities, land, office space and certain manufacturing and office equipment expire at various dates through September 2098. Rental expense for these leases were $12.2 million, $8.7 million and $9.4 million

for the years ended August 31, 2019, 2018 and 2017. Aggregate minimum future amounts payable under these
non-cancelable
operating leases are as follows:

(In thousands)

Year ending August 31,

2020
   $ 8,099
2021
   5,781
2022
   3,965
2023
   3,395
2024
   2,109
Thereafter
   9,821

   $ 33,170

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Nature of Operations
12 Months Ended

Aug. 31, 2019

Nature of Operations
Note 1 - Nature of Operations
The Company operates in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. The segments are operationally integrated. The Manufacturing segment, which currently operates from facilities in the U.S., Mexico, Poland, Romania and Turkey, produces double-stack intermodal railcars, tank cars, conventional railcars, automotive railcar products and marine vessels. The Wheels, Repair & Parts segment performs wheel and axle servicing; railcar repair, refurbishment and maintenance; as well as production of a variety of parts for the rail industry in North America. The Leasing & Services segment owns approximately 9,400 railcars and provides management services for approximately 380,000 railcars for railroads, shippers, carriers, institutional investors and other leasing and transportation companies in North America as of August 31, 2019. Through unconsolidated affiliates the Company produces rail and industrial components and has an ownership stake in a railcar manufacturer in Brazil and a lease financing warehouse.

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Inventories
12 Months Ended

Aug. 31, 2019

Inventories
Note 5 - Inventories


    As of August 31,

(In thousands)

    2019

    2018

Manufacturing supplies and raw materials
   $ 387,015 $ 274,938
Work-in-process
   156,614 105,021
Finished goods
   130,576 57,969
Excess and obsolete adjustment
   (9,512 ) (5,614 )

   $ 664,693 $ 432,314



As of August 31,

(In thousands)

2019

2018

2017

Excess and obsolete adjustment

Balance at beginning of period
   $ 5,614 $ 4,136 $ 3,257
Charge to cost of revenue
   9,734 4,023 2,781
Disposition of inventory
   (5,651 ) (2,455 ) (2,003 )
Currency translation effect
   (185 ) (90 ) 101

Balance at end of period
   $ 9,512 $ 5,614 $ 4,136


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Goodwill
12 Months Ended

Aug. 31, 2019

Goodwill
Note 9 - Goodwill
Changes in the carrying value of goodwill are as follows:

(In thousands)

Manufacturing

Wheels,
Repair & Parts

Leasing
& Services

Total

Balance August 31, 2018
   $ 27,083 $ 51,128 $ –    $ 78,211
Additions
(1)
   61,408 2,162 –    63,570
Translation
   (1,809 ) – –    (1,809 )
Goodwill Impairment
   – (10,025 )         –    (10,025 )

Balance August 31, 2019
   $ 86,682 $ 43,265 $ –    $ 129,947

(1)
Additions to goodwill relate to purchase price adjustments for the GBW repair shop transaction (Wheels, Repair & Parts) and the Rayvag acquisition (Manufacturing) and the acquisition of ARI (Manufacturing). See Note 4 – Acquisitions.

(In thousands)

Goodwill

Gross goodwill balance before accumulated goodwill impairment losses and other reductions
   $ 292,497
Accumulated goodwill impairment losses
   (138,234 )
Accumulated other reductions
   (24,316 )

Balance August 31, 2019
   $ 129,947

The Company performed its annual goodwill impairment test during the third quarter. The Company utilized both the qualitative assessment and the quantitative goodwill impairment test as part of its annual goodwill impairment test. For reporting units requiring a quantitative goodwill impairment test, the Company determined the fair value of the reporting units while considering both the income and market approaches. Under the income approach, the Company calculates the fair value of a reporting unit based on the present value of estimated future cash flows. Under the market approach, the Company estimates the fair value based on observed market multiples for comparable businesses, when appropriate.
Based on the results of the Company’s annual impairment test, the fair values of its reporting units exceeded their carrying values except for the repair reporting unit. The Company initially recorded the repair goodwill following the GBW repair shop transaction in 2018. As a result of near-term operational challenges and updated estimated future cash flows, a
non-cash
impairment charge of $10.0 million was recorded during the year ended August 31, 2019.

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Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Detail) - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Aug. 31, 2016

Accounts Payable and Accrued Liabilities [Line Items]

Trade payables $ 302,009 $ 226,405

Other accrued liabilities 108,939 86,175

Accrued payroll and related liabilities 106,669 105,111

Accrued warranty 46,678 27,395 $ 20,737 $ 12,159

Income taxes payable 4,065 4,771

Accounts payable and accrued liabilities $ 568,360 $ 449,857

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Quarterly Results of Operations (Unaudited) - Quarterly Results of Operations (Parenthetical) (Detail)

Aug. 31, 2019

2.875% Convertible Senior Notes

Debt Instrument Interest Rate 2.875%

2.25% Convertible Senior Notes

Debt Instrument Interest Rate 2.25%

3.5% Convertible Senior Notes

Debt Instrument Interest Rate 3.50%

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Acquisitions - Preliminary Purchase Price Of Net Asset (Detail) - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

Aug. 20, 2018

Business Acquisition [Line Items]

Goodwill $ 129,947 $ 78,211

Net assets acquired $ 57,600

American Rail car Industries

Business Acquisition [Line Items]

Accounts receivable, net 28,257

Inventories 98,227

Property, plant and equipment, net 225,045

Investments in unconsolidated affiliates 40,314

Intangibles and other assets, net 36,785

Goodwill 56,816

Total assets acquired 485,444

Total liabilities assumed 67,174

Net assets acquired $ 418,270

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Income Taxes (Tables)
12 Months Ended

Aug. 31, 2019

Components of Income Tax Expense of Continuing Operations
Components of income tax expense were as follows:


Years ended August 31,

(In thousands)

2019

2018

2017

Current

Federal
   $ 18,894 $ 28,357 $ 22,710
State
   4,775 3,244 305
Foreign
   37,391 38,628 35,893

   61,060 70,229 58,908
Deferred

Federal
   (8,559 ) (33,459 ) 9,418
State
   (2,542 ) (344 ) (1,467 )
Foreign
   (8,433 ) (3,690 ) (2,732 )

   (19,534 ) (37,493 ) 5,219

Change in valuation allowance
   62 157 (113 )

Income tax expense
   $ 41,588 $ 32,893 $ 64,014


Reconciliation Between Effective and Statutory Tax Rates on Operations
The reconciliation between effective and statutory tax rates on operations is as follows:


    Years ended August 31,


    2019

    2018

    2017

Federal statutory rate
   21.0 % 25.7 % 35.0 %
State income taxes, net of federal benefit
   1.3 0.8 0.1
Foreign operations, excluding transition tax
   5.8 1.8 (3.4 )
Transition tax on foreign earnings
   0.5 3.1 –
Remeasurement of domestic deferred taxes
   – (15.0 ) –
Change in valuation allowance
   – 0.1 –
Noncontrolling interest in flow-through entity
   (5.7 ) (2.4 ) (6.0 )
Permanent differences and other
   4.2 0.6 1.4

Effective tax rate
   27.1 % 14.7 % 27.1 %


Tax Effects of Temporary Differences that give rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities
The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities were as follows:


As of August 31,

(In thousands)

    2019

    2018

Deferred tax assets:

Accrued payroll and related liabilities
   $ 21,978    $ 18,461
Deferred revenue
   8,296    10,642
Inventories and other
   15,392    10,518
Maintenance and warranty accruals
   3,596    7,201
Net operating losses
   3,182    2,002
Investment and asset tax credits
   1,560    1,439

   54,004    50,263
Deferred tax liabilities:

Fixed assets
   56,760    70,942
Original issue discount
   6,253    6,099
Intangibles
   2,813    2,474
Other
   1,432    1,831

   67,258    81,346

Valuation allowance
   692    657

Net deferred tax liability
   $ 13,946    $ 31,740


Unrecognized Tax Benefits
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits:


Years ended August 31,

(In thousands)

2019

2018

2017

Unrecognized Tax Benefit – Opening Balance
   $ 1,608 $ 1,820 $ 942
Gross increases – tax positions in prior period
   – 237 1,368
Gross decreases – tax positions in prior period
   (3 ) (449 ) (53 )
Settlements
   – – –
Lapse of statute of limitations
   – – (437 )

Unrecognized Tax Benefit – Ending Balance
   $ 1,605 $ 1,608 $ 1,820


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Earnings Per Share - Approach to Calculate Diluted Earning Per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 12 Months Ended

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Net earnings attributable to Greenbrier $ 35,107 $ 15,248 $ 2,765 $ 17,956 $ 30,935 $ 32,951 $ 61,642 $ 26,253 $ 71,076 $ 151,781 $ 116,067

Weighted average diluted common shares outstanding 33,165 32,835 32,562

Diluted earnings per share $ 1.06 ^[1] $ 0.46 ^[1] $ 0.08 ^[1] $ 0.54 ^[1] $ 0.94 ^[2] $ 1.01 ^[2] $ 1.91 ^[2] $ 0.83 ^[2] $ 2.14 ^[3] $ 4.68 ^[3] $ 3.65 ^[3]

3.5% Convertible Senior Notes

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Interest and debt issuance costs on the 3.5% Convertible notes, net of tax $ 2,031 $ 2,932

Earnings before interest and debt issuance costs on the 3.5% Convertible notes $ 71,076 $ 153,812 $ 118,999

[1] Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

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[3] Diluted earnings per share was calculated as follows: Earnings before interest and debt issuance costs on the 3.5% convertible notes Weighted average diluted common shares outstanding

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Income Taxes - Reconciliation Between Effective and Statutory Tax Rates on Continuing Operations (Detail)
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Income Tax [Line Items]

Federal statutory rate 21.00% 25.70% 35.00%

State income taxes, net of federal benefit 1.30% 0.80% 0.10%

Foreign operations, excluding transition tax 5.80% 1.80% (3.40%)

Transition tax on foreign earnings 0.50% 3.10%

Remeasurement of domestic deferred taxes (15.00%)

Change in valuation allowance 0.10%

Noncontrolling interest in flow-through entity (5.70%) (2.40%) (6.00%)

Permanent differences and other 4.20% 0.60% 1.40%

Effective tax rate 27.10% 14.70% 27.10%

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Fair Value Measures (Tables)
12 Months Ended

Aug. 31, 2019

Assets and Liabilities Measured at Fair Value on Recurring Basis
Assets and liabilities measured at fair value on a recurring basis as of August 31, 2019 are:

(In thousands)

Total

Level 1

Level 2
(1)

  Level 3

Assets:

Derivative financial instruments
   $ 64    $ –    $ 64    $         –
Nonqualified savings plan investments
   27,967    27,967    –    –
Cash equivalents
   68,100    68,100    –    –

   $ 96,131    $ 96,067    $ 64    $ –

Liabilities:

Derivative financial instruments
   $ 11,279    $ –    $ 11,279    $ –

(1)

Level 2 assets include derivative financial instruments which are valued based on significant observable inputs. See Note 15—Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2018 are:

(In thousands)

Total

Level 1

Level 2
(1)

  Level 3

Assets:

Derivative financial instruments
   $ 1,557    $ –    $ 1,557    $         –
Nonqualified savings plan investments
   26,299    26,299    –    –
Cash equivalents
   126,430    126,430    –    –

   $ 154,286    $ 152,729    $ 1,557    $ –

Liabilities:

Derivative financial instruments
   $ 1,566    $ –    $ 1,566    $ –

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Summary of Significant Accounting Policies (Policies)
12 Months Ended

Aug. 31, 2019

Principles of consolidation
Principles of consolidation

-
The financial statements include the accounts of the Company and its subsidiaries in which it has a controlling interest. All intercompany transactions and balances are eliminated upon consolidation.

Unclassified balance sheet
Unclassified balance sheet

-
The balance sheets of the Company are presented in an unclassified format as a result of significant leasing activities for which the current or
non-current
distinction is not relevant. In addition, the activities of the Manufacturing; Wheels, Repair & Parts; and Leasing & Services segments are so intertwined that in the opinion of management, any attempt to separate the respective balance sheet categories would not be meaningful and may lead to the development of misleading conclusions by the reader.

Foreign currency translation
Foreign currency translation
-
Certain operations outside the U.S., primarily in Europe, prepare financial statements in currencies other than the U.S. Dollar. Revenues and expenses are translated at monthly average exchange rates during the year, while assets and liabilities are translated at
year-end
exchange rates. Translation adjustments are accumulated as a separate component of equity in other comprehensive income (loss). The net foreign currency translation adjustment balances were $34.2 million, $21.5 million and $5.4 million as of August 31, 2019, 2018 and 2017, respectively.

Cash and cash equivalents
Cash and cash equivalents

-
Cash may temporarily be invested primarily in money market funds. All highly-liquid investments with a maturity of three months or less at the date of acquisition are considered cash equivalents.

Restricted cash
Restricted cash

-
Restricted cash primarily relates to amounts held to support a target minimum rate of return on certain agreements and a pass through account for activity related to management services provided for certain third party customers.

Accounts receivable
Accounts receivable
-
Accounts receivable includes receivables from related parties (see Note 18 – Related Party Transactions) and is stated net of allowance for doubtful accounts of $2.2 million and $2.7 million as of August 31, 2019 and 2018, respectively.


As of August 31,

(In thousands)

2019

2018

2017

Allowance for doubtful accounts

Balance at beginning of period
   $ 2,701 $ 1,768 $ 2,215
Additions, net of reversals
   773 938 370
Usage
   (1,311 ) (54 ) (891 )
Currency translation effect
   13 49 74
Balance at end of period
   $ 2,176 $ 2,701 $ 1,768

Inventories
Inventories

-
Inventories are valued at the lower of cost or net realizable value using the
first-in

first-out
method.
Work-in-process
includes material, labor and overhead. Finished goods includes completed wheels, parts and railcars not on lease or in transit.

Leased railcars for syndication
Leased railcars for syndication
-

Leased railcars for syndication consist of newly-built railcars manufactured at one of the Company’s facilities or railcars purchased from third parties, which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. These railcars are generally anticipated to be sold within six months of delivery of the last railcar in a group or six months from when the Company acquires the railcar from a third party and are typically not depreciated during that period as the Company does not believe any economic value of a railcar is lost in the first six months. In the event the railcars are not sold in the first six months, the railcars are either held in Leased railcars for syndication and are depreciated or are transferred to Equipment on operating leases and are depreciated. As of August 31, 2019, Leased railcars for syndication was $182.3 million compared to $130.9 million as of August 31, 2018.

Equipment on operating leases, net
Equipment on operating leases, net

-
Equipment on operating leases is stated net of accumulated depreciation. Depreciation to estimated salvage value is provided on the straight-line method over the estimated useful lives of up to thirty-five years. Management periodically reviews salvage value estimates based on current scrap prices and what the Company expects to receive upon disposal.

Investment in unconsolidated affiliates
Investment in unconsolidated affiliates

-
Investment in unconsolidated affiliates includes the Company’s interests which are accounted for under the equity method of accounting. See Note 8 – Investments In Unconsolidated Affiliates for additional information.

Property, plant and equipment
Property, plant and equipment

-
Property, plant and equipment is stated at cost, net of accumulated depreciation. Depreciation is provided on the straight-line method over estimated useful lives which primarily are as follows:


Depreciable Life

Buildings and improvements
   10 – 30 years
Machinery and equipment
   3 – 20 years
Other
   3 – 7 years

Goodwill
Goodwill

-
Goodwill is recorded when the purchase price of an acquisition exceeds the fair market value of the net assets acquired. Goodwill is not amortized and is tested for impairment at least annually and more frequently if material changes in events or circumstances arise. The provisions of ASC 350
Intangibles – Goodwill and Other
, require the Company to perform an annual impairment test on goodwill. The Company reviews goodwill for impairment annually using either a qualitative assessment or a quantitative goodwill impairment test. If the qualitative assessment is selected and determines that fair value of each reporting unit more likely than not exceeds its carrying value, no further assessment is necessary. For reporting units where we perform the quantitative goodwill impairment test an impairment loss is recorded to the extent that the reporting unit’s carrying amount exceeds the reporting unit’s fair value. An impairment loss cannot exceed the total amount of goodwill allocated to the reporting unit. See Note 9 – Goodwill for additional information.

Intangible and other assets, net
Intangible and other assets, net

-
Intangible assets are recorded when a portion of the purchase price of an acquisition is allocated to assets such as customer contracts and relationships and trade names. Intangible assets with finite lives are amortized using the straight line method over their estimated useful lives which are up to 20 years. Other assets include revolving note fees which are capitalized and amortized as interest expense over the life of the related borrowings.

Impairment of long-lived assets
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 forecasted 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 estimated realizable value is recognized in the current period. No impairment of long-lived assets was recorded in the years ended August 31, 2019, 2018 and 2017.

Warranty accruals
Warranty accruals
-

Warranty costs are estimated and charged to operations to cover a defined warranty period. The estimated warranty cost is based on 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, are reviewed periodically and updated based on warranty trends.

Income taxes
Income taxes

-
The asset and liability method is used to account for income taxes. Deferred income taxes are provided for the temporary effects of differences between assets and liabilities recognized for financial statement and income tax reporting purposes. Valuation allowances reduce deferred tax assets to an amount that will more likely than not be realized. The Company recognizes liabilities for uncertain tax positions based on whether evidence indicates that it is more likely than not that the position will be sustained on audit. The Company reevaluates these uncertain tax positions on a quarterly basis. Changes in tax law or court interpretations may result in the recognition of a tax benefit or an additional charge to the tax provision.

Deferred revenue
Deferred revenue
- Cash payments received prior to meeting revenue recognition criteria are recorded in Deferred revenue. Amounts are reclassified out of Deferred revenue once the revenue recognition criteria have been met. Deferred revenue primarily consists of customer prepayments and the unrecognized portion of the $40 million upfront fee from MUL. The Company also has a 40% interest in the common equity of an entity that buys and sells railcar assets that are leased to third parties. Deferred revenue includes 40% of the revenue and margin of railcars sold to this entity until the railcars are ultimately sold to a third party.

Noncontrolling interest and Contingently redeemable noncontrolling interest
Noncontrolling interest and Contingently redeemable noncontrolling interest
-
The Company has a joint venture with Grupo Industrial Monclova, S.A. (GIMSA) that manufactures new railroad freight cars for the North American marketplace at GIMSA’s existing manufacturing facility located in Frontera, Mexico. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company maintains a controlling interest as evidenced by the right to appoint the majority of the Board of Directors, control over accounting, financing, marketing and engineering and approval and design of products. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.
Greenbrier-Astra Rail was formed in 2017 between the Company’s existing European operations headquartered in Swidnica, Poland and Astra Rail, based in Arad, Romania. Greenbrier-Astra Rail is controlled by the Company with an approximate 75% interest. The Company consolidates Greenbrier-Astra Rail for financial reporting purposes and includes the noncontrolling interest in the mezzanine section of the Consolidated Balance Sheet in Contingently redeemable noncontrolling interest (see Note 4 – Acquisitions).
In August 2018, Greenbrier-Astra Rail entered into an agreement to take an approximately 68% ownership stake in Rayvag, a railcar manufacturing company based in Adana, Turkey. Rayvag is controlled by the Company. The Company consolidates Rayvag for financial reporting purposes. The noncontrolling interest related to the partner’s interest is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.
The Company has a joint venture with Summit Railroad Products, Inc. to provide axle services. Each party owns a 50% interest in the joint venture. The financial results of this operation are consolidated for financial reporting purposes as the Company has the power to direct the activities which most significantly impact the economic performance of the entity. The noncontrolling interest related to the partner’s 50% interest in the joint venture is included in Noncontrolling interest in the equity section of the Company’s Consolidated Balance Sheet.
Net earnings attributable to noncontrolling interest on the Company’s Consolidated Statement of Income represents the Company’s partners’ share of results from operations.

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

(In thousands)

Unrealized
Gain (Loss)
on Derivative
Financial
Instruments

Foreign
Currency
Translation
Adjustment

Other

Accumulated
Other
Comprehensive
Loss

Balance, August 31, 2018
   $ (431 ) $ (21,506 ) $ (1,429 ) $ (23,366 )
Other comprehensive loss before reclassifications
   (10,264 ) (12,688 ) (351 ) $ (23,303 )
Amounts reclassified from accumulated other comprehensive loss
   1,854 – – $ 1,854
Balance, August 31, 2019
   $ (8,841 ) $ (34,194 ) $ (1,780 ) $ (44,815 )
The amounts reclassified out of Accumulated other comprehensive loss into the Consolidated Statements of Income, with the financial statement caption, were as follows:


Year Ended August 31,

Financial Statement
Caption
(In thousands)

    2019

    2018

(Gain) loss on derivative financial instruments:

Foreign exchange contracts
   $ 1,794 $ (716 ) Revenue and Cost of revenue
Interest rate swap contracts
   545 298 Interest and foreign exchange
   2,339 (418 ) Total before tax
   (485 ) 3 Tax benefit (expense)
   $ 1,854 $ (415 ) Net of tax

Revenue recognition
Revenue recognition

-
The Company measures revenue at the amounts that reflect the consideration to which it expects to be entitled in exchange for transferring control of goods and services to customers. The Company recognizes revenue either at the point in time or over the period of time that performance obligations to customers are satisfied. Payment terms vary by segment and product type and are generally due within normal commercial terms. The Company’s contracts with customers may include multiple performance obligations (e.g. railcars, maintenance, management services, etc.). For such arrangements, the Company allocates revenues to each performance obligation based on its relative standalone selling price. The Company has disaggregated revenue from contracts with customers into categories which describe the principal activities from which it generates revenues.
Manufacturing
Railcars are manufactured in accordance with contracts with customers. The Company recognizes revenue upon its customers’ acceptance of the completed railcars at a specified delivery point. From time to time, the Company enters into multi-year supply agreements. Each railcar delivery is considered a distinct performance obligation, such that the amounts that are recognized as revenue following railcar delivery are generally not subject to change.
The Company typically recognizes marine vessel manufacturing revenue over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in completing the construction of the marine vessel for the customer and is consistent with the percentage of completion method used prior to the adoption of the new revenue standard.
Wheels, Repair & Parts
The Company operates a network of wheel, repair and parts shops in North America that provide complete wheelset reconditioning and railcar repair services.

Wheels revenue is recognized when wheelsets are shipped to the customer or when consumed by customers in the case of consignment arrangements. Parts revenue is recognized upon shipment of the parts to the customers.
Repair revenue is typically recognized over time using the cost input method, based on progress toward contract completion measured by actual costs incurred to date in relation to the estimate of total expected costs. This method best depicts the Company’s performance in repairing the railcars for the customer. Repair services are typically completed in less than 90 days.
Leasing & Services
The Company owns a fleet of new and used cars which are leased to third-party customers. Lease revenue is recognized over the lease-term in the period in which it is earned in accordance with ASC 840
Leases
.
Syndication transactions represent new and used railcars which have been placed on lease to a customer and which the Company intends to sell to an investor with the lease attached. At the time of such sale, revenue and cost of revenue associated with railcars that the Company has manufactured are recognized in the Manufacturing segment; while revenue and cost of revenue associated with railcars which were obtained from a third-party with the intent to resell them and subsequently sold, are recognized in Leasing & Services. In addition the Company will often perform management or maintenance services at market rates for these railcars. The Company evaluates the terms of any remarketing agreements and any contractual provisions that represent retained risk and the level of retained risk based on those provisions. The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less.
The Company enters into multi-year contracts to provide management and maintenance services to customers for which revenue is generally recognized on a straight-line basis over the contract term as a stand-ready obligation. Costs to fulfill these contracts are recognized as incurred.

Interest and foreign exchange
Interest and foreign exchange -
Interest and foreign exchange includes foreign exchange transaction gains and losses, amortization of loan fee expense, accretion of debt discounts and external interest expense.

(In thousands)

Years ended August 31,


2019

2018

2017

Interest and foreign exchange:

Interest and other expense
   $ 32,260 $ 30,946 $ 23,519
Foreign exchange (gain) loss
   (1,348 ) (1,578 ) 673
   $ 30,912 $ 29,368 $ 24,192

Research and development
Research and development
-
Research and development costs are expensed as incurred. Research and development costs incurred for new product development during the years ended August 31, 2019, 2018 and 2017 were $5.4 million, $6.0 million and $4.2 million, respectively, included in Selling and administrative expenses.

Net earnings per share
Net earnings per share

-
Basic earnings per common share (EPS) includes restricted stock grants and restricted stock units that are considered participating securities, including some grants subject to certain performance criteria, in weighted average basic common shares outstanding when calculating EPS when the Company is in a net earnings position.
Diluted 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 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance-based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.

Stock-based compensation
Stock-based compensation -
The value of stock based compensation awards is amortized as compensation expense from the date of grant through the earlier of the vesting period or in some instances the recipient’s eligible retirement date. Stock based compensation expense consists of restricted stock units, restricted stock and phantom stock units awards. Stock based compensation expense for the years ended August 31, 2019, 2018 and 2017 was $11.2 million, $29.3 million and $26.4 million, respectively and was recorded in Selling and administrative on the Consolidated Statements of Income.
Restricted stock units and restricted stock awards are accounted for as equity based awards (see Note 16 – Equity). Phantom stock units are accounted for as liability based awards.
Phantom Stock Units
The Company began granting phantom stock units during the year ended August 31, 2016. Every phantom stock unit entitles the participant to receive a cash payment equal to the value of a single share of the Company’s common stock upon vesting. The holders of unvested phantom stock units are entitled to participate in dividend equivalents.
There were no phantom stock units awarded during the years ended August 31, 2019 and 2018. During the year ended August 31, 2017, the Company awarded 151,634 phantom stock units which include performance-based grants. As of August 31, 2019, there were a total of 72,144 phantom stock units associated with unvested performance-based grants. The actual number of phantom stock units that will vest associated with performance-based phantom stock units will vary depending on the Company’s performance. An additional 72,144 phantom stock units, associated with awards granted in 2017, may be granted if performance-based phantom stock units vest at stretch levels of performance. The grant date fair value of phantom stock awards was $6.7 million for the year ended August 31, 2017.
Our phantom stock unit grants are considered liability based awards and therefore are
re-measured
at the end of each reporting period. Compensation expense is recognized through the earlier of the vesting period or the recipient’s eligible retirement date. Time-based awards to employees are expensed upon grant when the recipient’s eligible retirement date precedes the grant date or during the vesting period if the grantee becomes retirement eligible before the vesting period is complete. Compensation expense related to phantom stock unit grants is recorded in Selling and administrative expense and Cost of revenue on the Company’s Consolidated Statements of Income. For the year ended August 31, 2019, a $1.2 million benefit was recognized in compensation expense for the
re-measurement
of phantom stock units due to a lower stock price. Compensation expense recognized related to phantom stock units for the years ended August 31, 2018 and 2017 was $12.1 million and $6.2 million, respectively. Unamortized compensation cost related to phantom stock unit grants was $0.3 million, $5.9 million and $10.9 million as of August 31, 2019, 2018 and 2017, respectively.

Management estimates
Management 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.

Reclassifications
Reclassifications
- Certain immaterial reclassifications have been made to the accompanying prior year Consolidated Financial Statements to conform to the current year presentation.

Initial Adoption of Accounting Policies
Initial Adoption of Accounting Policies
Revenue Recognition
In the first quarter of 2019, the Company adopted Accounting Standard Update
2014-09,

Revenue from Contracts with Customers
(ASU
2014-09).
This standard was issued to provide a common revenue recognition model for entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for the goods or services. The new standard also requires additional disclosures to sufficiently describe the nature, amount, timing, and uncertainty of revenue and cash flow arising from contracts with customers. As a result of adopting the new standard, the majority of the Company’s revenue recognition timing remained unchanged, while certain minor changes have occurred related to maintenance and repair services. Costs incurred while fulfilling maintenance contracts are now recognized as incurred while the related revenue continues to be recognized over time. Additionally, repair and rail retrofit service revenue, while previously recognized upon completion of an order, is now recognized as costs are incurred. This standard was adopted using a modified retrospective approach through a cumulative effect adjustment, which increased retained earnings by $5.5 million at September 1, 2018. Other adjustments recorded to the September 1, 2018 opening balance sheet were not material. The adoption of the new revenue standard did not have a material effect on the Condensed Consolidated Balance Sheet or Statement of Income.
Restricted Cash
In the first quarter of 2019, the Company adopted Accounting Standard Update
2016-18,

Restricted Cash
(ASU
2016-18).
This update requires additional disclosure and that the Statement of Cash Flow explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash. Therefore, amounts generally described as restricted cash should be included with cash & cash equivalents when reconciling the
beginning-of-period
and
end-of-period
total amounts shown on the Statement of Cash Flows. The guidance requires retrospective presentation to each period presented. The adoption of ASU
2016-18
did not have an impact on the Condensed Consolidated Balance Sheet and Statement of Income, but did result in revisions to the Condensed Consolidated Statement of Cash Flows as well as other revised disclosures.

Prospective accounting changes
Prospective Accounting Changes
Lease Accounting
In February 2016, the FASB issued Accounting Standards Update
2016-02,

Leases
(ASU
2016-02).
The new guidance supersedes existing guidance on accounting for leases in Topic 840 and is intended to increase the transparency and comparability of accounting for lease transactions. ASU
2016-02
requires most leases to be recognized on the balance sheet by recording a
right-of-use
asset and a lease liability. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Lessor accounting remains similar to the current model, but updated to align with certain changes to the lessee model and the new revenue recognition standard. The ASU will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 and the Company plans to adopt this standard on September 1, 2019. ASU
2016-02
initially required entities to adopt the standard using a modified retrospective transition method. In July 2018, the FASB issued certain updates including ASU
2018-11,

Leases
(Topic 842): Targeted Improvements, which provide optional transition practical expedients allowing companies to adopt the new standard with a cumulative effect adjustment as of the beginning of the year of adoption with prior year comparative financial information and disclosures remaining as previously reported. The Company plans to elect this optional practical expedient.

The Company evaluated the transition and presentation approaches available as well as the impact of the new guidance on its consolidated financial statements and related disclosures, including the increase in the assets and liabilities on its balance sheet, and the impact on its current lease portfolio from both a lessor and lessee perspective. To facilitate this, the Company utilized a comprehensive approach to review its lease portfolio, as well as assessed system requirements and control implications. The new guidance provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients,” which allows it not to reassess under the new guidance their prior conclusions about lease identification and initial direct costs. The Company did not elect the
use-of-hindsight
practical expedient. In addition, the new guidance provides practical expedients for an entity’s ongoing lessee accounting. The Company elected to not separate lease and
non-lease
components for the majority of its asset classes. The Company elected the short-term lease recognition exemption for all leases that qualify which means it will not recognize
right-of-use
assets or lease liabilities for these leases.
The most significant effects of adoption relate to the recognition of a
right-of-use
asset and lease liability on the Company’s balance sheet for operating leases and providing new disclosures about its leasing activities. The Company currently expect the
right-of-use
asset and lease liability as of September 1, 2019 will be between $40 and $45 million. The adoption of this new standard also requires the Company to eliminate deferred gains associated with certain sale-leaseback transactions and upon implementation the Company will record an increase to retained earnings of approximately $5 million. In addition, the Company will derecognize approximately $9 million of existing assets and approximately $13 million of deferred revenue for railcar transactions previously not qualifying as sales due to continuing involvement, that now qualify for sale accounting under the new guidance upon adoption. The gain associated with this change in accounting, will be offset by the recognition of a new guarantee liability, resulting in an immaterial net adjustment to retained earnings as of September 1, 2019. The Company does not expect the new guidance to have a material impact on its results of operations.
Derivatives and Hedging
In August 2017, the FASB issued Accounting Standards Update
2017-12,

Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities
(ASU
2017-12).
This update improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and make certain targeted improvements to simplify the application of the hedge accounting guidance. The guidance expands the ability to qualify for hedge accounting for
non-financial
and financial risk components, reduces complexity in fair value hedges of interest rate risk and eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. The new guidance is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2019. We do not expect the new guidance to have a material impact on our results of operations.
Measurement of Credit Losses on Financial Instruments
In June 2016, the FASB issued Accounting Standard Update
2016-13,

Financial Instruments – Credit Losses
(ASU
2016-13).
This update introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new guidance will apply to loans, accounts receivable, trade receivables, other financial assets measured at amortized cost, loan commitments and other
off-balance
sheet credit exposures. The new guidance will also apply to debt securities and other financial assets measured at fair value through other comprehensive income. The new guidance is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company plans to adopt this guidance beginning September 1, 2020. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

Foreign Exchange Contracts

Derivatives
Forward exchange contracts

-
Foreign operations give rise to risks from changes in foreign currency exchange rates. Forward exchange contracts with established financial institutions are used to hedge a portion of such risk. Realized and unrealized gains and losses on effective hedges are deferred in other comprehensive income (loss) and recognized in earnings concurrent with the hedged transaction or when the occurrence of the hedged transaction is no longer considered probable. Ineffectiveness is measured and any gain or loss is recognized in foreign exchange (gain) loss. Even though forward exchange contracts are entered into to mitigate the impact of currency fluctuations, certain exposure remains, which may affect operating results. In addition, there is risk for counterparty
non-performance.

Interest rate swap contracts

Derivatives
Interest rate instruments

-
Interest rate swap agreements are used to reduce the impact of changes in interest rates on certain debt. The net cash amounts paid or received under the agreements are recognized as an adjustment to interest expense.

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XML 114 R33.htm IDEA: XBRL DOCUMENT v3.19.3

Commitments and Contingencies
12 Months Ended

Aug. 31, 2019

Commitments and Contingencies
Note 23 - Commitments and Contingencies
Portland Harbor Superfund Site
The Company’s Portland, Oregon manufacturing facility is located adjacent to the Willamette River. 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. Ten private and public entities, including the Company (the Lower Willamette Group or LWG), 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 did not sign such consent, but nevertheless contributed money to the effort. The
EPA-mandated
RI/FS was produced by the LWG and cost over $110 million during a
17-year
period. The Company bore a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure during the
17-year
period was not material. Some or all of any such outlay may be recoverable from other responsible parties. The EPA issued its Record of Decision (ROD) for the Portland Harbor Site on January 6, 2017 and accordingly on October 26, 2017, the AOC was terminated.
Separate from the process described above, which focused on the type of remediation to be performed at the Portland Harbor Site and the schedule for such remediation, 83 parties, including the State of Oregon and the federal government, entered into a
non-judicial
mediation process to try to allocate costs associated with remediation of the Portland Harbor site. Approximately 110 additional parties 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 been stayed by the court until January 16, 2020. The allocation process is continuing in parallel with the process to define the remediation steps.
The EPA’s January 6, 2017 ROD identifies a
clean-up
remedy that the EPA estimates will take 13 years of active remediation, followed by 30 years of monitoring with an estimated undiscounted cost of $1.7 billion. The EPA typically expects its cost estimates to be accurate within a range of
-30%
to +50%, but this ROD states that changes in costs are likely to occur as a result of new data it wanted to collect over a
2-year
period prior to final remedy design. The ROD identifies 13 Sediment Decision Units (SDUs). One of the units, RM9W, includes the nearshore area of the river sediments offshore of our Portland, Oregon manufacturing facility as well as upstream and downstream of the facility. It also includes a portion of our riverbank. The ROD does not break down total remediation costs by SDU. The EPA’s ROD concluded that more data was needed to better define
clean-up
scope and cost. On December 8, 2017, the EPA announced that Portland Harbor is one of 21 Superfund sites targeted for greater attention. On December 19, 2017, the EPA announced that it had entered a new AOC with a group of four potentially responsible parties to conduct additional sampling during 2018 and 2019 to provide more certainty about
clean-up
costs and aid the mediation process to allocate those costs. The parties to the mediation, including the Company, have agreed to help fund the additional sampling. The sampling is completed and the EPA is evaluating possible resulting changes to remediation cost estimates.
The ROD does not address responsibility for the costs of
clean-up,
nor does it allocate such costs among the potentially responsible parties. Responsibility for funding and implementing the EPA’s selected cleanup remedy will be determined at an unspecified later date. 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, remedial design, 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.
On January 30, 2017 the Confederated Tribes and Bands of Yakama Nation sued 33 parties including the Company as well as the United States and the State of Oregon for costs it incurred in assessing alleged natural resource damages to the Columbia River from contaminants deposited in Portland Harbor.
Confederated Tribes and Bands of the Yakama Nation v. Air Liquide America Corp., et al.,
United States Court for the District of Oregon Case No.
3i17-CV-00164-SB.
The complaint does not specify the amount of damages the Plaintiff will seek. The case has been stayed until January 16, 2020.
Oregon Department of Environmental Quality (DEQ) Regulation of Portland Manufacturing Operations
The Company has entered into a Voluntary Cleanup Agreement with the 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. 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 discussing with the DEQ potential remedial actions which may be required. The Company’s 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.
Other Litigation, Commitments and Contingencies
In connection with the acquisition of the manufacturing business of ARI, the Company agreed to assume potential legacy liabilities (known and unknown) related to railcars manufactured by ARI. Among these potential liabilities are certain retrofit and repair obligations arising from regulatory actions by the Federal Railroad Administration and the Association of American Railroads. In some cases, ARI shares with the Company the costs of these retrofit and repair obligations. The Company currently is not able to determine if any of these liabilities will have a material adverse impact on the Company’s results of operations.
From time to time, Greenbrier is involved as a defendant in litigation in the ordinary course of business, the outcomes of which cannot be predicted with certainty. While the ultimate outcome of such legal proceedings cannot be determined at this time, the Company believes that the resolution of pending litigation will not have a material adverse effect on the Company’s Consolidated Financial Statements.

As of August 31, 2019, the Company had outstanding letters of credit aggregating to $24.4 million associated with performance guarantees, facility leases and workers compensation insurance.
As of August 31, 2019, the Company had a $10.0 million note receivable from Amsted-Maxion, its unconsolidated Brazilian castings and components manufacturer and an $18.4 million note receivable balance from Greenbrier-Maxion, its unconsolidated Brazilian railcar manufacturer. These note receivables are included on the Consolidated Balance Sheet in Accounts receivable, net. In the future, the Company may make loans to or provide guarantees for Amsted-Maxion or Greenbrier-Maxion.

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Investments In Unconsolidated Affiliates
12 Months Ended

Aug. 31, 2019

Investments In Unconsolidated Affiliates
Note 8 - Investments In Unconsolidated Affiliates
GBW
The Company had a 50% ownership interest in GBW which performed railcar repair, refurbishment and maintenance until August 20, 2018, on which date the Company entered into a dissolution agreement (See Note 4 – Acquisitions). The Company accounted for its interest in GBW under the equity method of accounting.
The assets and liabilities shown below as of August 31, 2019 primarily represent remaining cash and a payable to its owners, while the summarized income statement for the year ended August 31, 2019 is for GBW’s full year of activity.
Summarized financial data for GBW is as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 1,248    $ 8,531
Total assets
   $ 1,248    $ 8,531
Current liabilities
   $ 1,248    $ 23,283
Total liabilities
   $ 1,248    $ 23,283


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 879 $ 238,033 $ 253,436
Margin
   $ (1,126 ) $ (6,047 ) $ (4,058 )
Net loss
(1)
   $ (4,104 ) $ (51,679 ) $ (36,947 )
(1)
In 2018 and 2017, GBW recorded a
pre-tax
goodwill impairment loss of $26.4 million and $11.2 million, respectively.
Greenbrier-Maxion
The Company has a 60% ownership interest in Greenbrier-Maxion, a railcar manufacturer in Brazil. Greenbrier-Maxion also assembles bogies and offers a range of aftermarket services including railcar overhaul and refurbishment. The Company does not consolidate Greenbrier-Maxion for financial reporting purposes and accounts for its interest under the equity method of accounting as the entity’s governance provisions require that all significant decisions of Greenbrier-Maxion are subject to shared consent of its shareholders.
Summarized financial data for Greenbrier-Maxion is as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 39,768    $ 41,619
Total assets
   $ 85,167    $ 61,034
Current liabilities
   $ 62,541    $ 38,027
Total liabilities
   $ 74,261    $ 41,539


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 99,547 $ 187,664 $ 228,510
Margin
   $ 2,017 $ 10,086 $ 24,372
Net income (loss)
   $ (9,144 ) $ (3,006 ) $ 1,378
Amsted-Maxion
The Company has a 24.5% ownership interest in Amsted-Maxion, a manufacturer of castings and components for railcars and other heavy equipment. The Company retains an option to increase its ownership to 29.5% subject to certain conditions. Amsted-Maxion has a 40% ownership position in Greenbrier-Maxion. The Company accounts for its interest in Amsted-Maxion under the equity method of accounting.
Summarized financial data for Amsted-Maxion is as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 25,220    $ 21,463
Total assets
   $ 107,451    $ 111,589
Current liabilities
   $ 54,445    $ 27,981
Total liabilities
   $ 88,016    $ 83,407


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 86,421 $ 96,490 $ 90,114
Margin
   $ 4,949 $ 8,001 $ 5,983
Net loss
   $ (9,268 ) $ (9,590 ) $ (20,114 )

Other Unconsolidated Affiliates
The Company has nine other unconsolidated affiliates which are accounted for under the equity method of accounting. For the year ended August 31, 2019, the Company recognized net earnings of $3.7 million from these other unconsolidated affiliates.
Summarized financial information, shown as 100% of these other unconsolidated affiliates in aggregate are as follows:


    As of August 31,

(In thousands)

    2019

    2018

Current assets
   $ 45,287    $ 32,168
Total assets
   $ 255,549    $ 239,535
Current liabilities
   $ 9,836    $ 3,647
Total liabilities
   $ 49,747    $ 52,852


Years ended August 31,

(In thousands)

2019

2018

2017

Revenue
   $ 50,423    $ 25,549    $ 39,161
Margin
   $ 19,877    $ 11,360    $ 8,015
Net income
   $ 12,751    $ 6,988    $ 5,202

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Consolidated Statements of Cash Flows (Parenthetical)

Aug. 31, 2019

2.25% Convertible Senior Notes

Debt instrument, interest rate 2.25%

3.5% Convertible Senior Notes

Debt instrument, interest rate 3.50%

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Acquisitions
12 Months Ended

Aug. 31, 2019

Acquisitions
Note 4 - Acquisitions
Manufacturing business of American Railcar Industries, Inc. (ARI)
On July 26, 2019, the Company completed its acquisition of the manufacturing business of ARI for a purchase price of approximately $418.3 million. In connection with the acquisition, the Company acquired two railcar manufacturing facilities in Arkansas, as well as other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. The purchase price includes approximately $8.0 million for capital expenditures on railcar lining operations and other facility improvements. Included in the acquisition were equity interests in two railcar component manufacturing businesses which Greenbrier will account for under the equity method of accounting and recognize at their respective fair value as investments in unconsolidated affiliates.

The purchase price was funded by, and consisted of, a combination of cash on hand, the proceeds of a $300 million secured term loan, the issuance to the seller of a $50 million senior convertible note and a payable to the seller for a working capital
true-up
amount (See Note 14 – Notes Payable, net).
For the year ended August 31, 2019, the operations contributed by ARI’s manufacturing business generated revenues of $43.0 million and a loss from operations of $1.6 million, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment.
The preliminary purchase price of the net assets acquired from ARI was allocated as follows:

(in thousands)

Accounts receivable, net
   $ 28,257
Inventories
   98,227
Property, plant and equipment, net
   225,045
Investments in unconsolidated affiliates
   40,314
Intangibles and other assets, net
   36,785
Goodwill
   56,816

Total assets acquired
   485,444

Total liabilities assumed
   67,174

Net assets acquired
   $ 418,270

The above purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and is subject to change as additional information is obtained related to the amounts allocated to the assets acquired and liabilities assumed. As a result of the proximity of the acquisition date to August 31, 2019 and as we did not acquire 100% of ARI, the amounts of all assets acquired and liabilities assumed are preliminary. During the measurement period, which may extend up to 12 months after the date of acquisition, the Company will adjust these assets and liabilities if new information is obtained about the facts and circumstances that existed as of the acquisition date and revised amounts will be recorded as of that date. The effect of measurement period adjustments to the estimated amounts will be reflected on a prospective basis.
The identified intangible assets assumed in the acquisition were recognized as follows:

(In thousands)

Fair value

Weighted average
estimated useful life
(in years)

Trademarks and patents
   $ 19,500    9
Customer and supplier relationships
   16,071    7

Identified intangible assets subject to amortization
   35,571
Other identified intangible assets not subject to amortization
   860

Total identified intangible assets
   $ 36,431

In accordance with ASC 805, the following unaudited pro forma financial information summarizes the combined operating results of Greenbrier and ARI’s manufacturing business as if the acquisition of ARI’s manufacturing business occurred on September 1, 2017. In addition, this pro forma financial information includes acquisition-related adjustments including depreciation expense to reflect the increased fair value of property, plant and equipment, amortization expense related to identified intangible assets, interest expense on the $50 million convertible senior note and $300 million senior term debt issued, and the related income tax effects. This pro forma financial information is presented for informational purposes only and does not include adjustments relating to the Company’s expected cost-savings and other synergies, and as such, is not indicative of the results of operations that would have been achieved if the acquisition had occurred on September 1, 2017 or of results that may occur in the future.


As of August 31,

(In thousands, except per share amounts)

2019

2018

Revenue
   $ 3,462,255    $ 2,893,400
Net earnings attributable to Greenbrier
   $ 57,284    $ 137,399
Basic earnings per common share
   $ 1.76    $ 4.45
Diluted earnings per common share
   $ 1.73    $ 4.25
GBW
On August 20, 2018, the Company entered into a dissolution agreement with Watco Companies, LLC, its previous joint venture partner, to discontinue their GBW Railcar Services railcar repair joint venture. Pursuant to the dissolution agreement, previously operated Greenbrier repair shops and associated employees returned to the Company. Additionally, the dissolution agreement provides that certain agreements entered into in connection with the original creation of GBW in 2014 were terminated as of the transaction date, including the leases of real and personal property, service agreements, and certain employment-related agreements.
As the assets received and liabilities assumed from GBW meet the definition of a business, the Company has accounted for this transaction as a business combination. The total net assets acquired were approximately $57.6 million. Additionally, the Company removed the book value of its remaining equity method investment in, and note receivable due from, the joint venture.
For the year ended August 31, 2019, the Repair operations generated consolidated revenues of $87.5 million and a loss from operations of $24.9 million, which are reported in the Company’s consolidated financial statements as part of the Wheels, Repair & Parts segment. This loss from operations includes $10.0 million of
non-cash
impairment loss from goodwill. See Note 9 – Goodwill.
Greenbrier Astra Rail
On June 1, 2017, Greenbrier and Astra Holding GmbH (Astra) contributed its European operations to a newly formed company, Greenbrier-Astra Rail (GAR), a Europe-based freight railcar manufacturing, engineering and repair business. As consideration for an approximate 75% controlling interest, Greenbrier agreed to pay Astra €30 million at closing, an additional €30 million which was paid on June 1, 2018 and issue an approximate 25% noncontrolling interest in the new company. The total net assets acquired of $115.8 million includes $38.3 million representing the fair value of the noncontrolling interest at the acquisition date.
Astra also received a put option to sell its entire noncontrolling interest to Greenbrier at an exercise price equal to the higher of fair value or a defined EBITDA multiple as measured on the exercise date. The option is exercisable 30 days prior to and up until June 1, 2022. Due to Astra’s redemption right under the put option, the noncontrolling interest has been classified as a Contingently redeemable noncontrolling interest in the mezzanine section of the Consolidated Balance Sheets. The carrying value of the noncontrolling interest cannot be less than the maximum redemption amount, which is the amount Greenbrier will settle the put option for if exercised. Adjustments to reconcile the carrying value to the maximum redemption amount are recorded to retained earnings.

For the year ended August 31, 2019 and 2018, the European operations contributed by Astra generated revenues of $150.3 million and $136.8 million, respectively, and a loss from operations of $19.4 million and $11.5 million, respectively, which are reported in the Company’s consolidated financial statements as part of the Manufacturing segment.
The purchase price of the net assets acquired from Astra was allocated as follows:

(in thousands)

Cash and cash equivalents
   $ 6,562
Accounts receivable, net
   10,984
Inventories
   30,454
Property, plant and equipment, net
   75,296
Intangibles and other assets, net
   17,300
Goodwill
   25,746

Total assets acquired
   166,342
Accounts payable and accrued liabilities
   17,879
Deferred income taxes
   7,292
Deferred revenue
   964
Notes payable, net
   24,382

Total liabilities assumed
   50,517
Net assets acquired
   $ 115,825

On August 2, 2018, GAR entered in to an agreement with Rayvag Vagon Sanavi ve Ticaret A.S. (Rayvag) to take an approximately 68% ownership stake in Rayvag. Rayvag is a railcar manufacturer and provider of railcar repair and parts services based in Adana, Turkey. The amount paid to acquire the 68% ownership stake in Rayvag was not material to the Company’s consolidated financial statements.

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Inventories - Inventory Valuation (Detail) - USD ($)
$ in Thousands
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]

Balance at beginning of period $ 5,614

Balance at end of period 9,512 $ 5,614

Inventory Valuation Reserve

SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]

Balance at beginning of period 5,614 4,136 $ 3,257

Charge to cost of revenue 9,734 4,023 2,781

Disposition of inventory (5,651) (2,455) (2,003)

Currency translation effect (185) (90) 101

Balance at end of period $ 9,512 $ 5,614 $ 4,136

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Intangibles and Other Assets, Net - Identifiable Intangible and Other Assets (Detail) - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

Intangibles and Other Assets by Major Class [Line Items]

Finite-Lived Intangible Assets, Net, Total $ 67,995 $ 38,845

Intangible assets not subject to amortization 5,450 5,115

Prepaid and other assets 15,749 18,935

Nonqualified savings plan investments 27,967 26,299

Debt issuance costs, net 4,568 1,824

Assets held for sale 3,650 3,650

Total Intangible and other assets, net 125,379 94,668

Customer and supplier relationships

Intangibles and Other Assets by Major Class [Line Items]

Finite lived intangible assets gross 89,722 73,601

Accumulated amortization (48,850) (44,656)

Other Intangible Assets

Intangibles and Other Assets by Major Class [Line Items]

Finite lived intangible assets gross 34,031 15,219

Accumulated amortization $ (6,908) $ (5,319)

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Investments in Unconsolidated Affiliates - Schedule of Summarized Financial Data (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Schedule of Equity Method Investments [Line Items]

Total assets $ 2,990,637 $ 2,465,464 $ 2,990,637 $ 2,465,464 $ 2,397,705

Revenue 914,245 $ 856,152 $ 658,671 $ 604,523 689,206 $ 641,387 $ 629,336 $ 559,535 3,033,591 2,519,464 2,169,164

Margin 133,537 106,572 53,844 72,533 105,887 108,507 105,347 89,314 366,486 409,055 421,299

Net income (loss) 35,107 $ 15,248 $ 2,765 $ 17,956 30,935 $ 32,951 $ 61,642 $ 26,253 71,076 151,781 116,067

GBW Railcar Services LLC

Schedule of Equity Method Investments [Line Items]

Current assets 1,248 8,531 1,248 8,531

Total assets 1,248 8,531 1,248 8,531

Current liabilities 1,248 23,283 1,248 23,283

Total liabilities 1,248 23,283 1,248 23,283

Revenue 879 238,033 253,436

Margin (1,126) (6,047) (4,058)

Net income (loss) ^[1] (4,104) (51,679) (36,947)

Greenbrier-Maxion

Schedule of Equity Method Investments [Line Items]

Current assets 39,768 41,619 39,768 41,619

Total assets 85,167 61,034 85,167 61,034

Current liabilities 62,541 38,027 62,541 38,027

Total liabilities 74,261 41,539 74,261 41,539

Revenue 99,547 187,664 228,510

Margin 2,017 10,086 24,372

Net income (loss) (9,144) (3,006) 1,378

Amsted-Maxion

Schedule of Equity Method Investments [Line Items]

Current assets 25,220 21,463 25,220 21,463

Total assets 107,451 111,589 107,451 111,589

Current liabilities 54,445 27,981 54,445 27,981

Total liabilities 88,016 83,407 88,016 83,407

Revenue 86,421 96,490 90,114

Margin 4,949 8,001 5,983

Net income (loss) (9,268) (9,590) (20,114)

Other Unconsolidated Affiliates

Schedule of Equity Method Investments [Line Items]

Current assets 45,287 32,168 45,287 32,168

Total assets 255,549 239,535 255,549 239,535

Current liabilities 9,836 3,647 9,836 3,647

Total liabilities $ 49,747 $ 52,852 49,747 52,852

Revenue 50,423 25,549 39,161

Margin 19,877 11,360 8,015

Net income (loss) $ 12,751 $ 6,988 $ 5,202

[1] In 2018 and 2017, GBW recorded a pre-tax goodwill impairment loss of $26.4 million and $11.2 million, respectively.

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Acquisitions - Identified Intangible Assets (Detail) - American Railcar Industries
$ in Thousands
12 Months Ended

Aug. 31, 2019

USD ($)

Business Acquisition [Line Items]

Identified intangible assets subject to amortization $ 35,571

Other identified intangible assets not subject to amortization 860

Total identified intangible assets 36,431

Trademarks and patents

Business Acquisition [Line Items]

Identified intangible assets subject to amortization $ 19,500

Identified intangible assets subject to amortization,Useful Life 9 years

Customer and supplier relationships

Business Acquisition [Line Items]

Identified intangible assets subject to amortization $ 16,071

Identified intangible assets subject to amortization,Useful Life 7 years

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Quarterly Results of Operations (Unaudited) - Quarterly Results of Operations (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Revenue

Revenue $ 914,245 $ 856,152 $ 658,671 $ 604,523 $ 689,206 $ 641,387 $ 629,336 $ 559,535 $ 3,033,591 $ 2,519,464 $ 2,169,164

Cost of revenue

Cost of revenue 780,708 749,580 604,827 531,990 583,319 532,880 523,989 470,221 2,667,105 2,110,409 1,747,865

Margin 133,537 106,572 53,844 72,533 105,887 108,507 105,347 89,314 366,486 409,055 421,299

Selling and administrative 60,607 54,377 47,892 50,432 51,309 51,793 50,294 47,043 213,308 200,439 170,607

Net gain on disposition of equipment (3,489) (11,019) (12,102) (14,353) (4,556) (14,825) (5,817) (19,171) (40,963) (44,369) (9,740)

Goodwill impairment 10,025 10,025

Earnings from operations 76,419 53,189 18,054 36,454 59,134 71,539 60,870 61,442 184,116 252,985 260,432

Other costs

Interest and foreign exchange 7,501 9,770 9,237 4,404 8,786 6,533 7,029 7,020 30,912 29,368 24,192

Earnings before income tax and earnings (loss) from unconsolidated affiliates 68,918 43,419 8,817 32,050 50,348 65,006 53,841 54,422 153,204 223,617 236,240

Income tax benefit (expense) (17,197) (13,008) (2,248) (9,135) (10,115) (15,944) 11,301 (18,135) (41,588) (32,893) (64,014)

Earnings (loss) from unconsolidated affiliates (922) (4,564) (786) 467 (3,075) (12,823) 147 (2,910) (5,805) (18,661) (11,764)

Net earnings 50,799 25,847 5,783 23,382 37,158 36,239 65,289 33,377 105,811 172,063 160,462

Net earnings attributable to noncontrolling interest (15,692) (10,599) (3,018) (5,426) (6,223) (3,288) (3,647) (7,124) (34,735) (20,282) (44,395)

Net earnings attributable to Greenbrier $ 35,107 $ 15,248 $ 2,765 $ 17,956 $ 30,935 $ 32,951 $ 61,642 $ 26,253 $ 71,076 $ 151,781 $ 116,067

Basic earnings per common share $ 1.08 ^[1] $ 0.47 ^[1] $ 0.08 ^[1] $ 0.55 ^[1] $ 0.95 ^[2] $ 1.03 ^[2] $ 2.10 ^[2] $ 0.90 ^[2] $ 2.18 ^[3] $ 4.92 ^[2] $ 3.97 ^[3]

Diluted earnings per common share $ 1.06 ^[1] $ 0.46 ^[1] $ 0.08 ^[1] $ 0.54 ^[1] $ 0.94 ^[2] $ 1.01 ^[2] $ 1.91 ^[2] $ 0.83 ^[2] $ 2.14 ^[4] $ 4.68 ^[4] $ 3.65 ^[4]

Manufacturing

Revenue

Revenue $ 802,103 $ 681,588 $ 476,019 $ 471,789 $ 571,175 $ 510,099 $ 511,827 $ 451,485 $ 2,431,499 $ 2,044,586 $ 1,725,188

Cost of revenue

Cost of revenue 686,036 590,788 442,996 417,805 489,517 427,875 429,165 380,850 2,137,625 1,727,407 1,373,967

Earnings from operations 217,583 240,901 295,334

Wheels, Repair & Parts

Revenue

Revenue 85,701 124,980 125,278 108,543 85,787 94,515 88,710 78,011 444,502 347,023 312,679

Cost of revenue

Cost of revenue 81,636 119,821 118,455 100,978 79,266 85,850 80,708 72,506 420,890 318,330 288,336

Earnings from operations (2,941) 16,731 14,984

Leasing & Services

Revenue

Revenue 26,441 49,584 57,374 24,191 32,244 36,773 28,799 30,039 157,590 127,855 131,297

Cost of revenue

Cost of revenue $ 13,036 $ 38,971 $ 43,376 $ 13,207 $ 14,536 $ 19,155 $ 14,116 $ 16,865 108,590 64,672 85,562

Earnings from operations $ 64,763 $ 88,481 $ 31,904

[1] Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted EPS is calculated by including the dilutive effect, using the treasury stock method, associated with shares underlying the 2.875% Convertible notes, 2.25% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved.

[2] Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted 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 2.875% Convertible notes, restricted stock units that are not considered participating securities and performance based restricted stock units 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 3.5% Convertible notes during the periods in which they were outstanding. 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 3.5% Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.

[3] Quarterly amounts do not total to the year to date amount as each period is calculated discretely. Diluted earnings per common share includes the dilutive effect of the 2024 Convertible Notes using the treasury stock method when dilutive, restricted stock units that are not considered participating securities, restricted stock units that are subject to performance criteria for which actual levels of performance above target have been achieved and the dilutive effect of shares underlying the 2018 Convertible Notes, during the periods in which they were outstanding, using the “if converted” method in which debt issuance and interest costs, net of tax, were added back to net earnings. The 2018 Convertible notes matured on April 1, 2018.

[4] Diluted earnings per share was calculated as follows: Earnings before interest and debt issuance costs on the 3.5% convertible notes Weighted average diluted common shares outstanding

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Property, Plant and Equipment, Net - Additional Information (Detail) - USD ($)
$ in Millions
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Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Property, Plant and Equipment [Line Items]

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Related Party Transactions - Additional Information (Detail) - USD ($)
$ in Millions
12 Months Ended

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Aug. 20, 2018

Jun. 30, 2017

Jul. 31, 2014

Related Party Transaction [Line Items]

Carrying amount of investment in unconsolidated affiliates $ 5.8

Percentage of recognized revenue and margin from sale 60.00%

Percentage of deferred revenue and margin from sale 40.00%

Revenue recognize from railcars sold $ 18.0 $ 16.0 $ 130.0

Related party expenses 1.5 0.5 0.5

Leasing Warehouse

Related Party Transaction [Line Items]

Revenue recognize from railcars sold $ 6.0 48.0

Greenbrier

Related Party Transaction [Line Items]

Percentage of ownership in entity 40.00% 40.00%

Axis LLC

Related Party Transaction [Line Items]

Percentage of ownership in entity 41.90%

Axis LLC | Railcar Components

Related Party Transaction [Line Items]

Purchases of goods from related party $ 1.6

GBW Railcar Services LLC

Related Party Transaction [Line Items]

Percentage of ownership in entity 50.00% 50.00%

Related party transaction other revenue 5.0 5.0

Sale of wheel sets and components 16.5 18.3

Related party expenses $ 0.4 $ 1.0

GBW Railcar Services LLC | Watco Companies LLC

Related Party Transaction [Line Items]

Percentage of ownership in entity 50.00%

Amsted-Maxion

Related Party Transaction [Line Items]

Percentage of ownership in entity 24.50%

Note receivable $ 10.0

Greenbrier-Maxion

Related Party Transaction [Line Items]

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Note receivable $ 18.4

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Earnings Per Share (Tables)
12 Months Ended

Aug. 31, 2019

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:

Years ended August 31,

(In thousands)

2019

2018

2017

Weighted average basic common shares outstanding
(1)
32,615    30,857    29,225
Dilutive effect of 3.5% Convertible notes
(2)
n/a    1,821    3,295
Dilutive effect of 2.875% Convertible notes
(3)
–    –    –
Dilutive effect of 2.25% Convertible notes
(4)
–    n/a    n/a
Dilutive effect of restricted stock units
(5)
550    157    42

Weighted average diluted common shares outstanding
33,165    32,835    32,562

(1)
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(2)
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Convertible notes matured on April 1, 2018.
(3)
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Convertible notes was excluded for the years ended August 31, 2019, 2018 and 2017 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.
(4)
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(5)
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Approach to Calculate Diluted Earning per Share

Years ended August 31,


2019

2018

2017

Net earnings attributable to Greenbrier
   $ 71,076    $ 151,781    $ 116,067
Add back:

Interest and debt issuance costs on the 3.5% Convertible notes, net of tax
   n/a    2,031    2,932

Earnings before interest and debt issuance costs on the 3.5% Convertible notes
   $ 71,076    $ 153,812    $ 118,999

Weighted average diluted common shares outstanding
   33,165    32,835    32,562
Diluted earnings per share
(1)
   $ 2.14    $ 4.68    $ 3.65

(1)
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Earnings
before interest and debt issuance costs on the 3.5% Convertible notes

            Weighted
average diluted common shares outstanding

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Fair Value of Financial Instruments (Tables)
12 Months Ended

Aug. 31, 2019

Estimated Fair Values of Financial Instruments and Methods and Assumptions Used
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(In thousands)

Carrying
Amount
1

Estimated
Fair Value
(Level 2)

Notes payable as of August 31, 2019
   $ 860,545    $ 838,728
Notes payable as of August 31, 2018
   $ 469,721    $ 517,925

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Income Taxes - Tax Effects of Temporary Differences that give rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($)
$ in Thousands

Aug. 31, 2019

Aug. 31, 2018

Deferred tax assets:

Accrued payroll and related liabilities $ 21,978 $ 18,461

Deferred revenue 8,296 10,642

Inventories and other 15,392 10,518

Maintenance and warranty accruals 3,596 7,201

Net operating losses 3,182 2,002

Investment and asset tax credits 1,560 1,439

Deferred Tax Assets, Gross, Total 54,004 50,263

Deferred tax liabilities:

Fixed assets 56,760 70,942

Original issue discount 6,253 6,099

Intangibles 2,813 2,474

Other 1,432 1,831

Deferred Tax Liabilities, Gross, Total 67,258 81,346

Valuation allowance 692 657

Net deferred tax liability $ 13,946 $ 31,740

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Services

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Aug. 31, 2018

Aug. 31, 2017

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Forfeited (112,387) (34,440) (26,206)

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
$ in Thousands
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Sep. 01, 2018

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Aug. 02, 2018

Jun. 30, 2017

Jun. 01, 2017

Aug. 31, 2016

Summary Of Significant Accounting Policies [Line Items]

Net foreign currency translation adjustment $ 34,200 $ 21,500 $ 5,400

Allowance for doubtful accounts 2,176 2,701 1,768 $ 2,215

Leased railcars for syndication $ 182,269 130,926

Property, Plant and Equipment useful life 35 years

Percentage of revenue and gross margin 40.00%

Retained risk threshold percentage 90.00%

Research and development $ 5,400 6,000 4,200

Stock based compensation expense $ 11,153 $ 29,314 $ 26,427

Performance based share based compensation 313,540 317,036 269,705

Share based compensation, non vested shares 397,260

Unamortized share based compensation $ 15,000

Leasing & Services

Summary Of Significant Accounting Policies [Line Items]

Threshold limit of retained earnings 10.00%

Description of retained risk The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less.

2.875% Convertible Senior Notes

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Debt instrument, interest rate 2.875%

2.25% Convertible Senior Notes

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3.5% Convertible Senior Notes

Summary Of Significant Accounting Policies [Line Items]

Debt instrument, interest rate 3.50%

Subsequent Event [Member] | Deferred Gains Recognised as Earnings

Summary Of Significant Accounting Policies [Line Items]

New accounting pronouncement or change in accounting principle cumulative effect of change in equity or net assets $ 5,000

Subsequent Event [Member] | Leased Railcars

Summary Of Significant Accounting Policies [Line Items]

Liabilities to be derecognised 9,000

Subsequent Event [Member] | Deferred Revenue

Summary Of Significant Accounting Policies [Line Items]

Liabilities to be derecognised 13,000

GIMSA

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Interest in joint venture 50.00%

Rayvag

Summary Of Significant Accounting Policies [Line Items]

Interest in joint venture 68.00% 68.00%

Summit Railroad Products, Inc

Summary Of Significant Accounting Policies [Line Items]

Interest in joint venture 50.00%

Greenbrier-Astra Rail

Summary Of Significant Accounting Policies [Line Items]

Interest in joint venture 50.00% 25.00%

Ownership percentage by parent 75.00% 75.00%

Accounting Standards Update 2014-09

Summary Of Significant Accounting Policies [Line Items]

Increase to retained earnings $ 5,500

Accounting Standards Update 2016-02 | Minimum | Subsequent Event [Member]

Summary Of Significant Accounting Policies [Line Items]

Operating lease right of use asset 40,000

Operating lease liability 40,000

Accounting Standards Update 2016-02 | Maximum | Subsequent Event [Member]

Summary Of Significant Accounting Policies [Line Items]

Operating lease right of use asset 45,000

Operating lease liability $ 45,000

Phantom Stock Units (PSUs)

Summary Of Significant Accounting Policies [Line Items]

Performance based share based compensation 151,634

Share based compensation, non vested shares 72,144

Additional shares available for grant if performance-based phantom stock units vest at stretch level of performance 72,144

Share based compensation, fair value of phantom stock $ 6,700

Stock compensation expenses $ (1,200) $ 12,100 6,200

Unamortized share based compensation $ 300 $ 5,900 $ 10,900

Greenbrier

Summary Of Significant Accounting Policies [Line Items]

Percentage of ownership in entity 40.00% 40.00%

Upfront Fee [Member]

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Unrecognized deferred revenue $ 40,000

Customer Relationships | Maximum

Summary Of Significant Accounting Policies [Line Items]

Estimated useful lives 20 years

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Notes Payable, Net - Notes Payable, Net (Detail) - USD ($)
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Aug. 31, 2018

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Other notes payable 14,001 14,798

Notes payable, gross 860,545 469,721

Debt discount and issuance costs (37,660) (33,516)

Notes payable, net 822,885 436,205

2.875% Convertible senior notes, due 2024

Debt Instrument [Line Items]

Convertible senior notes 275,000 $ 275,000

2.25% Convertible senior notes, due 2024

Debt Instrument [Line Items]

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Derivative Instruments - Additional Information (Detail)
12 Months Ended

Aug. 31, 2019

USD ($)

Foreign Exchange Contracts

Derivative [Line Items]

Aggregate derivative notional amount $ 71,600,000

Amount reclassified to revenue or cost of revenue in the next year 900,000

Interest rate swap contracts

Derivative [Line Items]

Unrealized pre-tax gain (loss) that would be reclassified to interest expense in the next year 200,000

Interest rate swap contracts | Derivatives maturing on september 2023

Derivative [Line Items]

Aggregate derivative notional amount $ 109,500,000

Maturity date 2023-09

Interest rate swap contracts | Derivatives maturing on june 2024

Derivative [Line Items]

Aggregate derivative notional amount $ 150,000,000

Maturity date 2024-06

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Summary of Significant Accounting Policies - Amounts Reclassified out of Accumulated Other Comprehensive Loss (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]

Interest and foreign exchange $ 7,501 $ 9,770 $ 9,237 $ 4,404 $ 8,786 $ 6,533 $ 7,029 $ 7,020 $ 30,912 $ 29,368 $ 24,192

Total before tax (68,918) (43,419) (8,817) (32,050) (50,348) (65,006) (53,841) (54,422) (153,204) (223,617) (236,240)

Tax benefit (expense) $ 17,197 $ 13,008 $ 2,248 $ 9,135 $ 10,115 $ 15,944 $ (11,301) $ 18,135 41,588 32,893 $ 64,014

Unrealized (Gain) Loss on Derivative Financial Instruments | Reclassification out of Accumulated Other Comprehensive loss

Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]

Total before tax 2,339 (418)

Tax benefit (expense) (485) 3

Net of tax 1,854 (415)

Unrealized (Gain) 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 And Cost Of Revenue 1,794 (716)

Unrealized (Gain) 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 $ 545 $ 298

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Consolidated Statements of Equity - USD ($)
shares in Thousands, $ in Thousands

Total

Contingently Redeemable Noncontrolling Interest

Common Stock Shares

Additional Paid-in Capital

Additional Paid-in Capital

2024 Convertible Senior Notes

Additional Paid-in Capital

2024 Convertible Senior Notes Issuance Costs

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Equity - Greenbrier

Total Equity - Greenbrier

2024 Convertible Senior Notes

Total Equity - Greenbrier

2024 Convertible Senior Notes Issuance Costs

Noncontrolling Interest

Equity Excluding Contingently Redeemable Noncontrolling Interest

Equity Excluding Contingently Redeemable Noncontrolling Interest

2024 Convertible Senior Notes

Equity Excluding Contingently Redeemable Noncontrolling Interest

2024 Convertible Senior Notes Issuance Costs

Beginning balance at Aug. 31, 2016 $ 0

Net earnings (2,140)

Ending Balance at Aug. 31, 2017 36,148

Beginning balance (in shares) at Aug. 31, 2016 28,205

Beginning balance at Aug. 31, 2016 $ 282,886 $ 618,178 $ (26,753) $ 874,311 $ 142,516 $ 1,016,827

Net earnings $ 160,462 116,067 116,067 46,535 162,602

Contingently redeemable noncontrolling interest 38,288

Other comprehensive income (loss), net 20,496 20,474 20,474 22 20,496

Noncontrolling interest adjustments (677) (677)

Joint venture partner distribution declared (28,027) (28,027)

Noncontrolling interest acquired 394 394

Restricted stock awards (net of cancellations) (in shares) 298

Restricted stock awards (net of cancellations) 5,520 5,520 5,520

Unamortized restricted stock (10,734) (10,734) (10,734)

Restricted stock amortization 19,826 19,826 19,826

Tax deficiency from restricted stock awards (2,339) (2,339) (2,339)

Cash dividends (25,142) (25,142) (25,142)

2024 Convertible Senior Notes - equity component, net of tax $ 20,818 $ (671) $ 20,818 $ (671) $ 20,818 $ (671)

Ending Balance (in shares) at Aug. 31, 2017 28,503

Ending Balance at Aug. 31, 2017 315,306 709,103 (6,279) 1,018,130 160,763 1,178,893

Net earnings (6,380)

Ending Balance at Aug. 31, 2018 29,768

Net earnings 172,063 151,781 151,781 26,662 178,443

Other comprehensive income (loss), net $ (17,106) (17,087) (17,087) (19) (17,106)

Noncontrolling interest adjustments 2,864 2,864

Joint venture partner distribution declared (62,649) (62,649)

Investment by joint venture partner 6,500 6,500

Noncontrolling interest acquired (7) (7)

Restricted stock awards (net of cancellations) (in shares) 336

Restricted stock awards (net of cancellations) 7,334 7,334 7,334

Unamortized restricted stock (15,058) (15,058) (15,058)

Restricted stock amortization 16,100 16,100 16,100

Cash dividends (29,986) (29,986) (29,986)

Conversion of 3.5% 2018 Convertible Senior Notes (in shares) 3,352

Conversion of 3.5% 2018 Convertible Senior Notes 118,887 118,887 118,887

Ending Balance (in shares) at Aug. 31, 2018 32,191 32,191

Ending Balance at Aug. 31, 2018 $ 1,384,215 442,569 830,898 (23,366) 1,250,101 134,114 1,384,215

Net earnings (4,863)

Ending Balance at Aug. 31, 2019 31,564

Cumulative effect adjustment due to adoption of ASU 2014-09 (See Note 2) at Aug. 31, 2018 5,461 5,461 5,461

Net earnings 105,811 71,076 71,076 39,598 110,674

Other comprehensive income (loss), net $ (21,486) (21,449) (21,449) (37) (21,486)

Noncontrolling interest adjustments $ 6,659 (6,659) (6,659) 7,402 743

Joint venture partner distribution declared (18,025) (18,025)

Noncontrolling interest acquired 1,915 1,915

Restricted stock awards (net of cancellations) (in shares) 297

Restricted stock awards (net of cancellations) 12,077 12,077 12,077

Unamortized restricted stock (16,801) (16,801) (16,801)

Restricted stock amortization 12,321 12,321 12,321

Cash dividends (33,174) (33,174) (33,174)

2024 Convertible Senior Notes - equity component, net of tax $ 3,777 $ 3,777 $ 3,777

Ending Balance (in shares) at Aug. 31, 2019 32,488 32,488

Ending Balance at Aug. 31, 2019 $ 1,441,697 $ 453,943 $ 867,602 $ (44,815) $ 1,276,730 $ 164,967 $ 1,441,697

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2018

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Segment Information - Reconciliation of Earnings from Operations to Earnings Before Income Tax and Loss from Unconsolidated Affiliates (Detail) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended

Aug. 31, 2019

May 31, 2019

Feb. 28, 2019

Nov. 30, 2018

Aug. 31, 2018

May 31, 2018

Feb. 28, 2018

Nov. 30, 2017

Aug. 31, 2019

Aug. 31, 2018

Aug. 31, 2017

Segment Reporting, Other Significant Reconciling Item [Line Items]

Earnings from operations $ 76,419 $ 53,189 $ 18,054 $ 36,454 $ 59,134 $ 71,539 $ 60,870 $ 61,442 $ 184,116 $ 252,985 $ 260,432

Interest and foreign exchange 7,501 9,770 9,237 4,404 8,786 6,533 7,029 7,020 30,912 29,368 24,192

Earnings before income tax and loss from unconsolidated affiliates $ 68,918 $ 43,419 $ 8,817 $ 32,050 $ 50,348 $ 65,006 $ 53,841 $ 54,422 $ 153,204 $ 223,617 $ 236,240

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Property, Plant and Equipment, net (Tables)
12 Months Ended

Aug. 31, 2019

Property, Plant and Equipment, Net

As of August 31,

(In thousands)

2019

2018

Land and improvements
   $ 87,872 $ 84,432
Machinery and equipment
   539,952 414,865
Buildings and improvements
   338,639 202,973
Construction in progress
   66,744 48,406
Other
   90,822 68,452

   1,124,029 819,128
Accumulated depreciation
   (406,056 ) (361,932 )

   $ 717,973 $ 457,196


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Accounts Payable and Accrued Liabilities
12 Months Ended

Aug. 31, 2019

Accounts Payable and Accrued Liabilities
Note 12 - Accounts Payable and Accrued Liabilities


As of August 31,

(In thousands)

2019

2018

Trade payables
   $ 302,009    $ 226,405
Other accrued liabilities
   108,939    86,175
Accrued payroll and related liabilities
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Accrued warranty
   46,678    27,395
Income taxes payable
   4,065    4,771

   $ 568,360    $ 449,857


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Equity
12 Months Ended

Aug. 31, 2019

Equity
Note 16 - Equity
Stock Incentive Plan
The 2014 Amended and Restated Stock Incentive Plan was amended and restated as the 2017 Amended and Restated Stock Incentive Plan on October 24, 2017 and approved by stockholders on January 5, 2018. The stockholders also approved an increase in the total number of shares reserved for issuance by 1,100,000 shares. As a result, the maximum aggregate number of the Company’s common shares authorized for issuance is 5,425,000. The 2017 Amended and Restated Stock Incentive Plan provides for the grant of incentive stock options,
non-statutory
stock options, restricted shares, restricted stock units and stock appreciation rights.
On August 31, 2019 there were 849,522 shares available for grant compared to 1,050,675 and 233,271 shares available for grant as of the years ended August 31, 2018 and 2017, respectively. There are no stock options or stock appreciation rights outstanding as of August 31, 2019. The Company currently grants restricted shares and restricted stock units. Restricted share grants are considered outstanding shares of common stock at the time they are issued. The holders of unvested restricted shares are entitled to voting rights and participation in dividends. Shares associated with restricted stock unit awards are not considered legally outstanding shares of common stock until vested. Restricted stock unit awards, including performance-based awards, are entitled to participate in dividends and these awards are considered participating securities and are considered outstanding for earnings per share purposes when the effect is dilutive.
During the years ended August 31, 2019, 2018 and 2017, the Company awarded restricted share and restricted stock unit grants totaling 313,540, 317,036, and 269,705 shares, respectively, which include performance-based grants. As of August 31, 2019, there were a total of 397,260 shares associated with unvested performance-based grants. The actual number of shares that will vest associated with performance-based grants will vary depending on the Company’s performance. Approximately 397,260 additional shares may be granted if performance-based restricted stock unit awards vest at stretch levels of performance. These additional shares are associated with restricted stock unit awards granted during the years ended August 31, 2019, 2018 and 2017. The fair value of awards granted was $17.4 million, $15.2 million, and $11.3 million for the years ended August 31, 2019, 2018 and 2017, respectively.
The value, at the date of grant, of stock awarded under restricted share grants and restricted stock unit grants is amortized as compensation expense over the lesser of the vesting period of one to three years or to the recipients eligible retirement date. Compensation expense recognized related to restricted share grants and restricted stock unit grants for the years ended August 31, 2019, 2018 and 2017 was $12.4 million, $17.2 million, and $20.2 million, respectively, and was recorded in Selling and administrative and Cost of revenue on the Consolidated Statements of Income. Unamortized compensation cost related to restricted stock grants was $15.0 million as of August 31, 2019.
Total unvested restricted share and restricted stock unit grants were 697,949 and 788,744 as of August 31, 2019 and 2018. The following table summarizes restricted share and restricted stock unit grant transactions for shares, both vested and unvested, under the 2017 Amended and Restated Stock Incentive Plan:


Shares

Balance at August 31, 2016
(1)
   3,848,230
Granted
   269,705
Forfeited
   (26,206 )

Balance at August 31, 2017
(1)
   4,091,729
Granted
   317,036
Forfeited
   (34,440 )

Balance at August 31, 2018
(1)
   4,374,325
Granted
   313,540
Forfeited
   (112,387 )

Balance at August 31, 2019
(1)
   4,575,478

(1)

Balance represents cumulative grants net of forfeitures.
Share Repurchase Program
The Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. The share repurchase program has an expiration date of March 31, 2021 and the amount remaining for repurchase is $100 million. 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 program may be modified, suspended or discontinued at any time without prior notice. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period.
There were no shares repurchased during the years ended August 31, 2019 and 2018. As of August 31, 2019 the Company had cumulatively repurchased 3,206,226 shares for approximately $137.0 million.

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

Earnings Per Share - Additional Information (Detail)	Aug. 31, 2019
2.875% Convertible Senior Notes
Debt instrument, interest rate	2.875%
2.25% Convertible Senior Notes
Debt instrument, interest rate	2.25%
3.5% Convertible Senior Notes
Debt instrument, interest rate	3.50%

Income Taxes - Additional information (Detail) - USD ($) $ in Millions	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Operating Loss Carryforwards [Line Items]
Statutory federal corporate tax rate	21.00%	25.70%	35.00%
Tax benefit due to remeasurement of deferred tax assets and liabilities		$ 33.6
Tax Cuts and Jobs Act of 2017, Incomplete Accounting, Transition Tax for Accumulated Foreign Earnings, Provisional Income Tax Expense	$ 8.9	6.9
Income tax and earnings from unconsolidated affiliates,Domestic u.s. operations	75.0	110.8	$ 123.2
Income tax and earnings from unconsolidated affiliates,Foreign operations	78.2	112.8	$ 113.0
Net increase (Decrease) in the valuation allowance	0.1
Unrecognized tax benefits, excluding interest	1.6	1.6
Accrued interest related to uncertain tax provisions	0.6	0.2
Interest benefit relating to reserves for uncertain tax provisions	0.4	$ 0.4
State
Operating Loss Carryforwards [Line Items]
Credit carryforwards	$ 1.4
Credit carryforwards expiration Year	2021
Foreign
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 19.6
Operating loss carryforwards expiration dates	2020

Segment Information - Additional Information (Detail)			12 Months Ended
Segment Information - Additional Information (Detail)	Aug. 20, 2018 Facility Segment	Aug. 19, 2018 Segment	Aug. 31, 2019 Segment
Segment Reporting Information [Line Items]
Number of reportable segments \| Segment	3	4	3
Number of railcars repair shops returned to business \| Facility	12

Equipment on Operating Leases, Net - Aggregate Minimum Future Amounts Receivable Under All Non-Cancelable Operating Leases and Subleases (Detail) $ in Thousands	Aug. 31, 2019 USD ($)
Future Minimum Payments Receivable [Line Items]
2020	$ 23,490
2021	20,076
2022	17,949
2023	13,717
2024	9,450
Thereafter	5,583
Operating Leases, Future Minimum Payments Receivable, Total	$ 90,265

Revolving Notes - Additional Information (Detail) $ in Millions	12 Months Ended
	Aug. 31, 2019 USD ($) Facility CreditFacility	Aug. 31, 2018 USD ($)
Senior Secured Credit Facilities, Consisting of 3 Components
Line of Credit Facility [Line Items]
Number of senior secured credit facilities \| Facility	3
Line of credit facility maximum capacity	$ 705.4
Letter of credit facility outstanding amount	24.4	$ 72.2
Revolving Line of Credit, 1st Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 600.0
Line of credit maturity date	2024-06
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	1.50%
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	0.50%
European Line of Credit, 2nd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 55.4
Letter of credit facility outstanding amount	$ 27.1	$ 27.7
European Line of Credit, 2nd Component of Senior Secured Credit Facilities \| Minimum
Line of Credit Facility [Line Items]
Line of credit maturity date	2019-12
European Line of Credit, 2nd Component of Senior Secured Credit Facilities \| Maximum
Line of Credit Facility [Line Items]
Line of credit maturity date	2021-11
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	1.10%
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	1.50%
European Line of Credit, 2nd Component of Senior Secured Credit Facilities \| EURIBOR \| Minimum
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	1.10%
European Line of Credit, 2nd Component of Senior Secured Credit Facilities \| EURIBOR \| Maximum
Line of Credit Facility [Line Items]
Debt instrument, percentage points added to the reference rate	1.50%
Mexican Railcar Manufacturing Joint Venture Line of Credit, 3rd Component of Senior Secured Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 50.0
Number of lines of credits \| CreditFacility	2
Mexican Railcar Manufacturing 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	$ 30.0
Line of credit facility borrowings outstanding due period	2024-03
Mexican Railcar Manufacturing 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	2.00%
Mexican Railcar Manufacturing 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	$ 20.0
Line of credit facility borrowings outstanding due period	2021-06
Joint venture partner each guaranteed percentage	50.00%
Mexican Railcar Manufacturing 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%

Acquisitions - Purchase Price of Net Assets Acquired (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018	Aug. 20, 2018	Jun. 01, 2017
Business Acquisition [Line Items]
Goodwill	$ 129,947	$ 78,211
Net assets acquired			$ 57,600
Greenbrier-Astra Rail
Business Acquisition [Line Items]
Cash and cash equivalents				$ 6,562
Accounts receivable, net				10,984
Inventories				30,454
Property, plant and equipment, net				75,296
Intangibles and other assets, net				17,300
Goodwill				25,746
Total assets acquired				166,342
Accounts payable and accrued liabilities				17,879
Deferred income taxes				7,292
Deferred revenue				964
Notes payable, net				24,382
Total liabilities assumed				50,517
Net assets acquired				$ 115,825

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Aug. 31, 2019	Oct. 22, 2019	Feb. 28, 2019
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Aug. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Registrant Name	GREENBRIER COMPANIES INC
Trading Symbol	GBX
Entity Central Index Key	0000923120
Current Fiscal Year End Date	--08-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Small Business	false
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Security Exchange Name	NYSE
Entity Address, State or Province	OR
Entity Common Stock, Shares Outstanding		32,487,615
Entity Public Float			$ 1,311,532,035

Segment Information - Segments Internal Financial Reports (Detail) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Aug. 31, 2019	May 31, 2019	Feb. 28, 2019	Nov. 30, 2018	Aug. 31, 2018	May 31, 2018	Feb. 28, 2018	Nov. 30, 2017	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017
Segment Reporting Information [Line Items]
Revenues	$ 914,245	$ 856,152	$ 658,671	$ 604,523	$ 689,206	$ 641,387	$ 629,336	$ 559,535	$ 3,033,591	$ 2,519,464	$ 2,169,164
Earnings (loss) from operations	76,419	53,189	18,054	36,454	59,134	71,539	60,870	61,442	184,116	252,985	260,432
Assets	2,990,637				2,465,464				2,990,637	2,465,464	2,397,705
Depreciation and amortization									83,731	74,356	65,129
Capital expenditures									198,233	176,848	86,065
Manufacturing
Segment Reporting Information [Line Items]
Revenues	802,103	681,588	476,019	471,789	571,175	510,099	511,827	451,485	2,431,499	2,044,586	1,725,188
Earnings (loss) from operations									217,583	240,901	295,334
Wheels, Repair & Parts
Segment Reporting Information [Line Items]
Revenues	85,701	124,980	125,278	108,543	85,787	94,515	88,710	78,011	444,502	347,023	312,679
Earnings (loss) from operations									(2,941)	16,731	14,984
Leasing & Services
Segment Reporting Information [Line Items]
Revenues	26,441	$ 49,584	$ 57,374	$ 24,191	32,244	$ 36,773	$ 28,799	$ 30,039	157,590	127,855	131,297
Earnings (loss) from operations									64,763	88,481	31,904
Operating Segments \| Manufacturing
Segment Reporting Information [Line Items]
Revenues									2,528,585	2,162,743	1,744,479
Earnings (loss) from operations									223,953	258,622	296,356
Assets	1,606,571				1,020,757				1,606,571	1,020,757	914,450
Depreciation and amortization									49,240	44,225	33,807
Capital expenditures									85,155	59,707	54,973
Operating Segments \| Wheels, Repair & Parts
Segment Reporting Information [Line Items]
Revenues									492,768	388,517	343,540
Earnings (loss) from operations									(2,039)	19,479	17,287
Assets	306,725				306,756				306,725	306,756	236,315
Depreciation and amortization									13,024	10,771	11,143
Capital expenditures									13,291	5,204	3,129
Operating Segments \| Leasing & Services
Segment Reporting Information [Line Items]
Revenues									185,830	139,702	143,109
Earnings (loss) from operations									90,290	98,777	43,003
Assets	708,799				578,818				708,799	578,818	535,323
Depreciation and amortization									21,467	19,360	20,179
Capital expenditures									99,787	111,937	27,963
Operating Segments \| Unallocated Amount to Segment
Segment Reporting Information [Line Items]
Assets	$ 368,542				$ 559,133				368,542	559,133	711,617
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues									(173,592)	(171,498)	(61,964)
Earnings (loss) from operations									(32,799)	(30,765)	(14,424)
Intersegment Eliminations \| Manufacturing
Segment Reporting Information [Line Items]
Revenues									97,086	118,157	19,291
Earnings (loss) from operations									6,370	17,721	1,022
Intersegment Eliminations \| Wheels, Repair & Parts
Segment Reporting Information [Line Items]
Revenues									48,266	41,494	30,861
Earnings (loss) from operations									902	2,748	2,303
Intersegment Eliminations \| Leasing & Services
Segment Reporting Information [Line Items]
Revenues									28,240	11,847	11,812
Earnings (loss) from operations									25,527	10,296	11,099
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Earnings (loss) from operations									$ (95,289)	$ (93,128)	$ (81,790)

Summary of Significant Accounting Policies - Estimated Useful Lives (Detail)	12 Months Ended
	Aug. 31, 2019
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	35 years
Building and improvements \| Minimum
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	10 years
Building and improvements \| Maximum
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	30 years
Machinery and Equipment \| Minimum
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	3 years
Machinery and Equipment \| Maximum
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	20 years
Other \| Minimum
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	3 years
Other \| Maximum
Property Plant and Equipment Estimated Useful Lives [Line Items]
Property, Plant and Equipment useful life	7 years

Derivative Instruments - Effect of Derivative Instruments on Statements of Income (Detail) - Cash Flow Hedging - USD ($) $ in Thousands	12 Months Ended
	Aug. 31, 2019	Aug. 31, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income on derivatives	$ 213	$ 1,051
Gain (loss) recognized in OCI on derivatives (effective portion)	(13,264)	(119)
Gain (loss) reclassified accumulated OCI income (effective portion)	(2,339)	418
Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing)	1,694	1,160
Foreign Exchange Forward \| Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income on derivatives	213	1,052
Foreign Exchange Forward \| Sales
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	(1,261)	(658)
Gain (loss) reclassified accumulated OCI income (effective portion)	(764)	1,145
Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing)	1,346	854
Foreign Exchange Forward \| Cost Of Revenue
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	(421)	(1,093)
Gain (loss) reclassified accumulated OCI income (effective portion)	(1,030)	(429)
Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing)	935	306
Interest rate swap contracts \| Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in income on derivatives		(1)
Gain (loss) recognized in OCI on derivatives (effective portion)	(11,582)	1,632
Gain (loss) reclassified accumulated OCI income (effective portion)	(545)	$ (298)
Gain (loss) recognized on derivative (ineffective portion and amount excluded from effectiveness testing)	$ (587)

Revenue Recognition - Additional information (Detail) $ in Millions	12 Months Ended
	Aug. 31, 2019 USD ($)
Revenue From Contract With Customers [Line Items]
Revenue recognized from contract with customers liability	$ 11.3
Railcar sales
Revenue From Contract With Customers [Line Items]
Expected revenue recognized in the reminder of fiscal year	1,900.0
Services
Revenue From Contract With Customers [Line Items]
Expected revenue recognized in the reminder of fiscal year	$ 153.0
Expected performance percentage	51.00%

Lease Commitments - Aggregate Minimum Future Amounts Payable Under Non-Cancelable Railcar Equipment Leases (Detail) - Railcar Equipment $ in Thousands	Aug. 31, 2019 USD ($)
Operating Leased Assets [Line Items]
2020	$ 6,200
2021	2,965
2022	1,762
2023	1,762
2024	1,413
Thereafter	376
Operating Leases, Future Minimum Payments Due, Total	$ 14,478

Summary of Significant Accounting Policies - Components of Accumulated Other Comprehensive Loss, Net of Tax (Detail) $ in Thousands	12 Months Ended
	Aug. 31, 2019 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ 1,250,101
Other comprehensive loss before reclassifications	(23,303)
Amounts reclassified from accumulated other comprehensive loss	1,854
Ending balance	1,276,730
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(23,366)
Ending balance	(44,815)
Unrealized (Gain) Loss on Derivative Financial Instruments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(431)
Other comprehensive loss before reclassifications	(10,264)
Amounts reclassified from accumulated other comprehensive loss	1,854
Ending balance	(8,841)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(21,506)
Other comprehensive loss before reclassifications	(12,688)
Ending balance	(34,194)
Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(1,429)
Other comprehensive loss before reclassifications	(351)
Ending balance	$ (1,780)

Notes Payable, Net - Principal Payments on Notes Payable (Parenthetical) (Detail) $ in Millions	12 Months Ended
	Aug. 31, 2019 USD ($)
February 2024 Convertible Senior Notes
Debt Instrument [Line Items]
Convertible senior notes	$ 275
July 2024 Convertible Senior Notes
Debt Instrument [Line Items]
Convertible senior notes	$ 50
2024 Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, redemption, description	The repayment of the $275.0 million of Convertible senior notes due February 2024 and the $50.0 million of Convertible senior notes due July 2024 is assumed to occur at the scheduled maturity in 2024 instead of assuming an earlier conversion by the holders.

Equity - Additional Information (Detail) - USD ($)	12 Months Ended			72 Months Ended
Equity - Additional Information (Detail) - USD ($)	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2019	Jan. 05, 2018
Stockholders Equity Note [Line Items]
Shares available for grant	849,522	1,050,675	233,271	849,522
Performance based share based compensation	313,540	317,036	269,705
Share based compensation, non vested shares	397,260			397,260
Additional shares available for grant	397,260
Unamortized compensation cost of restricted stock grants	$ 15,000,000			$ 15,000,000
2017 Amended and Restated Stock Incentive Plan
Stockholders Equity Note [Line Items]
Number of shares reserved for future issuance					1,100,000
Maximum aggregate number of common shares authorized for issuance					5,425,000
Selling, Administrative and Cost of Revenue
Stockholders Equity Note [Line Items]
Restricted stock compensation expense	$ 12,400,000	$ 17,200,000	$ 20,200,000
Share Repurchase Program - 2014
Stockholders Equity Note [Line Items]
Repurchase of common stock, shares	0	0		3,206,226
Stock repurchase program total cost of repurchased shares				$ 137,000,000
Remaining authorized repurchase amount	$ 100,000,000			$ 100,000,000
Repurchase program expiration date	Mar. 31, 2021
Unvested Restricted Stock Grants
Stockholders Equity Note [Line Items]
Share based compensation, non vested shares	697,949	788,744		697,949
Fair value of awards granted	$ 17,400,000	$ 15,200,000	$ 11,300,000
Restricted Stock \| Minimum
Stockholders Equity Note [Line Items]
Vesting period of compensation expense	1 year
Restricted Stock \| Maximum
Stockholders Equity Note [Line Items]
Vesting period of compensation expense	3 years

Nature of Operations - Additional Information (Detail)			12 Months Ended
Nature of Operations - Additional Information (Detail)	Aug. 20, 2018 Segment	Aug. 19, 2018 Segment	Aug. 31, 2019 Segment Vehicle
Number of reportable segments \| Segment	3	4	3
Leasing & Services
Number of railcars owned			9,400
Number of railcars that get services			380,000

Notes Payable, Net - Additional Information (Detail) $ / shares in Units, $ in Thousands, shares in Millions	12 Months Ended
	Aug. 31, 2019 USD ($) $ / shares shares	Aug. 31, 2018 USD ($)
Debt Instrument [Line Items]
Debt instrument amount outstanding	$ 860,545	$ 469,721
Debt issuance costs	4,568	1,824
2024 Convertible Senior Notes
Debt Instrument [Line Items]
Senior term debt	$ 300,000
Debt instrument, maturity date	Jun. 30, 2024
Periodic Principal Payment	$ 3,750
Balloon payment	$ 232,500
Swap agreement interest rate	50.00%
Fixed interest rate	3.19%
Debt instrument amount outstanding	$ 300,000
2023 Convertible Senior Notes
Debt Instrument [Line Items]
Senior term debt	$ 225,000
Debt instrument, maturity date	Sep. 30, 2023
Periodic Principal Payment	$ 1,970
Balloon payment	$ 185,600
Swap agreement interest rate	50.00%
Fixed interest rate	4.49%
Debt instrument amount outstanding	$ 217,100
2.875% Convertible senior notes, due 2024
Debt Instrument [Line Items]
Debt instrument, interest rate	2.875%
Description of long term debt	Convertible senior notes, due 2024, bear interest at a fixed rate of 2.875%, paid semi-annually in arrears on February 1st and August 1st.
Frequency of payments	Semi-annually
Debt instrument, maturity date	Feb. 01, 2024
Convertible notes initial conversion rate, shares per $1,000 principal amount	16.6234
Convertible notes conversion rate, per share \| $ / shares	$ 60.16
Initial debt discount	$ 33,100
Debt issuance costs	$ 8,000
Number of shares reserved for future issuance \| shares	6.3
2.875% Convertible senior notes, due 2024 \| ASC 470-20
Debt Instrument [Line Items]
Convertible notes, fair value	$ 241,900
Proceeds from the issuance of the notes	275,000
Convertible notes, equity component	33,100	33,100
2.875% Convertible senior notes, due 2024 \| ASC 470-20 \| Additional Paid-in Capital
Debt Instrument [Line Items]
Convertible senior notes - equity component, net of tax	$ 12,300	$ 12,300
2.875% Convertible senior notes, due 2024 \| Measurement Input, Risk Free Interest Rate [Member] \| ASC 470-20
Debt Instrument [Line Items]
Fair value assumed, interest rate	0.05
2.25% Convertible senior notes, due 2024
Debt Instrument [Line Items]
Debt instrument, interest rate	2.25%
Description of long term debt	Convertible senior notes, due 2024, bear interest at a fixed rate of 2.25%, paid semi-annually in arrears on February 1st and August 1st.
Frequency of payments	Semi-annually
Debt instrument, maturity date	Jul. 26, 2024
Convertible notes initial conversion rate, shares per $1,000 principal amount	22.1910
Convertible notes conversion rate, per share \| $ / shares	$ 45.06
Initial debt discount	$ 4,900
Number of shares reserved for future issuance \| shares	1.5
2.25% Convertible senior notes, due 2024 \| ASC 470-20
Debt Instrument [Line Items]
Convertible notes, fair value	$ 45,100
Proceeds from the issuance of the notes	50,000
Convertible notes, equity component	4,900
2.25% Convertible senior notes, due 2024 \| ASC 470-20 \| Additional Paid-in Capital
Debt Instrument [Line Items]
Convertible senior notes - equity component, net of tax	$ 1,200
2.25% Convertible senior notes, due 2024 \| Measurement Input, Risk Free Interest Rate [Member] \| ASC 470-20
Debt Instrument [Line Items]
Fair value assumed, interest rate	0.05
Other Term Loan Due April 2020 to September 2022
Debt Instrument [Line Items]
Senior term debt	$ 4,400
Other Term Loan Due November 2019 and September 2020
Debt Instrument [Line Items]
Unsecured debt	$ 14,000
LIBOR \| 2024 Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, percentage points added to the reference rate	1.50%
LIBOR \| 2023 Convertible Senior Notes
Debt Instrument [Line Items]
Debt instrument, percentage points added to the reference rate	1.50%

Derivative Instruments - Fair Values of Derivative Instruments (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 64	$ 1,557
Liability Derivatives	11,279	1,566
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	64	1,481
Liability Derivatives	10,692	1,212
Designated as Hedging Instrument \| Foreign Exchange Contracts \| Accounts Receivable
Derivatives, Fair Value [Line Items]
Asset Derivatives	64	700
Designated as Hedging Instrument \| Foreign Exchange Contracts \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	437	1,211
Designated as Hedging Instrument \| Interest rate swap contracts \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	10,255	1
Designated as Hedging Instrument \| Interest rate swap contracts \| Intangible and Other Assets, Net
Derivatives, Fair Value [Line Items]
Asset Derivatives		781
Not Designated as Hedging Instrument \| Foreign Exchange Contracts \| Accounts Receivable
Derivatives, Fair Value [Line Items]
Asset Derivatives		76
Not Designated as Hedging Instrument \| Foreign Exchange Contracts \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	$ 587	$ 354

Acquisitions - Additional Information (Detail) $ in Thousands, € in Millions				3 Months Ended								12 Months Ended
	Jul. 26, 2019 USD ($)	Jun. 01, 2018 EUR (€)	Jun. 01, 2017 EUR (€)	Aug. 31, 2019 USD ($)	May 31, 2019 USD ($)	Feb. 28, 2019 USD ($)	Nov. 30, 2018 USD ($)	Aug. 31, 2018 USD ($)	May 31, 2018 USD ($)	Feb. 28, 2018 USD ($)	Nov. 30, 2017 USD ($)	Aug. 31, 2019 USD ($)	Aug. 31, 2018 USD ($)	Aug. 31, 2017 USD ($)	Aug. 20, 2018 USD ($)	Aug. 02, 2018	Jun. 01, 2017 USD ($)
Business Acquisition [Line Items]
Revenue				$ 914,245	$ 856,152	$ 658,671	$ 604,523	$ 689,206	$ 641,387	$ 629,336	$ 559,535	$ 3,033,591	$ 2,519,464	$ 2,169,164
Earnings (loss) from operations				76,419	53,189	18,054	36,454	59,134	71,539	60,870	61,442	184,116	252,985	260,432
Net assets acquired															$ 57,600
Goodwill impairment												10,025
2024 Convertible Senior Notes
Business Acquisition [Line Items]
Senior term debt				300,000								300,000
2.25% Convertible senior notes, due 2024
Business Acquisition [Line Items]
Convertible senior notes				50,000								50,000
Wheels, Repair & Parts
Business Acquisition [Line Items]
Revenue				85,701	124,980	125,278	108,543	85,787	94,515	88,710	78,011	444,502	347,023	312,679
Earnings (loss) from operations												(2,941)	16,731	14,984
Goodwill impairment												10,025
Manufacturing
Business Acquisition [Line Items]
Revenue				802,103	$ 681,588	$ 476,019	$ 471,789	$ 571,175	$ 510,099	$ 511,827	$ 451,485	2,431,499	2,044,586	1,725,188
Earnings (loss) from operations												217,583	240,901	$ 295,334
Repair Operations \| Wheels, Repair & Parts
Business Acquisition [Line Items]
Revenue												87,500
Earnings (loss) from operations												(24,900)
Goodwill impairment												10,000
American Railcar Industries
Business Acquisition [Line Items]
Business combination estimated gross purchase price	$ 418,300
Business combination consideration transferred for capital expenditures	$ 8,000
Business combination description of voting rights acquired	we did not acquire 100% of ARI
American Railcar Industries \| 2024 Convertible Senior Notes
Business Acquisition [Line Items]
Proceeds from the issuance of the notes												300,000
Senior term debt				300,000								300,000
American Railcar Industries \| 2.25% Convertible senior notes, due 2024
Business Acquisition [Line Items]
Proceeds from the issuance of the notes												50,000
Convertible senior notes				$ 50,000								50,000
American Railcar Industries \| Manufacturing
Business Acquisition [Line Items]
Revenue												43,000
Earnings (loss) from operations												$ (1,600)
Rayvag
Business Acquisition [Line Items]
Ownership interest in entity				68.00%								68.00%				68.00%
Greenbrier-Astra Rail
Business Acquisition [Line Items]
Revenue												$ 150,300	136,800
Earnings (loss) from operations												$ (19,400)	$ (11,500)
Net assets acquired																	$ 115,800
Ownership interest in entity				50.00%								50.00%					25.00%
Amount of consideration paid \| € \| €		€ 30	€ 30
Noncontrolling interest, fair value of acquisition																	$ 38,300
Ownership percentage by parent								75.00%					75.00%				75.00%

Commitments and Contingencies - Additional Information (Detail)		204 Months Ended
	Jan. 06, 2017 USD ($) Segment	Dec. 31, 2016 USD ($)	Aug. 31, 2019 USD ($)
Commitments and Contingencies Disclosure [Line Items]
Remedial investigation and feasibility study		$ 110,000,000
Performance Guarantee
Commitments and Contingencies Disclosure [Line Items]
Letter of credit facility outstanding amount			$ 24,400,000
Portland Harbor Site
Commitments and Contingencies Disclosure [Line Items]
Number of sediment decision units \| Segment	13
Estimated undiscounted cost	$ 1,700,000,000
Period for remedial action	13 years
Period for monitoring	30 years
New data collection period to reflect actual cost prior to final remedy design	2 years
Portland Harbor Site \| Minimum
Commitments and Contingencies Disclosure [Line Items]
Accuracy of cost estimate	(30.00%)
Portland Harbor Site \| Maximum
Commitments and Contingencies Disclosure [Line Items]
Accuracy of cost estimate	50.00%
Amsted-Maxion
Commitments and Contingencies Disclosure [Line Items]
Note receivable			10,000,000
Greenbrier-Maxion
Commitments and Contingencies Disclosure [Line Items]
Note receivable			$ 18,400,000

Consolidated Balance Sheets - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Assets
Cash and cash equivalents	$ 329,684	$ 530,655
Restricted cash	8,803	8,819
Accounts receivable, net	373,383	348,406
Inventories	664,693	432,314
Leased railcars for syndication	182,269	130,926
Equipment on operating leases, net	366,688	322,855
Property, plant and equipment, net	717,973	457,196
Investment in unconsolidated affiliates	91,818	61,414
Intangibles and other assets, net	125,379	94,668
Goodwill	129,947	78,211
Total assets	2,990,637	2,465,464
Liabilities and Equity
Revolving notes	27,115	27,725
Accounts payable and accrued liabilities	568,360	449,857
Deferred income taxes	13,946	31,740
Deferred revenue	85,070	105,954
Notes payable, net	822,885	436,205
Commitments and contingencies (Notes 22 & 23)
Contingently redeemable noncontrolling interest	31,564	29,768
Greenbrier
Preferred stock - without par value; 25,000 shares authorized; none outstanding
Common stock - without par value; 50,000 shares authorized; 32,488 and 32,191 outstanding at August 31, 2019 and 2018
Additional paid-in capital	453,943	442,569
Retained earnings	867,602	830,898
Accumulated other comprehensive loss	(44,815)	(23,366)
Total equity - Greenbrier	1,276,730	1,250,101
Noncontrolling interest	164,967	134,114
Total equity	1,441,697	1,384,215
Liabilities and Equity	$ 2,990,637	$ 2,465,464

Accounts Payable and Accrued Liabilities - Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017	Aug. 31, 2016
Accounts Payable and Accrued Liabilities [Line Items]
Trade payables	$ 302,009	$ 226,405
Other accrued liabilities	108,939	86,175
Accrued payroll and related liabilities	106,669	105,111
Accrued warranty	46,678	27,395	$ 20,737	$ 12,159
Income taxes payable	4,065	4,771
Accounts payable and accrued liabilities	$ 568,360	$ 449,857

Property, Plant and Equipment, Net - Property, Plant and Equipment, Net (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Property, Plant and Equipment [Line Items]
Property plant and equipment	$ 1,124,029	$ 819,128
Accumulated depreciation	(406,056)	(361,932)
Property, plant and equipment, net	717,973	457,196
Land and improvements
Property, Plant and Equipment [Line Items]
Property plant and equipment	87,872	84,432
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property plant and equipment	539,952	414,865
Building and improvements
Property, Plant and Equipment [Line Items]
Property plant and equipment	338,639	202,973
Construction in Progress
Property, Plant and Equipment [Line Items]
Property plant and equipment	66,744	48,406
Other
Property, Plant and Equipment [Line Items]
Property plant and equipment	$ 90,822	$ 68,452

Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Inventory [Line Items]
Manufacturing supplies and raw materials	$ 387,015	$ 274,938
Work-in-process	156,614	105,021
Finished goods	130,576	57,969
Excess and obsolete adjustment	(9,512)	(5,614)
Inventories	$ 664,693	$ 432,314

Goodwill - Additional Information (Detail) $ in Thousands	12 Months Ended
Goodwill - Additional Information (Detail) $ in Thousands	Aug. 31, 2019 USD ($)
Goodwill impairment	$ 10,025

Quarterly Results of Operations (Unaudited) - Quarterly Results of Operations (Parenthetical) (Detail)	Aug. 31, 2019
2.875% Convertible Senior Notes
Debt Instrument Interest Rate	2.875%
2.25% Convertible Senior Notes
Debt Instrument Interest Rate	2.25%
3.5% Convertible Senior Notes
Debt Instrument Interest Rate	3.50%

Intangibles and Other Assets, Net - Identifiable Intangible and Other Assets (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Intangibles and Other Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Net, Total	$ 67,995	$ 38,845
Intangible assets not subject to amortization	5,450	5,115
Prepaid and other assets	15,749	18,935
Nonqualified savings plan investments	27,967	26,299
Debt issuance costs, net	4,568	1,824
Assets held for sale	3,650	3,650
Total Intangible and other assets, net	125,379	94,668
Customer and supplier relationships
Intangibles and Other Assets by Major Class [Line Items]
Finite lived intangible assets gross	89,722	73,601
Accumulated amortization	(48,850)	(44,656)
Other Intangible Assets
Intangibles and Other Assets by Major Class [Line Items]
Finite lived intangible assets gross	34,031	15,219
Accumulated amortization	$ (6,908)	$ (5,319)

Income Taxes - Tax Effects of Temporary Differences that give rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Deferred tax assets:
Accrued payroll and related liabilities	$ 21,978	$ 18,461
Deferred revenue	8,296	10,642
Inventories and other	15,392	10,518
Maintenance and warranty accruals	3,596	7,201
Net operating losses	3,182	2,002
Investment and asset tax credits	1,560	1,439
Deferred Tax Assets, Gross, Total	54,004	50,263
Deferred tax liabilities:
Fixed assets	56,760	70,942
Original issue discount	6,253	6,099
Intangibles	2,813	2,474
Other	1,432	1,831
Deferred Tax Liabilities, Gross, Total	67,258	81,346
Valuation allowance	692	657
Net deferred tax liability	$ 13,946	$ 31,740

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands			12 Months Ended
	Sep. 01, 2019	Sep. 01, 2018	Aug. 31, 2019	Aug. 31, 2018	Aug. 31, 2017	Aug. 02, 2018	Jun. 30, 2017	Jun. 01, 2017	Aug. 31, 2016
Summary Of Significant Accounting Policies [Line Items]
Net foreign currency translation adjustment			$ 34,200	$ 21,500	$ 5,400
Allowance for doubtful accounts			2,176	2,701	1,768				$ 2,215
Leased railcars for syndication			$ 182,269	130,926
Property, Plant and Equipment useful life			35 years
Percentage of revenue and gross margin			40.00%
Retained risk threshold percentage			90.00%
Research and development			$ 5,400	6,000	4,200
Stock based compensation expense			$ 11,153	$ 29,314	$ 26,427
Performance based share based compensation			313,540	317,036	269,705
Share based compensation, non vested shares			397,260
Unamortized share based compensation			$ 15,000
Leasing & Services
Summary Of Significant Accounting Policies [Line Items]
Threshold limit of retained earnings			10.00%
Description of retained risk			The Company applies a 10% threshold to determine whether the level of retained risk exceeds 10% of the individual fair value of the rail cars delivered. If retained risk exceeded 10%, the transaction would not be recognized as a sale until such time as the retained risk declined to 10% or less.
2.875% Convertible Senior Notes
Summary Of Significant Accounting Policies [Line Items]
Debt instrument, interest rate			2.875%
2.25% Convertible Senior Notes
Summary Of Significant Accounting Policies [Line Items]
Debt instrument, interest rate			2.25%
3.5% Convertible Senior Notes
Summary Of Significant Accounting Policies [Line Items]
Debt instrument, interest rate			3.50%
Subsequent Event [Member] \| Deferred Gains Recognised as Earnings
Summary Of Significant Accounting Policies [Line Items]
New accounting pronouncement or change in accounting principle cumulative effect of change in equity or net assets	$ 5,000
Subsequent Event [Member] \| Leased Railcars
Summary Of Significant Accounting Policies [Line Items]
Liabilities to be derecognised	9,000
Subsequent Event [Member] \| Deferred Revenue
Summary Of Significant Accounting Policies [Line Items]
Liabilities to be derecognised	13,000
GIMSA
Summary Of Significant Accounting Policies [Line Items]
Interest in joint venture			50.00%
Rayvag
Summary Of Significant Accounting Policies [Line Items]
Interest in joint venture			68.00%			68.00%
Summit Railroad Products, Inc
Summary Of Significant Accounting Policies [Line Items]
Interest in joint venture			50.00%
Greenbrier-Astra Rail
Summary Of Significant Accounting Policies [Line Items]
Interest in joint venture			50.00%					25.00%
Ownership percentage by parent				75.00%				75.00%
Accounting Standards Update 2014-09
Summary Of Significant Accounting Policies [Line Items]
Increase to retained earnings		$ 5,500
Accounting Standards Update 2016-02 \| Minimum \| Subsequent Event [Member]
Summary Of Significant Accounting Policies [Line Items]
Operating lease right of use asset	40,000
Operating lease liability	40,000
Accounting Standards Update 2016-02 \| Maximum \| Subsequent Event [Member]
Summary Of Significant Accounting Policies [Line Items]
Operating lease right of use asset	45,000
Operating lease liability	$ 45,000
Phantom Stock Units (PSUs)
Summary Of Significant Accounting Policies [Line Items]
Performance based share based compensation					151,634
Share based compensation, non vested shares			72,144
Additional shares available for grant if performance-based phantom stock units vest at stretch level of performance					72,144
Share based compensation, fair value of phantom stock					$ 6,700
Stock compensation expenses			$ (1,200)	$ 12,100	6,200
Unamortized share based compensation			$ 300	$ 5,900	$ 10,900
Greenbrier
Summary Of Significant Accounting Policies [Line Items]
Percentage of ownership in entity			40.00%				40.00%
Upfront Fee [Member]
Summary Of Significant Accounting Policies [Line Items]
Unrecognized deferred revenue			$ 40,000
Customer Relationships \| Maximum
Summary Of Significant Accounting Policies [Line Items]
Estimated useful lives			20 years

Notes Payable, Net - Notes Payable, Net (Detail) - USD ($) $ in Thousands	Aug. 31, 2019	Aug. 31, 2018
Debt Instrument [Line Items]
Term loans	$ 521,544	$ 179,923
Other notes payable	14,001	14,798
Notes payable, gross	860,545	469,721
Debt discount and issuance costs	(37,660)	(33,516)
Notes payable, net	822,885	436,205
2.875% Convertible senior notes, due 2024
Debt Instrument [Line Items]
Convertible senior notes	275,000	$ 275,000
2.25% Convertible senior notes, due 2024
Debt Instrument [Line Items]
Convertible senior notes	$ 50,000