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Reclassification of derivative financial instruments recognized in net earnings (loss)

2,512

2,135

^[1]

137

(616)

Unrealized gain on derivative financial instruments

^[2]

762

1,299

Other (net of tax effect)

(1)

Comprehensive income attributable to noncontrolling interest

3,410

2,818

Comprehensive income

26,407

15,379

(7,650)

(2,179)

Comprehensive income attributable to Greenbrier

$ 18,757

$ 13,200

[1]	Net of tax of effect of $0.1 million and $0.04 million for the three months ended November 30, 2013 and 2012.
[2]	Net of tax of effect of $0.2 million and $0.3 million for the three months ended November 30, 2013 and 2012.

Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Reclassification of derivative financial instruments recognized in net earnings, tax	$ 100	$ 40
Unrealized gain (loss) on derivative financial instruments, tax	$ 200	$ 300

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock Shares	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Total Attributable to Greenbrier	Attributable to Noncontrolling Interest
Balance (in shares) at Aug. 31, 2012		27,143
Balance at Aug. 31, 2012	$ 453,645		$ 252,256	$ 185,890	$ (6,369)	$ 431,777	$ 21,868
Net earnings	12,561			10,427		10,427	2,134
Other comprehensive income, net	2,818				2,773	2,773	45
Noncontrolling interest adjustments	(1,805)						(1,805)
Investment by joint venture partner	1,182						1,182
Restricted stock amortization	1,886		1,886			1,886
Excess tax benefit from restricted stock awards	217		217			217
Warrants exercised		52
Balance (in shares) at Nov. 30, 2012		27,195
Balance at Nov. 30, 2012	470,504		254,359	196,317	(3,596)	447,080	23,424
Balance (in shares) at Aug. 31, 2013		28,084
Balance at Aug. 31, 2013	456,827		259,864	174,842	(6,504)	428,202	28,625
Net earnings	22,997			15,388		15,388	7,609
Other comprehensive income, net	3,410				3,369	3,369	41
Noncontrolling interest adjustments	169						169
Investment by joint venture partner	419						419
Joint venture partner distribution declared	(1,603)						(1,603)
Restricted stock cancellations, shares		(13)
Restricted stock cancellations	(376)		(376)			(376)
Unamortized restricted stock	376		376			376
Restricted stock amortization	1,359		1,359			1,359
Excess tax benefit from restricted stock awards	152		152			152
Repurchase of stock, shares		(28)
Repurchase of stock	(871)		(871)			(871)
Balance (in shares) at Nov. 30, 2013		28,043
Balance at Nov. 30, 2013	$ 482,859		$ 260,504	$ 190,230	$ (3,135)	$ 447,599	$ 35,260

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Cash flows from operating activities
Net earnings	$ 22,997	$ 12,561
Adjustments to reconcile net earnings to net cash used in operating activities:
Deferred income taxes	286	940
Depreciation and amortization	10,897	10,923
Net gain on disposition of equipment	(3,651)	(1,408)
Accretion of debt discount		849
Stock based compensation expense	1,359	1,886
Other	527	(1,705)
Decrease (increase) in assets:
Accounts receivable	(19,305)	(15,515)
Inventories	(13,178)	(41,465)
Leased railcars for syndication	9,853	43,501
Other	2,069	945
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities	(25,137)	(48,036)
Deferred revenue	(172)	11,039
Net cash used in operating activities	(13,455)	(25,485)
Cash flows from investing activities
Proceeds from sales of assets	14,051	10,086
Capital expenditures	(6,542)	(25,141)
Increase in restricted cash	(168)	(1,045)
Investment in and net advances to unconsolidated affiliates	(1,253)	(160)
Net cash provided by (used in) investing activities	6,088	(16,260)
Cash flows from financing activities
Net change in revolving notes with maturities of 90 days or less		27,935
Proceeds from revolving notes with maturities longer than 90 days	7,474	9,195
Repayments of revolving notes with maturities longer than 90 days	(16,878)	(8,941)
Repayments of notes payable	(1,223)	(1,230)
Investment by joint venture partner	419	1,182
Repurchase of stock	(871)
Excess tax benefit from restricted stock awards	152	217
Net cash provided by (used in) financing activities	(10,927)	28,358
Effect of exchange rate changes	2,085	1,100
Decrease in cash and cash equivalents	(16,209)	(12,287)
Cash and cash equivalents
Beginning of period	97,435	53,571
End of period	81,226	41,284
Cash paid during the period for
Interest	5,469	9,362
Income taxes, net	17,694	$ 6,845
Non-cash activity
Transfer of Inventories to Leased railcars for syndication	$ 2,740

Interim Financial Statements

3 Months Ended

Nov. 30, 2013

Interim Financial Statements

Note 1 – Interim Financial Statements

The Condensed Consolidated Financial Statements of The Greenbrier Companies, Inc. and Subsidiaries (Greenbrier or the Company) as of November 30, 2013, for the three months ended November 30, 2013 and 2012 have been prepared without audit and reflect all adjustments (consisting of normal recurring accruals) which, in the opinion of management, are necessary for a fair presentation of the financial position and operating results and cash flows for the periods indicated. The results of operations for the three months ended November 30, 2013 are not necessarily indicative of the results to be expected for the entire year ending August 31, 2014.

Certain notes and other information have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. Therefore, these financial statements should be read in conjunction with the Consolidated Financial Statements contained in the Company’s 2013 Annual Report on Form 10-K.

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

Initial Adoption of Accounting Policies – In the first quarter of 2014, the Company adopted an accounting standard update regarding the testing of indefinite-lived intangible assets for impairment. This update was intended to reduce the cost and complexity of testing indefinite-lived intangible assets for impairment by providing entities with an option to perform a qualitative assessment to determine whether further impairment testing is necessary. This update impacted testing steps only and therefore the adoption did not have an impact on the Company’s Consolidated Financial Statements.

In the first quarter of 2014, the Company adopted an accounting standard update which amended prior reporting requirements with respect to comprehensive income by requiring additional disclosures by component about the amounts reclassified out of accumulated other comprehensive loss. The adoption of this accounting standard update did require additional disclosures, but did not have an impact on the Company’s financial position, results of operations or cash flows.

Share Repurchase Program – In October 2013, the Board of Directors authorized the Company to repurchase up to $50 million of the Company’s common stock. Under the share repurchase program, shares of common stock may be purchased on the open market or through privately negotiated transactions from time-to-time. The timing and amount of purchases will be based upon market conditions, securities law limitations and other factors. The share repurchase program does not obligate the Company to acquire any specific number of shares in any period. The share repurchase program expires April 30, 2015, but may be modified, suspended or discontinued at any time without prior notice. During the three months ended November 30, 2013, the Company repurchased a total of 28,610 shares for approximately $0.9 million. Subsequent to November 30, 2013 and through January 6, 2014, the Company purchased an additional 81,794 shares for approximately $2.5 million.

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

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Intangibles and Other Assets, Net

Restructuring

3 Months Ended

Nov. 30, 2013

Restructuring

Note 2 – Restructuring

During 2013, the Company implemented a restructuring plan to sell or close certain Wheels, Repair & Parts facilities to enhance margins and improve capital efficiency and anticipates completing the restructuring plan during 2014. Restructuring charges related to this plan, associated with the Company’s Wheels, Repair & Parts segment, totaled $0.9 million for the three months ended November 30, 2013 and were included in the Consolidated Statement of Income. The Company anticipates that there will be additional restructuring charges in 2014 as the Company completes the plan.


(In thousands)	Accrual at August 31, 2013		Charged to Expense		Paid or Settled		Accrual at November 30, 2013
Employee termination costs	$	1,409	$	843	$	1,952	$	300
Contract termination costs		—		—		—		—
Other costs		299		36		130		205

	$	1,708	$	879	$	2,082	$	505

Inventories

3 Months Ended

Nov. 30, 2013

Inventories

Note 3 – Inventories

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


(In thousands)	November 30, 2013			August 31, 2013
Manufacturing supplies and raw materials	$	203,165		$	217,182
Work-in-process		51,087			48,990
Finished goods		78,924			54,839
Excess and obsolete adjustment		(4,941	)		(4,228	)

	$	328,235		$	316,783

Intangibles and Other Assets, Net

3 Months Ended

Nov. 30, 2013

Note 4 – Intangibles and Other Assets, net

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

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


(In thousands)	November 30, 2013			August 31, 2013
Intangible assets subject to amortization:
Customer relationships	$	66,288		$	66,288
Accumulated amortization		(28,551	)		(26,964	)
Other intangibles		5,046			4,967
Accumulated amortization		(4,279	)		(4,162	)

		38,504			40,129
Intangible assets not subject to amortization		912			912
Investment in unconsolidated affiliates		11,985			10,739
Prepaid and other assets		8,691			10,601
Nonqualified savings plan investments		8,202			7,687
Debt issuance costs, net		7,258			7,802
Assets held for sale		503			1,101

Total intangible and other assets	$	76,055		$	78,971

Amortization expense for the three months ended November 30, 2013 and 2012 was $1.7 million and $1.3 million. Amortization expense for the years ending August 31, 2014, 2015, 2016, 2017 and 2018 is expected to be $4.5 million, $3.8 million, $3.8 million, $3.7 million and $3.4 million.

Revolving Notes

3 Months Ended

Nov. 30, 2013

Revolving Notes

Note 5 – Revolving Notes

Senior secured credit facilities, consisting of three components, aggregated to $359.8 million as of November 30, 2013.

As of November 30, 2013, a $290.0 million revolving line of credit secured by substantially all the Company’s assets in the U.S. not otherwise pledged as security for term loans and maturing June 2016, 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 2.25% or Prime plus 1.25% depending on the type of borrowing. Available borrowings under the credit facility are generally based on defined levels of inventory, receivables, property, plant and equipment and leased equipment, as well as total debt to consolidated capitalization and fixed charges coverage ratios.

As of November 30, 2013, lines of credit totaling $19.8 million secured by certain of the Company’s European assets, with various variable rates that range from Warsaw Interbank Offered Rate (WIBOR) plus 1.3% to WIBOR plus 1.5%, were available for working capital needs of the European manufacturing operation. European credit facilities are continually being renewed. Currently these European credit facilities have maturities that range from December 2014 through June 2015.

As of November 30, 2013, the Company’s Mexican joint venture had two lines of credit totaling $50.0 million. The first line of credit provides up to $20.0 million and is secured by certain of the joint venture’s accounts receivable and inventory. Advances under this facility bear interest at LIBOR plus 2.5%. Advances under this facility may be drawn through December 2013 and bear interest at LIBOR plus 2.5%. This line of credit is currently in the process of being renewed. The Mexican joint venture was able to draw amounts available under this facility through December 2013 and the line of credit is currently in the process of being renewed. Borrowings outstanding under this facility are due from January 2014 to May 2014. The second line of credit provides up to $30.0 million and is fully guaranteed by each of the joint venture partners, including the Company. Advances under this facility bear interest at LIBOR plus 2.0%. The Mexican joint venture will be able to draw against this facility through February 2015.

As of November 30, 2013, outstanding borrowings under the senior secured credit facilities consisted of $6.2 million in letters of credit under the North American credit facility and $38.8 million outstanding under the Mexican joint venture credit facilities.

As of August 31, 2013, outstanding borrowings under the senior secured credit facilities consisted of $6.8 million in letters of credit under the North American credit facility and $48.2 million outstanding under the Mexican joint venture credit facilities.

Accounts Payable and Accrued Liabilities

3 Months Ended

Nov. 30, 2013

Accounts Payable and Accrued Liabilities

Note 6 – Accounts Payable and Accrued Liabilities


(In thousands)	November 30, 2013		August 31, 2013
Trade payables	$	161,845	$	163,490
Other accrued liabilities		58,809		70,691
Accrued payroll and related liabilities		40,163		42,047
Accrued maintenance		12,480		11,420
Accrued warranty		11,479		12,128
Income taxes payable		4,041		13,094
Other		4,224		3,068

	$	293,041	$	315,938

Warranty Accruals

3 Months Ended

Nov. 30, 2013

Warranty Accruals

Note 7 – Warranty Accruals

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

Warranty accrual activity:


	Three Months Ended November 30,
(In thousands)	2013			2012
Balance at beginning of period	$	12,128		$	9,221
Charged to cost of revenue, net		622			1,585
Payments		(1,472	)		(801	)
Currency translation effect		201			97

Balance at end of period	$	11,479		$	10,102

Accumulated Other Comprehensive Loss

3 Months Ended

Nov. 30, 2013

Accumulated Other Comprehensive Loss

Note 8 – Accumulated Other Comprehensive Loss

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


(In thousands)	Unrealized Income (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Income (Loss)
Balance, August 31, 2013	$	(1,053	)	$	(4,923	)	$	(528	)	$	(6,504	)
Other comprehensive income (loss) before reclassifications		762			2,471			(1	)		3,232
Amounts reclassified from accumulated other comprehensive income (loss)		137			—			—			137

Balance, November 30, 2013	$	(154	)	$	(2,452	)	$	(529	)	$	(3,135	)


Details about Accumulated other comprehensive loss components	Amounts reclassified from Accumulated other comprehensive loss			Affected line in the statement where Net earnings is presented
Gain (loss) on derivative financial instruments:
Foreign exchange contracts	$	(150	)	Revenue
Interest rate swap contracts		419		Interest and foreign exchange

		269		Total before tax
		(132	)	Tax expense

	$	137		Net of tax

The entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.

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Earnings Per Share

3 Months Ended

Nov. 30, 2013

Earnings Per Share

Note 9 – Earnings Per Share

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


(In thousands)	Three Months Ended November 30,
(In thousands)	2013		2012
Weighted average basic common shares outstanding ⁽¹⁾		28,417		27,144
Dilutive effect of warrants		—		802
Dilutive effect of convertible notes ⁽²⁾		6,045		6,045

Weighted average diluted common shares outstanding		34,462		33,991

(1)

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

(2)

The dilutive effect of the 2018 Convertible notes are included as they were considered dilutive under the “if converted” method as further discussed below. The dilutive effect of the 2026 Convertible notes was excluded from the share calculations as the stock price for each period presented was less than the initial conversion price of $48.05 and therefore considered anti-dilutive.

Dilutive EPS for the three months ended November 30, 2013 and 2012 was calculated using the more dilutive of two approaches. The first approach includes the dilutive effect of outstanding warrants and shares underlying the 2026 Convertible notes in the share count using the treasury stock method. The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes issued in March 2011. Under the “if converted method” debt issuance and interest costs, both net of tax, associated with the convertible notes are added back to net earnings and the share count is increased by the shares underlying the convertible notes. The 2026 Convertible notes would only be included in the calculation of both approaches if the current stock price is greater than the initial conversion price of $48.05 using the treasury stock method.


	Three Months Ended November 30,
	2013		2012
Net earnings attributable to Greenbrier	$	15,388	$	10,427
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		1,416		1,430

Earnings before interest and debt issuance costs on convertible notes	$	16,804	$	11,857

Weighted average diluted common shares outstanding		34,462		33,991
Diluted earnings per share ⁽¹⁾	$	0.49	$	0.35

(1)

Diluted earnings per share was calculated as follows:

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

Weighted average diluted common shares outstanding

Stock Based Compensation

3 Months Ended

Nov. 30, 2013

Stock Based Compensation

Note 10 – Stock Based Compensation

The value, at the date of grant, of restricted stock and restricted stock unit awards is amortized as compensation expense over the lesser of the vesting period or to the recipient’s eligible retirement date. Awards are expensed upon grant when the recipient’s eligible retirement date precedes the grant date.

For the three months ended November 30, 2013, $1.4 million in compensation expense was recorded for restricted stock and restricted stock unit grants. For the three months ended November 30, 2012, $1.9 million in compensation expense was recorded for restricted stock grants. Compensation expense related to restricted stock and restricted stock unit grants is recorded in Selling and administrative expense on the Consolidated Statements of Income.

Derivative Instruments

3 Months Ended

Nov. 30, 2013

Derivative Instruments

Note 11 – 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 in Euro. Interest rate swap agreements are utilized 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 are recorded in accumulated other comprehensive income or loss.

At November 30, 2013 exchange rates, forward exchange contracts for the purchase of Polish Zloty and the sale of Euro aggregated $58.1 million. Adjusting the foreign currency exchange contracts to the fair value of the cash flow hedges at November 30, 2013 resulted in an unrealized pre-tax gain of $0.4 million that was recorded in accumulated other comprehensive loss. The fair value of the contracts is included in Accounts payable and accrued liabilities when there is a loss, or Accounts receivable when there is a gain, on the Consolidated Balance Sheets. As the contracts mature at various dates through June 2015, any such gain or loss remaining will be recognized in manufacturing revenue along with the related transactions. In the event that the underlying sales transaction does not occur or does not occur in the period designated at the inception of the hedge, the amount classified in accumulated other comprehensive loss would be reclassified to the current year’s results of operations in Interest and foreign exchange.

At November 30, 2013, an interest rate swap agreement had a notional amount of $41.2 million and matures March 2014. The fair value of this cash flow hedge at November 30, 2013 resulted in an unrealized pre-tax loss of $0.8 million. The loss is included in Accumulated other comprehensive loss and the fair value of the contract is included in Accounts payable and accrued liabilities on the Consolidated Balance Sheets. As interest expense on the underlying debt is recognized, amounts corresponding to the interest rate swap are reclassified from accumulated other comprehensive loss and charged or credited to interest expense. At November 30, 2013 interest rates, approximately $0.8 million would be reclassified to interest expense in the next 12 months.

Fair Values of Derivative Instruments


	Asset Derivatives					Liability Derivatives
	Balance sheet	November 30, 2013		August 31, 2013		Balance sheet	November 30, 2013		August 31, 2013
(In thousands)	location	Fair Value		Fair Value		location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable	$	770	$	819	Accounts payable and accrued liabilities	$	143	$	342
Interest rate swap contracts	Other assets		—		—	Accounts payable and accrued liabilities		829		1,250

		$	770	$	819		$	972	$	1,592

Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable	$	365	$	223	Accounts payable and accrued liabilities	$	—	$	40

The Effect of Derivative Instruments on the Statement of Income


Derivatives in cash flow hedging relationships	Location of gain recognized in income on derivative		Gain recognized in income on derivative Three months ended November 30,
			2013		2012
Foreign forward exchange contract		Interest and foreign exchange	$	74	$	155


Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) Three months ended November 30,					Location of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income (effective portion) Three months ended November 30,						Location of gain in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain recognized on derivative (ineffective portion and amount excluded from effectiveness testing) Three months ended November 30,
	2013		2012				2013			2012				2013		2012
Foreign forward exchange contracts	$	955	$	1,509		Revenue	$	150		$	1,080		Interest and foreign exchange	$	170	$	896
Interest rate swap contracts		1		(28	)	Interest and foreign exchange		(419	)		(420	)	Interest and foreign exchange		—		—

	$	956	$	1,481			$	(269	)	$	660			$	170	$	896

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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Segment Information

3 Months Ended

Nov. 30, 2013

Segment Information

Note 12 – Segment Information

Greenbrier operates in three reportable segments: Manufacturing; Wheels, Repair & Parts; and Leasing & Services. The accounting policies of the segments are described in the summary of significant accounting policies in the Consolidated Financial Statements contained in the Company’s 2013 Annual Report on Form 10-K. Performance for each of these segments is evaluated based on earnings (loss) 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 the Company’s integrated business. Greenbrier’s management does not allocate Interest and foreign exchange or Income tax benefit (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.


For the three months ended November 30, 2013:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	359,473	$	—		$	359,473		$	38,314		$	—		$	38,314
Wheels, Repair & Parts		113,401		1,653			115,054			(374	)		31			(343	)
Leasing & Services		17,481		2,869			20,350			8,670			2,869			11,539
Eliminations		—		(4,522	)		(4,522	)		—			(2,900	)		(2,900	)
Corporate		—		—			—			(8,388	)		—			(8,388	)

	$	490,355	$	—		$	490,355		$	38,222		$	—		$	38,222


For the three months ended November 30, 2012:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	285,368	$	6,949		$	292,317		$	15,502		$	(45	)	$	15,457
Wheels, Repair & Parts		112,100		5,386			117,486			6,137			(63	)		6,074
Leasing & Services		17,906		4,392			22,298			8,701			4,392			13,093
Eliminations		—		(16,727	)		(16,727	)		—			(4,284	)		(4,284	)
Corporate		—		—			—			(7,253	)		—			(7,253	)

	$	415,374	$	—		$	415,374		$	23,087		$	—		$	23,087


	Total assets
	November 30,		August 31,
	2013		2013
Manufacturing	$	461,096	$	401,630
Wheels, Repair & Parts		304,249		318,483
Leasing & Services		427,023		463,381
Unallocated		90,210		106,247

	$	1,282,578	$	1,289,741

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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Commitments and Contingencies

Commitments and Contingencies

3 Months Ended

Nov. 30, 2013

Note 13 – Commitments and Contingencies

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

In December 2000, the U.S. Environmental Protection Agency (EPA) has classified portions of the river bed of the Portland Harbor, including the portion fronting the Company’s manufacturing facility, as a federal “National Priority List” or “Superfund” site due to sediment contamination (the “Portland Harbor Site”). The Company and more than 140 other parties have received a “General Notice” of potential liability from the EPA relating to the Portland Harbor Site. The letter advised the Company that it may be liable for the costs of investigation and remediation (which liability may be joint and several with other potentially responsible parties) as well as for natural resource damages resulting from releases of hazardous substances to the site. At this time, ten private and public entities, including the Company (the “Lower Willamette Group” or “LWG”), have signed an Administrative Order on Consent (“AOC”) to perform a remedial investigation/feasibility study (“RI/FS”) of the Portland Harbor Site under EPA oversight, and several additional entities have not signed such consent, but are nevertheless contributing money to the effort. The EPA-mandated RI/FS is being conducted by the LWG and has cost over $100 million during a 13-year period. The Company has agreed to initially bear a percentage of the total costs incurred by the LWG in connection with the investigation. The Company’s aggregate expenditure has not been material during the 13-year period. Some or all of any such outlay may be recoverable from other responsible parties. The investigation is expected to continue for at least one more year.

Eighty-three parties, including the State of Oregon and the federal government, have entered into a non-judicial mediation process to try to allocate costs associated with the Portland Harbor site. Approximately 110 additional parties have signed tolling agreements related to such allocations. On April 23, 2009, the Company and the other AOC signatories filed suit against 69 other parties due to a possible limitations period for some such claims; Arkema Inc. et al v. A & C Foundry Products, Inc.et al, US District Court, District of Oregon, Case #3:09-cv-453-PK. All but 12 of these parties elected to sign tolling agreements and be dismissed without prejudice, and the case has now been stayed by the court, pending completion of the RI/FS. Although, as described below, the draft feasibility study has been submitted, the RI/FS will not be complete until the EPA approves it, which is not likely to occur until at least 2015.

A draft of the remedial investigation study was submitted to the EPA on October 27, 2009. The draft feasibility study was submitted to the EPA on March 30, 2012. The draft feasibility study evaluates several alternative cleanup approaches. The approaches submitted would take from 2 to 28 years with costs ranging from $169 million to $1.8 billion for cleanup of the entire Portland Harbor Site, depending primarily on the selected remedial action levels. The draft feasibility study suggests costs ranging from $9 million to $163 million for cleanup of the area of the Willamette River adjacent to the Company’s Portland, Oregon manufacturing facility, depending primarily on the selected remedial action level.

The draft feasibility study does not address responsibility for the costs of clean-up or allocate such costs among the potentially responsible parties, or define precise boundaries for the cleanup. Responsibility for funding and implementing the EPA’s selected cleanup will be determined after the issuance of the Record of Decision. Based on the investigation to date, the Company believes that it did not contribute in any material way to 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 of the Portland Harbor Site or to estimate a range of potential loss. Based on the results of the pending investigations and future assessments of natural resource damages, the Company may be required to incur costs associated with additional phases of investigation or remedial action, and may be liable for damages to natural resources. In addition, the Company may be required to perform periodic maintenance dredging in order to continue to launch vessels from its launch ways in Portland, Oregon, on the Willamette River, and the river’s classification as a Superfund site could result in some limitations on future dredging and launch activities. Any of these matters could adversely affect the Company’s business and Consolidated Financial Statements, or the value of its Portland property.

We have also signed an Order on Consent with 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 those are in the process of being completed. Our aggregate expenditure has not been material during the 13-year period. Some or all of any such outlay may be recoverable from other responsible parties.

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

In accordance with customary business practices in Europe, the Company has $2.7 million in bank and third party warranty guarantee facilities, all of which have been utilized as of November 30, 2013. To date no amounts have been drawn under these guarantee facilities.

As of November 30, 2013, the Mexican joint venture had $40.8 million of third party debt outstanding, for which the Company has guaranteed approximately $32.9 million.

As of November 30, 2013, 2013 the Company had outstanding letters of credit aggregating $6.2 million associated with facility leases and workers compensation insurance.

Fair Value Measures

3 Months Ended

Nov. 30, 2013

Fair Value Measures

Note 14 – 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 fair value as follows:


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

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2013 are:


(In thousands)	Total		Level 1		Level 2 ⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	1,135	$	—	$	1,135	$	—
Nonqualified savings plan investments		8,202		8,202		—		—
Cash equivalents		1,005		1,005		—		—

	$	10,342	$	9,207	$	1,135	$	—

Liabilities:
Derivative financial instruments	$	972	$	—	$	972	$	—

(1)	Level 2 assets and liabilities include derivative financial instruments which are valued based on observable inputs. See Note 11 Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2013 are:


(In thousands)	Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments	$	1,042	$	—	$	1,042	$	—
Nonqualified savings plan investments		7,687		7,687		—		—
Cash equivalents		1,004		1,004		—		—

	$	9,733	$	8,691	$	1,042	$	—

Liabilities:
Derivative financial instruments	$	1,632	$	—	$	1,632	$	—

Variable Interest Entities

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Variable Interest Entities

3 Months Ended

Nov. 30, 2013

Note 15 – Variable Interest Entities

March 2012 Agreement

In March 2012, the Company purchased a 1% interest in three trusts (the “Trusts”) which are 99% owned by a third party. As of August 31, 2013, the Company had completed the sale of railcars to the Trusts for an aggregate value of $99.6 million.

As of November 30, 2013, the carrying amount of the Company’s investment in the Trusts is $1.0 million, which is recorded in Intangibles and other assets, net on the Consolidated Balance Sheets.

May 2013 Agreement

In May 2013, the Company purchased an 8% interest in an entity that owns a portfolio of railcar assets that are leased to third parties, the remaining 92% is owned by a third party. In the first quarter of 2014, the Company sold 204 railcars to this entity for $16.0 million resulting in a total of 468 railcars manufactured by the Company and subject to operating leases sold for $39.2 million to this entity as of November 30, 2013.

As of November 30, 2013, the carrying amount of the Company’s investment in this entity is $3.1 million which is recorded in Intangibles and other assets, net on the Consolidated Balance Sheets.

Guarantor/Non-Guarantor

3 Months Ended

Nov. 30, 2013

Guarantor/Non-Guarantor

Note 16 – Guarantor/Non-Guarantor

The convertible senior notes due 2026 (the Notes) issued on May 22, 2006 are fully and unconditionally and jointly and severally guaranteed by substantially all of Greenbrier’s material 100% owned U.S. subsidiaries: Autostack Company LLC, Greenbrier-Concarril, LLC, Greenbrier Leasing Company LLC, Greenbrier Leasing Limited Partner, LLC, Greenbrier Management Services, LLC, Greenbrier Leasing, L.P., Greenbrier Railcar LLC, Gunderson LLC, Gunderson Marine LLC, Gunderson Rail Services LLC, Meridian Rail Holding Corp., Meridian Rail Acquisition Corp., Meridian Rail Mexico City Corp., Brandon Railroad LLC, Gunderson Specialty Products, LLC and Greenbrier Railcar Leasing, Inc. No other subsidiaries guarantee the Notes including Greenbrier Union Holdings I LLC, Greenbrier MUL Holdings I LLC, Greenbrier Leasing Limited, Greenbrier Europe B.V., Greenbrier Germany GmbH, WagonySwidnica S.A., Zaklad Naprawczy Taboru Kolejowego Olawa sp. z o.o., Zaklad Transportu Kolejowego SIARKOPOL sp. z o.o., Gunderson-Concarril, S.A. de C.V., Greenbrier Rail Services Canada, Inc., Mexico Meridianrail Services, S.A. de C.V., Greenbrier Railcar Services – Tierra Blanca S.A. de C.V., YSD Doors, S.A. de C.V., Gunderson-Gimsa S.A. de C.V., Greenbrier, S.A. de C.V. and Greenbrier-Gimsa, LLC.

The following represents the supplemental consolidating condensed financial information of Greenbrier and its guarantor and non-guarantor subsidiaries, as of November 30, 2013 and August 31, 2013, for the three months ended November 30, 2013 and 2012. The information is presented on the basis of Greenbrier accounting for its ownership of its wholly owned subsidiaries using the equity method of accounting. The equity method investment for each subsidiary is recorded by the parent in intangibles and other assets. Intercompany transactions of goods and services between the guarantor and non-guarantor subsidiaries are presented as if the sales or transfers were at fair value to third parties and eliminated in consolidation.

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

November 30, 2013

(In thousands, unaudited)


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

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

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

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2013

(In thousands, unaudited)


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

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

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

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

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

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

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

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

The Greenbrier Companies, Inc.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2013


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

		—		305		3,105			—			3,410

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2013

(In thousands, unaudited)


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

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

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

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

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

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

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2013

(In thousands)


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

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

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

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2012

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	133,511		$	229,508		$	(77,651	)	$	285,368
Wheels, Repair & Parts		—			116,224			—			(4,124	)		112,100
Leasing & Services		91			17,823			—			(8	)		17,906

		91			267,558			229,508			(81,783	)		415,374
Cost of revenue
Manufacturing		—			124,385			215,170			(81,063	)		258,492
Wheels, Repair & Parts		—			105,659			—			(4,183	)		101,476
Leasing & Services		—			7,650			—			(23	)		7,627

		—			237,694			215,170			(85,269	)		367,595
Margin		91			29,864			14,338			3,486			47,779
Selling and administrative		9,786			8,131			8,183			—			26,100
Gain on disposition of equipment		—			(1,044	)		—			(364	)		(1,408	)

Earnings (loss) from operations		(9,695	)		22,777			6,155			3,850			23,087
Other costs
Interest and foreign exchange		3,616			902			1,498			(116	)		5,900

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,311	)		21,875			4,657			3,966			17,187
Income tax (expense) benefit		5,769			(8,081	)		(1,423	)		(851	)		(4,586	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(7,542	)		13,794			3,234			3,115			12,601
Earnings (loss) from unconsolidated affiliates		17,969			36			9			(18,054	)		(40	)

Net earnings (loss)		10,427			13,830			3,243			(14,939	)		12,561
Net (earnings) loss attributable to noncontrolling interest		—			—			(535	)		(1,599	)		(2,134	)

Net earnings (loss) attributable to Greenbrier	$	10,427		$	13,830		$	2,708		$	(16,538	)	$	10,427

The Greenbrier Companies, Inc.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2012


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

		—		409			2,409			—			2,818

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2012


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	10,427		$	13,830		$	3,243		$	(14,939	)	$	12,561
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		2,481			(1,656	)		(736	)		851			940
Depreciation and amortization		576			7,922			2,448			(23	)		10,923
Gain on sales of leased equipment		—			(1,044	)		—			(364	)		(1,408	)
Accretion of debt discount		849			—			—			—			849
Stock based compensation		1,886			—			—			—			1,886
Other		—			98			1			(1,804	)		(1,705	)
Decrease (increase) in assets:
Accounts receivable		915			(18,193	)		1,676			87			(15,515	)
Inventories		—			(39,095	)		(2,384	)		14			(41,465	)
Leased railcars for syndication		—			45,243			—			(1,742	)		43,501
Other		212			(141	)		3,318			(2,444	)		945
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(27,865	)		(24,450	)		4,277			2			(48,036	)
Deferred revenue		(39	)		11,506			(430	)		2			11,039

Net cash provided by (used in) operating activities		(10,558	)		(5,980	)		11,413			(20,360	)		(25,485	)

Cash flows from investing activities:
Proceeds from sales of equipment		—			10,086			—			—			10,086
Investment in and net advances to unconsolidated affiliates		(20,413	)		(85	)		(160	)		20,498			(160	)
Intercompany advances		4			—			—			(4	)		—
Decrease (increase) in restricted cash		—			57			(1,102	)		—			(1,045	)
Capital expenditures		(49	)		(16,676	)		(8,278	)		(138	)		(25,141	)

Net cash provided by (used in) investing activities		(20,458	)		(6,618	)		(9,540	)		20,356			(16,260	)

Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		41,750			—			(13,815	)		—			27,935
Proceeds from revolving notes with maturities longer than 90 days		—			—			9,195			—			9,195
Repayment of revolving notes with maturities longer than 90 days		—			—			(8,941	)		—			(8,941	)
Intercompany advances		(11,688	)		12,944			(1,260	)		4			—
Repayments of notes payable		—			(1,028	)		(202	)		—			(1,230	)
Investment by joint venture partner		—			—			1,182			—			1,182
Excess tax benefit from restricted stock awards		217			—			—			—			217

Net cash provided by (used in) financing activities		30,279			11,916			(13,841	)		4			28,358

Effect of exchange rate changes		—			402			698			—			1,100
Decrease in cash and cash equivalents		(737	)		(280	)		(11,270	)		—			(12,287	)
Cash and cash equivalents
Beginning of period		34,323			294			18,954			—			53,571

End of period	$	33,586		$	14		$	7,684		$	—		$	41,284

Restructuring (Tables)

3 Months Ended

Nov. 30, 2013

Restructuring Reserve by Type of Cost


(In thousands)	Accrual at August 31, 2013		Charged to Expense		Paid or Settled		Accrual at November 30, 2013
Employee termination costs	$	1,409	$	843	$	1,952	$	300
Contract termination costs		—		—		—		—
Other costs		299		36		130		205

	$	1,708	$	879	$	2,082	$	505

Inventories (Tables)

3 Months Ended

Nov. 30, 2013

Components of Inventories

The following table summarizes the Company’s inventory balance:


(In thousands)	November 30, 2013			August 31, 2013
Manufacturing supplies and raw materials	$	203,165		$	217,182
Work-in-process		51,087			48,990
Finished goods		78,924			54,839
Excess and obsolete adjustment		(4,941	)		(4,228	)

	$	328,235		$	316,783

Intangibles and Other Assets, Net (Tables)

3 Months Ended

Nov. 30, 2013

Identifiable Intangible and Other Assets

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


(In thousands)	November 30, 2013			August 31, 2013
Intangible assets subject to amortization:
Customer relationships	$	66,288		$	66,288
Accumulated amortization		(28,551	)		(26,964	)
Other intangibles		5,046			4,967
Accumulated amortization		(4,279	)		(4,162	)

		38,504			40,129
Intangible assets not subject to amortization		912			912
Investment in unconsolidated affiliates		11,985			10,739
Prepaid and other assets		8,691			10,601
Nonqualified savings plan investments		8,202			7,687
Debt issuance costs, net		7,258			7,802
Assets held for sale		503			1,101

Total intangible and other assets	$	76,055		$	78,971

Accounts Payable and Accrued Liabilities (Tables)

3 Months Ended

Nov. 30, 2013

Accounts Payable and Accrued Liabilities


(In thousands)	November 30, 2013		August 31, 2013
Trade payables	$	161,845	$	163,490
Other accrued liabilities		58,809		70,691
Accrued payroll and related liabilities		40,163		42,047
Accrued maintenance		12,480		11,420
Accrued warranty		11,479		12,128
Income taxes payable		4,041		13,094
Other		4,224		3,068

	$	293,041	$	315,938

Warranty Accruals (Tables)

3 Months Ended

Nov. 30, 2013

Warranty Accrual Activity

Warranty accrual activity:


	Three Months Ended November 30,
(In thousands)	2013			2012
Balance at beginning of period	$	12,128		$	9,221
Charged to cost of revenue, net		622			1,585
Payments		(1,472	)		(801	)
Currency translation effect		201			97

Balance at end of period	$	11,479		$	10,102

Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Nov. 30, 2013

Components of Accumulated Other Comprehensive Loss, Net of Tax

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


(In thousands)	Unrealized Income (Loss) on Derivative Financial Instruments			Foreign Currency Translation Adjustment			Other			Accumulated Other Comprehensive Income (Loss)
Balance, August 31, 2013	$	(1,053	)	$	(4,923	)	$	(528	)	$	(6,504	)
Other comprehensive income (loss) before reclassifications		762			2,471			(1	)		3,232
Amounts reclassified from accumulated other comprehensive income (loss)		137			—			—			137

Balance, November 30, 2013	$	(154	)	$	(2,452	)	$	(529	)	$	(3,135	)

Amounts Reclasssified from Accumulated Other Comprehensive Loss


Details about Accumulated other comprehensive loss components	Amounts reclassified from Accumulated other comprehensive loss			Affected line in the statement where Net earnings is presented
Gain (loss) on derivative financial instruments:
Foreign exchange contracts	$	(150	)	Revenue
Interest rate swap contracts		419		Interest and foreign exchange

		269		Total before tax
		(132	)	Tax expense

	$	137		Net of tax

Earnings Per Share (Tables)

3 Months Ended

Nov. 30, 2013

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

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


(In thousands)	Three Months Ended November 30,
(In thousands)	2013		2012
Weighted average basic common shares outstanding ⁽¹⁾		28,417		27,144
Dilutive effect of warrants		—		802
Dilutive effect of convertible notes ⁽²⁾		6,045		6,045

Weighted average diluted common shares outstanding		34,462		33,991

(1)

(2)

Approach to Calculate Diluted Earning per Share


	Three Months Ended November 30,
	2013		2012
Net earnings attributable to Greenbrier	$	15,388	$	10,427
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		1,416		1,430

Earnings before interest and debt issuance costs on convertible notes	$	16,804	$	11,857

Weighted average diluted common shares outstanding		34,462		33,991
Diluted earnings per share ⁽¹⁾	$	0.49	$	0.35

(1)

Diluted earnings per share was calculated as follows:

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

Weighted average diluted common shares outstanding

Derivative Instruments (Tables)

3 Months Ended

Nov. 30, 2013

Fair Values of Derivative Instruments

Fair Values of Derivative Instruments


	Asset Derivatives					Liability Derivatives
	Balance sheet	November 30, 2013		August 31, 2013		Balance sheet	November 30, 2013		August 31, 2013
(In thousands)	location	Fair Value		Fair Value		location	Fair Value		Fair Value
Derivatives designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable	$	770	$	819	Accounts payable and accrued liabilities	$	143	$	342
Interest rate swap contracts	Other assets		—		—	Accounts payable and accrued liabilities		829		1,250

		$	770	$	819		$	972	$	1,592

Derivatives not designated as hedging instruments
Foreign forward exchange contracts	Accounts receivable	$	365	$	223	Accounts payable and accrued liabilities	$	—	$	40

Effect of Derivative Instruments on Statement of Income

The Effect of Derivative Instruments on the Statement of Income


Derivatives in cash flow hedging relationships	Location of gain recognized in income on derivative		Gain recognized in income on derivative Three months ended November 30,
			2013		2012
Foreign forward exchange contract		Interest and foreign exchange	$	74	$	155


Derivatives in cash flow hedging relationships	Gain (loss) recognized in OCI on derivatives (effective portion) Three months ended November 30,					Location of gain (loss) reclassified from accumulated OCI into income	Gain (loss) reclassified from accumulated OCI into income (effective portion) Three months ended November 30,						Location of gain in income on derivative (ineffective portion and amount excluded from effectiveness testing)	Gain recognized on derivative (ineffective portion and amount excluded from effectiveness testing) Three months ended November 30,
	2013		2012				2013			2012				2013		2012
Foreign forward exchange contracts	$	955	$	1,509		Revenue	$	150		$	1,080		Interest and foreign exchange	$	170	$	896
Interest rate swap contracts		1		(28	)	Interest and foreign exchange		(419	)		(420	)	Interest and foreign exchange		—		—

	$	956	$	1,481			$	(269	)	$	660			$	170	$	896

Segment Information (Tables)

3 Months Ended

Nov. 30, 2013

Segments' Internal Financial Reports

The information in the following table is derived directly from the segments’ internal financial reports used for corporate management purposes.


For the three months ended November 30, 2013:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	359,473	$	—		$	359,473		$	38,314		$	—		$	38,314
Wheels, Repair & Parts		113,401		1,653			115,054			(374	)		31			(343	)
Leasing & Services		17,481		2,869			20,350			8,670			2,869			11,539
Eliminations		—		(4,522	)		(4,522	)		—			(2,900	)		(2,900	)
Corporate		—		—			—			(8,388	)		—			(8,388	)

	$	490,355	$	—		$	490,355		$	38,222		$	—		$	38,222


For the three months ended November 30, 2012:
	Revenue								Earnings (loss) from operations
	External		Intersegment			Total			External			Intersegment			Total
Manufacturing	$	285,368	$	6,949		$	292,317		$	15,502		$	(45	)	$	15,457
Wheels, Repair & Parts		112,100		5,386			117,486			6,137			(63	)		6,074
Leasing & Services		17,906		4,392			22,298			8,701			4,392			13,093
Eliminations		—		(16,727	)		(16,727	)		—			(4,284	)		(4,284	)
Corporate		—		—			—			(7,253	)		—			(7,253	)

	$	415,374	$	—		$	415,374		$	23,087		$	—		$	23,087


	Total assets
	November 30,		August 31,
	2013		2013
Manufacturing	$	461,096	$	401,630
Wheels, Repair & Parts		304,249		318,483
Leasing & Services		427,023		463,381
Unallocated		90,210		106,247

	$	1,282,578	$	1,289,741

Fair Value Measures (Tables)

3 Months Ended

Nov. 30, 2013

Assets and Liabilities Measured at Fair Value on Recurring Basis

Assets and liabilities measured at fair value on a recurring basis as of November 30, 2013 are:


(In thousands)	Total		Level 1		Level 2 ⁽¹⁾		Level 3
Assets:
Derivative financial instruments	$	1,135	$	—	$	1,135	$	—
Nonqualified savings plan investments		8,202		8,202		—		—
Cash equivalents		1,005		1,005		—		—

	$	10,342	$	9,207	$	1,135	$	—

Liabilities:
Derivative financial instruments	$	972	$	—	$	972	$	—

(1)	Level 2 assets and liabilities include derivative financial instruments which are valued based on observable inputs. See Note 11 Derivative Instruments for further discussion.

Assets and liabilities measured at fair value on a recurring basis as of August 31, 2013 are:


(In thousands)	Total		Level 1		Level 2		Level 3
Assets:
Derivative financial instruments	$	1,042	$	—	$	1,042	$	—
Nonqualified savings plan investments		7,687		7,687		—		—
Cash equivalents		1,004		1,004		—		—

	$	9,733	$	8,691	$	1,042	$	—

Liabilities:
Derivative financial instruments	$	1,632	$	—	$	1,632	$	—

Guarantor/Non-Guarantor (Tables)

3 Months Ended

Nov. 30, 2013

Condensed Consolidating Balance Sheet

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

November 30, 2013

(In thousands, unaudited)


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

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

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

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Balance Sheet

August 31, 2013

(In thousands)


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

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

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

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

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

Condensed Consolidating Statement of Income

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2013

(In thousands, unaudited)


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

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

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

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

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

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

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Income

For the three months ended November 30, 2012

(In thousands, unaudited)


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Revenue
Manufacturing	$	—		$	133,511		$	229,508		$	(77,651	)	$	285,368
Wheels, Repair & Parts		—			116,224			—			(4,124	)		112,100
Leasing & Services		91			17,823			—			(8	)		17,906

		91			267,558			229,508			(81,783	)		415,374
Cost of revenue
Manufacturing		—			124,385			215,170			(81,063	)		258,492
Wheels, Repair & Parts		—			105,659			—			(4,183	)		101,476
Leasing & Services		—			7,650			—			(23	)		7,627

		—			237,694			215,170			(85,269	)		367,595
Margin		91			29,864			14,338			3,486			47,779
Selling and administrative		9,786			8,131			8,183			—			26,100
Gain on disposition of equipment		—			(1,044	)		—			(364	)		(1,408	)

Earnings (loss) from operations		(9,695	)		22,777			6,155			3,850			23,087
Other costs
Interest and foreign exchange		3,616			902			1,498			(116	)		5,900

Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates		(13,311	)		21,875			4,657			3,966			17,187
Income tax (expense) benefit		5,769			(8,081	)		(1,423	)		(851	)		(4,586	)

Earnings (loss) before earnings (loss) from unconsolidated affiliates		(7,542	)		13,794			3,234			3,115			12,601
Earnings (loss) from unconsolidated affiliates		17,969			36			9			(18,054	)		(40	)

Net earnings (loss)		10,427			13,830			3,243			(14,939	)		12,561
Net (earnings) loss attributable to noncontrolling interest		—			—			(535	)		(1,599	)		(2,134	)

Net earnings (loss) attributable to Greenbrier	$	10,427		$	13,830		$	2,708		$	(16,538	)	$	10,427

Consolidating Statement of Comprehensive Income (Loss)

The Greenbrier Companies, Inc.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2013


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

		—		305		3,105			—			3,410

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

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

The Greenbrier Companies, Inc.

Consolidating Statement of Comprehensive Income (Loss)

For the three months ended November 30, 2012


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

		—		409			2,409			—			2,818

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

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

Condensed Consolidating Statement of Cash Flows

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2013

(In thousands, unaudited)


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

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

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

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

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

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

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

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

The Greenbrier Companies, Inc.

Condensed Consolidating Statement of Cash Flows

For the three months ended November 30, 2012


	Parent			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Net earnings (loss)	$	10,427		$	13,830		$	3,243		$	(14,939	)	$	12,561
Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		2,481			(1,656	)		(736	)		851			940
Depreciation and amortization		576			7,922			2,448			(23	)		10,923
Gain on sales of leased equipment		—			(1,044	)		—			(364	)		(1,408	)
Accretion of debt discount		849			—			—			—			849
Stock based compensation		1,886			—			—			—			1,886
Other		—			98			1			(1,804	)		(1,705	)
Decrease (increase) in assets:
Accounts receivable		915			(18,193	)		1,676			87			(15,515	)
Inventories		—			(39,095	)		(2,384	)		14			(41,465	)
Leased railcars for syndication		—			45,243			—			(1,742	)		43,501
Other		212			(141	)		3,318			(2,444	)		945
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities		(27,865	)		(24,450	)		4,277			2			(48,036	)
Deferred revenue		(39	)		11,506			(430	)		2			11,039

Net cash provided by (used in) operating activities		(10,558	)		(5,980	)		11,413			(20,360	)		(25,485	)

Cash flows from investing activities:
Proceeds from sales of equipment		—			10,086			—			—			10,086
Investment in and net advances to unconsolidated affiliates		(20,413	)		(85	)		(160	)		20,498			(160	)
Intercompany advances		4			—			—			(4	)		—
Decrease (increase) in restricted cash		—			57			(1,102	)		—			(1,045	)
Capital expenditures		(49	)		(16,676	)		(8,278	)		(138	)		(25,141	)

Net cash provided by (used in) investing activities		(20,458	)		(6,618	)		(9,540	)		20,356			(16,260	)

Cash flows from financing activities:
Net changes in revolving notes with maturities of 90 days or less		41,750			—			(13,815	)		—			27,935
Proceeds from revolving notes with maturities longer than 90 days		—			—			9,195			—			9,195
Repayment of revolving notes with maturities longer than 90 days		—			—			(8,941	)		—			(8,941	)
Intercompany advances		(11,688	)		12,944			(1,260	)		4			—
Repayments of notes payable		—			(1,028	)		(202	)		—			(1,230	)
Investment by joint venture partner		—			—			1,182			—			1,182
Excess tax benefit from restricted stock awards		217			—			—			—			217

Net cash provided by (used in) financing activities		30,279			11,916			(13,841	)		4			28,358

Effect of exchange rate changes		—			402			698			—			1,100
Decrease in cash and cash equivalents		(737	)		(280	)		(11,270	)		—			(12,287	)
Cash and cash equivalents
Beginning of period		34,323			294			18,954			—			53,571

End of period	$	33,586		$	14		$	7,684		$	—		$	41,284

Interim Financial Statements - Additional Information (Detail) - Share Repurchase Program - 2013 - USD ($) $ in Millions	1 Months Ended		3 Months Ended
	Jan. 06, 2014	Oct. 31, 2013	Nov. 30, 2013
Equity, Class of Treasury Stock [Line Items]
Expiration date of share repurchase program		April 30, 2015
Repurchase of common stock, shares			28,610
Stock repurchase program total cost of repurchased shares			$ 0.9
Subsequent Event
Equity, Class of Treasury Stock [Line Items]
Repurchase of common stock, shares	81,794
Stock repurchase program total cost of repurchased shares	$ 2.5
Maximum
Equity, Class of Treasury Stock [Line Items]
Amount authorized for repurchase		$ 50.0

Restructuring - Additional Information (Detail) $ in Thousands	3 Months Ended
	Nov. 30, 2013 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 879

Restructuring Reserve by Type of Cost (Detail) $ in Thousands	3 Months Ended
	Nov. 30, 2013 USD ($)
Restructuring Cost and Reserve [Line Items]
Accrual at Beginning of Period	$ 1,708
Charged to Expense	879
Paid or Settled	2,082
Accrual at end of Period	505
Employee termination costs
Restructuring Cost and Reserve [Line Items]
Accrual at Beginning of Period	1,409
Charged to Expense	843
Paid or Settled	1,952
Accrual at end of Period	300
Other costs
Restructuring Cost and Reserve [Line Items]
Accrual at Beginning of Period	299
Charged to Expense	36
Paid or Settled	130
Accrual at end of Period	$ 205

Components of Inventories (Detail) - USD ($) $ in Thousands	Nov. 30, 2013	Aug. 31, 2013
Inventory [Line Items]
Manufacturing supplies and raw materials	$ 203,165	$ 217,182
Work-in-process	51,087	48,990
Finished goods	78,924	54,839
Excess and obsolete adjustment	(4,941)	(4,228)
Inventories	$ 328,235	$ 316,783

Identifiable Intangible and Other Assets (Detail) - USD ($) $ in Thousands	Nov. 30, 2013	Aug. 31, 2013
Intangible Assets by Major Class [Line Items]
Finite-Lived Intangible Assets, Net	$ 38,504	$ 40,129
Intangible assets not subject to amortization	912	912
Investment in unconsolidated affiliates	11,985	10,739
Prepaid and other assets	8,691	10,601
Nonqualified savings plan investments	8,202	7,687
Debt issuance costs, net	7,258	7,802
Assets held for sale	503	1,101
Total intangible and other assets	76,055	78,971
Customer Relationships
Intangible Assets by Major Class [Line Items]
Finite lived intangible assets gross	66,288	66,288
Accumulated amortization	(28,551)	(26,964)
Other Intangible Assets
Intangible Assets by Major Class [Line Items]
Finite lived intangible assets gross	5,046	4,967
Accumulated amortization	$ (4,279)	$ (4,162)

Intangibles and Other Assets, Net - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Schedule of Intangible Assets Disclosure [Line Items]
Amortization expense	$ 1.7	$ 1.3
Future amortization expense, 2014	4.5
Future amortization expense, 2015	3.8
Future amortization expense, 2016	3.8
Future amortization expense, 2017	3.7
Future amortization expense, 2018	$ 3.4

Revolving Notes - Additional Information (Detail) $ in Millions	3 Months Ended
	Nov. 30, 2013 USD ($) CreditFacility Facility	Aug. 31, 2013 USD ($)
Line of Credit Facility [Line Items]
Letter of credit facility outstanding amount	$ 6.2
North American Revolving Credit Facility
Line of Credit Facility [Line Items]
Letter of credit facility outstanding amount	6.2	$ 6.8
Mexican Joint Venture Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility outstanding amount	$ 38.8	$ 48.2
Senior Secured Credit Facility Revolving Line Of Credit
Line of Credit Facility [Line Items]
Number of senior secured credit facilities \| CreditFacility	3
Line of credit facility maximum capacity	$ 359.8
Senior Secured Credit Facility Revolving Line Of Credit \| North American Revolving Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 290.0
Line of credit maturity date	2016-06
LIBOR plus rate	2.25%
Prime plus rate	1.25%
Senior Secured Credit Facility Revolving Line Of Credit \| European Credit Facilities
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 19.8
Senior Secured Credit Facility Revolving Line Of Credit \| European Credit Facilities \| Minimum
Line of Credit Facility [Line Items]
Line of credit maturity date	2014-12
Variable rate above WIBOR rate	1.30%
Senior Secured Credit Facility Revolving Line Of Credit \| European Credit Facilities \| Maximum
Line of Credit Facility [Line Items]
Line of credit maturity date	2015-06
Variable rate above WIBOR rate	1.50%
Senior Secured Credit Facility Revolving Line Of Credit \| Mexican Joint Venture Credit Facility
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 50.0
Number of lines of credits \| Facility	2
Senior Secured Credit Facility Revolving Line Of Credit \| Mexican Joint Venture Credit Facility \| First Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 20.0
Interest on borrowings above LIBOR rate	2.50%
Senior Secured Credit Facility Revolving Line Of Credit \| Mexican Joint Venture Credit Facility \| Second Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility maximum capacity	$ 30.0
Line of credit maturity date	2015-02
Interest on borrowings above LIBOR rate	2.00%
Senior Secured Credit Facility Revolving Line Of Credit \| Mexican Joint Venture Credit Facility \| Minimum \| First Line of Credit
Line of Credit Facility [Line Items]
Line of credit maturity date	2013-12
Line of credit facility borrowings outstanding due period	2014-01
Senior Secured Credit Facility Revolving Line Of Credit \| Mexican Joint Venture Credit Facility \| Maximum \| First Line of Credit
Line of Credit Facility [Line Items]
Line of credit facility borrowings outstanding due period	2014-05

Accounts Payable and Accrued Liabilities (Detail) - USD ($) $ in Thousands	Nov. 30, 2013	Aug. 31, 2013	Nov. 30, 2012	Aug. 31, 2012
Accounts Payable and Accrued Liabilities [Line Items]
Trade payables	$ 161,845	$ 163,490
Other accrued liabilities	58,809	70,691
Accrued payroll and related liabilities	40,163	42,047
Accrued maintenance	12,480	11,420
Accrued warranty	11,479	12,128	$ 10,102	$ 9,221
Income taxes payable	4,041	13,094
Other	4,224	3,068
Accounts payable and accrued liabilities	$ 293,041	$ 315,938

Warranty Accruals Activity (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Product Liability Contingency [Line Items]
Balance at beginning of period	$ 12,128	$ 9,221
Charged to cost of revenue, net	622	1,585
Payments	(1,472)	(801)
Currency translation effect	201	97
Balance at end of period	$ 11,479	$ 10,102

Components of Accumulated Other Comprehensive Loss, Net of Tax (Detail) $ in Thousands	3 Months Ended
	Nov. 30, 2013 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ (6,504)
Other comprehensive income (loss) before reclassifications	3,232
Amounts reclassified from accumulated other comprehensive income (loss)	137
Ending balance	(3,135)
Unrealized Income (Loss) on Derivative Financial Instruments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(1,053)
Other comprehensive income (loss) before reclassifications	762
Amounts reclassified from accumulated other comprehensive income (loss)	137
Ending balance	(154)
Foreign Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(4,923)
Other comprehensive income (loss) before reclassifications	2,471
Ending balance	(2,452)
Other
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(528)
Other comprehensive income (loss) before reclassifications	(1)
Ending balance	$ (529)

Earnings Per Share Disclosure [Line Items]

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References + Details

Amounts Reclassified from Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Revenue	$ 490,355	$ 415,374
Interest and foreign exchange	(4,744)	(5,900)
Total before tax	33,478	17,187
Tax expense	(10,522)	(4,586)
Net of tax	22,956	$ 12,601
Unrealized Losses on Derivative Financial Instruments \| Reclassification out of Accumulated Other Comprehensive Income
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total before tax	269
Tax expense	(132)
Net of tax	137
Unrealized Losses on Derivative Financial Instruments \| Reclassification out of Accumulated Other Comprehensive Income \| Foreign exchange contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Revenue	(150)
Unrealized Losses on Derivative Financial Instruments \| Reclassification out of Accumulated Other Comprehensive Income \| Interest rate swap contracts
Accumulated Other Comprehensive Income (Loss) [Line Items]
Interest and foreign exchange	$ 419

Reconciliation of Basic and Diluted Earnings Per Common Share (Detail) - shares
shares in Thousands

3 Months Ended

Nov. 30, 2013

Nov. 30, 2012

Weighted average basic common shares outstanding

^[1]

28,417

27,144

Dilutive effect of warrants

802

Dilutive effect of convertible notes

^[2]

6,045

Weighted average diluted common shares outstanding

34,462

33,991

[1]	Restricted stock grants and restricted stock units, including some grants subject to certain performance criteria, are included in weighted average basic common shares outstanding when the Company is in a net earnings position.
[2]	The dilutive effect of the 2018 Convertible notes are included as they were considered dilutive under the "if converted" method as further discussed below. The dilutive effect of the 2026 Convertible notes was excluded from the share calculations as the stock price for each period presented was less than the initial conversion price of $48.05 and therefore considered anti-dilutive.

Reconciliation of Basic and Diluted Earnings Per Common Share (Parenthetical) (Detail)	Nov. 30, 2013 $ / shares
2026 Senior Notes
Earnings Per Share Disclosure [Line Items]
Convertible notes initial conversion rate, per share	$ 48.05

Earnings Per Share - Additional Information (Detail)	Nov. 30, 2013 $ / shares
2026 Senior Notes
Computation Of Earnings Per Share Line Items
Convertible notes initial conversion rate, per share	$ 48.05

Approach to Calculate Diluted Earning Per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands

3 Months Ended

Nov. 30, 2013

Nov. 30, 2012

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Net earnings attributable to Greenbrier

$ 15,388

$ 10,427

Weighted average diluted common shares outstanding

34,462

33,991

Diluted earnings per share

^[1]

$ 0.49

$ 0.35

2018 Senior Notes

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Interest and debt issuance costs on the 2018 Convertible notes, net of tax

$ 1,416

$ 1,430

Earnings before interest and debt issuance costs on convertible notes

$ 16,804

$ 11,857

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

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-URI http://asc.fasb.org/extlink&oid=31042434&loc=d3e3602-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.19)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.18)
-URI http://asc.fasb.org/extlink&oid=26872669&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 225
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04.22)
-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Other Comprehensive Income
-URI http://asc.fasb.org/extlink&oid=6519514

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=28358780&loc=d3e565-108580

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 19
-Article 5

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 20
-Article 9

Nonqualified savings plan investments

Stock Based Compensation - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Restricted Stock And Restricted Stock Unit
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock compensation expense	$ 1.4	$ 1.9

Derivative Instruments - Additional Information (Detail) $ in Millions	3 Months Ended
	Nov. 30, 2013 USD ($)
Derivative [Line Items]
Unrealized Pre-tax gain (loss) that would be reclassified to interest expense in the next 12 months	$ 0.8
Interest Rate Swap
Derivative [Line Items]
Aggregate derivative notional amount	41.2
Unrealized pre-tax gain (loss)	$ 0.8
Maturity date	2014-03
Foreign Currency Forward Exchange Contracts
Derivative [Line Items]
Aggregate derivative notional amount	$ 58.1
Unrealized pre-tax gain (loss)	$ 0.4

Fair Values of Derivative Instruments (Detail) - USD ($) $ in Thousands	Nov. 30, 2013	Aug. 31, 2013
Designated as Hedging Instrument
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 770	$ 819
Designated as Hedging Instrument \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	972	1,592
Designated as Hedging Instrument \| Foreign Currency Forward Exchange Contracts \| Accounts Receivable
Derivatives, Fair Value [Line Items]
Asset Derivatives	770	819
Designated as Hedging Instrument \| Foreign Currency Forward Exchange Contracts \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	143	342
Designated as Hedging Instrument \| Interest Rate Swap \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives	829	1,250
Not Designated as Hedging Instrument \| Foreign Currency Forward Exchange Contracts \| Accounts Receivable
Derivatives, Fair Value [Line Items]
Asset Derivatives	$ 365	223
Not Designated as Hedging Instrument \| Foreign Currency Forward Exchange Contracts \| Accounts Payable and Accrued Liabilities
Derivatives, Fair Value [Line Items]
Liability Derivatives		$ 40

Effect of Derivative Instruments on Statement of Income (Detail) - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	$ 956	$ 1,481
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(269)	660
Gain Recognized on Derivative (Ineffective portion and Amount Excluded from Effectiveness Testing)	170	896
Foreign Exchange Forward \| Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain recognized in income on derivative	74	155
Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	955	1,509
Foreign Exchange \| Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain Recognized on Derivative (Ineffective portion and Amount Excluded from Effectiveness Testing)	170	896
Foreign Exchange \| Sales Revenue, Services, Net
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	150	1,080
Interest Rate Swap Contract
Derivative Instruments, Gain (Loss) [Line Items]
Gain (loss) recognized in OCI on derivatives (effective portion)	1	(28)
Interest Rate Swap Contract \| Interest and Foreign Exchange
Derivative Instruments, Gain (Loss) [Line Items]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (419)	$ (420)

Segment Information - Additional Information (Detail)	3 Months Ended
Segment Information - Additional Information (Detail)	Nov. 30, 2013 Segment
Segment Reporting Disclosure [Line Items]
Number of reportable segments	3

Segments Internal Financial Reports (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012	Aug. 31, 2013
Segment Reporting Information [Line Items]
Revenues	$ 490,355	$ 415,374
Earnings (loss) from operations	38,222	23,087
Assets	1,282,578		$ 1,289,741
External Customers
Segment Reporting Information [Line Items]
Revenues	490,355	415,374
Earnings (loss) from operations	38,222	23,087
Manufacturing
Segment Reporting Information [Line Items]
Revenues	359,473	292,317
Earnings (loss) from operations	38,314	15,457
Assets	461,096		401,630
Manufacturing \| External Customers
Segment Reporting Information [Line Items]
Revenues	359,473	285,368
Earnings (loss) from operations	38,314	15,502
Manufacturing \| Inter Segment
Segment Reporting Information [Line Items]
Revenues		6,949
Earnings (loss) from operations		(45)
Wheels, Repair & Parts
Segment Reporting Information [Line Items]
Revenues	115,054	117,486
Earnings (loss) from operations	(343)	6,074
Assets	304,249		318,483
Wheels, Repair & Parts \| External Customers
Segment Reporting Information [Line Items]
Revenues	113,401	112,100
Earnings (loss) from operations	(374)	6,137
Wheels, Repair & Parts \| Inter Segment
Segment Reporting Information [Line Items]
Revenues	1,653	5,386
Earnings (loss) from operations	31	(63)
Leasing & Services
Segment Reporting Information [Line Items]
Revenues	20,350	22,298
Earnings (loss) from operations	11,539	13,093
Assets	427,023		463,381
Leasing & Services \| External Customers
Segment Reporting Information [Line Items]
Revenues	17,481	17,906
Earnings (loss) from operations	8,670	8,701
Leasing & Services \| Inter Segment
Segment Reporting Information [Line Items]
Revenues	2,869	4,392
Earnings (loss) from operations	2,869	4,392
Unallocated Amount to Segment
Segment Reporting Information [Line Items]
Assets	90,210		$ 106,247
Intersegment Elimination
Segment Reporting Information [Line Items]
Revenues	(4,522)	(16,727)
Earnings (loss) from operations	(2,900)	(4,284)
Intersegment Elimination \| Inter Segment
Segment Reporting Information [Line Items]
Revenues	(4,522)	(16,727)
Earnings (loss) from operations	(2,900)	(4,284)
Corporate Segment
Segment Reporting Information [Line Items]
Earnings (loss) from operations	(8,388)	(7,253)
Corporate Segment \| External Customers
Segment Reporting Information [Line Items]
Earnings (loss) from operations	$ (8,388)	$ (7,253)

Commitments and Contingencies - Additional Information (Detail) $ in Millions	3 Months Ended
	Nov. 30, 2013 USD ($)
Commitments and Contingencies Disclosure [Line Items]
Remedial investigation and feasibility study	$ 100.0
Remedial investigation and feasibility study, period	13 years
Bank and third party warranty guarantee facilities	$ 2.7
Outstanding letters of credit	6.2
Mexican Joint Venture Credit Facility
Commitments and Contingencies Disclosure [Line Items]
Debt outstanding	40.8
Guarantee obligations	$ 32.9
Minimum
Commitments and Contingencies Disclosure [Line Items]
Period for remedial action	2 years
Maximum
Commitments and Contingencies Disclosure [Line Items]
Period for remedial action	28 years
Additional Investigation Year
Commitments and Contingencies Disclosure [Line Items]
Remedial investigation and feasibility study, period	1 year
Portland Harbor Site \| Minimum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses	$ 169.0
Portland Harbor Site \| Maximum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses	1,800.0
Area Of Willamette River Adjacent to the Company's Portland, Oregon Manufacturing Facility \| Minimum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses	9.0
Area Of Willamette River Adjacent to the Company's Portland, Oregon Manufacturing Facility \| Maximum
Commitments and Contingencies Disclosure [Line Items]
Cleanup expenses	$ 163.0

Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($)
$ in Thousands

Nov. 30, 2013

Aug. 31, 2013

Assets:

$ 8,202

$ 7,687

Fair Value, Measurements, Recurring

Assets:

Nonqualified savings plan investments

1,135

1,042

8,202

7,687

Cash equivalents

1,005

1,004

Assets, Fair Value Disclosure, Total

10,342

9,733

Liabilities:

Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring

972

1,632

Assets:

Nonqualified savings plan investments

8,202

7,687

Cash equivalents

1,005

1,004

Assets, Fair Value Disclosure, Total

9,207

8,691

Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring

Assets:

Assets, Fair Value Disclosure, Total

1,135

^[1]

1,042

1,135

^[1]

1,042

Liabilities:

Condensed Consolidating Statement of Other Comprehensive Income (Loss) [Line Items]

$ 972

^[1]

$ 1,632

[1]	Level 2 assets and liabilities include derivative financial instruments which are valued based on observable inputs. See Note 11 Derivative Instruments for further discussion.

Variable Interest Entities - Additional Information (Detail) $ in Millions	1 Months Ended	9 Months Ended
	Mar. 31, 2012	May 31, 2013	Nov. 30, 2013 USD ($) Vehicle	Aug. 31, 2013 USD ($)
Variable Interest Entity [Line Items]
Ownership interest in VIE	1.00%
Third party Ownership interest	99.00%
Value of railcars			$ 39.2	$ 99.6
Number of railcars sold \| Vehicle			468
Intangible and other assets
Variable Interest Entity [Line Items]
Carrying amounts			$ 1.0
May 2013 Agreement
Variable Interest Entity [Line Items]
Ownership interest in VIE		8.00%
Third party Ownership interest		92.00%
Value of railcars			$ 16.0
Number of railcars sold \| Vehicle			204
May 2013 Agreement \| Intangible and other assets
Variable Interest Entity [Line Items]
Carrying amounts			$ 3.1

Guarantor/Non-Guarantor - Additional Information (Detail)	3 Months Ended
	Nov. 30, 2013
Guarantor Obligations [Line Items]
Percentage of ownership in subsidiaries	100.00%

Condensed Consolidating Balance Sheet (Detail) - USD ($) $ in Thousands	Nov. 30, 2013	Aug. 31, 2013	Nov. 30, 2012	Aug. 31, 2012
Assets
Cash and cash equivalents	$ 81,226	$ 97,435	$ 41,284	$ 53,571
Restricted cash	8,975	8,807
Accounts receivable, net	174,745	154,848
Inventories	328,235	316,783
Leased railcars for syndication	61,282	68,480
Equipment on operating leases, net	293,291	305,468
Property, plant and equipment, net	201,353	201,533
Goodwill	57,416	57,416
Intangibles and other assets, net	76,055	78,971
Total assets	1,282,578	1,289,741
Liabilities and Equity
Revolving notes	38,805	48,209
Accounts payable and accrued liabilities	293,041	315,938
Deferred income taxes	86,501	86,040
Deferred revenue	8,706	8,838
Notes payable	372,666	373,889
Total equity - Greenbrier	447,599	428,202
Noncontrolling interest	35,260	28,625
Total equity	482,859	456,827	470,504	453,645
Liabilities and Equity	1,282,578	1,289,741
Parent
Assets
Cash and cash equivalents	46,462	63,173	33,586	34,323
Accounts receivable, net	653	37,623
Property, plant and equipment, net	4,469	2,112
Intangibles and other assets, net	743,318	716,029
Total assets	794,902	818,937
Liabilities and Equity
Accounts payable and accrued liabilities	90,196	137,631
Deferred income taxes	12,135	8,093
Deferred revenue	116	155
Notes payable	244,856	244,856
Total equity - Greenbrier	447,599	428,202
Total equity	447,599	428,202
Liabilities and Equity	794,902	818,937
Combined Guarantor Subsidiaries
Assets
Cash and cash equivalents	71	25	14	294
Restricted cash	2,074	1,907
Accounts receivable, net	125,992	217,268
Inventories	152,244	151,023
Leased railcars for syndication	61,796	68,827
Equipment on operating leases, net	291,892	304,234
Property, plant and equipment, net	99,932	103,315
Goodwill	57,416	57,416
Intangibles and other assets, net	114,966	118,541
Total assets	906,383	1,022,556
Liabilities and Equity
Accounts payable and accrued liabilities	51,215	178,662
Deferred income taxes	83,674	86,610
Deferred revenue	8,201	8,546
Notes payable	125,842	126,863
Total equity - Greenbrier	637,451	621,875
Total equity	637,451	621,875
Liabilities and Equity	906,383	1,022,556
Combined Non-Guarantor Subsidiaries
Assets
Cash and cash equivalents	34,693	34,237	$ 7,684	$ 18,954
Restricted cash	6,901	6,900
Accounts receivable, net	47,978	54,412
Inventories	176,094	165,855
Equipment on operating leases, net	3,815	3,809
Property, plant and equipment, net	96,952	96,106
Intangibles and other assets, net	15,116	13,515
Total assets	381,549	374,834
Liabilities and Equity
Revolving notes	38,805	48,209
Accounts payable and accrued liabilities	151,630	154,096
Deferred revenue	345	98
Notes payable	1,968	2,170
Total equity - Greenbrier	154,366	141,945
Noncontrolling interest	34,435	28,316
Total equity	188,801	170,261
Liabilities and Equity	381,549	374,834
Eliminations
Assets
Accounts receivable, net	122	(154,455)
Inventories	(103)	(95)
Leased railcars for syndication	(514)	(347)
Equipment on operating leases, net	(2,416)	(2,575)
Intangibles and other assets, net	(797,345)	(769,114)
Total assets	(800,256)	(926,586)
Liabilities and Equity
Accounts payable and accrued liabilities		(154,451)
Deferred income taxes	(9,308)	(8,663)
Deferred revenue	44	39
Total equity - Greenbrier	(791,817)	(763,820)
Noncontrolling interest	825	309
Total equity	(790,992)	(763,511)
Liabilities and Equity	$ (800,256)	$ (926,586)

Condensed Consolidating Statement of Income (Detail) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2013	Nov. 30, 2012
Revenue
Manufacturing	$ 359,473	$ 285,368
Wheel Services, Refurbishment & Parts	113,401	112,100
Leasing & Services	17,481	17,906
Revenue	490,355	415,374
Cost of revenue
Manufacturing	311,440	258,492
Wheels Services, Refurbishment & Parts	107,975	101,476
Leasing & Services	9,381	7,627
Cost of revenue	428,796	367,595
Margin	61,559	47,779
Selling and administrative	26,109	26,100
Gain on disposition of equipment	(3,651)	(1,408)
Restructuring charges	879
Earnings (loss) from operations	38,222	23,087
Other costs
Interest and foreign exchange	4,744	5,900
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	33,478	17,187
Income tax (expense) benefit	(10,522)	(4,586)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	22,956	12,601
Earnings (loss) from unconsolidated affiliates	41	(40)
Net earnings (loss)	22,997	12,561
Net (earnings) loss attributable to noncontrolling interest	(7,609)	(2,134)
Net earnings (loss) attributable to Greenbrier	15,388	10,427
Parent
Revenue
Leasing & Services	390	91
Revenue	390	91
Cost of revenue
Margin	390	91
Selling and administrative	8,600	9,786
Earnings (loss) from operations	(8,210)	(9,695)
Other costs
Interest and foreign exchange	2,934	3,616
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	(11,144)	(13,311)
Income tax (expense) benefit	3,154	5,769
Earnings (loss) before earnings (loss) from unconsolidated affiliates	(7,990)	(7,542)
Earnings (loss) from unconsolidated affiliates	23,378	17,969
Net earnings (loss)	15,388	10,427
Net earnings (loss) attributable to Greenbrier	15,388	10,427
Combined Guarantor Subsidiaries
Revenue
Manufacturing	186,004	133,511
Wheel Services, Refurbishment & Parts	114,721	116,224
Leasing & Services	16,935	17,823
Revenue	317,660	267,558
Cost of revenue
Manufacturing	167,537	124,385
Wheels Services, Refurbishment & Parts	109,287	105,659
Leasing & Services	9,402	7,650
Cost of revenue	286,226	237,694
Margin	31,434	29,864
Selling and administrative	9,213	8,131
Gain on disposition of equipment	(3,174)	(1,044)
Restructuring charges	879
Earnings (loss) from operations	24,516	22,777
Other costs
Interest and foreign exchange	804	902
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	23,712	21,875
Income tax (expense) benefit	(9,453)	(8,081)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	14,259	13,794
Earnings (loss) from unconsolidated affiliates	802	36
Net earnings (loss)	15,061	13,830
Net earnings (loss) attributable to Greenbrier	15,061	13,830
Combined Non-Guarantor Subsidiaries
Revenue
Manufacturing	312,311	229,508
Revenue	312,311	229,508
Cost of revenue
Manufacturing	282,523	215,170
Cost of revenue	282,523	215,170
Margin	29,788	14,338
Selling and administrative	8,147	8,183
Gain on disposition of equipment	(343)
Earnings (loss) from operations	21,984	6,155
Other costs
Interest and foreign exchange	1,006	1,498
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	20,978	4,657
Income tax (expense) benefit	(4,251)	(1,423)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	16,727	3,234
Earnings (loss) from unconsolidated affiliates	32	9
Net earnings (loss)	16,759	3,243
Net (earnings) loss attributable to noncontrolling interest	(7,263)	(535)
Net earnings (loss) attributable to Greenbrier	9,496	2,708
Eliminations
Revenue
Manufacturing	(138,842)	(77,651)
Wheel Services, Refurbishment & Parts	(1,320)	(4,124)
Leasing & Services	156	(8)
Revenue	(140,006)	(81,783)
Cost of revenue
Manufacturing	(138,620)	(81,063)
Wheels Services, Refurbishment & Parts	(1,312)	(4,183)
Leasing & Services	(21)	(23)
Cost of revenue	(139,953)	(85,269)
Margin	(53)	3,486
Selling and administrative	149
Gain on disposition of equipment	(134)	(364)
Earnings (loss) from operations	(68)	3,850
Other costs
Interest and foreign exchange		(116)
Earnings (loss) before income taxes and earnings (loss) from unconsolidated affiliates	(68)	3,966
Income tax (expense) benefit	28	(851)
Earnings (loss) before earnings (loss) from unconsolidated affiliates	(40)	3,115
Earnings (loss) from unconsolidated affiliates	(24,171)	(18,054)
Net earnings (loss)	(24,211)	(14,939)
Net (earnings) loss attributable to noncontrolling interest	(346)	(1,599)
Net earnings (loss) attributable to Greenbrier	$ (24,557)	$ (16,538)

Consolidating Statement of Comprehensive Income (Loss) (Detail) - USD ($)
$ in Thousands

3 Months Ended

Nov. 30, 2013

Nov. 30, 2012

$ 22,997

$ 12,561

Reclassification of derivative financial instruments recognized in net earnings (loss)

2,512

2,135

^[1]

137

(616)

Unrealized gain on derivative financial instruments

^[2]

762

1,299

Other (net of tax effect)

(1)

3,410

2,818

Comprehensive (income) loss attributable to noncontrolling interest

26,407

15,379

(7,650)

(2,179)

Comprehensive income (loss) attributable to Greenbrier

18,757

13,200

Parent

Condensed Consolidating Statement of Other Comprehensive Income (Loss) [Line Items]

15,388

10,427

Comprehensive income (loss) attributable to Greenbrier

15,388

10,427

15,388

10,427

Combined Guarantor Subsidiaries

Condensed Consolidating Statement of Other Comprehensive Income (Loss) [Line Items]

15,061

13,830

Reclassification of derivative financial instruments recognized in net earnings (loss)

167

259

Unrealized gain on derivative financial instruments

(17)

305

409

Comprehensive income (loss) attributable to Greenbrier

15,366

14,239

15,366

14,239

Combined Non-Guarantor Subsidiaries

Condensed Consolidating Statement of Other Comprehensive Income (Loss) [Line Items]

16,759

3,243

Reclassification of derivative financial instruments recognized in net earnings (loss)

2,467

1,968

(122)

(875)

Unrealized gain on derivative financial instruments

761

1,316

Other (net of tax effect)

(1)

3,105

2,409

Comprehensive (income) loss attributable to noncontrolling interest

19,864

5,652

(7,304)

(580)

Comprehensive income (loss) attributable to Greenbrier

12,560

5,072

Eliminations

Condensed Consolidating Statement of Other Comprehensive Income (Loss) [Line Items]

(24,211)

(14,939)