Earnings Per Share

6 Months Ended

Feb. 29, 2024

Note 10 – Earnings Per Share

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


	Three Months Ended				Six Months Ended
(In thousands)	February 29, 2024		February 28, 2023		February 29, 2024		February 28, 2023
Weighted average basic common shares outstanding		31,117		32,588		31,071		32,654
Dilutive effect of 2.875% convertible notes due 2024 (1)		563		821		694		—
Dilutive effect of 2.875% convertible notes due 2028 (2)		—		—		—		—
Dilutive effect of restricted stock units (3)		890		991		911		1,000
Weighted average diluted common shares outstanding		32,570		34,400		32,676		33,654

(1) The dilutive effect of the 2.875% Convertible notes due 2024 was excluded for the six months ended February 28, 2023 as they were considered anti-dilutive under the “if converted” method as further discussed below. These notes were retired on February 1, 2024.

(2) The dilutive effect of the 2.875% Convertible notes due 2028 was excluded for the three and six months ended February 29, 2024 and February 28, 2023 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive. As these notes require cash settlement for the principal, only a premium is potentially dilutive under the "if converted" method as further discussed below.

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

Basic earnings per common share (EPS) is computed by dividing Net earnings attributable to Greenbrier by weighted average basic common shares outstanding.

For the three and six months ended February 29, 2024 and February 28, 2023, diluted EPS was calculated using the more dilutive of two methods. The first method includes the dilutive effect, using the treasury stock method, associated with restricted stock units and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. The second method supplements the first by also including the “if converted” effect of the 2.875% Convertible notes due 2024 during the periods in which they were outstanding and shares underlying the 2.875% Convertible notes due 2028, when there is a conversion premium. Under the “if converted” method, debt issuance and interest costs, both net of tax, associated with the convertible notes due 2024 are added back to net earnings and the share count is increased by the shares underlying the convertible notes.


	Three Months Ended						Six Months Ended
(in millions, except number of shares which are reflected in thousands, and per share amounts)	February 29, 2024			February 28, 2023			February 29, 2024			February 28, 2023
Net earnings attributable to Greenbrier	$	33.4		$	33.1		$	64.6		$	16.4
Weighted average basic common shares outstanding		31,117			32,588			31,071			32,654
Basic earnings per share	$	1.08		$	1.01		$	2.08		$	0.50

Net earnings attributable to Greenbrier	$	33.4		$	33.1		$	64.6		$	16.4
Add back:
Interest and debt issuance costs on the 2.875% convertible notes due 2024, net of tax		0.2			0.3			0.5		n/a
Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024	$	33.6		$	33.4		$	65.1		n/a
Weighted average diluted common shares outstanding		32,570			34,400			32,676			33,654
Diluted earnings per share	$	1.03	(1)	$	0.97	(1)	$	1.99	(1)	$	0.49

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

Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024

Weighted average diluted common shares outstanding