Note 16 - Earnings Per Share

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


	Years ended August 31,
(In thousands)	2017		2016		2015
Weighted average basic common shares outstanding ⁽¹⁾		29,225		29,156		28,151
Dilutive effect of 2018 Convertible notes ⁽²⁾		3,295		3,214		5,130
Dilutive effect of 2024 Convertible notes ⁽³⁾		–		n/a		n/a
Dilutive effect of 2026 Convertible notes ⁽⁴⁾		n/a		–		2
Dilutive effect of performance based restricted stock units ⁽⁵⁾		42		98		45

Weighted average diluted common shares outstanding		32,562		32,468		33,328

(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. No restricted stock and restricted stock units were anti-dilutive for the years ended August 31, 2017, 2016 and 2015.

(2)

The dilutive effect of the 2018 Convertible notes was included as they were considered dilutive under the “if converted” method as further discussed below.

(3)

The 2024 Convertible notes were issued in February 2017. The dilutive effect of the 2024 Convertible notes was excluded for the year ended August 31, 2017 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.

(4)

The 2026 Convertible notes were retired in August 2016. The effect of the 2026 Convertible notes was excluded for the year ended August 31, 2016 as the average stock price was less than the applicable conversion price and therefore the notes were considered anti-dilutive. The dilutive effect of the 2026 Convertible notes was included for the year ended August 31, 2015 as the average stock price was greater than the applicable conversion price, as further described below.

(5)

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

Diluted EPS is calculated using the more dilutive of two approaches. The first approach includes the dilutive effect, using the treasury stock method, associated with shares underlying the 2024 Convertible notes and 2026 Convertible notes and performance based restricted stock units subject to performance criteria, for which actual levels of performance above target have been achieved. The second approach supplements the first by including the “if converted” effect of the 2018 Convertible notes. 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 2024 Convertible notes and 2026 Convertible notes are included in the calculation of both approaches using the treasury stock method when the average stock price is greater than the applicable conversion price.


	Years ended August 31,
	2017		2016		2015
Net earnings attributable to Greenbrier	$	116,067	$	183,213	$	192,832
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		2,932		2,695		4,818

Earnings before interest and debt issuance costs on convertible notes	$	118,999	$	185,908	$	197,650

Weighted average diluted common shares outstanding		32,562		32,468		33,328
Diluted earnings per share ⁽¹⁾	$	3.65	$	5.73	$	5.93

(1)

Diluted earnings per share was calculated as follows:

Earnings

before interest and debt issuance costs on convertible notes

Weighted

average diluted common shares outstanding