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 February 28,				Six Months Ended February 28,
(In thousands)	2018		2017		2018		2017
Weighted average basic common shares outstanding ⁽¹⁾		29,355		29,130		29,343		29,113
Dilutive effect of 2018 Convertible notes ⁽²⁾		3,349		3,287		3,340		3,276
Dilutive effect of 2024 Convertible notes ⁽³⁾		—		—		—		—
Dilutive effect of performance based restricted stock units ⁽⁴⁾		7		10		20		34

Weighted average diluted common shares outstanding		32,711		32,427		32,703		32,423

(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 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 three and six months ended February 28, 2018 and 2017 as the average stock price was less than the applicable conversion price and therefore was considered anti-dilutive.

(4)

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 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 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.


	Three Months Ended February 28,				Six Months Ended February 28,
	2018		2017		2018		2017
Net earnings attributable to Greenbrier	$	61,642	$	34,536	$	87,895	$	59,498
Add back:
Interest and debt issuance costs on the 2018 Convertible notes, net of tax		843		733		1,686		1,466

Earnings before interest and debt issuance costs on convertible notes	$	62,485	$	35,269	$	89,581	$	60,964

Weighted average diluted common shares outstanding		32,711		32,427		32,703		32,423
Diluted earnings per share ⁽¹⁾	$	1.91	$	1.09	$	2.74	$	1.88

(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