Earnings Per Share

9 Months Ended

May 31, 2024

Note 11 – Earnings Per Share

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


	Three months ended May 31,				Nine months ended May 31,
(In thousands)	2024		2023		2024		2023
Weighted average basic common shares outstanding		31,131		31,757		31,091		32,346
Dilutive effect of 2.875% convertible notes due 2024 (1)		—		822		461		—
Dilutive effect of 2.875% convertible notes due 2028 (2)		—		—		—		—
Dilutive effect of restricted stock units (3)		890		992		904		998
Weighted average diluted common shares outstanding		32,021		33,571		32,456		33,344

(1) The dilutive effect of the 2.875% Convertible notes due 2024 was excluded for the nine months ended May 31, 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 nine months ended May 31, 2024 and May 31, 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 nine months ended May 31, 2024 and May 31, 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 May 31,					Nine months ended May 31,
(in millions, except number of shares which are reflected in thousands, and per share amounts)	2024		2023			2024			2023
Net earnings attributable to Greenbrier	$	33.9	$	21.3		$	98.5		$	37.7
Weighted average basic common shares outstanding		31,131		31,757			31,091			32,346
Basic earnings per share	$	1.09	$	0.67		$	3.17		$	1.17

Net earnings attributable to Greenbrier	$	33.9	$	21.3		$	98.5		$	37.7
Add back:
Interest and debt issuance costs on the 2.875% convertible notes due 2024, net of tax	n/a			0.3			0.5		n/a
Earnings before interest and debt issuance costs on the 2.875% convertible notes due 2024	n/a		$	21.6		$	99.0		n/a
Weighted average diluted common shares outstanding		32,021		33,571			32,456			33,344
Diluted earnings per share	$	1.06	$	0.64	(1)	$	3.05	(1)	$	1.13

(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