Annual Reports

  • 10-K (Dec 21, 2016)
  • 10-K (Dec 21, 2015)
  • 10-K (Jan 21, 2015)
  • 10-K (Dec 23, 2013)
  • 10-K (Dec 26, 2012)
  • 10-K (Dec 16, 2011)

 
Quarterly Reports

 
8-K

 
Other

Greif Bros. 10-K 2015
Annual Report
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended October 31, 2015

or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number: 001-00566

 

 

 

LOGO

(Exact name of Registrant as specified in its charter)

 

 

 

State of Delaware   31-4388903

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

425 Winter Road, Delaware, Ohio   43015
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code 740-549-6000

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Class A Common Stock   New York Stock Exchange
Class B Common Stock   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange).    Yes  ¨    No  x

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant’s most recently completed second fiscal quarter was as follows:

Non-voting common equity (Class A Common Stock) – $998,275,979

Voting common equity (Class B Common Stock) – $262,993,353

The number of shares outstanding of each of the Registrant’s classes of common stock, as of December 16, 2015, was as follows:

Class A Common Stock – 25,693,564

Class B Common Stock – 22,119,966

Listed hereunder are the documents, portions of which are incorporated by reference, and the parts of this Form 10-K into which such portions are incorporated:

1. The Registrant’s Definitive Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held on March 1, 2016 (the “2016 Proxy Statement”), portions of which are incorporated by reference into Parts II and III of this Form 10-K. The 2016 Proxy Statement will be filed within 120 days of October 31, 2015.

 

 

 


Table of Contents

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, included in this Annual Report on Form 10-K of Greif, Inc. and subsidiaries (this “Form 10-K”) or incorporated herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations and initiatives, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-K are based on information currently available to our management. Forward-looking statements speak only as of the date the statements were made. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. For a discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those projected, see “Risk Factors” in Item 1A of this Form 10-K. The risks described in this Form 10-K are not all inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements made in this Form 10-K are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

1


Table of Contents

Index to Form 10-K Annual Report for the Year ended October 31, 2015

 

Form

10-K Item

      

Description

   Page  

Part I

  1.   

Business

     3   
    

(a) General Development of Business

     3   
    

(b) Financial Information about Segments

     3   
    

(c) Narrative Description of Business

     3   
    

(d) Financial Information about Geographic Areas

     5   
    

(e) Available Information

     5   
    

(f) Other Matters

     5   
  1A.   

Risk Factors

     5   
  1B.   

Unresolved Staff Comments

     12   
  2.   

Properties

     13   
  3.   

Legal Proceedings

     16   
  4.   

Mine Safety Disclosures

     16   

Part II

  5.   

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

     17   
  6.   

Selected Financial Data

     19   
  7.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     20   
  7A.   

Quantitative and Qualitative Disclosures about Market Risk

     41   
  8.   

Financial Statements and Supplementary Data

     44   
    

Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

     44   
    

Consolidated Balance Sheets

     45   
    

Consolidated Statements of Cash Flows

     47   
    

Consolidated Statements of Changes in Shareholders’ Equity

     48   
    

Note 1 – Basis of Presentation and Summary of Significant Accounting Policies

     49   
    

Note 2 – Acquisitions and Divestitures

     57   
    

Note 3 – Sale of Non-United States Accounts Receivable

     58   
    

Note 4 – Inventories

     59   
    

Note 5 – Assets and Liabilities Held for Sale and Disposals of Property, Plant, and Equipment, Net

     59   
    

Note 6 – Goodwill and Other Intangible Assets

     60   
    

Note 7 – Restructuring Charges

     61   
    

Note 8 – Consolidation of Variable Interest Entities

     62   
    

Note 9 – Long-Term Debt

     64   
    

Note 10 – Financial Instruments and Fair Value Measurements

     66   
    

Note 11 – Stock-Based Compensation

     68   
    

Note 12 – Income Taxes

     69   
    

Note 13 – Post Retirement Benefit Plans

     72   
    

Note 14 – Contingent Liabilities and Environmental Reserves

     79   
    

Note 15 – Earnings Per Share

     80   
    

Note 16 – Equity Earnings of Unconsolidated Affiliates, Net of Tax and Net Income Attributable to Noncontrolling Interests

     82   
    

Note 17 – Leases

     82   
    

Note 18 – Business Segment Information

     82   
    

Note 19 – Comprehensive Income

     85   
    

Note 20 – Quarterly Financial Data (Unaudited)

     85   
    

Reports of Independent Registered Public Accounting Firms

     87   
  9.   

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

     89   
  9A.   

Controls and Procedures

     89   
    

Report of Independent Registered Public Accounting Firm

     91   
  9B.   

Other Information

     92   

Part III

  10.   

Directors, Executive Officers and Corporate Governance

     92   
  11.   

Executive Compensation

     92   
  12.   

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

     92   
  13.   

Certain Relationships and Related Transactions, and Director Independence

     92   
  14.   

Principal Accountant Fees and Services

     92   

Part IV

  15.   

Exhibits and Financial Statement Schedules

     93   
    

Signatures

     101   

Schedules

    

Schedule II

     102   

Exhibits

    

Exhibits and Certifications

  

 

2


Table of Contents

PART I

ITEM  1. BUSINESS

(a) General Development of Business

We are a leading global producer of industrial packaging products and services with manufacturing facilities located in over 50 countries. We offer a comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, blending, filling, logistics, warehousing and other packaging services. We also produce containerboard and corrugated products for niche markets in North America. We are also a leading global producer of flexible intermediate bulk containers. We sell timber to third parties from our timberland in the southeastern United States that we manage to maximize long-term value. In addition, we sell, from time to time, timberland and special use land, which consists of surplus land, higher and better use (“HBU”) land, and development land. Our customers range from Fortune 500 companies to medium and small-sized companies in a cross section of industries.

We were founded in 1877 in Cleveland, Ohio, as “Vanderwyst and Greif,” a cooperage shop co-founded by one of four Greif brothers. One year after our founding, the other three Greif brothers were invited to join the business, renamed Greif Bros. Company, making wooden barrels, casks and kegs to transport post-Civil War goods nationally and internationally. We later purchased nearly 300,000 acres of timberland to provide raw materials for our cooperage plants. We still own significant timber properties located in the southeastern United States. In 1926, we incorporated as a Delaware corporation and made a public offering as The Greif Bros. Cooperage Corporation. In 1951, we moved our headquarters from Cleveland, Ohio to Delaware, Ohio, which is in the Columbus metro-area, where our corporate headquarters are currently located. Since the latter half of the 1900s, we have transitioned from our keg and barrel heading mills, stave mills and cooperage facilities to a global producer of industrial packaging products. Following our acquisition of Van Leer Packaging in 2001, a global steel and plastic drum manufacturer, we changed our name to Greif, Inc.

Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-K to the years 2015, 2014 or 2013, or to any quarter of those years, relate to the fiscal year ended in that year.

As used in this Form 10-K, the terms “Greif,” “the Company,” “we,” “us,” and “our” refer to Greif, Inc. and its subsidiaries.

(b) Financial Information about Segments

We operate in five business segments, which are aggregated into four reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging; Flexible Products & Services; and Land Management. Information related to each of these segments is included in Note 18 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

(c) Narrative Description of Business

Products and Services

In the Rigid Industrial Packaging & Services segment, we are a leading global producer of rigid industrial packaging products, including steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, blending, filling, logistics, warehousing and other packaging services. We sell our rigid industrial packaging products to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral products, among others.

In the Paper Packaging segment, we sell containerboard, corrugated sheets, corrugated containers and other corrugated products to customers in North America in industries such as packaging, automotive, food and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications.

In the Flexible Products & Services segment, we are a leading global producer of flexible intermediate bulk containers and related services. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is produced at our production sites, as well as sourced from strategic regional suppliers. Our flexible products are sold globally and service customers and market segments similar to those of our Rigid Industrial Packaging & Services segment. Additionally, our flexible products significantly expand our presence in the agricultural and food industries, among others.

 

3


Table of Contents

In the Land Management segment, we are focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use land, which consists of surplus land, HBU land and development land. As of October 31, 2015, we owned approximately 242,673 acres of timber property in the southeastern United States. During the fourth quarter 2015, we sold approximately 5,200 acres of development properties in Canada, which represented all of our remaining timber properties in Canada.

Customers

Due to the variety of our products, we have many customers buying different types of our products and due to the scope of our sales, no one customer is considered principal in our total operations.

Backlog

We supply a cross-section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical, mineral, packaging, automotive and building products, and must make spot deliveries on a day-to-day basis as our products are required by our customers. We do not operate on a backlog to any significant extent and maintain only limited levels of finished goods. Many customers place their orders weekly for delivery during the week.

Competition

The markets in which we sell our products are highly competitive with many participants. Although no single company dominates, we face significant competitors in each of our businesses. Our competitors include large vertically integrated companies as well as numerous smaller companies. The industries in which we compete are particularly sensitive to price fluctuations caused by shifts in industry capacity and other cyclical industry conditions. Other competitive factors include design, quality and service, with varying emphasis depending on product line.

In both the rigid industrial packaging industry and the flexible products industry, we compete by offering a comprehensive line of products on a global basis. In the paper packaging industry, we compete by concentrating on providing value-added, higher-margin corrugated products to niche markets. In addition, over the past several years we have closed higher cost facilities and otherwise restructured our operations, which we believe have significantly improved our cost competitiveness.

Compliance with Governmental Regulations Concerning Environmental Matters

Our operations are subject to extensive federal, state, local and international laws, regulations, rules and ordinances relating to pollution, the protection of the environment, the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials and numerous other environmental laws and regulations. In the ordinary course of business, we are subject to periodic environmental inspections and monitoring by governmental enforcement authorities. In addition, certain of our production facilities require environmental permits that are subject to revocation, modification and renewal.

Based on current information, we believe that the probable costs of the remediation of company-owned property will not have a material adverse effect on our financial condition or results of operations. We believe that we have adequately reserved for our liability for these matters as of October 31, 2015.

We do not believe that compliance with federal, state, local and international provisions, which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had or will have a material adverse effect upon our capital expenditures, earnings or competitive position. We do not anticipate any material capital expenditures related to environmental control in 2016.

Refer also to Note 14 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information concerning environmental expenses and cash expenditures for 2015, 2014 and 2013, and our reserves for environmental liabilities as of October 31, 2015.

Raw Materials

Steel, resin and containerboard, as well as used industrial packaging for reconditioning, are the principal raw materials for the Rigid Industrial Packaging & Services segment, resin is the primary raw material for the Flexible Products & Services segment, and pulpwood, old corrugated containers for recycling and containerboard are the principal raw materials for the Paper Packaging segment. We satisfy most of our needs for these raw materials through purchases on the open market or under short-term and long-term supply agreements. All of these raw materials are purchased in highly competitive, price-sensitive markets, which have historically exhibited price, demand and supply cyclicality. From time to time, some of these raw materials have been in short supply at certain of our manufacturing facilities. In those situations, we ship the raw materials in short supply from one or more of our other facilities with sufficient supply to the facility or facilities experiencing the shortage. To date, raw material shortages have not had a material adverse effect on our financial condition or results of operations.

 

4


Table of Contents

Research and Development

While research and development projects are important to our continued growth, the amount expended in any year is not material in relation to our results of operations.

Other

Our businesses are not materially dependent upon patents, trademarks, licenses or franchises.

No material portion of our businesses is subject to renegotiation of profits or termination of contracts or subcontracts at the election of a governmental agency or authority.

The businesses of our segments are not seasonal to any material extent.

Employees

As of October 31, 2015, we had approximately 13,150 full time employees. A significant number of our full time employees are covered under collective bargaining agreements. We believe that our employee relations are generally good.

(d) Financial Information about Geographic Areas

Our operations are located in North and South America, Europe, the Middle East, Africa and the Asia Pacific regions. Information related to our geographic areas of operation is included in Note 18 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K. Refer to Quantitative and Qualitative Disclosures about Market Risk, included in Item 7A of this Form 10-K.

(e) Available Information

We maintain a website at www.greif.com. We file reports with the United States Securities and Exchange Commission (“SEC”) and make available, free of charge, on or through our website, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have electronically filed such material with, or furnished it to, the SEC.

Any of the materials we file with the SEC may also be read and/or copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.

(f) Other Matters

Our common equity securities are listed on the New York Stock Exchange (“NYSE”) under the symbols GEF and GEF.B. Our President and Chief Executive Officer has timely certified to the NYSE that, at the date of the certification, he was unaware of any violation by our Company of the NYSE’s corporate governance listing standards. In addition, our Chief Executive Officer and Chief Financial Officer have provided certain certifications in this Form 10-K regarding the quality of our public disclosures. Refer to Exhibits 31.1 and 31.2 to this Form 10-K.

ITEM 1A. RISK FACTORS

Statements contained in this Form 10-K may be “forward-looking” within the meaning of Section 21E of the Exchange Act. Such forward-looking statements are subject to certain risks and uncertainties that could cause our operating results to differ materially from those projected. The following factors, among others, in some cases have affected, and in the future could affect, our actual financial or operational performance, or both.

Historically, Our Business has been Sensitive to Changes in General Economic or Business Conditions.

Our customers generally consist of other manufacturers and suppliers who purchase industrial packaging products and containerboard and related corrugated products for their own containment and shipping purposes. Because we supply a cross section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical, mineral products, packaging, automotive, and building products industries, and have operations in many countries, demand for our products and services has historically corresponded to changes in general economic and business conditions of the industries and countries in which we operate. Accordingly, our financial performance is substantially dependent upon the general economic and business conditions existing in these industries and countries, and any prolonged or substantial economic downturn in the markets in which we operate could have a material adverse effect on our business, results of operations and financial condition.

 

5


Table of Contents

Our Operations Subject Us to Currency Exchange and Political Risks that Could Adversely Affect Our Results of Operations.

We have operations in over 50 countries. Management of global operations is extremely complex, and operations outside the United States are subject to additional risks that may not exist, or be as significant, in the United States. As a result of our global operations, we are subject to certain risks that could disrupt our operations or force us to incur unanticipated costs.

The company also has indebtedness, agreements to purchase raw materials and agreements to sell finished products that are denominated in Euros, Turkish Lira, Russian Rubles and other currencies. Our operating performance is affected by fluctuations in currency exchange rates by:

 

    translations into United States dollars for financial reporting purposes of the assets and liabilities of our non-U.S. operations conducted in local currencies; and

 

    gains or losses from transactions conducted in currencies other than the operation’s functional currency.

We are subject to various other risks associated with operating in countries outside the U.S., such as the following:

 

    political, social, economic and labor instability which has commonly been associated with developing countries but presently is also impacting several industrialized countries;

 

    war, invasion, civil disturbance or acts of terrorism;

 

    taking of property by nationalization or expropriation without fair compensation;

 

    changes in government policies and regulations;

 

    loss or non-renewal of treaties or similar agreements with foreign tax authorities;

 

    difficulties in enforcement of contractual obligations;

 

    imposition of limitations on conversions of currencies into United States dollars or remittance of dividends and other payments by international subsidiaries;

 

    imposition or increase of withholding and other taxes on income remittances and other payments by international subsidiaries;

 

    hyperinflation, currency devaluation or defaults in certain countries;

 

    impositions or increase of investment and other restrictions or requirements by non-United States governments

 

    national and regional labor strikes, whether legal or illegal and other labor or social actions; and

 

    restrictive governmental trade policies, customs, import/export and other trade compliance regulations.

The Current and Future Challenging Global Economy and Disruption and Volatility of the Financial and Credit Markets may Adversely Affect Our Business.

The current global economic conditions are challenging to our global business operations. Such conditions have had, and may continue to have, a negative impact on our financial results. Future economic downturns, either in the United States, Europe or in other regions in which we do business could negatively affect our business and results of operations. The volatility of the current economic climate, especially in relation to ongoing uncertainties related to geopolitical events around the world, makes it difficult for us to predict the complete impact of the forgoing matters on our business and results of operations. Due to these current and future economic conditions, our customers may face financial difficulties, the unavailability of or reduction in commercial credit, or both, that may result in decreased sales by and revenues to our company. Certain of our customers may cease operations or seek bankruptcy protection, which would reduce our cash flows and adversely impact our results of operations. Our customers that are financially viable and not experiencing economic distress may nevertheless elect to reduce the volume of orders for our products or close facilities in an effort to remain financially stable or as a result of the unavailability of commercial credit which would negatively affect our results of operations. We may experience difficulties in servicing, renewing or repaying our outstanding debt due to continued volatility in the global economy. We may also have difficulty accessing the global credit markets due to the downgrade of the U.S. credit rating and the resulting tightening of commercial credit availability and the financial difficulties of our customers, which would result in decreased ability to fund capital-intensive strategic projects.

Further, we may experience challenges in forecasting revenues and operating results due to these global economic conditions. The difficulty in forecasting revenues and operating results may result in volatility in the market price of our common stock.

In addition, the lenders under our senior secured credit agreement and other borrowing facilities described in Item 7 of this Form 10-K under “Liquidity and Capital Resources – Borrowing Arrangements” and the counterparties with whom we maintain interest rate swap agreements, currency forward contracts and derivatives and other hedge agreements may be unable to perform their lending or payment obligations in whole or in part, or may cease operations or seek bankruptcy protection, which would negatively affect our cash flows and our results of operations.

A downgrade in our credit rating could also impact our ability to effectively finance our operations and could lead to increased borrowing costs and limits on our access to capital.

 

6


Table of Contents

The Continuing Consolidation of Our Customer Base and Suppliers may Intensify Pricing Pressure.

Over the last few years, many of our large industrial packaging, containerboard and corrugated products customers have acquired, or been acquired by, companies with similar or complementary product lines. In addition, many of our suppliers of raw materials such as steel, resin and paper, have undergone a similar process of consolidation. This consolidation has increased the concentration of our largest customers, resulting in increased pricing pressures from our customers. The consolidation of our largest suppliers has resulted in limited sources of supply and increased cost pressures from our suppliers. Any future consolidation of our customer base or our suppliers could negatively impact our business, results of operations and financial condition. Furthermore, if one or more of our major customers reduces, delays or cancels substantial orders, if one or more of our major suppliers is unable to timely produce and deliver our orders our business, results of operations, financial condition and cash flows may be materially and adversely affected, particularly for the period in which the reduction, delay or cancellation occurs and also possibly for subsequent periods.

We Operate in Highly Competitive Industries.

Each of our business segments operates in highly competitive industries. The most important competitive factors we face are price, quality and service. To the extent that one or more of our competitors become more successful with respect to any of these key competitive factors, we could lose customers and our sales could decline. In addition, due to the tendency of certain customers to diversify their suppliers, we could be unable to increase or maintain sales volumes with particular customers. Certain of our competitors are substantially larger and have significantly greater financial resources.

Our Business is Sensitive to Changes in Industry Demands.

Industry demand for containerboard in the United States and certain of our industrial packaging products in our United States, European and other international markets has varied in recent years causing competitive pricing pressures for those products. We compete in industries that are capital intensive, which generally leads to continued production as long as prices are sufficient to cover marginal costs. As a result, changes in industry demands, including any resulting industry over-capacity, may cause substantial price competition and, in turn, negatively impact our business, results of operations and financial condition.

Raw Material and Energy Price Fluctuations and Shortages may Adversely Impact Our Manufacturing Operations and Costs.

The principal raw materials used in the manufacture of our products are steel, resin, pulpwood, old corrugated containers for recycling, used industrial packaging for reconditioning, and containerboard, which we purchase or otherwise acquire in highly competitive, price sensitive markets. These raw materials have historically exhibited price and demand cyclicality. Some of these materials have been, and in the future may be, in short supply. For example, the availability of these raw materials and/or our ability to purchase and transport these raw materials may be unexpectedly disrupted by adverse weather conditions, natural disasters or a substantial economic downturn in the industries that provide any of those products. However, we have not recently experienced any significant difficulty in obtaining our principal raw materials. We have long-term supply contracts in place for obtaining a portion of our principal raw materials. The cost of producing our products is also sensitive to the price of energy (including its impact on transport costs). We have, from time to time, entered into short-term contracts to hedge certain of our energy costs. Energy prices, in particular oil and natural gas, have fluctuated in recent years, with a corresponding effect on our production costs. Potential legislation, regulatory action and international treaties related to climate change, especially those related to the regulation of greenhouse gases, may result in significant increases in raw material and energy costs. There can be no assurance that we will be able to recoup any past or future increases in the cost of energy and raw materials.

We may Encounter Difficulties Arising from Acquisitions.

We have in recent years invested a substantial amount of capital in acquisitions, joint ventures and strategic investments and we expect that we will continue to do so in the foreseeable future. We are continually evaluating acquisitions and strategic investments that are significant to our business both in the United States and internationally. Acquisitions, joint ventures and strategic investments involve numerous risks, including the failure to identify suitable acquisition candidates, complete acquisitions on acceptable terms and conditions, retain key customers, employees and contracts, the inability to integrate businesses without material disruption, unanticipated costs incurred in connection with integrating businesses, the incurrence of liabilities greater than anticipated or operating results that are less than anticipated, the inability to realize the projected value, and the inability to realize projected synergies. In addition, acquisitions, joint ventures and strategic investments and associated integration activities require time and attention of management and other key personnel, and other companies in our industries have similar acquisition and investment strategies. There can be no assurance that any acquisitions, joint ventures and strategic investments will be successfully integrated into our operations, that competition for acquisitions will not intensify or that we will be able to complete such acquisitions, joint ventures and strategic investments on acceptable terms and conditions. The costs of unsuccessful acquisition, joint venture and strategic investment efforts may adversely affect our results of operations, financial condition or prospects.

We may Incur Additional Restructuring Costs and there is no Guarantee that Our Efforts to Reduce Costs will be Successful.

We have restructured portions of our operations from time to time in recent years, particularly following acquisitions of businesses and periods of economic downturn due to recent and current global economic conditions. We are implementing a strategy to improve our business portfolio, address underperforming assets and generate additional cash. This strategy includes SG&A reductions throughout the company and has and will likely continue to result in the rationalization of manufacturing facilities.

 

7


Table of Contents

The rationalization of our manufacturing facilities may result in temporary constraints upon our ability to produce the quantity of products necessary to fill orders and thereby complete sales in a timely manner. In addition, system upgrades at our manufacturing facilities that impact ordering, production scheduling and other related manufacturing processes are complex, and could impact or delay production targets. A prolonged delay in our ability to fill orders on a timely basis could affect customer demand for our products and increase the size of our product inventories, causing future reductions in our manufacturing schedules and adversely affecting our results of operations. Moreover, our continuous development and production of new products will often involve the retooling of existing manufacturing facilities. This retooling may limit our production capacity at certain times in the future, which could adversely affect our results of operations and financial condition. In addition, the expansion and reconfiguration of existing manufacturing facilities could increase the risk of production delays, as well as require significant investments of capital.

While we expect these initiatives to result in significant profit opportunities and savings throughout our organization, our estimated profits and savings are based on several assumptions that may prove to be inaccurate, and as a result, there can be no assurance that we will realize these profits and cost savings or that, if realized, these profits and cost savings will be sustained. Failure to achieve or delays in achieving projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from manufacturing and administrative reorganization actions in progress or contemplated, could adversely affect the Company’s results of operation and, financial condition and harm our reputation.

Tax Legislation Initiatives or Challenges to Our Tax Positions May Adversely Impact Our Results or Condition.

We are a large multinational corporation with operations in the United States and international jurisdictions. As such, we are subject to the tax laws and regulations of the U.S. federal, state and local governments and of many international jurisdictions. Due to widely varying tax rates in the taxing jurisdictions applicable to our business, a change in income generation to higher taxing jurisdictions or away from lower taxing jurisdictions may have an adverse effect on our financial condition and results of operations.

From time to time, various legislative initiatives may be proposed that could adversely affect our tax positions. There can be no assurance that our effective tax rate or tax payments will not be adversely affected by these initiatives. In addition, U.S. federal, state and local, as well as international, tax laws and regulations, are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

Full realization of our deferred tax assets may be affected by a number of factors.

We have deferred tax assets, including U.S. and foreign operating loss carryforwards, capital loss carryforwards, employee and retiree benefit items, and other accruals not yet deductible for tax purposes. We have established valuation allowances to reduce those deferred tax assets to an amount that is more likely than not to be realized. Our ability to use these deferred tax assets depends in part upon our having future taxable income during the periods in which these temporary differences reverse or our ability to carry back any losses created by the deduction of these temporary differences. We expect to realize these assets over an extended period. However, if we were unable to generate sufficient future taxable income in the U.S. and certain foreign jurisdictions, or if there were a significant change in the time period within which the underlying temporary differences became taxable or deductible, we could be required to increase our valuation allowances against our deferred tax assets, which would increase our effective tax rate which could have a material adverse effect on our reported results of operations.

Several Operations are Conducted by Joint Ventures that we cannot Operate Solely for Our Benefit.

Several operations, particularly in developing countries, are conducted through joint ventures, such as a significant joint venture in our Flexible Products & Services segment. In countries that require us to conduct business through a joint venture with a local joint venture partner, the loss of a joint venture partner or a joint venture partner’s loss of its ability to conduct business in such country may impact our ability to conduct business in that country.

In joint ventures, we share ownership and, in some instances, management of a company with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do. In general, joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit. Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information, accounting and making decisions. In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions, including acquisitions, the sale of assets, budget approvals, borrowing money and granting liens on joint venture property. Our inability to take unilateral action that we believe is in our best interests may have an adverse effect on the financial performance of the joint venture and the return on our investment. In joint ventures, we believe our relationship with our co-owners is an important factor to the success of the joint venture, and if a co-owner changes, our relationship may be adversely affected. In addition, the benefits from a successful joint venture are shared among the co-owners, so that we do not receive all the benefits from our successful joint ventures. Finally, we may be required on a legal or practical basis or both, to accept liability for obligations of a joint venture beyond our economic interest, including in cases where our co-owner becomes bankrupt or is otherwise unable to meet its commitments. For additional information with respect to the joint venture relating to our Flexible Products & Services segment, refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Variable Interest Entities.

 

8


Table of Contents

Our Ability to Attract, Develop and Retain Talented and Qualified Employees, Managers and Executives is Critical to Our Success.

Our ability to attract, develop and retain talented and qualified employees, including executives and other key managers, is important to our business. This is becoming more difficult in the current highly competitive hiring and retention environment. The retirement of or unforeseen loss of key officers and employees without appropriate succession planning or the ability to develop or hire replacements could hinder our strategic planning and execution and make it difficult to manage our business and meet our objectives resulting in a material adverse effect on our business, results of operations and financial condition.

Our Business may be Adversely Impacted by Work Stoppages and Other Labor Relations Matters.

We are subject to risk of work stoppages and other labor relations matters because a significant number of our employees are represented by unions. We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the future. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, results of operations and financial condition. In addition, upon the expiration of existing collective bargaining agreements, we may not reach new agreements without union action and any such new agreements may not be on terms satisfactory to us.

Our Pension Plans Are Underfunded and will Require Future Cash Contributions, And Our Required Future Cash Contributions Could Be Higher Than We Expect, Each Of Which Could Have A Material Adverse Effect On Our Financial Condition And Liquidity.

We sponsor various pension and similar benefit plans worldwide.

Our U.S. and non-U.S. pension plans were underfunded by an aggregate of $133.8 million and $22.2 million, respectively, as of October 31, 2015. We are legally required to make cash contributions to our pension plans in the future, and those cash contributions could be material.

In fiscal 2016, we expect to make cash contributions of approximately $13.4 million and $3.8 million to our U.S. and non-U.S. pension plans, respectively, which we believe will be sufficient to meet the minimum funding requirements under applicable laws. However, our future funding obligations for our pension plans depend upon the levels of benefits provided for by these plans, the future performance of assets set aside for these plans, the rates of interest used to determine funding levels, the impact of potential business dispositions, actuarial data and experience, and any changes in government laws and regulations. Accordingly, our 2016 funding requirements for our pension plans could be higher than expected, which could have a material adverse effect on our financial condition and liquidity.

In addition, our pension plans hold a significant amount of equity securities. If the market values of these securities decline, our pension expense and funding requirements will increase, which could have a material adverse effect on our financial condition and liquidity.

Any decrease in interest rates and asset returns, if and to the extent not offset by contributions, could increase our obligations under our pension plans. If the performance of assets held in these pension plans does not meet our expectations, our cash contributions for these plans could be higher than we expect, which could have a material adverse effect on our financial condition and liquidity.

We may be Subject to Losses that Might not be Covered in Whole or in Part by Existing Insurance Reserves or Insurance Coverage.

We are self-insured for certain of the claims made under our employee medical and dental insurance programs and for certain of our workers’ compensation claims. We establish reserves for estimated costs related to pending claims, administrative fees and claims incurred but not reported. Because establishing reserves is an inherently uncertain process involving estimates, currently established reserves may not be adequate to cover the actual liability for claims made under our employee medical and dental insurance programs and for certain of our workers’ compensation claims. If we conclude that our estimates are incorrect and our reserves are inadequate for these claims, we will need to increase our reserves, which could adversely affect our financial condition and results of operations.

We carry comprehensive liability, fire and extended coverage insurance on most of our facilities, with policy specifications and insured limits customarily carried for similar properties. However, there are certain types of losses, such as losses resulting from wars, acts of terrorism, wind storm, flood, earthquake or other natural disasters, that may be uninsurable or subject to restrictive policy conditions. In these instances, should a loss occur in excess of insured limits, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any mortgage indebtedness or other financial obligations related to the property. Any such loss would adversely impact our business, financial condition and results of operations.

We purchase insurance policies covering general liability and product liability with substantial policy limits. However, there can be no assurance that any liability claim would be adequately covered by our applicable insurance policies or it would not be excluded from coverage based on the terms and conditions of the policy. This could also apply to any applicable contractual indemnity.

We also purchase environmental liability policies where legally required and may elect to purchase coverage in other circumstances in order to transfer all or a portion of environmental liability risk through insurance. However, there can be no assurance that any environmental liability claim would be adequately covered by our applicable insurance policies or that it would not be excluded from coverage based on the terms and conditions of the policy.

 

9


Table of Contents

Our Business Depends on the Uninterrupted Operations of Our Facilities, Systems and Business Functions, including Our Information Technology (IT) and Other Business Systems.

Our business is dependent upon our ability to execute, in an efficient and uninterrupted fashion, necessary business functions, such as accessing key business data, financial information, order processing, invoicing and the operation of IT dependent manufacturing equipment. In addition, a significant portion of the communication between our employees, customers and suppliers around the world depends on our IT systems. A shut-down of or inability to access one or more of our facilities, a power outage, a pandemic, or a failure of one or more of our IT, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis.

Our IT systems exist on platforms in over 50 countries, many of which have been acquired in connection with business acquisitions, resulting in a complex technical infrastructure. Such complexity creates difficulties and inefficiencies in monitoring business results and consolidating financial data and could result in a material adverse effect on our business, results of operations and financial condition. In order to reduce this complexity, we are in the process of implementing a standard IT platform project to transition from many of the former systems to a single system. Given its scope, this project will take several years to complete and will require significant human and financial resources. There can be no assurance that this project will be successful, and even if successful, there can be no assurance that other difficulties and inefficiencies will not exist in our systems.

We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal operations could not be performed due to a catastrophic event. While we continue to test and assess our business continuity plan to ensure it meets the needs of our core business operations and addresses multiple business interruption events, there is no assurance that core business operations could be performed upon the occurrence of such an event.

A Security Breach of Customer, Employee, Supplier or Company Information may have a Material Adverse Effect on our Business, Financial Condition and Results of Operations.

In the conduct of our business, we collect, use, transmit, store and report data on information systems and interact with customers, vendors and employees. Increased global IT security threats and more sophisticated and targeted computer crime pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. Despite our security measures, our IT systems and infrastructure may be vulnerable to computer viruses, cyber-attacks, security breaches caused by employee error or malfeasance or other disruptions. Any such threat could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. A security breach of our computer systems could interrupt or damage our operations or harm our reputation. In addition, we could be subject to legal claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties if confidential information relating to customers, suppliers, employees or other parties is misappropriated from our computer system.

Similar security threats exist with respect to the IT systems of our lenders, suppliers, consultants, advisors and other third parties with whom we conduct business. A security breach of those computer systems could result in the loss, theft or disclosure of confidential information and could also interrupt or damage our operations, harm our reputation and subject us to legal claims.

Legislation/Regulation Related to Environmental and Health and Safety Matters and Corporate Social Responsibility Could Negatively Impact our Operations and Financial Performance.

We must comply with extensive laws, rules and regulations in the United States and in each of the countries where we conduct business regarding environmental matters, such as air, soil and water quality and waste disposal. We must also comply with extensive laws, rules and regulations regarding safety, health and corporate responsibility matters. There can be no assurance that compliance with existing and new laws, rules and regulations will not require significant expenditures.

For example, the Patient Protection and Affordable Care Act, which was adopted in 2010 and is being phased in over several years, could significantly increase the cost of the health care benefits provided to our U.S. employees. In addition, the failure to comply materially with such existing and new laws, rules and regulations could adversely affect our business, results of operations and financial condition.

We are also subject to transportation safety regulations promulgated by the U.S. Department of Transportation (DOT) and agencies in other jurisdictions. Both the DOT regulations and standards issued by the United Nations and adopted by various jurisdictions outside the United States set forth requirements related to the transportation of both hazardous and nonhazardous materials in some of our packaging products and subject our company to random inspections and testing to ensure compliance. Failure to comply could result in fines to our company and could affect our business, results of operations and financial condition.

We are subject to laws, rules and regulations relating to some of the raw materials, such as resins and epoxy-based coatings, used in our rigid container business. These materials may contain Bisphenol-A (BPA), a chemical monomer that can be toxic in sufficient quantities, and is used in several food contact applications. Regulatory agencies in several jurisdictions worldwide have found these materials to be safe for food contact at current levels, but a significant change in regulatory rulings concerning BPA could have an adverse effect on our business.

Our customers in the food industry are subject to increasing laws, rules and regulations relating to food safety. As a result, customers may demand that changes be made to our products or facilities, as well as other aspects of our production processes, that may require the investment of capital. The failure to comply with these requests could adversely affect our relationships with some customers and result in negative effects on our business, results of operations and financial condition.

 

10


Table of Contents

In 2012, the SEC, as directed by Section 1502 of The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted new annual disclosure and reporting requirements for companies regarding the use of “conflict minerals” from the Democratic Republic of the Congo and adjoining countries. These requirements could affect the sourcing, availability and cost of minerals used in the manufacture of certain of our products. We have incurred and will continue to incur costs associated with complying with the supply chain due diligence procedures required by the SEC. In addition, because our supply chain is complex, we may face reputation challenges with our customers and other stakeholders if we are unable to sufficiently verify the origins of all minerals used in our products through the due diligence procedures that we implement.

Although there may be adverse financial impact (including compliance costs, potential permitting delays and increased cost of energy, raw materials and transportation) associated with any legislation, regulation or other action, the extent and magnitude of that impact cannot be reliably or accurately estimated due to the fact that some requirements have only recently been adopted and the present uncertainty regarding other additional measures and how they will be implemented.

Product Liability Claims and Other Legal Proceedings Could Adversely Affect our Operations and Financial Performance.

We produce products and provide services related to other parties’ products. While we have built extensive operational processes to ensure that the design and manufacture of our products meet rigorous quality standards, there can be no assurance that we or our customers will not experience operational process failures that could result in potential product, safety, regulatory or environmental claims and associated litigation. We are also subject to a variety of legal proceedings and legal compliance risks in our areas of operation around the globe. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. In the future, we may not be able to maintain insurance at commercially acceptable premium levels at all. In addition, the levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant judgment or claim is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations.

We and the industries in which we operate are at times being reviewed or investigated by regulators and other governmental authorities, which could lead to enforcement actions, fines and penalties or the assertion of private litigation claims and damages. Simply responding to actual or threatened litigation or government investigations of our compliance with regulatory standards may require significant expenditures of time and other resources. While we believe that we have adopted appropriate risk management and compliance programs, the global and diverse nature of our operations means that legal and compliance risks will continue to exist and legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time that could adversely affect our business, results of operations and financial condition.

We may Incur Fines or Penalties, Damage to Our Reputation or Other Adverse Consequences if Our Employees, Agents or Business Partners Violate, or are Alleged to Have Violated, Anti-bribery, Competition or Other Laws.

We cannot provide assurance that our internal controls will always protect us from reckless or criminal acts committed by our employees, agents or business partners that would violate U.S. and/or non-U.S. laws, including anti-bribery, competition, trade sanctions and regulation, and other laws. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, could lead to substantial civil or criminal monetary and non-monetary penalties against us or our subsidiaries, and could damage our reputation. Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation and result in significant expenditures in investigating and responding to such actions.

Changing Climate, Climate Change Regulations and Greenhouse Gas Effects may Adversely Affect Our Operations and Financial Performance.

There is continuing concern from members of the scientific community and the general public that emissions of greenhouse gases (GHG) and other human activities have or will cause significant changes in weather patterns and increase the frequency or severity of weather events, wildfires and flooding. Climate change creates physical and financial risk. Physical risks from climate change include an increase in sea level and changes in weather conditions, such as an increase in precipitation, droughts and extreme weather events. These types of events may adversely impact the Company, our suppliers, our customers and their ability to purchase our products and our ability to manufacture and transport our products on a timely basis and could result in a material adverse effect on our business, results of operations and financial condition.

We believe it is likely that the scientific and political attention to issues concerning the extent and causes of climate change will continue, with the potential for further legislation and regulations that could affect our results of operations and financial condition. Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to climate change, regulating GHG emissions and energy policies. If such legislation or regulations are enacted, we could incur increased energy, environmental and other costs and capital expenditures to comply with the limitations. Failure to comply with these regulations could result in fines to our company and could affect our business, results of operations and financial condition.

 

11


Table of Contents

We, along with other companies in many business sectors, including our customers, are considering and implementing ways to reduce GHG emissions. As a result, our customers may request that changes be made to our products or facilities, as well as other aspects of our production processes, that increase costs and may require the investment of capital. The failure to comply with these requests could adversely affect our relationships with some customers, which in turn could adversely affect our business, results of operations and financial condition.

We could face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate change.

The Frequency and Volume of Our Timber and Timberland Sales will Impact Our Financial Performance.

We have a significant inventory of standing timber and timberland and approximately 21,175 acres of special use properties in the United States as of October 31, 2015. The frequency, demand for and volume of sales of timber, timberland and special use properties will have an effect on our financial condition and results of operations. In addition, volatility in the real estate market for special use properties could negatively affect our results of operations.

Changes in U.S. Generally Accepted Accounting Principles (U.S. GAAP) and SEC Rules and Regulations could Materially Impact Our Reported Results.

U.S. GAAP and SEC accounting and reporting changes have become more frequent and significant in the past several years. These changes could have significant effects on our reported results when compared to prior periods and other companies and may even require us to retrospectively adjust prior periods from time to time. Additionally, material changes to the presentation of transactions in the consolidated financial statements could impact key ratios that analysts and credit rating agencies use to rate our company, increase our cost of borrowing and ultimately our ability to access the credit markets in an efficient manner.

If the Company Fails to Maintain an Effective System of Internal Control, the Company may not be able to Accurately Report Financial Results or Prevent Fraud.

Effective internal controls are necessary to provide reliable financial reports and to assist in the effective prevention of fraud. We must annually evaluate our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires management and auditors to assess the effectiveness of internal controls. As further described in Item 9A of this Form 10-K, management has concluded that, because of material weaknesses in internal controls over financial reporting related to international income taxes, including accounting for deferred income taxes and uncertain tax positions, and information technology controls, our disclosure controls and procedures were not effective as of October 31, 2015. If we fail to correct these material weaknesses in our internal controls, or having corrected such material weaknesses, thereafter failing to maintain the adequacy of our internal controls, we could be subjected to regulatory scrutiny, civil or criminal penalties or shareholder litigation. In addition, continued or future failure to maintain adequate internal controls could result in financial statements that do not accurately reflect our financial condition.

The Company has a Significant Amount of Goodwill and Long-lived Assets which, if Impaired in the Future, would Adversely Impact our Results of Operations.

Our goodwill could be impaired if the fair value of any particular reporting unit is less than the carrying value of that reporting unit. Impairment of the Company’s goodwill would reduce the Company’s net income in the period of any such write down. At October 31, 2015, the carrying value of the Company’s goodwill was $807.1 million. The Company is required to evaluate goodwill reflected on its balance sheet at least annually, or when circumstances indicate a potential impairment. If it determines that the goodwill is impaired, the Company would be required to write off a portion or all of the goodwill. As further described in Item 7 and Note 6 of Item 8 of this Form 10-K, in 2014, the Company recorded an impairment for all of the goodwill associated with the Flexible Products & Services segment.

We may be required to record future impairments of our long-lived assets as we continue to transform and restructure our business. Decisions to sell or close plants could reduce the hold period of an asset group or indicate that the fair value of the asset group is less than the carrying value. We may also experience declines in particular businesses due to competition or other outside forces indicating our long-lived assets are not recoverable. Any resulting impairments will impact net income in the period in which the triggering event occurs and could be significant, which could have a material adverse effect on our results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

 

12


Table of Contents

ITEM 2. PROPERTIES

The following are our principal operating locations and the products manufactured at such facilities or the use of such facilities. We consider our operating properties to be in satisfactory condition and adequate to meet our present needs. However, we expect to make further additions, improvements and consolidations of our properties to support our business.

 

Location

  

Products or Use

   Owned    Leased

RIGID INDUSTRIAL PACKAGING & SERVICES

     

Algeria

   Steel drums       1

Argentina

   Steel and plastic drums, water bottles and distribution centers    2    1

Australia

   Closures       2

Austria

   Steel drums and reconditioned containers and services       1

Belgium

   Steel and plastic drums, reconditioned containers and services and shared services    3    1

Brazil

   Steel and plastic drums, water bottles, closures, intermediate bulk containers, warehouse and general office    5    7

Canada

   Fibre, steel and plastic drums and blending and packaging services    2    2

Chile

   Steel drums, water bottles and distribution centers    1    1

China

   Steel drums, closures, blending and packaging services and general offices    8   

Colombia

   Steel and plastic drums and water bottles    1    1

Costa Rica

   Steel Drums       1

Czech Republic

   Steel drums    1   

Denmark

   Fibre drums       1

Egypt

   Steel drums    1   

France

   Steel and plastic drums, closures and distribution centers    3   

Germany

   Fibre, steel and plastic drums, closures, intermediate bulk containers, reconditioned containers and services, and distribution centers    5    2

Greece

   Steel drums and warehouse    1   

Guatemala

   Steel drums    1   

Hungary

   Steel drums and shared services    1    1

Israel

   Fibre, steel and plastic drums and intermediate bulk containers       1

Italy

   Steel and plastic drums, closures, water bottles, intermediate bulk containers and distribution center    1    5

Jamaica

   Water bottles and distribution center       1

 

13


Table of Contents

Location

  

Products or Use

   Owned    Leased

Kazakhstan

   Distribution center       1

Kenya

   Steel and plastic drums       1

Malaysia

   Steel and plastic drums    1   

Mexico

   Fibre, steel and plastic drums, closures and distribution centers    1    3

Morocco

   Steel and plastic drums    1   

Netherlands

   Fibre, steel and plastic drums, closures, reconditioned containers and services, paints and linings, research center and general offices    4    3

Nigeria

   Steel and plastic drums       1

Norway

   Steel and plastic drums       1

Philippines

   Steel drums and water bottles       1

Poland

   Steel drums and water bottles    1   

Portugal

   Steel drums    1   

Russia

   Steel drums, water bottles and intermediate bulk containers    6    1

Saudi Arabia

   Steel drums       1

Singapore

   Steel drums, plastic drums and steel parts    1   

Spain

   Steel drums and distribution center    2    1

Sweden

   Steel drums, plastic drums, intermediate bulk containers and distribution center       1

Turkey

   Steel drums and water bottles    1   

Ukraine

   Distribution center and water bottles       1

United Arab Emirates

   Idle       1

United Kingdom

   Steel and plastic drums, water bottles, reconditioned containers and services and distribution centers    3   

United States

   Fibre, steel and plastic drums, intermediate bulk containers, reconditioned containers and services, closures, steel parts, distribution centers and blending and packaging services    19    27

Venezuela

   Steel and plastic drums    2   

Vietnam

   Steel drums    1   

 

14


Table of Contents

Location

  

Products or Use

   Owned    Leased

FLEXIBLE PRODUCTS & SERVICES:

     

Belgium

   Manufacturing plant       1

Brazil

   Distribution center       1

China

   Manufacturing plant       1

Chile

   Distribution center       1

Finland

   Manufacturing plant    1   

France

   Manufacturing plant and distribution centers    1    3

Germany

   Distribution centers       2

India

   General office       1

Ireland

   Distribution center       1

Mexico

   Manufacturing plant       1

Morocco

   Manufacturing plant       1

Netherlands

   Manufacturing plant, distribution centers and general office       3

Pakistan

   Manufacturing plants       3

Portugal

   Manufacturing plant       1

Romania

   Manufacturing plants       2

Saudi Arabia

   Idle       1

Spain

   Distribution center       1

Turkey

   Manufacturing plants       3

Ukraine

   Manufacturing plant    1   

United Kingdom

   Manufacturing plant       1

United States

   Distribution centers       2

Vietnam

   Manufacturing plant       1

 

15


Table of Contents

Location

  

Products or Use

   Owned    Leased

PAPER PACKAGING:

        

United States

   Corrugated sheets, containers and other products, containerboard, investment property, general offices and distribution centers    12   

LAND MANAGEMENT:

        

United States

   General offices    2    1

CORPORATE:

        

Luxembourg

   General office       1

United States

   Principal and general offices    2   

We also own a substantial amount of timber properties. Our timber properties consisted of approximately 242,673 acres in the southeastern United States as of October 31, 2015.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings that are material to our business or financial condition.

From time to time, we have been a party to legal proceedings arising at the country, state or local level involving environmental sites to which we have shipped, directly or indirectly, small amounts of toxic waste, such as paint solvents. As of the filing date of this Form 10-K, we have been classified only as a “de minimis” participant, and such proceedings do not involve monetary sanctions in excess of $100,000.

ITEM 4. MINE SAFETY DISCLOSURES

None.

 

16


Table of Contents

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Shares of our Class A and Class B Common Stock are listed on the New York Stock Exchange under the symbols GEF and GEF.B, respectively.

Financial information regarding our two classes of common stock, as well as the number of holders of each class and the high, low and closing sales prices for each class for each quarterly period for the two most recent years, is included in Note 20 to the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

We pay quarterly dividends of varying amounts computed on the basis described in Note 15 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K. The annual dividends paid for the last two years are as follows:

2015 Dividends per Share – Class A $1.68; Class B $2.51

2014 Dividends per Share – Class A $1.68; Class B $2.51

The terms of our current credit agreement limit our ability to make “restricted payments,” which include dividends and purchases, redemptions and acquisitions of our equity interests. The payment of dividends and other restricted payments are subject to the condition that certain defaults not exist under the terms of our current credit agreement and, in the event that certain defaults exist, are limited in amount by a formula based, in part, on our consolidated net income. Refer to “Liquidity and Capital Resources – Borrowing Arrangements” in Item 7 of this Form 10-K.

We did not purchase any of our shares of Class A and Class B Common Stock during 2015.

 

17


Table of Contents

Performance Graph

The following graph compares the performance of shares of our Class A and B Common Stock to that of the Standard and Poor’s 500 Index and our industry group (Peer Index) assuming $100 invested on October 31, 2010 and reinvestment of dividends for each subsequent year. The graph does not purport to represent our value.

 

LOGO

The Peer Index comprises the containers and packaging index as shown by Dow Jones.

Equity compensation plan information required by Items 201(d) of Regulation S-K will be found under the caption “Equity Compensation Plan Information” in the 2016 Proxy Statement, which information is incorporated herein by reference.

 

18


Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

The five-year selected financial data is as follows (Dollars in millions, except per share amounts):

 

As of and for the years ended October 31,    2015      2014      2013      2012      2011  

Net sales

   $ 3,616.7       $ 4,239.1       $ 4,219.9       $ 4,129.5       $ 4,107.4   

Net income attributable to Greif, Inc.

   $ 71.9       $ 91.5       $ 144.7       $ 118.1       $ 173.6   

Total assets

   $ 3,315.7       $ 3,667.4       $ 3,886.7       $ 3,855.9       $ 4,191.0   

Long-term debt, including current portion of long-term debt

   $ 1,146.9       $ 1,105.0       $ 1,217.2       $ 1,200.3       $ 1,383.9   

Basic earnings per share:

              

Class A Common Stock

   $ 1.23       $ 1.56       $ 2.47       $ 2.03       $ 2.98   

Class B Common Stock

   $ 1.83       $ 2.33       $ 3.70       $ 3.03       $ 4.46   

Diluted earnings per share:

              

Class A Common Stock

   $ 1.23       $ 1.56       $ 2.47       $ 2.03       $ 2.97   

Class B Common Stock

   $ 1.83       $ 2.33       $ 3.70       $ 3.03       $ 4.46   

Dividends per share:

              

Class A Common Stock

   $ 1.68       $ 1.68       $ 1.68       $ 1.68       $ 1.68   

Class B Common Stock

   $ 2.51       $ 2.51       $ 2.51       $ 2.51       $ 2.51   

 

19


Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The terms “Greif,” “the Company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries.

Greif Business System and Transformation Initiative

We developed and use the “Greif Business System,” a quantitative, systematic and disciplined process, to improve productivity, increase profitability, reduce costs and drive shareholder value. During the fourth quarter 2014, we announced our new transformation initiative, which is a holistic plan to improve our financial performance and reward our shareholders. At its core, this plan is intended to restructure the company by enhancing the Greif Business System through refocused efforts on operational efficiency, customer service, working capital, and sourcing and supply chain; reducing complexity; the consolidation and optimization of our manufacturing network; the sale of selected non-core assets; the reduction of SG&A costs; and implementing growth initiatives. We are currently in the execution phase of the transformation initiative and expect our work plans to continue through early 2018.

 

20


Table of Contents

RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our consolidated financial statements.

Historical revenues and earnings may or may not be representative of future operating results due to various economic and other factors.

The non-GAAP financial measure of EBITDA is used throughout the following discussion of our results of operations. EBITDA is defined as net income, plus interest expense, net, plus income tax expense, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization. Since we do not calculate net income by segment, EBITDA by segment is reconciled to operating profit by segment. We use this non-GAAP financial measure to evaluate our historical and ongoing operations and believe that this non-GAAP financial measure is useful to enable investors to perform meaningful comparisons of our historical and current performance. We believe that this non-GAAP financial measure provides a stable platform on which to compare our historical performance. .

The following table sets forth the net sales, operating profit (loss) and EBITDA for each of our business segments for 2015, 2014 and 2013 (Dollars in millions):

 

For the year ended October 31,

   2015      2014      2013  

Net sales

        

Rigid Industrial Packaging & Services

   $ 2,586.4       $ 3,077.0       $ 3,062.1   

Paper Packaging

     676.1         706.8         676.0   

Flexible Products & Services

     322.6         425.8         448.7   

Land Management

     31.6         29.5         33.1   
  

 

 

    

 

 

    

 

 

 

Total net sales

   $ 3,616.7       $ 4,239.1       $ 4,219.9   
  

 

 

    

 

 

    

 

 

 

Operating profit (loss):

        

Rigid Industrial Packaging & Services

   $ 86.4       $ 170.1       $ 196.8   

Paper Packaging

     109.3         125.8         123.8   

Flexible Products & Services

     (36.6      (78.6      (11.7

Land Management

     33.7         32.0         32.7   
  

 

 

    

 

 

    

 

 

 

Total operating profit

   $ 192.8       $ 249.3       $ 341.6   
  

 

 

    

 

 

    

 

 

 

EBITDA:

        

Rigid Industrial Packaging & Services

   $ 179.1       $ 271.7       $ 295.3   

Paper Packaging

     138.4         155.6         154.3   

Flexible Products & Services

     (30.3      (68.0      (0.9

Land Management

     37.0         36.3         37.4   
  

 

 

    

 

 

    

 

 

 

Total EBITDA

   $ 324.2       $ 395.6       $ 486.1   
  

 

 

    

 

 

    

 

 

 

The following table sets forth EBITDA, reconciled to net income and operating profit, for our consolidated results for 2015, 2014 and 2013 (Dollars in millions):

 

For the year ended October 31,

   2015      2014      2013  

Net income

   $ 67.2       $ 44.9       $ 147.5   

Plus: interest expense, net

     74.8         81.8         85.1   

Plus: income tax expense

     48.4         115.0         98.8   

Plus: depreciation, depletion and amortization expense

     134.6         155.8         157.6   

Less: equity earnings of unconsolidated affiliates, net of tax

     0.8         1.9         2.9   
  

 

 

    

 

 

    

 

 

 

EBITDA

   $ 324.2       $ 395.6       $ 486.1   
  

 

 

    

 

 

    

 

 

 

Net income

   $ 67.2       $ 44.9       $ 147.5   

Plus: interest expense, net

     74.8         81.8         85.1   

Plus: income tax expense

     48.4         115.0         98.8   

Plus: other expense, net

     3.2         9.5         13.1   

Less: equity earnings of unconsolidated affiliates, net of tax

     0.8         1.9         2.9   
  

 

 

    

 

 

    

 

 

 

Operating profit

     192.8         249.3         341.6   

Less: other expense, net

     3.2         9.5         13.1   

Plus: depreciation, depletion and amortization expense

     134.6         155.8         157.6   
  

 

 

    

 

 

    

 

 

 

EBITDA

   $ 324.2       $ 395.6       $ 486.1   
  

 

 

    

 

 

    

 

 

 

 

21


Table of Contents

The following table sets forth EBITDA for each of our business segments, reconciled to the operating profit (loss) for each segment, for 2015, 2014 and 2013 (Dollars in millions):

 

For the year ended October 31,

   2015      2014      2013  

Rigid Industrial Packaging & Services

        

Operating profit

   $ 86.4       $ 170.1       $ 196.8   

Less: other expense, net

     1.3         6.8         8.9   

Plus: depreciation and amortization expense

     94.0         108.4         107.4   
  

 

 

    

 

 

    

 

 

 

EBITDA

   $ 179.1       $ 271.7       $ 295.3   
  

 

 

    

 

 

    

 

 

 

Paper Packaging

        

Operating profit

   $ 109.3       $ 125.8       $ 123.8   

Less: other income, net

     (0.4      —           (0.2

Plus: depreciation and amortization expense

     28.7         29.8         30.3   
  

 

 

    

 

 

    

 

 

 

EBITDA

   $ 138.4       $ 155.6       $ 154.3   
  

 

 

    

 

 

    

 

 

 

Flexible Products & Services

        

Operating loss

   $ (36.6    $ (78.6    $ (11.7

Less: other expense, net

     2.3         2.7         4.4   

Plus: depreciation and amortization expense

     8.6         13.3         15.2   
  

 

 

    

 

 

    

 

 

 

EBITDA

   $ (30.3    $ (68.0    $ (0.9
  

 

 

    

 

 

    

 

 

 

Land Management

        

Operating profit

   $ 33.7       $ 32.0       $ 32.7   

Plus: depreciation, depletion and amortization expense

     3.3         4.3         4.7   
  

 

 

    

 

 

    

 

 

 

EBITDA

     37.0         36.3         37.4   

Consolidated EBITDA

   $ 324.2       $ 395.6       $ 486.1   
  

 

 

    

 

 

    

 

 

 

Year 2015 Compared to Year 2014

Net Sales

Net sales were $3,616.7 million for 2015 compared with $4,239.1 million for 2014. The 14.7 percent decrease in net sales was primarily due to the negative impact of foreign currency translation of 8.7 percent, a decrease due to volumes of 3.9 percent primarily attributable to divestitures completed during 2014, and a decrease due to selling prices/product mix of 2.1 percent due mainly to the pass-through impact of reduced steel costs.

Gross Profit

Gross profit was $669.8 million for 2015 compared with $811.0 million for 2014. Gross profit declined in each of our Rigid Industrial Packaging & Services, Paper Packaging, and Flexible Products & Services segments. The respective reasons for the decline in each segment are described below in the “Segment Review”. Gross profit margin was 18.5 percent for 2015 compared to 19.1 percent for 2014.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses decreased 16.8 percent to $413.2 million for 2015 from $496.7 million for 2014. This decrease was primarily due to divestitures of $23.4 million, the impact of foreign currency translation of $48.7 million and the impact of our SG&A reduction efforts implemented during 2015. SG&A expenses were 11.4 percent of net sales for 2015 compared with 11.7 percent of net sales for 2014.

Restructuring Charges

Restructuring charges were $40.0 million for 2015 compared with $16.1 million for 2014. Restructuring charges for 2015 were primarily related to employee separation costs, relocation fees and professional fees incurred for services specifically associated with employee separation and relocation. Restructuring activities and associated costs during 2015 are anticipated to deliver annual run-rate savings of approximately $45.7 million with payback periods ranging from one to three years among the plans. We anticipate completion of the current restructuring programs by early 2018. Refer to Note 7 – Restructuring Charges, within the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Impairment Charges

There were no goodwill impairment charges during 2015 compared with goodwill impairment charges of $50.3 million for 2014. The 2014 charges related to the impairment of all goodwill within the Flexible Products & Services segment.

 

22


Table of Contents

Non-cash asset impairment charges were $45.9 million for 2015 compared with $35.5 million for 2014. In 2015, these charges were primarily related to Venezuelan property, plants, and equipment, information technology software identified as obsolete, and plant closures within the Rigid Industrial Packaging & Services segment. Charges in 2014 related to the fabric hub in the Kingdom of Saudi Arabia in the Flexible Products & Services segment, impairment of assets to be sold for a loss in the Rigid Industrial Packaging & Services segment, and other underutilized and damaged equipment in both the Flexible Products & Services segment and Rigid Industrial Packaging & Services segment.

Gains on Sales of Timberland

The gain on timberland sales was $24.3 million for 2015 compared with $17.1 million for 2014.

Gain on Disposal of Properties, Plants and Equipment, net

The gain on disposal of properties, plants, and equipment, net was $7.0 million and $8.3 million for 2015 and 2014, respectively. See Note 5 – Assets and Liabilities of Businesses Held for Sale and Disposals of Properties, Plants, and Equipment, Net, within the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

(Gain) loss on Disposal of Businesses, net

The (gain) loss on disposal of businesses was $9.2 million and ($11.5) million for 2015 and 2014, respectively. For 2015, the loss was primarily related to the strategic divestments of non-core businesses in our Rigid Industrial Packaging & Services segment. For 2014, the gain was primarily related to the sale of our multiwall packaging business.

Operating Profit

Operating profit was $192.8 million for 2015 compared with $249.3 million for 2014. The $56.5 million decrease consisted of $42.0 million and $1.7 million increases in the Flexible Products & Services segment and the Land Management segment respectively offset by $83.7 million and $16.5 million decrease in the Rigid Industrial Packaging & Services segment and the Paper Packaging segment respectively. Factors that contributed to the $56.5 million decrease, when compared to 2014, were lower gross profit of $141.2 million, primarily due to foreign exchange translation and pricing pressures, higher restructuring charges of $23.9 million, higher non-cash asset impairment charges of $10.4 million, lower gains on disposal of businesses, net of $20.7 million, and lower gains on disposal of properties, plants and equipment, net of $1.3 million, which were partially offset by lower SG&A expenses of $83.5 million, lower goodwill impairment charges of $50.3 million, and higher timberland gains of $7.2 million.

EBITDA

EBITDA was $324.2 million and $395.6 million for 2015 and 2014, respectively. The $71.4 million decrease was primarily due to the same factors that impacted operating profit. Depreciation, depletion and amortization expense was $134.6 million for 2015 compared with $155.8 million for 2014. The decrease in depreciation, depletion and amortization expense was primarily due to foreign currency translation and the impact of divestitures.

Trends

In fiscal year 2016, we expect our results to benefit from further execution of our transformation efforts. These improvements are expected to be achieved despite the continuation of a sluggish global industrial economy and continued strengthening of the U.S. dollar relative to other currencies adversely impacting our results.

Segment Review

Rigid Industrial Packaging & Services

Key factors influencing profitability in the Rigid Industrial Packaging & Services segment are:

 

    Selling prices, product mix, customer demand and sales volumes;

 

    Raw material costs (primarily steel, resin, containerboard and used industrial packaging for reconditioning);

 

    Energy and transportation costs;

 

    Benefits from executing the Greif Business System;

 

    Restructuring charges;

 

23


Table of Contents
    Divestiture of businesses and facilities; and

 

    Impact of foreign currency translation.

Net sales decreased 15.9 percent to $2,586.4 million in 2015 from $3,077.0 million in 2014. The decrease in net sales was primarily due to the negative impact of foreign currency translation of 10.3 percent. Changes in prices and product mix decreased sales by 2.7 percent and a net volume decrease caused another 2.9 percent decline, primarily due to the impact of divestitures, from 2014 to 2015. Volumes improved sales by 3.6 percent in Europe, offset by a 6.2 percent impact due to decreased prices and product mix, whereas North America sales decreased 6.3 percent due to the impact of volumes and 5.2 percent due to the impact of price and product mix from 2014 to 2015.

Gross profit was $463.4 million for 2015 compared with $553.4 million for 2014. The $90.0 million decrease in gross profit was primarily due to the negative impact of foreign currency translation of $63.2 million, a writedown of the value of inventory in Venezuela of $9.3 million as part of the overall balance sheet remeasurement as discussed in Note 1 to the Consolidated Financial Statements included in Item 8 of this Form 10-K, divestitures and facility closings, a decrease in raw material prices in North America and pricing pressure in Europe and Asia. Gross profit margins increased to 17.3 percent from 14.9 percent in Asia Pacific for 2015 compared to 2014, respectively, and decreased to 11.1 percent from 14.4 percent in Latin America for 2015 compared to 2014, respectively. Gross profit margins were flat in North America and Europe.

Operating profit was $86.4 million for 2015 compared with $170.1 million for 2014. The $83.7 million decrease was primarily attributable to the approximately $20.6 million negative impact of foreign currency translation, higher restructuring and non-cash asset impairment charges of $51.8 million, and the same factors impacting the decline in gross profit, partially offset by a decrease of $7.6 million on loss on sale of properties, plants, equipment and businesses, net and reductions in SG&A as a result of our transformation efforts. On a geographic basis, for 2015, operating profit increased $10.6 million in Asia Pacific and decreased $39.8 million in Europe, $36.7 million in North America, and $25.9 million in Latin America. The improvement in Asia Pacific was primarily due to improvements in gross profit margin discussed above as well as an increase in gain on sale of properties, plants and equipment and businesses, net of $8.3 million. The decrease in Europe was primarily due to currency translation and higher non-cash asset impairment and restructuring charges of $21.4 million, partially offset by an increase in gain on sales of properties, plants and equipment and businesses, net of $11.0 million. The decrease in North America included a decrease in gain on sales of properties, plants and equipment and business, net of $14.2 million, an increase in non-cash asset impairment charges of $8.8 million, and an increase in restructuring charges of $7.1 million. Excluding the impact of the above-noted items, operating profit in North America decreased $6.6 million for 2015 compared to 2014. The decrease in Latin America was primarily due to the impact of the Venezuela inventory adjustment and non-cash asset impairment charges totaling $24.5 million.

EBITDA was $179.1 million for 2015 compared with $271.7 million for 2014. The $92.6 million decrease was due to the same factors that impacted the segment’s operating profit, as described above. Depreciation, depletion and amortization expense was $94.0 million for 2015 compared with $108.4 million for 2014.

Paper Packaging

Key factors influencing profitability in the Paper Packaging segment are:

 

    Selling prices, product mix, customer demand and sales volumes;

 

    Raw material costs, primarily old corrugated containers;

 

    Energy and transportation costs; and

 

    Benefits from executing the Greif Business System.

Net sales decreased 4.3 percent to $676.1 million for 2015 compared with $706.8 million for 2014. This decrease was attributable to the impact of 2014 divestitures, the extended maintenance outage at the Riverville facility for a longer period of time in 2015 compared to 2014 due to a capital improvement project, partially offset by slightly higher volumes in our sheet business during 2015 compared to 2014.

Gross profit was $163.5 million for 2015 compared with $182.8 million for 2014. This decrease was due to the same factors that impacted the segment’s sales, as described above. The adjustments primarily impacted cost of products sold. Gross profit margin was 24.2 percent and 25.9 percent for 2015 and 2014, respectively.

Operating profit was $109.3 million for 2015 compared with $125.8 million for 2014. The decrease was primarily due to the same factors impacting net sales and gross profit, as described above.

EBITDA was $138.4 million for 2015 compared with $155.6 million for 2014. This decrease was due to the same factors that impacted the segment’s operating profit, as described above. Depreciation, depletion and amortization expense was $28.7 million and $29.8 million for 2015 and 2014, respectively.

 

24


Table of Contents

Flexible Products & Services

Key factors influencing profitability in the Flexible Products & Services segment are:

 

    Selling prices, product mix, customer demand and sales volumes;

 

    Raw material costs, primarily resin;

 

    Energy and transportation costs;

 

    Benefits from executing the Greif Business System;

 

    Restructuring charges;

 

    Divestiture of businesses and facilities; and

 

    Impact of foreign currency translation.

Net sales decreased 24.2 percent to $322.6 million for 2015 compared with $425.8 million for 2014. This decrease was attributable to volume decreases of 16.5 percent (primarily due to reduced sales of $39.5 million as a result of the sale of our multiwall packaging business in August 2014), and the negative impact of foreign currency translation of 11.7 percent for 2015 compared with 2014, partially offset by an increase in selling prices.

Gross profit was $33.8 million for 2015 compared with $62.7 million for 2014, a decrease of 46.1 percent. This decrease was due to the same factors impacting net sales, as described above. Gross profit margin decreased to 10.5 percent for 2015 from 14.7 percent for 2014.

Operating loss was $36.6 million for 2015 compared with an operating loss of $78.6 million for 2014. This decrease in operating loss was primarily due to a decrease in non-cash asset impairment charges of $72.5 million for 2015 compared with 2014 and SG&A cost savings realized as part of our transformation efforts, partially offset by the same factors impacting the segment’s net sales.

EBITDA was negative $30.3 million for 2015 compared with negative $68.0 million for 2014. This improvement was due to the same factors that impacted the segment’s operating loss, as described above. Depreciation, depletion and amortization expense was $8.6 million for 2015 compared with $13.3 million for 2014, respectively. This decrease was due to the impact of divestitures and facility closures.

Land Management

Key factors influencing profitability in the Land Management segment are:

 

    Planned level of timber sales;

 

    Selling prices and customer demand;

 

    Gains on timberland sales; and

 

    Gains on the disposal of development, surplus and HBU properties (“special use property”).

In order to maximize the value of our timber properties, we continue to review our current portfolio and explore the development of certain of these properties. This process has led us to characterize our property as follows:

 

    Surplus property, meaning land that cannot be efficiently or effectively managed by us, whether due to parcel size, lack of productivity, location, access limitations or for other reasons.

 

    HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling timber.

 

    Development property, meaning HBU land that, with additional investment, may have a significantly higher market value than its HBU market value.

 

    Core timberland, meaning land that is best suited for growing and selling timber.

We report the disposal of surplus and HBU property in our consolidated statements of income under “gain on disposals of properties, plants and equipment, net” and report the sale of development property under “net sales” and “cost of products sold.” All HBU and development property, together with surplus property, continues to be used by us to productively grow and sell timber until sold.

 

25


Table of Contents

Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to lakes or rivers, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review and re-characterization as circumstances change.

As of October 31, 2015, we estimated that there were approximately 21,175 acres in the United States of special use property, which we expect will be available for sale in the next five to seven years.

Net sales were $31.6 million and $29.5 million for 2015 and 2014, respectively. The increase in net sales was primarily due to the sale of the remaining 5,200 acres of development properties in Canada during the fourth quarter of 2015, partially offset by lower planned timber sales. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions and the age distribution of timber stands.

Operating profit was $33.7 million, including $24.3 million of gains relating to the sale of core timberland, in 2015 compared with operating profit of $32.0 million, including $17.1 million of gains relating to the sale of core timberland, in 2014.

EBITDA was $37.0 million and $36.3 million for 2015 and 2014, respectively. This increase was due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $3.3 million for 2015 compared with $4.3 million for 2014.

Other Income Statement Changes

Interest Expense, Net

Interest expense, net was $74.8 million and $81.8 million 2015 and 2014, respectively. The $7.0 million decrease was primarily due to lower interest rates in 2015 compared to 2014.

Other Expense, Net

Other expense, net was $3.2 million and $9.5 million for 2015 and 2014, respectively. The decrease in other expense was due to other income of $4.9 million related to the remeasurement of our Venezuelan monetary assets and liabilities during the year ended October 31, 2015.

U.S. and Non-U.S. Income before Income Tax Expense

Income before income tax expense derived from non-U.S. operations as a percentage of consolidated income before income tax expense increased from negative 10.8 percent to a positive 22.5 percent for the years ended October 31, 2014 and 2015, respectively. After eliminating the impact of timberland gains, restructuring charges, non-cash asset impairment charges, acquisition-related costs, gains and losses on the sales of businesses, remeasurement of our Venezuelan monetary assets and liabilities and the Venezuelan non-monetary inventory adjustment to net realizable value, income before income tax expense derived from non-U.S. operations as a percentage of consolidated income before income tax expense increased from 38.6 percent to 43.9 percent for the years ended October 31, 2014 and 2015, respectively. Refer to the following tables for details of the U.S and non-U.S income before income taxes results for the periods presented.

 

26


Table of Contents

Summary

 
     Year ended
October 31,
 
     2015     2014  

Non-U.S. % of Consolidated Net Sales

     53.3     55.0

U.S. % of Consolidated Net Sales

     46.7     45.0
  

 

 

   

 

 

 
     100.0     100.0
  

 

 

   

 

 

 

Non-U.S. % of Consolidated I.B.I.T.

     22.5     -10.8

U.S. % of Consolidated I.B.I.T.

     77.5     110.8
  

 

 

   

 

 

 
     100.0     100.0
  

 

 

   

 

 

 

Non-U.S. % of Consolidated I.B.I.T. before Special Items

     43.9     38.6

U.S. % of Consolidated I.B.I.T. before Special Items

     56.1     61.4
  

 

 

   

 

 

 
     100.0     100.0
  

 

 

   

 

 

 

Non-U.S. I.B.I.T. Reconciliation

 
     Year ended
October 31,
 
     2015     2014  

Non-U.S. I.B.I.T.

     25.8        (17.0

Non-cash asset impairment charges

     35.3        79.8   

Restructuring charges

     27.3        14.9   

(Gain) Loss on sale of businesses

     (9.4     11.5   

Impact of Venezuela devalutaion on cost of goods sold

     9.3        —     

Impact of Venezuela devalutaion on other income/expense

     (4.9     —     
  

 

 

   

 

 

 

Total Non-U.S. Special Items

     57.6        106.2   
  

 

 

   

 

 

 

Non-U.S. I.B.I.T. before Special Items

     83.4        89.2   
  

 

 

   

 

 

 

U.S. I.B.I.T. Reconciliation

 
     Year ended
October 31,
 
     2015     2014  

U.S. I.B.I.T.

     89.0        175.0   

Non-cash asset impairment charges

     10.6        6.0   

Timberland gains

     (24.3     (17.1

Restructuring charges

     12.7        1.2   

(Gain) Loss on sale of businesses

     18.6        (23.0
  

 

 

   

 

 

 

Total U.S. Special Items

     17.6        (32.9
  

 

 

   

 

 

 

U.S. I.B.I.T. before Special Items

     106.6        142.1   
  

 

 

   

 

 

 

 

* Income Before Income Tax expense = I.B.I.T.

Income Tax Expense

We have operations in over 50 countries worldwide. Operations outside of the United States are subject to additional risks that may not exist, or be as significant, within the United States. Our global operations in these countries results in the need to address complex and varying tax systems on a constantly changing basis.

Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses as of the balance sheet date. The multitude of tax jurisdictions, with varying laws, creates a level of uncertainty, and significant judgment is required when addressing the complex tax systems. Our effective tax rate and the amount of taxes we pay are dependent upon various factors including the following: the laws and regulations of the tax jurisdictions in which income is earned; the recognition of permanent book/tax basis differences realized through non-deductible goodwill; the ability to realize deferred tax assets at certain international subsidiaries; negotiation and dispute resolution with taxing authorities in the U.S. and international jurisdictions; and changes in tax laws, regulations, administrative rulings and common law.

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized currently for the expected future tax consequences of temporary differences between the financial reporting and the tax bases of assets and liabilities. This method includes an estimate of the future realization of tax losses. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled.

During 2015, our effective tax rate was 42.2 percent compared to 72.8 percent for 2014. The effective tax rate for 2014 was impacted by a combination of factors as described for 2015 below.

 

27


Table of Contents

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In making this assessment, we consider applicable facts and circumstances, such as the scheduled reversal of deferred tax assets and liabilities, projected future sources of taxable income, and certain tax planning strategies. A valuation allowance is recognized for the portion of the deferred tax assets that is not expected to be realized.

During 2015, the valuation allowance account decreased by $19.0 million, which consisted of the following: $17.9 million of currency translations; $3.4 million of net increases in new valuation allowances; and $4.5 million net incremental decreases against net operating losses and other net deferred tax assets. The impact of the decrease in valuation allowances were not material to our 2015 effective tax rate.

During 2014, the valuation allowance account increased by $29.5 million, which consisted of the following: $20.0 million of net increases in new valuation allowances; and $9.5 million of incremental net increases against current year net operating losses and other net deferred tax assets. The $20.0 million of increases in new valuation allowances were primarily related to the jurisdictions of Belgium, Germany, and the Netherlands. The additional $9.5 million of incremental net increases against current year net operating losses and other net deferred tax assets were primarily related to the jurisdictions of Brazil, China, Germany and the Kingdom of Saudi Arabia. As of October 31, 2014, it was estimated that it is more likely than not that these deferred tax assets will not be realized. In 2014, our total valuation allowances, substantially related to non-U.S. jurisdictions, contributed 18.7% to our effective tax rate.

We analyze potential income tax liabilities related to uncertain tax positions in the United States and international jurisdictions. The analysis of potential income tax liabilities results in estimates of income tax liabilities recognized for uncertain tax positions following the guidance of Accounting Standards Codification (“ASC”) 740, “Income Taxes”. The estimation of potential tax liabilities related to uncertain tax positions involves significant judgment in evaluating the impact of uncertainties in the application of ASC 740 and other complex tax laws. We periodically analyze both potential income tax liabilities and existing liabilities for uncertain tax positions resulting in both new reserves and adjustments to existing reserves in light of changing facts and circumstances. This includes the release of existing liabilities for uncertain tax positions based on the expiration of statutes of limitation. During 2015 and 2014, recognition of uncertain tax positions increased due to new positions primarily attributable to non-U.S. jurisdictions. Uncertain tax positions contributed 2.5 percent to our effective tax rate in 2015.

The ultimate resolution of potential income tax liabilities may result in a payment that is materially different from our current estimate of income tax liabilities recognized as liabilities for uncertain tax positions. If our estimates recognized under the standards of ASC 740 prove to be different than what is ultimately determined, there is inherent risk that such resolution could have a material impact on our financial condition and results of operations.

While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe that our tax accounts related to uncertain tax positions are appropriately stated.

During 2014, we disposed of certain operations, including the divestiture of a nonstrategic business in the Rigid Industrial Packaging & Services segment in third quarter and our multiwall packaging business, which resulted in gains and losses recognized, including an amount related to goodwill of $13.6 million and $21.8 million, respectively, which did not have a tax basis. Moreover, our Flexible Products & Services reporting unit recognized the impairment of goodwill of $50.3 million that did not have tax basis. For 2014, the combination of these items contributed 15.6 percent to our effective tax rate.

As of October 31, 2015, we had not recognized U.S. deferred income taxes on a cumulative total of $552 million of undistributed earnings from certain non-U.S. subsidiaries. Our intention is to reinvest these earnings indefinitely outside the U.S., or to repatriate the earnings only when it is tax-efficient to do so. Therefore, no U.S. tax provision has been accrued related to the repatriation of these earnings. It is not practicable to estimate the amount of any additional taxes which may be payable on the undistributed earnings given the various alternatives we could employ should we decide to repatriate these earnings in the future.

Refer to Note 12 to the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion.

Equity earnings of unconsolidated affiliates, net of tax

We recorded $0.8 million and $1.9 million of equity earnings of unconsolidated affiliates, net of tax, during 2015 and 2014, respectively.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests represents the portion of earnings from the operations of our majority owned subsidiaries that was added to net income to arrive at net income attributable to us. Net loss attributable to noncontrolling interests was $4.7 million and $46.6 million for 2015 and 2014, respectively. The decrease in net loss attributable to noncontrolling interests was due to the overall decrease in the net operating loss of the Flexible Packaging JV due to the goodwill impairment recorded in the year ended October 31, 2014.

Net income attributable to Greif, Inc.

Based on the factors noted above, net income attributable to Greif, Inc. decreased $19.6 million to $71.9 million in 2015 from $91.5 million in 2014.

 

28


Table of Contents

Year 2014 Compared to Year 2013

Net Sales

Net sales were $4,239.1 million for 2014 compared with $4,219.9 million for 2013. The $19.2 million increase in 2014 compared with 2013 was attributable to Paper Packaging ($30.8 million increase), Rigid Industrial Packaging & Services ($14.9 million increase), Land Management ($3.6 million decrease), and Flexible Products & Services ($22.9 million decrease).

The 0.5 percent increase in net sales for 2014 compared with 2013 was primarily due to an increase in sales prices of 2.5 percent, partially offset by a decrease in sales volumes of 0.8 percent and a 1.2 percent negative impact of foreign currency translation. Volumes decreased in the Rigid Industrial Packaging & Services and the Flexible Packaging & Services segment with prices increasing in all segments.

Operating Costs

Gross profit decreased to $811.0 million for 2014 from $832.2 million for 2013. Gross profit margin was 19.1 percent for 2014 versus 19.7 percent for 2013. The decrease in gross profit margin was principally due to lower volumes in the Rigid Industrial Packaging & Services segment of 0.6 percent and the Flexible Packaging & Services segment of 5.9 percent partially offset by price and volume increases in the Paper Packaging segment of 3.2 percent and 1.4 percent, respectively.

Selling, general and administrative (“SG&A”) expenses were $496.7 million, or 11.7 percent of net sales, in 2014 compared with $477.3 million, or 11.3 percent of net sales, in 2013. The $19.4 million increase in SG&A expenses was primarily due to higher professional fees of $6.7 million, salaries of $4.2 million and bad debt of $3.7 million.

Restructuring Charges

Restructuring charges were $16.1 million and $4.8 million for 2014 and 2013, respectively. Restructuring charges for 2014 consisted of $12.0 million in employee separation costs and $4.1 million in other costs primarily consisting of lease termination costs, professional fees and other miscellaneous exit costs. These charges were related to the rationalization of operations and closing underperforming assets in both the Flexible Products & Services and Rigid Industrial Packaging & Services segments. Eight plants were closed during 2014, and 850 employees were severed throughout the year as part of our restructuring efforts. Anticipated cost savings related to current year restructuring activity is expected to be approximately $16.8 million with payback periods ranging from one to five years among the plans. As of October 31, 2014, $9.2 million of restructuring charges were anticipated, but were not yet incurred. Restructuring charges for 2013 consisted of $2.8 million in employee separation costs and $2.0 million in other costs primarily consisting of lease termination costs, professional fees and other miscellaneous exit costs. These charges were related to the consolidation of operations in the Rigid Industrial Packaging & Services. No plants were closed during 2013, but 278 employees were severed during 2013 as part of our restructuring efforts. The anticipated cost savings related to fiscal year 2013 restructuring activity was expected to be approximately $7.7 million with a payback period of less than one year which were mostly realized throughout 2014. For restructuring activities entered into in 2014 and 2013, actual cost savings realized were not materially different than those anticipated. Refer to Note 7 – Restructuring Charges, within the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K.

Impairment Charges

Goodwill impairment charges were $50.3 million for 2014. These charges were related to the impairment of all goodwill within our Flexible Products & Services segment. There were no goodwill impairment charges for 2013.

Non-cash asset impairment charges were $35.5 million and $31.4 million for 2014 and 2013, respectively. In 2014, these charges were primarily related to the fabric hub in the Kingdom of Saudi Arabia in the Flexible Products & Services segment and various other locations in both the Flexible Products & Services segment and Rigid Industrial Packaging & Services segment compared to impairment charges in 2013 related to various locations in the Rigid Industrial Packaging & Services segment and Flexible Products & Services segment.

Acquisition-Related Costs

Acquisition-related costs were $1.6 million and $0.8 million for 2014 and 2013, respectively. For 2014, these costs included $1.1 million of acquisition-related costs and $0.5 million of post-acquisition integration costs. For 2013, these costs included $0.4 million of acquisition-related costs and $0.4 million of post-acquisition integration costs attributable to acquisitions completed during 2011.

Operating Profit

Operating profit was $249.3 million and $341.6 million in 2014 and 2013, respectively. The $92.3 million decrease was due to lower results in Land Management ($0.7 million), Rigid Industrial Packaging & Services ($26.7 million), and Flexible Products & Services ($66.9 million), partially offset by higher results in Paper Packaging ($2.0 million); compared with 2013. The decrease compared to 2013 is primarily attributable to an increase in non-cash asset impairment charges of $54.4 million, higher SG&A costs of $19.4 million, adverse weather-related conditions in two of our business segments and the negative impact of foreign currency translation.

 

29


Table of Contents

EBITDA

EBITDA was $395.6 million and $486.1 million for 2014 and 2013, respectively. The $90.5 million decrease was primarily due to the same segment results that impacted operating profit. Depreciation, depletion and amortization expense was $155.8 million for 2014 compared with $157.6 million for 2013.

Segment Review

Rigid Industrial Packaging & Services

Net sales were $3,077.0 million for 2014 compared with $3,062.1 million for 2013 The 0.5 percent increase in net sales for 2014 compared with 2013 was primarily due to a 2.8 percent increase in sales prices primarily from the pass-through of higher raw material costs to customers offset by a 0.6 percent decrease in volumes and a 1.7 percent negative impact of foreign currency translation.

Gross profit was $553.4 million and $555.5 million for 2014 and 2013, respectively. Gross profit margin decreased to 18.0 percent from 18.1 percent for 2014 and 2013, respectively.

Operating profit was $170.1 million and $196.8 million for 2014 and 2013, respectively. The $26.7 million decrease was primarily due to a $9.1 million non-cash loss on the sale of a business, increases in SG&A expenses of $20.2 million primarily due to professional fees and higher restructuring costs and the impact of adverse weather-related conditions in North America during the first two quarters of 2014.

EBITDA was $271.7 million and $295.3 million for 2014 and 2013, respectively. This decrease was due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $108.4 million for 2014 compared with $107.4 million for 2013.

Paper Packaging

Net sales were $706.8 million for 2014 compared with $676.0 million for 2013. The 4.6 percent increase in net sales for 2014 compared with 2013 was primarily due to a 3.2 percent increase in sales prices due to implementation and realization of two containerboard price increases since the third quarter of 2012 and a 1.4 percent increase in volumes.

Gross profit was $182.8 million for 2014 compared with $179.8 million for 2013. This increase was primarily due to higher selling prices, partially offset by input and logistic costs associated with adverse weather-related conditions during the first two quarters of 2014. Gross profit margin decreased to 25.9 percent from 26.6 percent for 2014 and 2013, respectively.

Operating profit was $125.8 million and $123.8 million for 2014 and 2013, respectively. The $2.0 million increase was primarily due to higher prices and higher volumes.

EBITDA was $155.6 million and $154.3 million for 2014 and 2013, respectively. This increase was due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $29.8 million for 2014 compared with $30.3 million for 2013.

Flexible Products & Services

Net sales were $425.8 million for 2014 compared with $448.7 million for 2013. The 5.1 percent decrease in net sales for 2014 compared with 2013 was primarily due to a 5.9 percent decrease in sales volumes related to the continuing impact of the occupation of our manufacturing facility in Turkey during the second quarter of 2014 and reduced sales of approximately $13 million as the result of the sale of our multiwall packaging business during the fourth quarter of 2014 offset by a 0.6 percent increases in prices due to the pass-through of higher polypropylene costs to customers and a positive 0.2 percent impact of foreign currency translation compared with 2013.

Gross profit was $62.7 million for 2014 versus $80.5 million for 2013. Gross profit margin was 14.7 percent and 17.9 percent for 2014 and 2013, respectively. The decrease in gross profit margin was primarily due to the impact of the occupation of our manufacturing facility in Turkey during the second quarter of 2014, which has resulted in higher costs incurred to find alternative supply sources to satisfy customers and the sale of our multiwall packaging business during the fourth quarter of 2014.

There was an operating loss of $78.6 million for 2014 compared with an operating loss of $11.7 million for 2013. The decrease was due to the negative impact of the non-cash asset impairment charges and the occupation of our manufacturing facility in Turkey during the second quarter of 2014, partially offset by the gain on the sale of our multiwall packaging business during the fourth quarter of 2014.

EBITDA was negative $68.0 million in 2014 compared with negative $0.9 million for 2013. This decrease was due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $13.3 million for 2014 compared with $15.2 million for 2013.

 

30


Table of Contents

Land Management

Net sales were $29.5 million and $33.1 million for 2014 and 2013, respectively, primarily due to lower planned timber sales. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions and the age distribution of timber stands.

Operating profit was $32.0 million, including $17.1 million of gains relating to the sale of timberland, in 2014 compared with operating profit of $32.7 million, including $17.3 million of gains relating to the sale of timberland, in 2013.

EBITDA was $36.3 million and $37.4 million for 2014 and 2013, respectively. This decrease was due to the same factors that impacted the segment’s operating profit. Depreciation, depletion and amortization expense was $4.3 million for 2014 compared with $4.7 million for 2013.

As of October 31, 2014, we estimated that there were approximately 31,550 acres in Canada and the United States of special use property, which we expect will be available for sale in the next five to seven years.

Other Income Statement Changes

Interest Expense, Net

Interest expense, net was $81.8 million and $83.8 million 2014 and 2013, respectively. The $2.0 million decrease was primarily due to lower interest rates in 2014 compared to 2013.

Debt Extinguishment Charges

There were no debt extinguishment charges for 2014 compared with $1.3 million for 2013. The 2013 debt extinguishment charge related to amending and restating our senior secured credit agreement during the first quarter of 2013.

Other Expense, Net

Other expense, net was $9.5 million and $13.1 million for 2014 and 2013, respectively.

Income Tax Expense

Our effective tax rate was 72.8 percent compared to 40.6 percent for 2013. The effective tax rate for 2014 was impacted by a combination of factors as described for 2014 below.

We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In making this assessment, we consider applicable facts and circumstances, such as the scheduled reversal of deferred tax assets and liabilities, projected future taxable income, and certain tax planning strategies. For the deferred tax assets we have determined will not be realized, a valuation allowance is recognized.

Our $29.5 million increase in valuation allowances during 2014 consists of the following: $20.0 million of net increases in new valuation allowances; and $9.5 million of incremental net increases against current year net operating losses and other net deferred tax assets. The $20.0 million of increases in new valuation allowances were primarily related to the jurisdictions of Belgium, Germany, and the Netherlands. The additional $9.5 million of incremental net increases against current year net operating losses and other net deferred tax assets were primarily related to the jurisdictions of Brazil, China, Germany and the Kingdom of Saudi Arabia. As of October 31, 2014, it was estimated that it is more likely than not that these deferred tax assets will not be realized.

 

31


Table of Contents

For 2014, our total valuation allowances, substantially related to non-U.S. jurisdictions, contributed 18.7% to our effective tax rate.

We analyze potential income tax liabilities related to uncertain tax positions in the United States and international jurisdictions. The analysis of potential income tax liabilities results in estimates of income tax liabilities recognized for uncertain tax positions following the guidance of ASC 740, “Income Taxes”. The estimation of potential tax liabilities related to uncertain tax positions involves significant judgment in evaluating the impact of uncertainties in the application of ASC 740 and other complex tax laws. We periodically analyze both potential income tax liabilities and existing liabilities for uncertain tax positions resulting in both new reserves and adjustments to existing reserves in light of changing facts and circumstances. This includes the release of existing liabilities for uncertain tax positions based on the expiration of statutes of limitation. During 2014, recognition of uncertain tax positions increased due to new positions primarily attributable to non-U.S. jurisdictions. Uncertain tax positions contributed 7.2 percent to our effective tax rate in 2014.

The ultimate resolution of potential income tax liabilities may result in a payment that is materially different from our current estimate of income tax liabilities recognized as liabilities for uncertain tax positions. If our estimates recognized under the standards of ASC 740 prove to be different than what is ultimately determined, there is inherent risk that such resolution could have a material impact on our financial condition and results of operations.

While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe that our tax accounts related to uncertain tax positions are appropriately stated.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through October 31, 2015 under ASC 740. Our estimate is based on lapses of the applicable statutes of limitations, settlements and payments of uncertain tax positions. The estimated net decrease in unrecognized tax benefits for the next 12 months ranges from $0 to $5.5 million. Actual results may differ materially from this estimate.

During 2014, we disposed of certain operations including the divestiture of a nonstrategic business in the Rigid Industrial Packaging & Services segment in third quarter and our multiwall packaging business in the fourth quarter, which resulted in gains and losses recognized, including an amount related to goodwill of $13.6 million and $21.8 million, respectively, which did not have a tax basis. Moreover, our Flexible Products & Services reporting unit recognized the impairment of goodwill of $50.3 million that did not have tax basis. For 2014, the combination of these items contributed 15.6 percent to our effective tax rate.

During 2014, we completed a review of the income tax accounts of our non-U.S. subsidiaries. This process resulted in our recognition of adjustments to our income tax balances and resulted in a material weakness in the internal controls over financial reporting in our income tax accounting process related to non-U.S. subsidiaries.

As of October 31, 2014, we had not recognized U.S. deferred income taxes on a cumulative total of $566.6 million of undistributed earnings of our non-U.S. subsidiaries. It is our assertion that as of October 31, 2014 such earnings are permanently reinvested outside of the U.S. Determining the unrecognized deferred tax liability related to investments in these non-U.S. subsidiaries that are indefinitely reinvested is not practicable.

Refer to Note 12 to the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion.

Equity earnings of unconsolidated affiliates, net of tax

We recorded $1.9 million and $2.9 million of equity earnings of unconsolidated affiliates, net of tax, during 2014 and 2013, respectively.

Net( income) loss attributable to noncontrolling interests

Net (income) loss attributable to noncontrolling interests represents the portion of earnings from the operations of our majority owned subsidiaries that was (deducted from) added to net income to arrive at net income attributable to us. Net (income) loss attributable to noncontrolling interests was $46.6 million and ($2.8) million for 2014 and 2013, respectively.

Net income attributable to Greif, Inc.

Based on the foregoing, net income attributable to Greif, Inc. decreased $53.2 million to $91.5 million in 2014 from $144.7 million in 2013.

OTHER COMPREHENSIVE INCOME CHANGES

Foreign currency translation.

In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States Dollars at the rate of exchange existing at the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the effects of translating assets and liabilities of our international operations, are presented in the consolidated statements of changes in equity in accumulated other comprehensive income (loss). Transaction gains and losses on foreign currency transactions denominated in a currency other than our functional currency are credited or charged to income. The amounts included in other (income) expense, net related to transactions, were $1.1 million, $3.9 million and $0.8 million for 2015, 2014 and 2013, respectively.

 

32


Table of Contents

Minimum pension liability, net

Change in minimum pension liability, net for 2015 and 2014 was $9.0 million and ($34.7) million, respectively. The increase in comprehensive income (loss) resulting from the change in minimum pension liability, net was primarily attributable to an increase in discount rates in the United States.

BALANCE SHEET CHANGES

Working capital changes

The $97.6 million decrease in accounts receivable to $403.7 million as of October 31, 2015 from $501.3 million as of October 31, 2014 was primarily due to timing of collections and the impact of foreign currency translation.

The $84.1 million decrease in inventories to $297.0 million as of October 31, 2015 from $381.1 million as of October 31, 2014 was primarily due to the negative impact of foreign currency translation and divestitures completed during the twelve months ended October 31, 2015.

The $115.8 million decrease in accounts payable to $355.3 million as of October 31, 2015 from $471.1 million as of October 31, 2014 was primarily due to the timing of payments, benefits from early payment discounts where financially justified, impact of foreign currency translation, divestitures completed during the twelve months ended October 31, 2015, and eliminations of compensation payables resulting from a shift to an in-house labor model in a facility within our Flexible Products & Services segment.

Other balance sheet changes

The $73.1 million decrease in goodwill to $807.1 million as of October 31, 2015 from $880.2 million as of October 31, 2014 was due to the negative impact of foreign currency translation and the allocation of goodwill to divestitures and businesses held for sale.

The $33.8 million decrease in other intangible assets to $132.7 million as of October 31, 2015 from $166.5 million as of October 31, 2014 was primarily due to the negative impact of foreign currency translation and the intangible assets sold as part of the sales of businesses.

The $90.6 million decrease in properties, plants and equipment to $1,217.7 million as of October 31, 2015 from $1,308.3 million as of October 31, 2014 was primarily due to the negative impact of foreign currency translation, non-cash asset impairments, and the divestitures completed during the twelve months ended October 31, 2015.

The $28.8 million increase in long-term debt to $1,116.2 million as of October 31, 2015 from $1,087.4 million as of October 31, 2014 was attributable to increased working capital needs, partially offset by the impact of foreign currency translation.

The $112.1 million increase in foreign currency translation loss to $256.6 million as of October 31, 2015 from a loss of $144.5 million as of October 31, 2014 was primarily due to the weakening of several key foreign currencies compared with the U.S. Dollar.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facility and the senior notes we have issued and, to a lesser extent, proceeds from our trade accounts receivable credit facility and proceeds from the sale of our non-United States accounts receivable. We use these sources to fund our working capital needs, capital expenditures, cash dividends, common stock repurchases and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facility, proceeds from our U.S. trade accounts receivable credit facility and proceeds from the sale of our non-United States accounts receivable will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months. However, if funds held outside the U.S. are needed for operations in the U.S., we would be required to accrue and pay U.S. taxes to repatriate them. For those international earnings considered to be permanently reinvested, we currently have no plans or intentions to repatriate such funds for U.S. operations.

We account for our operations in Venezuela using hyperinflationary accounting. As a result of recent government action and significant continued devaluation of the Bolivar, we reconsidered which of the available exchange rates best reflects the economics of our business activities there and, as a result, remeasured our local-currency denominated balance sheet using the SIMADI exchange rate during the third quarter of 2015. The impact of that remeasurement was a $19.4 million non-deductible charge to net income and a remaining net investment in Venezuela of approximately $0.5 million as of October 31, 2015. Venezuelan operations are translated using the SIMADI rate from August 1, 2015 forward. Our Venezuelan operations have not historically been, and are not expected to be, a significant portion of our consolidated operations.

 

33


Table of Contents

Capital Expenditures

During 2015, 2014 and 2013, we invested $141.3 million (excluding $38.4 million for timberland properties), $137.9 million (excluding $56.8 million for timberland properties), and $136.4 million (excluding $9.0 million for timberland properties) in capital expenditures, respectively.

We anticipate future capital expenditures, excluding the potential purchase of timberland properties, of approximately $110 million during the year ending October 31, 2016. These expenditures will replace and improve existing equipment and fund new facilities.

Sale of Non-United States Accounts Receivable

Certain of our international subsidiaries have entered into discounted receivables purchase agreements and factoring agreements (collectively, the “RPAs”) pursuant to which trade receivables generated from certain countries other than the United States and which meet certain eligibility requirements are sold to certain international banks or their affiliates. In particular, in April 2012, certain of our international subsidiaries entered into an RPA with affiliates of a major international bank (the “2012 RPA”). On April 20, 2015, Cooperage Receivables Finance B.V. and Greif Coordination Center BVBA amended and extended the term of the 2012 RPA for an additional two years. Under the 2012 RPA as amended, the number of entities participating in the agreement have decreased to now include only the following entities: Greif Belgium BVBA, EarthMinded Benelux N.V. (formerly Pack2pack Rumbeke N.V.), Greif Nederland B.V., Greif Italia S.p.A., Greif Plastics Italy Srl (formerly Fustiplast S.p.A.), Greif France S.A.S., Greif Packaging Spain S.A., Greif Germany GmbH, Greif Plastics Germany GmbH (formerly Fustiplast GmbH), and Greif Portugal S.A. Additionally, the terms have been amended to decrease the maximum amount of receivables that may be sold and outstanding under the agreement at any time to €100 million ($110.5 million as of October 31, 2015). A significant portion of the proceeds from the 2012 RPA was used to pay the obligations under previous RPAs, which were then terminated, and to pay expenses incurred in connection with this transaction. The subsequent proceeds from the RPAs are available for working capital and general corporate purposes. Under the terms of a performance and indemnity agreement, the performance obligations of our international subsidiaries under the 2012 RPA have been guaranteed by Greif, Inc.

Refer to Note 3 to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding these various RPAs.

Acquisitions and Divestitures

During 2015, we completed eight divestitures and no material acquisitions. The divestitures were of nonstrategic businesses, six in the Rigid Industrial Packaging & Services segment: and two in the Flexible Products & Services segment. The loss on disposal of businesses was $9.2 million for the year ended October 31, 2015 on proceeds of $19.6 million.

Refer to Note 2 to the Consolidated Financial Statements included in Item 8 of this Form 10-K for disclosures regarding our 2014 acquisitions and divestitures.

Borrowing Arrangements

Long-term debt is summarized as follows (Dollars in millions):

 

     October 31,
2015
     October 31,
2014
 

Amended Credit Agreement

   $ 217.4       $ 169.2   

Senior Notes due 2017

     300.7         301.2   

Senior Notes due 2019

     246.0         245.2   

Senior Notes due 2021

     219.4         252.5   

Amended Receivables Facility

     147.6         110.0   

Other long-term debt

     15.8         26.9   
  

 

 

    

 

 

 
     1,146.9         1,105.0   

Less current portion

     (30.7      (17.6
  

 

 

    

 

 

 

Long-term debt

   $ 1,116.2       $ 1,087.4   
  

 

 

    

 

 

 

Credit Agreement

We and two of our international subsidiaries have a senior secured credit agreement (the “Amended Credit Agreement”) with a syndicate of financial institutions.

The Amended Credit Agreement provides us with an $800 million revolving multicurrency credit facility and a $200 million term loan, both expiring in December 2017, with an option to add $250 million to the facilities with the agreement of the lenders. The $200 million term loan is scheduled to amortize by the payment of principal in the amount of $2.5 million each quarter-end for the first eight quarters, beginning January 2013, $5.0 million each quarter-end for the next twelve quarters and the payment of the remaining balance on the maturity date. In August 2014, we made an unscheduled principal payment on the term loan of $25 million. The remaining term loan balance is scheduled to amortize, beginning January 2015, by the payment of principal in the amount of $4.3 million over the next twelve quarters and the payment of the remaining balance on the maturity date. The revolving credit facility under the Amended Credit Agreement is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes and to finance acquisitions. Interest is based on a Eurodollar rate or a base rate that resets periodically plus an agreed upon margin amount. The total available borrowing under this facility was $706.3 million as of October 31, 2015, which included a reduction of $14.4 million for outstanding letters of credit, all of which is available without violating covenants. The weighted average interest rate under the Amended Credit Agreement was 1.63% for the year ended October 31, 2015.

 

34


Table of Contents

The Amended Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our total consolidated indebtedness, to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (“adjusted EBITDA”) to be greater than 4.00 to 1. The interest coverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our consolidated adjusted EBITDA for the preceding twelve month period to (b) our consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1 (the “Interest Coverage Ratio Covenant”). As of October 31, 2015, we were in compliance with these covenants.

The terms of the Amended Credit Agreement limit our ability to make “restricted payments,” which include dividends and purchases, redemptions and acquisitions of our equity interests. The repayment of amounts borrowed under the Amended Credit Agreement are secured by a security interest in the personal property of Greif, Inc. and certain of our United States subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our United States subsidiaries. The repayment of amounts borrowed under the Amended Credit Agreement is also secured, in part, by capital stock of the non-U.S. subsidiaries that are parties to the Amended Credit Agreement. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, we may request the release of such collateral. The payment of outstanding principal under the Amended Credit Agreement and accrued interest thereon may be accelerated and become immediately due and payable upon our default in its payment or other performance obligations or its failure to comply with the financial and other covenants in the Amended Credit Agreement, subject to applicable notice requirements and cure periods as provided in the Amended Credit Agreement.

Refer to Note 9 to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional disclosures regarding the Amended Credit Agreement.

Senior Notes

We have issued $300.0 million of our 6.75% Senior Notes due February 1, 2017. Proceeds from the issuance of these Senior Notes were principally used to fund the purchase of our previously outstanding senior subordinated notes and for general corporate purposes. These Senior Notes are general unsecured obligations of Greif, Inc. only, provide for semi-annual payments of interest at a fixed rate of 6.75%, and do not require any principal payments prior to maturity on February 1, 2017. These Senior Notes are not guaranteed by any of our subsidiaries and thereby are effectively subordinated to all of our subsidiaries’ existing and future indebtedness. The Indenture pursuant to which these Senior Notes were issued contains covenants, which, among other things, limit our ability to create liens on our assets to secure debt and to enter into sale and leaseback transactions. These covenants are subject to a number of limitations and exceptions as set forth in the Indenture. As of October 31, 2015, we were in compliance with these covenants.

We have issued $250.0 million of our 7.75% Senior Notes due August 1, 2019. Proceeds from the issuance of these Senior Notes were principally used for general corporate purposes, including the repayment of amounts outstanding under our revolving multicurrency credit facility under our then-existing credit agreement, without any permanent reduction of the commitments thereunder. These Senior Notes are general unsecured obligations of Greif, Inc. only, provide for semi-annual payments of interest at a fixed rate of 7.75%, and do not require any principal payments prior to maturity on August 1, 2019. These Senior Notes are not guaranteed by any of our subsidiaries and thereby are effectively subordinated to all of our subsidiaries’ existing and future indebtedness. The Indenture pursuant to which these Senior Notes were issued contains covenants, which, among other things, limit our ability to create liens on our assets to secure debt and to enter into sale and leaseback transactions. These covenants are subject to a number of limitations and exceptions as set forth in the Indenture. As of October 31, 2015, we were in compliance with these covenants.

Our Luxembourg subsidiary has issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These Senior Notes are fully and unconditionally guaranteed on a senior basis by Greif, Inc. A portion of the proceeds from the issuance of these Senior Notes was used to repay non-U.S. borrowings under the 2010 Credit Agreement, without any permanent reduction of the commitments thereunder, with the remaining proceeds available for general corporate purposes, including the financing of acquisitions. These Senior Notes are general unsecured obligations of the Luxembourg subsidiary and Greif, Inc. and provide for semi-annual payments of interest at a fixed rate of 7.375%, and do not require any principal payments prior to maturity on July 15, 2021. These Senior Notes are not guaranteed by any subsidiaries of the issuer or Greif, Inc. and thereby are effectively subordinated to all existing and future indebtedness of the subsidiaries of the issuer and Greif, Inc. The Indenture pursuant to which these Senior Notes were issued contains covenants, which, among other matters, limit our ability to create liens on our assets to secure debt and to enter into sale and leaseback transactions. These covenants are subject to a number of limitations and exceptions as set forth in the Indenture. As of October 31, 2015, we were in compliance with these covenants.

The assumptions used in measuring fair value of Senior Notes are considered level 2 inputs, which were based on observable market pricing for similar instruments.

Refer to Note 9 to the Consolidated Financial Statements included in Item 8 of this Form 10-K for additional disclosures regarding the Senior Notes discussed above.

 

35


Table of Contents

United States Trade Accounts Receivable Credit Facility

We and certain of our domestic subsidiaries have a United States Accounts Receivable Credit Facility (the “Receivables Facility”) with a financial institution. On December 1, 2015, the Receivables Facility was amended to reduce the amount of available proceeds from $170.0 million to $150.0 million. We initiated this amendment because we were not utilizing the full amount of the Receivables Facility and the reduction to the limit will reduce the facility fees payable under the Receivables Facility.

The Receivables Facility matures in September 2016. In addition, we can terminate the Receivables Facility at any time upon five days prior written notice. The Receivables Facility is secured by certain of our United States trade accounts receivables and bears interest at a variable rate based on the London InterBank Offered Rate (“LIBOR”) or an applicable base rate, plus a margin, or a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the Receivables Facility. The Receivables Facility also contains certain covenants and events of default, including a requirement that, at the end of any fiscal quarter, we will not permit the Interest Coverage Ratio Covenant to be less than 3.00 to 1 during the applicable trailing twelve-month period. As of October 31, 2015, we were in compliance with this covenant. Proceeds of the Receivables Facility are available for working capital and general corporate purposes. As of October 31, 2015, $147.6 million was outstanding under the Receivables Facility.

Refer to Note 9 of the Consolidated Financial Statements included in Item 8 of this Form 10-K for disclosures regarding the Receivables Facility.

Other

In addition to the amounts borrowed against the Amended Credit Agreement and proceeds from the Senior Notes and the Receivables Facility, as of October 31, 2015, we had outstanding other debt of $15.9 million in long-term debt and $40.7 million in short-term borrowings. There are no covenants associated with other debt.

As of October 31, 2015, annual maturities, including the current portion, of long-term debt under our various financing arrangements were $30.7 million in 2016, $467.0 million in 2017, $182.9 million in 2018, $246.0 million in 2019, and $220.3 million thereafter.

As of October 31, 2015 and 2014, we had deferred financing fees and debt issuance costs of $7.2 million and $10.3 million, respectively, which are included in other long-term assets.

Financial Instruments

Interest Rate Derivatives

As of October 31, 2015, we had no interest rate derivatives.

Through December 2014, we had two interest rate derivatives (floating to fixed swap agreements designated as cash flow hedges) with a total notional amount of $150 million. Under these swap agreements, we received interest based upon a variable interest rate from the counterparties and paid interest based upon a fixed interest rate. The assumptions that were used in measuring fair value of the interest rate derivatives were considered level 2 inputs, which were based on interest from the counterparties based upon LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements. These derivative instruments were designated and qualified as cash flow hedges. Accordingly, the effective portion of the gain or loss on these derivative instruments was reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affected earnings. The ineffective portion of the gain or loss on the derivative instrument was recognized in earnings immediately.

Losses reclassified to earnings under these contracts were $0.2 million, $0.9 million, and $0.8 million for the years ended October 31, 2015, 2014 and 2013, respectively. These losses were recorded within the consolidated statements of income as interest expense, net.

Foreign Exchange Hedges

We conduct business in major international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency revenues and expenses.

As of October 31, 2015, we had outstanding foreign currency forward contracts in the notional amount of $129.9 million ($122.4 million as of October 31, 2014). At October 31, 2015, these derivative instruments were designated and qualified as fair value hedges. Adjustments to fair value for fair value hedges are recognized in earnings, offsetting the impact of the hedged item. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally foreign exchange futures contracts. Losses recorded under fair value contracts were $6.0 million and $6.2 million for the twelve months ended October 31, 2015 and 2014, respectively. Gains recorded under fair value contracts were immaterial for the twelve months ended October 31, 2013.

 

36


Table of Contents

Contractual Obligations

As of October 31, 2015, we had the following contractual obligations (Dollars in millions):

 

            Payments Due by Period  
      Total      Less than 1
year
     1-3 years      3-5 years      After 5 years  

Long-term debt

   $ 1,369.8         42.8         756.4         261.2         309.4   

Short-term borrowing

     45.5         45.5         —           —           —     

Operating and capital lease obligations

     203.5         47.0         65.4         37.3         53.8   

Liabilities held by special purpose entities

     56.0         2.2         4.5         4.5         44.8   

Environmental liabilities

     8.2         0.7         3.0         2.5         2.0   

Current portion of long-term debt

     30.7         30.7         —           —           —     
  

 

 

 

Total

   $ 1,713.7       $ 168.9       $ 829.3       $ 305.5       $ 410.0   
  

 

 

 

 

Note: Amounts presented in the contractual obligation table include interest.

Environmental liabilities in the table above are estimates based on remediation plans, but payments could differ.

There are no near-term pension funding obligations for the next two years and the amount of obligations in future years is not reasonably estimable, therefore, they have been excluded from the contractual obligations table.

Our unrecognized tax benefits under ASC 740, “Income Taxes” have been excluded from the contractual obligations table because of the inherent uncertainty and the inability to reasonably estimate the timing of cash outflows.

Stock Repurchase Program and Other Share Acquisitions

Our Board of Directors has authorized the purchase of up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. As of October 31, 2015, we have repurchased 3,184,272 shares, including 1,425,452 shares of Class A Common Stock and 1,758,820 shares of Class B Common Stock, under this program, all of which were repurchased in prior years. There were no shares repurchased from November 1, 2012 through October 31, 2015.

Effects of Inflation

Inflation did not have a material impact on our operations during 2015, 2014 or 2013.

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 1 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the consolidated financial statements with useful and reliable information about our results of operations and financial condition. The following are the accounting policies that we believe are most important to the portrayal of our results of operations and financial condition and require our most difficult, subjective or complex judgments.

Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A – Risk Factors. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.

Assets and Liabilities Held for Sale. Assets and liabilities held for sale represent land, buildings and land improvements less accumulated depreciation as well as any other assets or liabilities that are held for sale in conjunction with the sale of a business. We record assets and liabilities held for sale in accordance with ASC 360 “Property, Plant, and Equipment,” at the lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the facility utilizing recent purchase offers, market comparables and/or data obtained from our commercial real estate broker. Our estimate as to fair value is regularly reviewed and subject to changes in the commercial real estate markets and our continuing evaluation as to the facility’s acceptable sale price.

Goodwill and Indefinite-Lived Intangibles. We account for goodwill in accordance with ASC 350, “Intangibles – Goodwill and Other.” Under ASC 350, purchased goodwill is not amortized, but instead tested for impairment either annually or when events and circumstances indicate an impairment may have occurred. Our reporting units contain goodwill that is assessed for impairment. Our reporting units consist of Rigid Industrial Packaging & Services – Americas; Rigid Industrial Packaging & Services – Europe, Middle East, Africa, and Asia Pacific; Paper Packaging; Flexible Products & Services; and Land Management. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. In conducting the annual impairment tests, the estimated fair value of each of our reporting units is compared to its carrying amount including goodwill. If the estimated fair value exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the estimated fair value, further analysis is performed to assess impairment. No reporting units were aggregated for purposes of conducting the annual impairment test.

 

37


Table of Contents

The Rigid Industrial Packaging & Services segment consists of the following two operating segments: Rigid Industrial Packaging & Services – Americas; and Rigid Industrial Packaging & Services – Europe, Middle East, Africa, and Asia Pacific. Both of these operating segments consist of multiple components that have discrete financial information available that is reviewed by segment management on a regular basis. We have evaluated these components and concluded that they are economically similar and should be aggregated into two separate reporting units. For the purpose of aggregating our reporting units, we review the long-term performance of gross profit margin and operating profit margin. Additionally, we review qualitative factors such as common customers, similar products, similar manufacturing processes, sharing of resources, level of integration, and interdependency of processes across components. We place greater weight on the qualitative factors outlined in ASC 280 “Segment Reporting” and consider the guidance in ASC 350 in determining whether two or more components of an operating segment are economically similar and can be aggregated into a single reporting unit. However, our assessment of the aggregation includes both qualitative and quantitative factors and is based on the facts and circumstances specific to the components.

Our determination of estimated fair value of the reporting units is based on a discounted cash flow analysis utilizing the income approach. Under this method, the principal valuation focus is on the reporting unit’s cash-generating capabilities. The discount rates used for impairment testing are based on our weighted average cost of capital. The use of alternative estimates, peer groups or changes in the industry, or adjusting the discount rate, earnings before interest, taxes, depreciation, depletion and amortization multiples or price earnings ratios used could affect the estimated fair value of the assets and potentially result in impairment. Any identified impairment would result in an adjustment to our results of operations.

We performed our annual impairment test in the fourth quarter of 2015 as of August 1. This test resulted in no impairment charges for reporting units Rigid Industrial Packaging & Services – Americas, Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific, and Paper Packaging. As of October 31, 2015, the estimated fair value of each of these reporting units was deemed to be substantially in excess of the carrying amount of assets and liabilities assigned to each reporting unit. Due to triggering events in the fourth quarter of 2014, we recorded an impairment charge of $50.3 million, which represented all of the goodwill associated with the Flexible Products & Services segment as the carrying amount of the Flexible Products & Services reporting unit exceeded the fair value of the Flexible Products & Services reporting unit. Refer to Note 6 in Item 8 of this Form 10-K for further information. Our annual impairment tests in fiscal 2014 and fiscal 2013 resulted in no additional impairment charges.

The following table summarizes the carrying amount of goodwill by reporting unit for the ended October 31, 2015 and 2014 (Dollars in millions):

 

     Rigid Industrial Packaging
& Services – Americas
     Rigid Industrial Packaging &
Services – Europe, Middle
East, Africa, and Asia Pacific
     Flexible
Products &
Services
     Paper
Packaging
     Land
Management
     Total  

Goodwill Balance as of

October 31, 2014

   $ 366.9       $ 453.8       $ —         $ 59.5       $ —         $ 880.2   

Goodwill Balance as of

October 31, 2015

   $ 350.4       $ 397.2       $ —         $ 59.5       $ —         $ 807.1   

We test for impairment of indefinite-lived intangible assets during the fourth quarter of each fiscal year as of August 1, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist.

Properties, Plants and Equipment. Depreciation on properties, plants and equipment is primarily provided on the straight-line method over the estimated useful lives of our assets.

 

38


Table of Contents

We believe that the lives and methods of determining depreciation are reasonable; however, using other lives and methods could provide materially different results.

Long-lived assets are grouped together at the lowest level, generally at the plant level, for which identifiable cash flows are largely independent of cash flows of other groups of long-lived assets. As events warrant, we evaluate the recoverability of long-lived assets, other than goodwill and other intangible assets, by assessing whether the carrying value can be recovered over their remaining useful lives through the expected future undiscounted operating cash flows of the underlying asset groups. Impairment indicators include, but are not limited to, a significant decrease in the market price of a long-lived asset; a significant adverse change in the manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; current period operating or cash flow losses combined with a history of operating or cash flow losses associated with the use of the asset; or a current expectation that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Future decisions to change our manufacturing processes, exit certain businesses, reduce excess capacity, temporarily idle facilities and close facilities could result in material impairment charges. Any impairment loss that may be required is determined by comparing the carrying value of the assets to their estimated fair value.

During the year ended October 31, 2015, we wrote down long-lived assets with a carrying value of $60.7 million to a fair value of $14.8 million, resulting in recognized asset impairment charges of $45.9 million. These charges include $15.0 million of impairment charges related to Venezuelan properties, plants, and equipment, net, $11.4 million of impairment charges related to assets recognized at fair value within our reconditioning business, $1.5 million of IT software assets that were identified as obsolete, $0.5 million other-than-temporary impairment of equity method investment within the Flexible Products & Services segment, $10.9 million of impairment charges related to plant closures within the Rigid Industrial Packaging & Services and Flexible Products & Services segments, and $6.6 million of various machinery and equipment determined to be obsolete.

During the year ended October 31, 2014 we wrote down long-lived assets with a carrying value of $58.0 million to a fair value of $22.5 million, resulting in recognized asset impairment charges of properties, plants and equipment of $35.5 million, consisting of: $11.5 million for assets in the Rigid Industrial Packaging & Services segment related to the third quarter 2014 impairment of assets to be sold for a loss in the fourth quarter 2014, underutilized and damaged equipment, and unutilized facilities in Europe; and $24.0 million for assets in Flexible Products & Services segment related to underutilized equipment and the shutdown of the fabric hub in the Kingdom of Saudi Arabia. The impairment charges in the Flexible Products & Services segment included $15.7 million related to assets valued based on their highest and best use.

Income Taxes. Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses as of October 31, 2015. The multitude of tax jurisdictions creates an inherent level of uncertainty, and significant judgment is required when applying the complex tax regulations when estimating our global tax position. Our effective tax rate and the amount of taxes we pay are dependent upon various factors including the following: the laws and regulations, and varying tax rates of the country tax jurisdictions in which income is earned; the recognition of permanent book/tax basis differences realized through divestitures and asset impairments; the ability to realize long term deferred tax assets at certain international subsidiaries; negotiation and dispute resolution with taxing authorities in the U.S. and international jurisdictions arising from federal, state and local country tax audits; changes in tax laws, regulations, administrative rulings and common law.

Refer to the Results of Operations in Management’s Discussion and Analysis and Note 12 to the Notes to Consolidated Financial Statements of this Form 10-K for further discussion.

Refer to Note 12 to the Notes to Consolidated Financial Statements in Item 8 of this Form 10-K for further discussion.

Pension and Postretirement Benefits. Pension and postretirement assumptions are significant inputs to the actuarial models that measure pension and postretirement benefit obligations and related effects on operations. Two assumptions – discount rate and expected return on assets – are important elements of plan expense and asset/liability measurement. We evaluate these critical assumptions at least annually on a plan and country-specific basis. At least annually, we evaluate other assumptions involving demographic factors, such as retirement age, mortality and turnover, and update them to reflect our experience and expectations for the future. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.

Accumulated and projected benefit obligations are measured as the present value of future cash payments. We discount those cash payments using the weighted average of market-observed yields for high quality fixed income securities with maturities that correspond to the payment of benefits. Lower discount rates increase present values and subsequent-year pension expense; higher discount rates decrease present values and subsequent-year pension expense.

Our discount rates for consolidated pension plans at October 31, 2015, 2014 and 2013 were 3.71%, 3.69% and 4.30%, respectively, reflecting market interest rates.

 

39


Table of Contents

To develop the expected long-term rate of return on assets assumption, we use a generally consistent approach worldwide. The approach considers various sources, primarily inputs from a range of advisors, inflation, bond yields, historical returns, and future expectations for returns for each asset class, as well as the target asset allocation of the pension portfolio. This rate is gross of any investment or administrative expenses. Assets in our principal pension plans earned 3.89% in 2015. Based on our analysis of future expectations of asset performance, past return results, and our current and expected asset allocations, we have assumed a 5.51% long-term expected return on those assets for cost recognition in 2016. This is an increase from the 5.47% long term affected return we had assumed in 2015, and a reduction from the 5.73% and 5.70% long-term affected return we had assumed in 2014 and 2013, respectively.

Changes in key assumptions for our consolidated pension and postretirement plans would have the following effects.

 

    Discount rate – A 25 basis point increase in discount rate would decrease pension and postretirement cost in the following year by $2.5 million and would decrease the pension and postretirement benefit obligation at year-end by about $27.5 million.

 

    Expected return on assets – A 50 basis point decrease in the expected return on assets would increase pension and postretirement cost in the following year by $3.0 million.

Further discussion of our pension and postretirement benefit plans and related assumptions is contained in Note 13 to the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.

Revenue Recognition. We recognize revenue when title passes to customers or services have been rendered, with appropriate provision for returns and allowances. Revenue is recognized in accordance with ASC 605, “Revenue Recognition.”

Timberland disposals, timber and special use property revenues are recognized when closings have occurred, required down payments have been received, title and possession have been transferred to the buyer, and all other criteria for sale and profit recognition have been satisfied.

We report the sale of surplus and HBU property in our consolidated statements of income under “gain on disposals of property, plants, and equipment, net” and report the sale of development property under “net sales” and “cost of goods sold.” All HBU and development property, together with surplus property, is used by us to productively grow and sell timber until the property is sold.

Other Items. Other items that could have a significant impact on our financial statements include the risks and uncertainties listed in Item 1A under “Risk Factors.” Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.

Variable Interest Entities. We evaluate whether an entity is a variable interest entity (“VIE”) and determine if the primary beneficiary status is appropriate on a quarterly basis. We consolidate VIE’s for which we are the primary beneficiary. If we are not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity method of accounting. When assessing the determination of the primary beneficiary, we consider all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.

Flexible Packaging Joint Venture

In 2010, we formed a joint venture (referred to herein as the “Flexible Packaging JV”) with Dabbagh Group Holding Company Limited and its subsidiary National Scientific Company Limited (“NSC”). The Flexible Packaging JV owns the operations in the Flexible Products & Services segment. The Flexible Packaging JV has been consolidated into our operations as of its formation date of September 29, 2010.

All entities contributed to the Flexible Packaging JV were existing businesses acquired by us and were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V. (“Asset Co.” and “Trading Co.”), respectively. The Flexible Packaging JV also included Global Textile Company LLC (“Global Textile”), which owned and operated a fabric hub in the Kingdom of Saudi Arabia that commenced operations in the fourth quarter of 2012, but ceased operations in the fourth quarter of 2014. We have 51 percent ownership in Trading Co. and 49 percent ownership in Asset Co. and Global Textile. However, we and NSC have equal economic interests in the Flexible Packaging JV, notwithstanding the actual ownership interests in the various legal entities. All investments, loans and capital contributions are to be shared equally by us and NSC and each partner has committed to contribute capital of up to $150 million and obtain third party financing for up to $150 million as required.

The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support from us. We are the primary beneficiary because we have (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

 

40


Table of Contents

Recent Accounting Standards

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, “Interest – Imputation of Interest (Subtopic 835-30)”. The objective of this update is to simplify the presentation of debt issuance costs in the financial statements. Under the ASU, we would present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset; amortization of the costs is reported as interest expense. The effective date will be the first quarter of fiscal year 2016. We would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period would be adjusted). The ASU requires us to “disclose in the first fiscal year after the entity’s adoption date, and in the interim periods within the first fiscal year, the following: (1) The nature and reason for the change in accounting principle; (2) The transition method; (3) A description of the prior-period information that has been retrospectively adjusted; and (4) The effect of the change on the financial statement line item (that is, the debt issuance costs asset and the debt liability). We are expected to adopt this guidance beginning November 1, 2015, and the adoption of the new guidance is not expected to materially impact our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. We are in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow, and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective in fiscal year 2019 using one of two retrospective application methods. We are in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.

In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern”. The objective of this update is to reduce the diversity in the timing and content of footnote disclosures related to going concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. This update applies to all entities that would be required to disclose information about their potential inability to continue as a going concern when “substantial doubt” about their ability to continue as a going concern exists. We will be required to evaluate “relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.” We will have to document its consideration of the ASU, but not because we believe there is substantial doubt about its ability to continue as a going concern. We are expected to adopt this guidance beginning November 1, 2017, and the adoption of the new guidance is not expected to impact our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are subject to interest rate risk related to our financial instruments that include borrowings under the Amended Credit Agreement, proceeds from our Senior Notes and U.S. trade accounts receivable credit facility, and interest rate swap agreements. We do not enter into financial instruments for trading or speculative purposes. The interest rate swap agreements have been entered into to manage our exposure to variability in interest rates and changes in the fair value of fixed rate debt.

We had interest rate swap agreements with an aggregate notional amount of $150.0 million as of October 31, 2014 and 2013, with various maturities through 2015. The interest rate swap agreements were used to manage our fixed and floating rate debt mix. Under certain of these agreements, we received interest monthly from the counterparties equal to LIBOR and pay interest at a fixed rate over the life of the contracts. A liability for the loss on interest rate swap contracts, which represented their fair values, in the amount of $0.2 million and $0.9 million was recorded as of October 31, 2014 and 2013, respectively. As of October 31, 2015, we have no interest rate derivatives.

The tables below provide information about our derivative financial instruments and other financial instruments that are sensitive to changes in interest rates. For the Amended Credit Agreement, Senior Notes and U.S. trade accounts receivable credit facility, the tables present scheduled amortizations of principal and the weighted average interest rate by contractual maturity dates as of October 31, 2015 and 2014. For interest rate swaps, the table as of October 31, 2014 presents annual amortizations of notional amounts and weighted average interest rates by contractual maturity dates. Under the cash flow swap agreements, we received interest monthly from the counterparties and pay interest monthly to the counterparties.

 

41


Table of Contents

The fair values of our Amended Credit Agreement, Senior Notes, Amended Receivables Facility and Prior Receivables Facility are based on rates available to us for debt of the same remaining maturity as of October 31, 2015 and 2014. The fair value of the interest rate swap agreements was determined based upon the market settlement prices of comparable contracts as of October 31, 2014.

Financial Instruments

As of October 31, 2015

(Dollars in millions)

 

     Expected maturity Date              
                                   After           Fair  
     2016     2017     2018     2019     2020     2020     Total     Value  

Amended Credit Agreement:

                

Scheduled amortizations

   $ 17      $ 17      $ 183        —          —          —        $ 217      $ 217.0   

Average interest rate (1)

     1.74     1.74     1.74     —          —          —          1.74  

Senior Notes due 2017:

                

Scheduled amortizations

     —        $ 300        —          —          —          —        $ 300      $ 314.8   

Average interest rate

     6.75     6.75     —          —          —          —          6.75  

Senior Notes due 2019:

                

Scheduled amortizations

     —          —          —        $ 250        —          —        $ 250      $ 280.6   

Average interest rate

     7.75     7.75     7.75     7.75     —          —          7.75  

Senior Notes due 2021:

                

Scheduled amortizations

     —          —          —          —          —        $ 221      $ 221      $ 258.7   

Average interest rate

     7.38     7.38     7.38     7.38     7.38     7.38     7.38  

Amended Receivables Facility:

                

Scheduled amortizations

     —        $ 148        —          —          —          —        $ 148      $ 148   

(1) Variable rate specified is based on LIBOR or an alternative base rate plus a calculated margin as of October 31, 2015. The rates presented are not intended to project our expectations for the future.

Financial Instruments

As of October 31, 2014

(Dollars in millions)

 

     Expected maturity Date              
                                   After           Fair  
     2015     2016     2017     2018     2019     2019     Total     Value  

Amended Credit Agreement:

                

Scheduled amortizations

   $ 17      $ 17      $ 17      $ 118        —          —        $ 169      $ 169.0   

Average interest rate (1)

     1.65     1.65     1.65     1.65     —          —          1.65  

Senior Notes due 2017:

                

Scheduled amortizations

     —          —        $ 300        —          —          —        $ 300      $ 325.5   

Average interest rate

     6.75     6.75     6.75     —          —          —          6.75  

Senior Notes due 2019:

                

Scheduled amortizations

     —          —          —          —        $ 250        —        $ 250      $ 287.5   

Average interest rate

     7.75     7.75     7.75     7.75     7.75     —          7.75  

Senior Notes due 2021:

                

Scheduled amortizations

     —          —          —          —          —        $ 253      $ 253      $ 297.7   

Average interest rate

     7.38     7.38     7.38     7.38     7.38     7.38     7.38  

Amended Receivables Facility:

                

Scheduled amortizations

     —        $ 110        —          —          —          —        $ 110      $ 110.0   

Interest rate swaps:

                

Scheduled amortizations

   $ 150        —          —          —          —          —        $ 150      $ 149.8   

Average pay rate (2)

     0.75     —          —          —          —          —         

Average receive rate (3)

     0.16     —          —          —          —          —         

(1) Variable rate specified is based on LIBOR or an alternative base rate plus a calculated margin as of October 31, 2014. The rates presented are not intended to project our expectations for the future.

 

42


Table of Contents

(2) The average pay rate is based upon the fixed rates we were scheduled to pay as of October 31, 2014. The rates presented are not intended to project our expectations for the future.

(3) The average receive rate is based upon the LIBOR we were scheduled to receive as of October 31, 2014. The rates presented are not intended to project our expectations for the future.

Currency Risk

As a result of our international operations, our operating results are subject to fluctuations in currency exchange rates. The geographic presence of our operations mitigates this exposure to some degree. Additionally, our transaction exposure is somewhat limited because we produce and sell a majority of our products in local currency within most countries in which we operate.

As of October 31, 2015, we had outstanding foreign currency forward contracts in the notional amount of $129.9 million ($122.4 million as of October 31, 2014). The purpose of these contracts is to hedge our exposure to foreign currency transactions and short-term intercompany loan balances in our international businesses. The fair value of these contracts as of October 31, 2015 resulted in an immaterial gain recorded in the consolidated statements of income. The fair value of similar contracts as of October 31, 2014 resulted in a $0.4 million gain recorded in the consolidated statements of income.

A sensitivity analysis (with respect only to these instruments) to changes in the foreign currencies hedged indicates that if the U.S. dollar strengthened by 10 percent, the fair value of these instruments would decrease by $4.0 million to a net liability of $3.9 million. Conversely, if the U.S. dollar weakened by 10 percent, the fair value of these instruments would increase by $4.4 million to a net asset of $4.4 million.

Commodity Price Risk

We purchase commodities such as steel, resin, containerboard, pulpwood and energy. We do not currently engage in material hedging of commodities, although in the past we have sometimes engaged in hedges in natural gas, because there has historically been a high correlation between the commodity cost and the ultimate selling price of our products. There were no commodity hedging contracts outstanding as of October 31, 2015.

 

43


Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in millions, except per share amounts)

 

For the years ended October 31,

   2015     2014     2013  

Net sales

   $ 3,616.7      $ 4,239.1      $ 4,219.9   

Costs of products sold

     2,946.9        3,428.1        3,387.7   
  

 

 

   

 

 

   

 

 

 

Gross profit

     669.8        811.0        832.2   

Selling, general and administrative expenses

     413.2        496.7        477.3   

Restructuring charges

     40.0        16.1        4.8   

Timberland gains

     (24.3     (17.1     (17.3

Non-cash asset impairment charges

     45.9        35.5        31.4   

Goodwill impairment charges

     —          50.3        —     

Gain on disposal of properties, plants and equipment, net

     (7.0     (8.3     (5.6

(Gain) loss on disposal of businesses, net

     9.2        (11.5     —     
  

 

 

   

 

 

   

 

 

 

Operating profit

     192.8        249.3        341.6   

Interest expense, net

     74.8        81.8        83.8   

Debt extinguishment charges

     —          —          1.3   

Other expense, net

     3.2        9.5        13.1   
  

 

 

   

 

 

   

 

 

 

Income before income tax expense and equity earnings of unconsolidated affiliates, net

     114.8        158.0        243.4   

Income tax expense

     48.4        115.0        98.8   

Equity earnings of unconsolidated affiliates, net of tax

     0.8        1.9        2.9   
  

 

 

   

 

 

   

 

 

 

Net income

     67.2        44.9        147.5   

Net (income) loss attributable to noncontrolling interests

     4.7        46.6        (2.8
  

 

 

   

 

 

   

 

 

 

Net income attributable to Greif, Inc.

   $ 71.9      $ 91.5      $ 144.7   
  

 

 

   

 

 

   

 

 

 

Basic earnings per share attributable to Greif, Inc.:

      

Class A Common Stock

   $ 1.23      $ 1.56      $ 2.47   

Class B Common Stock

   $ 1.83      $ 2.33      $ 3.70   

Diluted earnings per share attributed to Greif, Inc.:

      

Class A Common Stock

   $ 1.23      $ 1.56      $ 2.47   

Class B Common Stock

   $ 1.83      $ 2.33      $ 3.70   

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in millions)

 

For the years ended October 31,

   2015     2014     2013  

Net income

   $ 67.2      $ 44.9      $ 147.5   

Other comprehensive income (loss), net of tax:

      

Foreign currency translation

     (130.9     (86.9     9.3   

Reclassification of cash flow hedges to earnings, net of tax benefit of $0.1 million, $0.5 million and $0.3 million, respectively

     0.1        0.4        0.5   

Unrealized gain (loss) on cash flow hedges, net of tax expense of $0.0 million, $0.2 million and $0.2 million, respectively

     —          0.1        (0.2

Minimum pension liabilities, net of tax expense of $0.5 million, tax benefit of $15.7 million and tax expense of $22.2 million, respectively

     9.0        (34.7     30.9   
  

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss), net of tax

     (121.8     (121.1     40.5   
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss)

     (54.6     (76.2     188.0   

Comprehensive income (loss) attributable to noncontrolling interests

     (23.5     (45.9     4.2   
  

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to Greif, Inc.

   $ (31.1   $ (30.3   $ 183.8   
  

 

 

   

 

 

   

 

 

 

Refer to the accompanying Notes to Consolidated Financial Statements.

 

44


Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

 

As of October 31,

   2015     2014  

ASSETS

    

Current assets

    

Cash and cash equivalents

   $ 106.2      $ 85.1   

Trade accounts receivable, less allowance of $11.8 in 2015 and $16.8 in 2014

     403.7        501.3   

Inventories

     297.0        381.1   

Deferred tax assets

     25.4        29.0   

Assets held for sale

     16.9        13.0   

Prepaid expenses and other current assets

     159.3        129.9   
  

 

 

   

 

 

 
     1,008.5        1,139.4   
  

 

 

   

 

 

 

Long-term assets

    

Goodwill

     807.1        880.2   

Other intangible assets, net of amortization

     132.7        166.5   

Deferred tax assets

     7.8        20.9   

Assets held by special purpose entities

     50.9        50.9   

Other long-term assets

     91.0        101.2   
  

 

 

   

 

 

 
     1,089.5        1,219.7   
  

 

 

   

 

 

 

Properties, plants and equipment

    

Timber properties, net of depletion

     277.1        244.8   

Land

     106.3        129.3   

Buildings

     410.4        459.1   

Machinery and equipment

     1,457.9        1,502.4   

Capital projects in progress

     78.0        97.4   
  

 

 

   

 

 

 
     2,329.7        2,433.0   

Accumulated depreciation

     (1,112.0     (1,124.7
  

 

 

   

 

 

 
     1,217.7        1,308.3   
  

 

 

   

 

 

 

Total assets

   $ 3,315.7      $ 3,667.4   
  

 

 

   

 

 

 

Refer to the accompanying Notes to Consolidated Financial Statements.

 

45


Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

 

As of October 31,

   2015     2014  

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities

    

Accounts payable

   $ 355.3      $ 471.1   

Accrued payroll and employee benefits

     83.5        102.4   

Restructuring reserves

     21.3        4.1   

Current portion of long-term debt

     30.7        17.6   

Short-term borrowings

     40.7        48.1   

Deferred tax liabilities

     2.4        17.8   

Liabilities held for sale

     1.8        1.5   

Other current liabilities

     111.3        189.1   
  

 

 

   

 

 

 
     647.0        851.7   
  

 

 

   

 

 

 

Long-term liabilities

    

Long-term debt

     1,116.2        1,087.4   

Deferred tax liabilities

     214.9        219.0   

Pension liabilities

     141.1        136.0   

Postretirement benefit obligations

     14.9        17.3   

Liabilities held by special purpose entities

     43.3        43.3   

Contingent liabilities and environmental reserves

     8.2        24.7   

Other long-term liabilities

     70.2        64.8   
  

 

 

   

 

 

 
     1,608.8        1,592.5   
  

 

 

   

 

 

 

Commitments and Contingencies (Note 14)

     —          —     

Shareholders’ equity

    

Common stock, without par value

     139.1        135.5   

Treasury stock, at cost

     (130.6     (130.7

Retained earnings

     1,384.5        1,411.7   

Accumulated other comprehensive loss, net of tax:

    

— foreign currency translation

     (256.6     (144.5

— interest rate and other derivatives

     —          (0.1

— minimum pension liabilities

     (120.8     (129.8
  

 

 

   

 

 

 

Total Greif, Inc. shareholders’ equity

     1,015.6        1,142.1   
  

 

 

   

 

 

 

Noncontrolling interests

     44.3        81.1   
  

 

 

   

 

 

 

Total shareholders’ equity

     1,059.9        1,223.2   
  

 

 

   

 

 

 

Total liabilities and shareholders’ equity

   $ 3,315.7      $ 3,667.4   
  

 

 

   

 

 

 

Refer to the accompanying Notes to Consolidated Financial Statements.

 

46


Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in millions)

 

For the years ended October 31,

   2015     2014     2013  

Cash flows from operating activities:

      

Net income

     67.2      $ 44.9      $ 147.5   

Adjustments to reconcile net income to net cash provided by operating activities:

      

Depreciation, depletion and amortization

     134.6        155.8        157.6   

Timberland gains

     (24.3     (17.1     (17.3

Non-cash asset impairment charges

     45.9        85.8        31.4   

Gain on disposals of properties, plants and equipment, net

     (7.0     (8.3     (5.6

(Gain)/Loss on disposals of businesses, net

     9.2        (11.5     —     

Unrealized foreign exchange (gain) loss

     —          (3.9     7.1   

Deferred income tax expense

     (5.9     14.1        2.6   

Gain from Venezuela monetary assets and liabilities remeasurement

     (4.9     —          —     

Loss for Venezuela non-monetary assets to net realizable value

     9.3        —          —     

Other, net

     (2.2     (2.8     (2.2

Increase (decrease) in cash from changes in certain assets and liabilities:

      

Trade accounts receivable

     39.5        (45.3     (35.6

Inventories

     38.9        (28.7     (2.6

Deferred purchase price on sold receivables

     (5.7     11.5        (8.0

Accounts payable

     (56.6     68.9        (37.1

Restructuring reserves

     18.8        1.3        (5.0

Pension and postretirement benefit liabilities

     (4.0     (16.9     (4.1

Other, net

     (46.5     14.0        21.6   
  

 

 

   

 

 

   

 

 

 

Net cash provided by operating activities

     206.3        261.8        250.3   
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Acquisitions of companies, net of cash acquired

     (1.6     (53.5     —     

Issuance of subordinated note receivable

     (44.2     —          —     

Purchases of properties, plants and equipment

     (135.8     (137.9     (136.4

Purchases of timber properties

     (38.4     (56.8     (9.0

Proceeds from the sale of properties, plants, equipment and other assets

     49.3        49.6        41.5   

Proceeds from the sale of businesses

     19.6        115.3        —     

Proceeds on insurance recoveries

     4.6        —          —     

Payments on notes receivable with related party, net

     —          14.3        3.2   
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

     (146.5     (69.0     (100.7
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities:

      

Proceeds from issuance of long-term debt

     912.3        1,120.0        1,253.8   

Payments on long-term debt

     (870.1     (1,186.5     (1,266.5

Proceeds from (payments on) short-term borrowings, net

     2.6        8.2        (30.2

Proceeds from trade accounts receivable credit facility

     123.0        67.0        75.6   

Payments on trade accounts receivable credit facility

     (85.4     (97.0     (45.6

Dividends paid to Greif, Inc. shareholders

     (98.7     (98.6     (98.3

Dividends paid to noncontrolling interests

     (4.0     —          —     

Cash paid for deferred purchase price related to acquisitions

     —          (1.2     (46.6

Proceeds from the sale of membership units of a consolidated subsidiary

     —          6.0        —     

Fees paid for amended credit agreement

     —          —          (3.4

Exercise of stock options

     0.2        1.6        1.3   
  

 

 

   

 

 

   

 

 

 

Net cash used in financing activities

     (20.1     (180.5     (159.9
  

 

 

   

 

 

   

 

 

 

Effects of exchange rates on cash

     (18.6     (5.3     (3.1
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     21.1        7.0        (13.4
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at beginning of year

     85.1        78.1        91.5   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at end of year

   $ 106.2      $ 85.1      $ 78.1   
  

 

 

   

 

 

   

 

 

 

Refer to the accompanying Notes to Consolidated Financial Statements.

 

47


Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Amounts in millions, except shares amounts in thousands and per share amounts)

 

    Capital Stock     Treasury Stock     Retained
Earnings
    Accumulated
Other
Comprehensive
Income (Loss)
    Greif,
Inc.
Equity
    Noncontrolling
interests
    Total
Equity
 
               
    Shares     Amount     Shares     Amount            

As of October 31, 2012

    47,403      $ 123.8        29,439      $ (131.4   $ 1,372.2      $ (191.7   $ 1,172.9      $ 119.0      $ 1,291.9   

Net income

            144.7          144.7        2.8        147.5   

Other comprehensive income (loss):

                 

– Foreign currency translation

              7.9        7.9        1.4        9.3   

– Reclassification of cash flow hedges to earnings, net of income tax benefit of $0.3 million

              0.5        0.5          0.5   

– Unrealized gain on cash flow hedges, net of income tax expense of $0.2 million

              (0.2     (0.2       (0.2

– Minimum pension liability adjustment, net of income tax expense of $22.2 million

              30.9        30.9          30.9   
             

 

 

     

 

 

 

Comprehensive income

                183.8          188.0   
             

 

 

     

 

 

 

Acquisitions of noncontrolling interests and other

            0.2          0.2        (7.9     (7.7

Dividends paid ($1.68 per Class A share and $2.51 per Class B share)

            (98.3       (98.3       (98.3

Stock options exercised

    99        1.3        (99     0.2            1.5          1.5   

Restricted stock directors

    5        0.2        (5     —              0.2          0.2   

Restricted stock executives

    16        0.8        (16     0.1            0.9          0.9   

Stock forfeiture

    —          0.2        —          —              0.2          0.2   

Tax benefit of stock options and other

    —          1.0        —          —              1.0          1.0   

Long-term incentive shares issued

    54        2.1        (54     0.1            2.2          2.2   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of October 31, 2013

    47,577      $ 129.4        29,265      $ (131.0   $ 1,418.8      $ (152.6   $ 1,264.6      $ 115.3      $ 1,379.9   

Net income

            91.5          91.5        (46.6     44.9   

Other comprehensive income (loss):

                 

– Foreign currency translation

              (87.6     (87.6     0.7        (86.9

– Reclassification of cash flow hedges to earnings, net of income tax benefit of $0.5 million

              0.4        0.4          0.4   

– Unrealized gain on cash flow hedges, net of income tax expense of $0.2 million

              0.1        0.1          0.1   

– Minimum pension liability adjustment, net of income tax benefit of $15.7 million

              (34.7     (34.7       (34.7
             

 

 

     

 

 

 

Comprehensive income

                (30.3       (76.2
             

 

 

     

 

 

 

Acquisitions of noncontrolling interests and other

                  11.7        11.7   

Dividends paid ($1.68 per Class A share and $2.51 per Class B share)

            (98.6       (98.6       (98.6

Stock options exercised

    69        1.6        (69     0.1            1.7          1.7   

Restricted stock directors

    22        1.1        (22     0.1            1.2          1.2   

Tax benefit of stock options and other

    —          0.5        —          —              0.5          0.5   

Long-term incentive shares issued

    56        2.9        (56     0.1            3.0          3.0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of October 31, 2014

    47,724      $ 135.5        29,118      $ (130.7   $ 1,411.7      $ (274.4   $ 1,142.1      $ 81.1      $ 1,223.2   

Net income

            71.9          71.9        (4.7     67.2   

Other comprehensive income (loss):

                 

– Foreign currency translation

              (112.1     (112.1     (18.8     (130.9

– Reclassification of cash flow hedges to earnings, net of immaterial income tax expense

              0.1        0.1          0.1   

– Minimum pension liability adjustment, net of income tax expense of $0.5 million

              9.0        9.0          9.0   
             

 

 

     

 

 

 

Comprehensive income

                (31.1       (54.6
             

 

 

     

 

 

 

Acquisitions of noncontrolling interests and other

            (0.4       (0.4     (9.3     (9.7

Dividends paid to Greif Inc., Shareholders ($1.68 per Class A share and $2.51 per Class B share)

            (98.7       (98.7     —          (98.7

Dividends paid to non-controlling interest

            —            —          (4.0     (4.0

Stock options exercised

    10        0.2        (10     —              0.2          0.2   

Restricted stock directors

    30        1.3        (30     —              1.3          1.3   

Tax benefit of stock options and other

    —          0.2        —          —              0.2          0.2   

Long-term incentive shares issued

    50        1.9        (50     0.1            2.0          2.0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of October 31, 2015

    47,814      $ 139.1        29,028      $ (130.6   $ 1,384.5      $ (377.4   $ 1,015.6      $ 44.3      $ 1,059.9   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Refer to the accompanying Notes to Consolidated Financial Statements.

 

48


Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Business

Greif, Inc. and its subsidiaries (collectively, “Greif,” “our,” or the “Company”) principally manufacture industrial packaging products, complemented with a variety of value-added services, including blending, packaging, reconditioning, logistics and warehousing, flexible intermediate bulk containers and containerboard and corrugated products, that they sell to customers in many industries throughout the world. The Company has operations in over 50 countries. In addition, the Company owns timber properties in the southeastern United States, which are actively harvested and regenerated.

Due to the variety of its products, the Company has many customers buying different products and, due to the scope of the Company’s sales, no one customer is considered principal in the total operations of the Company.

Because the Company supplies a cross section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral products, and must make spot deliveries on a day-to-day basis as its products are required by its customers, the Company does not operate on a backlog to any significant extent and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the same week.

The Company’s raw materials are principally steel, resin, containerboard, old corrugated containers for recycling, used industrial packaging for reconditioning and pulpwood.

There were approximately 13,150 employees of the Company as of October 31, 2015.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and majority-owned subsidiaries, joint ventures controlled by the Company including the joint venture relating to the Flexible Products & Services segment and equity earnings of unconsolidated affiliates. All intercompany transactions and balances have been eliminated in consolidation. Investments in unconsolidated affiliates are accounted for using the equity or cost methods based on the Company’s ownership interest in the unconsolidated affiliate.

The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain prior year and prior quarter amounts have been reclassified to conform to the current year presentation.

The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2015, 2014 or 2013, or to any quarter of those years, relates to the fiscal year ended in that year.

Venezuela Currency

The Company’s results of its Venezuelan businesses have been reported under highly inflationary accounting since 2010 and the functional currency was converted to US Dollars at that time. Currently, there are multiple legal mechanisms and respective exchange rates available in Venezuela to exchange currency: the CENCOEX rate (official rate or “CENCOEX”); the SICAD rate (“SICAD”) and; as of February of 2015, the SIMADI rate (“SIMADI”). The SIMADI exchange mechanism was created by the Venezuelan government to establish a more market driven exchange rate and is intended to be available to individuals and both public and private companies.

The Venezuelan government also announced in February 2015 that the official rate and SICAD exchange mechanisms would be available only to companies importing essential goods (i.e. medicine, food, and raw materials) although it has not officially published rules or regulations that clarify exactly which activities, industries or transactions will be eligible to use these rates. The purpose of these rates was intended to make necessities affordable to Venezuelan citizens. The exchange mechanisms have not been able to meet the demand from the private sector due to the lack of US Dollars in the country resulting in the continued devaluation of the SIMADI rate.

Greif has historically utilized the official rate which is 6.4 Bolivars/US Dollars to measure Bolivar-denominated monetary assets and liabilities and the respective historical rate to measure Bolivar-denominated nonmonetary assets each reporting period. Due to the continued significant devaluation of the Bolivar and the change in the exchange mechanisms announced earlier this year, the Company has reconsidered which rate best reflects the economics of Grief’s business activities and concluded that the Company should utilize the SIMADI rate to remeasure the Venezuelan operations as of July 31, 2015.

As a result of the change to the SIMADI rate, which reflects the recognition of a devaluation of approximately 97 percent as compared to the official exchange rate previously used, the Company recorded other income of $4.9 million related to the remeasurement of our Venezuelan monetary assets and liabilities during the year. In addition, the Company determined that an adjustment of $9.3 million to increase cost of goods sold was needed to reflect the non-monetary inventory assets at net realizable value and, upon review of long-lived assets for impairment, the Company determined that the carrying amount of the long-lived asset was not recoverable in US dollar functional currency and recorded an impairment charge of $15.0 million. The Venezuela operations were translated using the official rate through July 31, 2015 and have been translated using the SIMADI rate from August 1, 2015 forward.

 

49


Table of Contents

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The most significant estimates are related to the expected useful lives assigned to properties, plants and equipment, goodwill and other intangible assets, estimates of fair value, environmental liabilities, pension and postretirement benefits including plan assets, income taxes, net assets held for sale, and contingencies. Actual amounts could differ from those estimates.

Cash and Cash Equivalents

The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.

The Company had total cash and cash equivalents held outside of the United States in various foreign jurisdictions of $104.2 million as of October 31, 2015. Under current tax laws and regulations, if cash and cash equivalents held outside the United States are repatriated to the United States in the form of dividends or otherwise, the Company may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.

Allowance for Doubtful Accounts

Trade receivables represent amounts owed to the Company through its operating activities and are presented net of allowance for doubtful accounts. The allowance for doubtful accounts totaled $11.8 million and $16.8 million as of October 31, 2015 and 2014, respectively. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. In addition, the Company recognizes allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on its historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to the Company were to occur, the recoverability of amounts due to the Company could change by a material amount. Amounts deemed uncollectible are written-off against an established allowance for doubtful accounts.

Concentration of Credit Risk and Major Customers

The Company maintains cash depository accounts with banks throughout the world and invests in high quality short-term liquid instruments. Such investments are made only in instruments issued by high quality institutions. These investments mature within three months and the Company has not incurred any related losses for the years ended October 31, 2015, 2014, and 2013.

Trade receivables can be potentially exposed to a concentration of credit risk with customers or in particular industries. Such credit risk is considered by management to be limited due to the Company’s many customers, none of which are considered principal in the total operations of the Company, and its geographic scope of operations in a variety of industries throughout the world. The Company does not have an individual customer that exceeds 10 percent of total revenue. In addition, the Company performs ongoing credit evaluations of its customers’ financial conditions and maintains reserves for credit losses. Such losses historically have been within management’s expectations.

Inventory

The Company primarily uses the FIFO method of inventory valuation. Reserves for slow moving and obsolete inventories are provided based on historical experience, inventory aging and product demand. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. The Company also evaluates reserves for losses under firm purchase commitments for goods or inventories.

The Paper Packaging segment trades certain inventories with third parties. These inventory trades are not accounted for as sales, and the Company records an asset or liability for any imbalance resulting from these trades.

Net Assets Held for Sale

Net assets held for sale represent land, buildings and land improvements for locations that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.” As of October 31, 2015, there were four asset groups in the Rigid Industrial Packaging Products & Services segment and one asset group in the Flexible Products & Services segment that are recorded as assets and liabilities held for sale. The effect of suspending depreciation on the facilities held for sale is immaterial to the results of operations. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year.

 

50


Table of Contents

Goodwill and Indefinite-Lived Intangibles

Goodwill is the excess of the purchase price of an acquired entity over the amounts assigned to tangible and intangible assets and liabilities assumed in the business combination. The Company accounts for purchased goodwill and indefinite-lived intangible assets in accordance with ASC 350, “Intangibles – Goodwill and Other.” Under ASC 350, purchased goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually. The Company tests for impairment of goodwill and indefinite-lived intangible assets during the fourth quarter of each fiscal year as of August 1, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist.

In accordance with ASC 350 the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test for goodwill impairment. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test for goodwill impairment is conducted at the reporting unit level using a two-step approach. The first step requires a comparison of the carrying value of the reporting units to the estimated fair value of these units. If the carrying value of a reporting unit exceeds its estimated fair value, the Company performs the second step of the goodwill impairment to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the estimated implied fair value of a reporting unit’s goodwill to its carrying value. The Company allocates the estimated fair value of a reporting unit to all of the assets and liabilities in that reporting unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the estimated fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. When there is a disposition of a portion of a reporting unit, goodwill is allocated to the gain or loss on that disposition based on the relative fair values of the portion of the reporting unit subject to disposition and the portion of the reporting unit that will be retained.

The Company’s determination of estimated fair value of the reporting units is based on a discounted cash flow analysis utilizing the income approach. Under this method, the principal valuation focus is on the reporting unit’s cash-generating capabilities. The discount rates used for impairment testing are based on a market participant’s weighted average cost of capital. The use of alternative estimates, including different peer groups or changes in the industry, or adjusting the discount rate, or earnings before interest, taxes, depreciation, depletion and amortization forecasts used could affect the estimated fair value of the reporting units and potentially result in goodwill impairment. Any identified impairment would result in an expense to the Company’s results of operations. Refer to Note 6 for additional information regarding goodwill and other intangible assets.

Other Intangibles

The Company accounts for intangible assets in accordance with ASC 350. Intangible assets are amortized over their useful lives on a straight-line basis. The useful lives for finite lived intangible assets vary depending on the type of asset and the terms of contracts or the valuation performed. The Company tests for impairment of finite lived intangible assets at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Amortization expense on other intangible assets is recorded on the straight-line method over their useful lives as follows:

 

      Years

Trade names

   10-15

Non-competes

   1-10

Customer relationships

   5-15

Other intangibles

   3-15

Acquisitions

From time to time, the Company acquires businesses and/or assets that augment and complement its operations, in accordance with ASC 805, “Business Combinations.” These acquisitions are accounted for under the purchase method of accounting. The consolidated financial statements include the results of operations from these business combinations from the date of acquisition.

In order to assess performance, the Company classifies costs incurred in connection with acquisitions as acquisition-related costs. These costs consist primarily of transaction costs, integration costs and changes in the fair value of contingent payments (earn-outs) and are recorded within selling, general and administrative costs. Acquisition transaction costs are incurred during the initial evaluation of a potential targeted acquisition and primarily relate to costs to analyze, negotiate and consummate the transaction as well as financial and legal due diligence activities. Post-acquisition integration activities are costs incurred to combine the operations of an acquired enterprise into the Company’s operations.

Internal Use Software

Internal use software is accounted for under ASC 985, “Software.” Internal use software is software that is acquired, internally developed or modified solely to meet the Company’s needs and for which, during the software’s development or modification, a plan does not exist to market the software externally. Costs incurred to develop the software during the application development stage and for upgrades and enhancements that provide additional functionality are capitalized and then amortized over a three to ten year period. Internal use software is capitalized as a component of machinery and equipment on the Consolidated Balance Sheets.

 

51


Table of Contents

Long-Lived Assets

Properties, plants and equipment are stated at cost. Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of the assets as follows:

 

      Years

Buildings

   30-45

Machinery and equipment

   3-19

Depreciation expense was $113.4 million, $129.8 million and $131.9 million, in 2015, 2014 and 2013, respectively. Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as incurred.

The Company capitalizes interest on long-term fixed asset projects using a rate that approximates the weighted average cost of borrowing. For the years ended October 31, 2015, 2014, and 2013, the Company capitalized interest costs of $1.5 million, $1.4 million, and $1.7 million, respectively.

The Company tests for impairment of properties, plants and equipment at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Long-lived assets are grouped together at the lowest level, generally at the plant level, for which identifiable cash flows are largely independent of cash flows of other groups of long-lived assets. As events warrant, we evaluate the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, by assessing whether the carrying value can be recovered over their remaining useful lives through the expected future undiscounted operating cash flows of the underlying business. Impairment indicators include, but are not limited to, a significant decrease in the market price of a long-lived asset; a significant adverse change in the manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; current period operating or cash flow losses combined with a history of operating or cash flow losses associated with the use of the asset; or a current expectation that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Future decisions to change our manufacturing processes, exit certain businesses, reduce excess capacity, temporarily idle facilities and close facilities could result in material impairment charges. Any impairment loss that may be required is determined by comparing the carrying value of the assets to their estimated fair value.

The Company owns timber properties in the southeastern United States. With respect to the Company’s United States timber properties, which consisted of approximately 242,673 acres as of October 31, 2015, depletion expense on timber properties is computed on the basis of cost and the estimated recoverable timber. Depletion expense was $2.8 million, $3.8 million and $4.3 million in 2015, 2014 and 2013, respectively. The Company’s land costs are maintained by tract. The Company begins recording pre-merchantable timber costs at the time the site is prepared for planting. Costs capitalized during the establishment period include site preparation by aerial spray, costs of seedlings, planting costs, herbaceous weed control, woody release, labor and machinery use, refrigeration rental and trucking for the seedlings. The Company does not capitalize interest costs in the process. Property taxes are expensed as incurred. New road construction costs are capitalized as land improvements and depreciated over 20 years. Road repairs and maintenance costs are expensed as incurred. Costs after establishment of the seedlings, including management costs, pre-commercial thinning costs and fertilization costs, are expensed as incurred. Once the timber becomes merchantable, the cost is transferred from the pre-merchantable timber category to the merchantable timber category in the depletion block.

Merchantable timber costs are maintained by five product classes, pine sawtimber, pine chip-n-saw, pine pulpwood, hardwood sawtimber and hardwood pulpwood, within a depletion block, with each depletion block based upon a geographic district or subdistrict. Currently, the Company has eight depletion blocks. These same depletion blocks are used for pre-merchantable timber costs. Each year, the Company estimates the volume of the Company’s merchantable timber for the five product classes by each depletion block. These estimates are based on the current state in the growth cycle and not on quantities to be available in future years. The Company’s estimates do not include costs to be incurred in the future. The Company then projects these volumes to the end of the year. Upon acquisition of a new timberland tract, the Company records separate amounts for land, merchantable timber and pre-merchantable timber allocated as a percentage of the values being purchased. These acquisition volumes and costs acquired during the year are added to the totals for each product class within the appropriate depletion block(s). The total of the beginning, one-year growth and acquisition volumes are divided by the total undepleted historical cost to arrive at a depletion rate, which is then used for the current year. As timber is sold, the Company multiplies the volumes sold by the depletion rate for the current year to arrive at the depletion cost.

The Company’s Canadian timber properties, which were sold during 2015, were not actively managed, and therefore, no depletion expense is recorded.

 

52


Table of Contents

Contingencies

Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, product liability, and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist.

All lawsuits, claims and proceedings are considered by the Company in establishing reserves for contingencies in accordance with ASC 450, “Contingencies.” In accordance with the provisions of ASC 450, the Company accrues for a litigation-related liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information known to the Company, the Company believes that its reserves for these litigation-related liabilities are reasonable and that the ultimate outcome of any pending matters is not likely to have a material effect on the Company’s financial position or results of operations.

Environmental Cleanup Costs

The Company accounts for environmental cleanup costs in accordance with ASC 410, “Asset Retirement and Environmental Obligations.” The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site-by-site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs.

Self-Insurance

The Company is self-insured for certain of the claims made under its employee medical and dental insurance programs. The Company had recorded liabilities totaling $3.6 million and $2.8 million for estimated costs related to outstanding claims as of October 31, 2015 and 2014, respectively. These costs include an estimate for expected settlements on pending claims, administrative fees and an estimate for claims incurred but not reported. These estimates are based on management’s assessment of outstanding claims, historical analyses and current payment trends. The Company recorded an estimate for the claims incurred but not reported using an estimated lag period based upon historical information. The Company believes the reserves recorded are adequate based upon current facts and circumstances.

The Company has certain deductibles applied to various insurance policies including general liability, product, auto and workers’ compensation. The Company maintains liabilities totaling $12.2 million and $14.7 million for anticipated costs related to general liability, product, vehicle, and workers’ compensation claims as of October 31, 2015 and 2014, respectively. These costs include an estimate for expected settlements on pending claims, defense costs and an estimate for claims incurred but not reported. These estimates are based on the Company’s assessment of its deductibles, outstanding claims, historical analysis, actuarial information and current payment trends.

Income Taxes

Income taxes are accounted for under ASC 740, “Income Taxes.” In accordance with ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when management believes it is more likely than not that some position of the deferred tax assets will not be realized.

The Company’s effective tax rate is impacted by the amount of income allocated to each taxing jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions.

Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company’s effective tax rate includes the impact of reserve provisions and changes to reserves that it considers appropriate as well as related interest and penalties.

A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require use of the Company’s cash. Favorable resolution would be recognized as a reduction to the Company’s effective tax rate in the period of resolution.

 

53


Table of Contents

Other Comprehensive Income

Our other comprehensive income is significantly impacted by foreign currency translation and defined benefit pension and postretirement benefit adjustments. The impact of foreign currency translation is affected by the translation of assets and liabilities of our foreign subsidiaries which are denominated in functional currencies other than the U.S. dollar. The primary assets and liabilities affecting the adjustments are cash and cash equivalents; accounts receivable; inventory; properties, plant and equipment; accounts payable; pension and other postretirement benefit obligations; and certain intercompany loans payable and receivable. The primary currencies in which these assets and liabilities are denominated are the Euro, Brazilian Real, and Chinese Yuan. The impact of defined benefit pension and postretirement benefit adjustments is primarily affected by unrecognized actuarial gains and losses related to our defined benefit and other postretirement benefit plans, as well as the subsequent amortization of gains and losses from accumulated other comprehensive income in periods following the initial recording such items. These actuarial gains and losses are determined using various assumptions, the most significant of which are (i) the weighted average rate used for discounting the liability, (ii) the weighted average expected long-term rate of return on pension plan assets, (iii) the method used to determine market-related value of pension plan assets, (iv) the weighted average rate of future salary increases and (v) the anticipated mortality rate tables.

Restructuring Charges

The Company accounts for all exit or disposal activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.” Under ASC 420, a liability is measured at its fair value and recognized as incurred.

Employee-related costs primarily consist of one-time termination benefits provided to employees who have been involuntarily terminated. A one-time benefit arrangement is an arrangement established by a plan of termination that applies for a specified termination event or for a specified future period. A one-time benefit arrangement exists at the date the plan of termination meets all of the following criteria and has been communicated to employees:

 

  (1) Management, having the authority to approve the action, commits to a plan of termination.

 

  (2) The plan identifies the number of employees to be terminated, their job classifications or functions and their locations, and the expected completion date.

 

  (3) The plan establishes the terms of the benefit arrangement, including the benefits that employees will receive upon termination (including but not limited to cash payments), in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated.

 

  (4) Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Facility exit and other costs consist of equipment relocation costs and project consulting fees. A liability for other costs associated with an exit or disposal activity shall be recognized and measured at its fair value in the period in which the liability is incurred (generally, when goods or services associated with the activity are received). The liability shall not be recognized before it is incurred, even if the costs are incremental to other operating costs and will be incurred as a direct result of a plan.

Pension and Postretirement Benefits

Under ASC 715, “Compensation – Retirement Benefits,” employers recognize the funded status of their defined benefit pension and other postretirement plans on the consolidated balance sheet and record as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that have not been recognized as components of the net periodic benefit cost.

Transfer and Servicing of Assets

An indirect wholly-owned subsidiary of Greif, Inc. agrees to sell trade receivables meeting certain eligibility requirements that it had purchased from other indirect wholly-owned subsidiaries of Greif, Inc., under a non-U.S. factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to the respective banks or their affiliates. The banks and their affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and continues to recognize the deferred purchase price in its other current assets. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.

Stock-Based Compensation Expense

The Company recognizes stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options, restricted stock, restricted stock units and participation in the Company’s employee stock purchase plan.

 

54


Table of Contents

ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s consolidated statements of income over the requisite service periods. No options were granted in 2015, 2014, or 2013. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the standard.

Revenue Recognition

The Company recognizes revenue when title passes and risks and rewards of ownership have transferred to customers or services have been rendered, with appropriate provision for returns and allowances. Revenue is recognized in accordance with ASC 605, “Revenue Recognition.”

Timberland disposals, timber, higher and better use (“HBU”) land, surplus and development property revenues are recognized when closings have occurred, required down payments have been received, title and possession have been transferred to the buyer, and all other criteria for sale and profit recognition have been satisfied.

The Company reports the sale of HBU and surplus property in our consolidated statements of income under “gain on disposal of properties, plants and equipment, net” and reports the sale of development property under “net sales” and “cost of products sold.” All HBU and development property, together with surplus property, is used by the Company to productively grow and sell timber until the property is sold.

Shipping and Handling Fees and Costs

The Company includes shipping and handling fees and costs in cost of products sold.

Other Expense, Net

Other expense, net primarily represents non-United States trade receivables program fees, currency transaction gains and losses and other infrequent non-operating items.

Currency Translation

In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States dollars at the rate of exchange existing at period-end, and revenues and expenses are translated at average exchange rates.

The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company’s international operations, are presented in the consolidated statements of changes in shareholders’ equity in accumulated other comprehensive income (loss). Transaction gains and losses on foreign currency transactions denominated in a currency other than an entity’s functional currency are credited or charged to income. The amounts included in other expense, net related to transaction losses, net of tax were $3.8 million, $1.2 million and $3.9 million in 2015, 2014 and 2013, respectively.

Derivative Financial Instruments

In accordance with ASC 815, “Derivatives and Hedging,” the Company records all derivatives in the consolidated balance sheet as either assets or liabilities measured at fair value. Dependent on the designation of the derivative instrument, changes in fair value are recorded to earnings or shareholders’ equity through other comprehensive income (loss). The Company may use the following derivatives from time to time.

The Company uses interest rate swap agreements for cash flow hedging purposes. For derivative instruments that hedge the exposure of variability in interest rates, designated as cash flow hedges, the effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Interest rate swap agreements that hedge against variability in interest rates effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The Company uses the “variable cash flow method” for assessing the effectiveness of these swaps. The effectiveness of these swaps is reviewed at least every quarter. Hedge ineffectiveness has not been material during any of the years presented herein.

The Company enters into currency forward contracts to hedge certain currency transactions and short-term intercompany loan balances with its international businesses. Such contracts limit the Company’s exposure to both favorable and unfavorable currency fluctuations. These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized in other comprehensive income (loss).

The Company has used derivative instruments to hedge a portion of its natural gas purchases. These derivatives were designated as cash flow hedges. The effective portion of the net gain or loss was reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affects earnings.

Any derivative contract that is either not designated as a hedge, or is so designated but is ineffective, would be adjusted to market value and recognized in earnings immediately. If a cash flow or fair value hedge ceases to qualify for hedge accounting, the contract would continue to be carried on the balance sheet at fair value until settled and future adjustments to the contract’s fair value would be recognized in earnings immediately. If a forecasted transaction were no longer probable to occur, amounts previously deferred in accumulated other comprehensive income (loss) would be recognized immediately in earnings.

 

55


Table of Contents

Fair Value

The Company uses ASC 820, “Fair Value Measurements and Disclosures” to account for fair value. ASC 820 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Additionally, this standard established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair values are as follows:

 

    Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.

 

    Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities.

 

    Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

The Company presents various fair value disclosures in Notes 10 and 13 to these consolidated financial statements.

Newly Adopted Accounting Standards

In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-05 “Foreign Currency Matters: Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or an Investment in a Foreign Entity.” The objective of this update is to resolve the diversity in practice about whether ASC 810-10 or ASC 830-30 applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas rights) within a foreign entity. The Company adopted the new guidance beginning on November 1, 2013. The adoption did not have, and is not expected to have, a significant impact on the Company’s financial position, results of operations, comprehensive income, cash flows and disclosures.

In July 2013, the FASB issued ASU 2013-11 “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments in this update seek to attain that objective by requiring an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for those instances described above, except in certain situations discussed in the update. The Company adopted the new guidance beginning on November 1, 2013, and the adoption of the new guidance did not impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.

In April 2014, the FASB issued ASU 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The objective of this update is to prevent disposals of small groups of assets that are recurring in nature to qualify for discontinued operations presentation under Subtopic 205-20. The amendments in this update seek to attain this objective by only allowing disposals representing a strategic shift in operations to be presented as discontinued operations. The Company adopted the new guidance beginning on May, 1 2014, after which new disposals of components are evaluated for discontinued operations treatment using the new guidance. As a result of the adoption of this standard, businesses sold or classified as held for sale subsequent to May 1, 2014 did not qualify as discontinued operations under the new standard.

Recently Issued Accounting Standards

As of October 31, 2015, the FASB has issued ASUs through 2015-16. We have reviewed each recently issued ASU and the adoption of each ASU that is applicable to us, other than as explained below will not have a material impact on our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.

In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30)”. The objective of this update is to simplify the presentation of debt issuance costs in the financial statements. Under the ASU, the Company would present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset; amortization of the costs is reported as interest expense. The effective date will be the first quarter of fiscal year 2016. The Company would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period would be adjusted). The ASU requires the Company to “disclose in the first fiscal year after the entity’s adoption date, and in the interim periods within the first fiscal year, the following: (1) The nature and reason for the change in accounting principle; (2) The transition method; (3) A description of the prior-period information that has been retrospectively adjusted; and (4) The effect of the change on the financial statement line item (that is, the debt issuance costs asset and the debt liability). The Company is expected to adopt this guidance beginning November 1, 2015, and the adoption of the new guidance is not expected to materially impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.

 

56


Table of Contents

In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow, and disclosures.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective in fiscal year 2019 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.

In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern”. The objective of this update is to reduce the diversity in the timing and content of footnote disclosures related to going concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. This update applies to all entities that would be required to disclose information about their potential inability to continue as a going concern when “substantial doubt” about their ability to continue as a going concern exists. The Company will be required to evaluate “relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.” The Company will have to document its consideration of the ASU, but not because the Company believes there is substantial doubt about its ability to continue as a going concern. The Company is expected to adopt this guidance beginning November 1, 2017, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.

NOTE 2 – ACQUISITIONS AND DIVESTITURES

The following table summarizes the Company’s significant acquisition activity in 2015, 2014 and 2013 (Dollars in millions):

 

 

   # of
Acquisitions
     Purchase Price,
net of Cash
     Tangible
Assets, net
     Intangible
Assets
     Goodwill  

Total 2015 Acquisitions

     —         $ —           —           —           —     

Total 2014 Acquisitions

     2       $ 53.5         2.5         22.1         25.9   

Total 2013 Acquisitions

     —         $ —           —           —           —     

Note: Purchase price, net of cash acquired, represents cash paid in the period of each acquisition and does not include assumed debt, subsequent payments for deferred purchase adjustments or earn-out provisions.

During 2015, the Company completed eight divestitures and no material acquisitions. The divestitures were of nonstrategic businesses: six in the Rigid Industrial Packaging & Services segment: and two in the Flexible Products & Services segment. The loss on disposal of businesses was $9.2 million for the year ended October 31, 2015. Proceeds from divestitures were $19.6 million. Additionally, the Company has recorded notes receivable of $2.9 million for the sale of these businesses, ranging from 3 months to five years.

During 2014, the Company completed two acquisitions and nine divestitures. One acquisition was in the Rigid Industrial Packaging & Services segment in November and the other acquisition was in the Paper Packaging & Services segment in November. The rigid industrial packaging acquisition complemented the Company’s existing product lines and provide growth opportunities and economies of scale. The paper packaging acquisition was made in part to obtain technologies, equipment, and customer lists. The gain on sale of businesses, net was $11.5 million for the year ended October 31, 2014. Three of the divestitures were of nonstrategic businesses in the Rigid Industrial Packaging & Services segment. Two of the divestitures in this segment resulted in losses on disposal of $9.1 million and $1.8 million, respectively, which included the write off of allocated goodwill. The third divestiture in this segment resulted in a loss of $11.4 million, which consisted of $5.5 million recorded as a loss on disposal and of $5.9 million of non-cash asset impairment charges due to the recording of an expected loss prior to the period in which the transaction was completed. There were also divestitures of businesses in the Flexible Products & Services and Paper Packaging segments that resulted in gains of $18.3 million and $4.2 million, respectively, which included the write-off of allocated goodwill. Additionally, there were divestitures of four smaller investments in the Rigid Industrial Packaging & Services segment that resulted in an aggregate net gain of $5.4 million. Proceeds from divestitures were $115.3 million.

During 2013, the Company completed no material acquisitions and no material divestitures. The Company made a $46.6 million deferred cash payment during 2013 related to an acquisition completed in 2011.

None of the above-referenced divestitures in 2015 or 2014 qualified as discontinued operations as they do not, individuals or in the aggregate, represent a strategic shift that has had a major impact on the Company’s operations or financial results.

 

57


Table of Contents

The Company has allocated purchase price as of the dates of acquisition based upon its understanding, obtained during due diligence and through other sources, of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

NOTE 3 – SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE

On April 27, 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 20, 2015, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the number of entities participating in the agreement have decreased to now include only the following entities: Greif Belgium BVBA, EarthMinded Benelux N.V. (formerly Pack2pack Rumbeke N.V.), Greif Nederland B.V., Greif Italia S.p.A., Greif Plastics Italy Srl (formerly Fustiplast S.p.A.), Greif France S.A.S., Greif Packaging Spain S.A., Greif Germany GmbH, Greif Plastics Germany GmbH (formerly Fustiplast GmbH), and Greif Portugal S.A. Additionally, the terms have been amended to decrease the maximum amount of receivables that may be sold and outstanding under the European RPA at any time to €100 million ($110.5 million as of October 31, 2015) and to allow the Company to manage the expense incurred under the facility by loaning excess cash back to the Purchasing Bank Affiliate in exchange for a subordinated note receivable. As of October 31, 2015, the Company loaned $44.2 million of excess cash back to the Purchasing Bank Affiliate, which is included in prepaid expenses and other current assets.

Under the terms of the European RPA, the Company has agreed to sell trade receivables meeting certain eligibility requirements that the seller had purchased from other of our indirect wholly-owned subsidiaries, under a factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective banks and their affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, we remove from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing” and we continue to recognize the deferred purchase price in accounts receivable. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.

In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($10.7 million as of October 31, 2015).

In May 2009, Greif Malaysia Sdn Bhd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (the “Malaysian Agreement”) with Malaysian banks. In March 2014, the Malaysian Agreement was discontinued and therefore there were no receivables held by third party financial institutions under this agreement as of October 31, 2015 and 2014.

The table below contains information related to the Company’s accounts receivables programs (Dollars in millions):

 

For the years ended October 31,

   2015      2014      2013  

European RPA

        

Gross accounts receivable sold to third party financial institution

   $ 715.2       $ 1,006.4       $ 1,071.3   

Cash received for accounts receivable sold under the programs

     633.6         888.1         947.0   

Deferred purchase price related to accounts receivable sold

     76.2         118.3         124.3   

Loss associated with the programs

     1.5         2.5         2.5   

Expenses associated with the programs

     —           —           —     

Other

        

Gross accounts receivable sold to third party financial institution

   $ 48.1       $ 56.7       $ 93.4   

Cash received for accounts receivable sold under the programs

   $ 48.1       $ 56.7       $ 93.4   

Deferred purchase price related to accounts receivable sold

   $ —         $ —         $ —     

Loss associated with the programs

   $ 0.1       $ —         $ 0.2   

Expenses associated with the programs

   $ 0.1       $ 0.1       $ 0.3   

Total RPAs and Agreements

        

Gross accounts receivable sold to third party financial institution

   $ 763.3       $ 1,063.1       $ 1,164.7   

Cash received for accounts receivable sold under the program

     681.7         944.8         1,040.4   

Deferred purchase price related to accounts receivable sold

     76.2         118.3         124.3   

Loss associated with the program

     1.6         2.5         2.7   

Expenses associated with the program

     0.1         0.1         0.3   

 

58


Table of Contents
     October 31,
2015
     October 31,
2014
 

European RPA

     

Accounts receivable sold to and held by third party financial institution

   $ 114.8       $ 164.7   

Deferred purchase price asset (liability) related to accounts receivable sold

     (1.5)         (23.7)   

Other

     

Accounts receivable sold to and held by third party financial institution

   $ 4.0       $ 5.0   

Uncollected deferred purchase price related to accounts receivable sold

     —           —     

Total RPAs and Agreements

     

Accounts receivable sold to and held by third party financial institution

   $ 118.8       $ 169.7   

Deferred purchase price asset (liability) related to accounts receivable sold

     (1.5)         (23.7)   

The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses and other current assets or other current liabilities on the Company’s consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received initially and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables and are not subject to significant other risks given their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.

Additionally, the Company performs collections and administrative functions on the receivables sold similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA, the Singapore RPA and the Malaysian Agreement. The servicing liability for these receivables is not material to the consolidated financial statements.

NOTE 4 – INVENTORIES

The inventories are stated at the lower of cost or market and summarized as follows as of October 31 for each year (Dollars in millions):

 

     2015      2014  

Finished goods

   $ 88.0       $ 100.9   

Raw materials

     190.7         235.9   

Work-in process

     18.3         44.3   
  

 

 

    

 

 

 
   $ 297.0       $ 381.1   
  

 

 

    

 

 

 

NOTE 5 – ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTY, PLANT AND EQUIPMENT, NET

As of October 31, 2015, there were four asset groups in the Rigid Industrial Packaging Products & Services segment and one asset group in the Flexible Products & Services segment classified as assets and liabilities held for sale, and it is the Company’s intention to complete the sales of these assets within the twelve months following the end of the year. During 2015, two asset groups classified as held for sale at October 31, 2014 were sold, two other asset groups previously classified as held for sale were reclassed to held and used. Two asset groups, one within the Flexible Products & Services segment and one within the Paper Packaging Segment, were added and sold subsequently during the year. The assets and liabilities held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year. For additional information regarding the sale of businesses refer to Note 2 to these consolidated financial statements.

For the year ended October 31, 2015, the Company recorded a gain on disposal of properties, plants and equipment, net of $7.0 million. There were sales of HBU and surplus properties which resulted in gains of $2.7 million in the Land Management segment, a disposal of an asset group previously classified as held for sale in the Rigid Industrial Packaging & Services segment that resulted in a gain of $4.4 million, insurance recoveries which resulted in gains of $3.0 million in the Rigid Industrial Packaging & Services segment, a $3.0 million loss in the Flexible Products & Services segment resulting from the fair market value adjustment of an asset previously classified as held for sale and other miscellaneous losses of $0.1 million.

For the year ended October 31, 2014, the Company recorded a gain on disposal of properties, plants and equipment, net of $8.3 million. There were sales of HBU and surplus properties which resulted in gains of $5.4 million in the Land Management segment, a sale of equipment in the Flexible Products & Services segment that resulted in a gain of $1.1 million, a disposal of an asset in the Paper Packaging segment that resulted in a gain of $0.7 million and sales of other miscellaneous equipment which resulted in aggregate gains of $1.1 million.

For the year ended October 31, 2013, the Company recorded a gain on disposal of properties, plants and equipment, net of $5.6 million. There were sales of HBU and surplus properties which resulted in gains of $1.2 million in the Land Management segment, a sale of equipment in the Paper Packaging segment that resulted in a gain of $0.6 million, a disposal of equipment in the Rigid Industrial Packaging & Services segment that resulted in a gain of $2.5 million, a sale of property that was previously classified as held for sale in the Rigid Industrial Packaging & Services segment that resulted in a gain of $0.6 million, a sale of land adjacent to our corporate offices that resulted in a gain of $0.8 million, a sale of equipment that resulted in a loss of $0.9 million and sales of other miscellaneous equipment which resulted in aggregate gains of $0.8 million.

 

59


Table of Contents

For the years ended October 31, 2015, 2014 and 2013, the Company recorded a gain of $24.3 million, $17.1 million and $17.3 million, respectively, relating to the sale of timberland.

NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill by segment for the year ended October 31, 2015 and 2014 (Dollars in millions):

 

     Rigid Industrial
Packaging & Services
    Paper
Packaging
    Flexible Products
& Services (1)
    Land
Management
     Total  

Balance at October 31, 2013

   $ 860.2      $ 59.9      $ 78.3      $ —         $ 998.4   

Goodwill acquired

     25.9        —          —          —           25.9   

Goodwill allocated to divestitures and businesses held for sale

     (25.5     (0.4     (21.8     —           (47.7

Goodwill adjustments

     (0.8     —          —          —           (0.8

Goodwill impairment charge

     —          —          (50.3     —           (50.3

Currency translation

     (39.1     —          (6.2     —           (45.3
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at October 31, 2014

   $ 820.7      $ 59.5      $ —        $ —         $ 880.2   

Goodwill acquired

     —          —          —          —           —     

Goodwill allocated to divestitures and businesses held for sale

     (11.6     —          —          —           (11.6

Goodwill adjustments

     —          —          —          —           —     

Goodwill impairment charge

     —          —          —          —           —     

Currency translation

     (61.5     —          —          —           (61.5
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance at October 31, 2015

   $ 747.6      $ 59.5      $ —        $ —         $ 807.1   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

(1) Accumulated goodwill impairment loss was $50.3 million, $50.3 million, and $0.0 million, as of October 31, 2015, 2014 and 2013, respectively.

The Company reviews goodwill by reporting unit and indefinite-lived intangible assets for impairment as required by ASC 350, “Intangibles – Goodwill and Other”, either annually in the fourth quarter as of August 1, or whenever events and circumstances indicate impairment may have occurred. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. The components are aggregated into reporting units for purposes of goodwill impairment testing to the extent they share similar qualitative and quantitative characteristics. The Company has five operating segments: Rigid Industrial Packaging & Services – Americas; Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific; Paper Packaging; Flexible Products & Services; and Land Management. These five operating segments are aggregated into four reportable business segments by combining the Rigid Industrial Packaging & Services – Americas and Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific operating segments. The Company’s reporting units are the same as the operating segments.

During the fourth quarter of 2014, triggering events occurred in the Flexible Products & Services reporting unit that significantly lowered the forecasted cash flow projections used by the Company during its annual impairment test. The triggering events identified were as follows:

 

    During the fourth quarter of 2014, Flexible Products & Services changed the labor mix of employees at one of its facilities in Turkey, resulting in higher expected long-term overall labor costs.

 

    There were also certain Flexible Products & Services businesses and facilities identified during the fourth quarter of 2014 as planned divestitures and shutdowns. These planned divestitures and shutdowns were primarily distribution locations and so reduced overall sales and topline revenue for Flexible Products & Services without reducing fixed production costs, resulting in projected decreases in gross margins and operating profit margins for the business as a whole.

 

    Finally, there was a significant devaluation of the Euro that negatively impacted expected results for Flexible Products & Services, as a significant portion of its forecasted sales are to customers in the Euro zone. The devaluation is projected to have a long-term effect on the results of the Flexible Products & Services reporting unit.

Due to these events, the Company performed a goodwill impairment test as of October 31, 2014 for the Flexible Products & Services reporting unit. Based on the analysis performed as of October 31, 2014, the carrying amount of the Flexible Products & Services reporting unit exceeded the fair value of the Flexible Products & Services reporting unit and the goodwill of the Flexible Products & Services reporting unit as of October 31, 2014 was fully impaired and written off as of October 31, 2014.

 

60


Table of Contents

The fair value was determined primarily using the income approach by discounting estimated future cash flows. Those cash flow projections were prepared based upon the evaluation of the historical performance and future growth expectations for the Flexible Products & Services segment. Revenue was based on 2015 projections with a long-term growth rate applied to future periods. The most critical assumptions within the cash flow projections are revenue growth rates and forecasted gross margin percentages. The second step of the goodwill impairment test compared the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill was calculated as the difference between the fair value of the reporting unit as a whole and the fair values of the other non-goodwill assets and liabilities making up the reporting unit. Significant assumptions used in the calculation of the implied fair value include those used in the valuation of fixed assets and intangibles. Fixed assets were valued using the indirect cost approach. The customer retention model used to value the customer list intangible asset was the multi-period excess earnings method.

The following table summarizes the carrying amount of net intangible assets by class as of October 31, 2015 and October 31, 2014 (Dollars in millions):

 

     Gross
Intangible
Assets
     Accumulated
Amortization
     Net Intangible
Assets
 

October 31, 2015:

        

Indefinite lived:

        

Trademarks and patents

   $ 13.1       $ —         $ 13.1   

Definite lived:

        

Trademarks and patents

   $ 12.4       $ 4.2       $ 8.2   

Non-compete agreements

     4.9         4.5         0.4   

Customer relationships

     180.7         81.7         99.0   

Other

     24.2         12.2         12.0   
  

 

 

    

 

 

    

 

 

 

Total

   $ 235.3       $ 102.6       $ 132.7   
  

 

 

    

 

 

    

 

 

 

October 31, 2014:

        

Indefinite lived:

        

Trademarks and patents

   $ 13.8       $ —         $ 13.8   

Definite lived:

        

Trademarks and patents

   $ 15.3       $ 4.7       $ 10.6   

Non-compete agreements

     6.0         5.1         0.9   

Customer relationships

     203.3         78.8         124.5   

Other

     27.8         11.1         16.7   
  

 

 

    

 

 

    

 

 

 

Total

   $ 266.2       $ 99.7       $ 166.5   
  

 

 

    

 

 

    

 

 

 

Gross intangible assets decreased by $30.9 million for the year ended October 31, 2015. The decrease was attributable to $5.2 million of gross intangibles from divestitures, $4.0 million transferred to held for sale, $20.1 million of currency fluctuations and the write-off of $1.6 million of fully-amortized assets. Amortization expense was $18.4 million, $22.0 million and $21.2 million for the years ended 2015, 2014 and 2013, respectively. Amortization expense for the next five years is expected to be $17.6 million in 2016, $16.9 million in 2017, $16.5 million in 2018, $16.4 million in 2019 and $15.9 million in 2020.

All intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually or legally determined or through purchase price accounting, except for $13.1 million related to the Tri-Sure trademark and trade names related to Blagden Express, Closed-loop and Box Board, all of which have indefinite lives.

NOTE 7 – RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ended restructuring reserve balances for the years ended October 31, 2015 and 2014 (Dollars in millions):

 

     Employee
Separation
Costs
     Other costs      Total  

Balance at October 31, 2013

   $ 1.8       $ 1.2       $ 3.0   

Costs incurred and charged to expense

     12.0         4.1         16.1   

Costs paid or otherwise settled

     (10.9      (4.1      (15.0
  

 

 

    

 

 

    

 

 

 

Balance at October 31, 2014

   $ 2.9       $ 1.2       $ 4.1   
  

 

 

    

 

 

    

 

 

 

Costs incurred and charged to expense

     27.8         12.2         40.0   

Costs paid or otherwise settled

     (16.0      (6.8      (22.8
  

 

 

    

 

 

    

 

 

 

Balance at October 31, 2015

   $ 14.7       $ 6.6       $ 21.3   
  

 

 

    

 

 

    

 

 

 

The focus for restructuring activities in 2015 was to continue to rationalize operations and close underperforming assets throughout all segments. During the year ended October 31, 2015, the Company recorded restructuring charges of $40.0 million, which compares to $16.1 million of

 

61


Table of Contents

restructuring charges recorded during the year ended October 31, 2014. The restructuring activity for the year ended October 31, 2015 consisted of $27.8 million in employee separation costs and $12.2 million in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated with employee separation and relocation. There were eight plants closed in 2015, and a total of 1,020 employees severed throughout 2015 as part of the Company’s restructuring efforts.

The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-K. Remaining amounts expected to be incurred were $14.7 million as of October 31, 2015. (Dollars in millions):

 

     Total Amounts
Expected to be
Incurred
     Amounts
Incurred During
the year ended

October 31, 2015
     Amounts
Remaining to be
Incurred
 

Rigid Industrial Packaging & Services:

        

Employee separation costs

   $ 27.4       $ 21.7         5.7   

Other restructuring costs

     12.1         7.8         4.3   
  

 

 

    

 

 

    

 

 

 
     39.5         29.5         10.0   

Flexible Products & Services:

        

Employee separation costs

     6.1         4.8         1.3   

Other restructuring costs

     6.7         3.3         3.4   
  

 

 

    

 

 

    

 

 

 
     12.8         8.1         4.7   

Paper Packaging

        

Employee separation costs

     1.2         1.2         —     

Other restructuring costs

     1.1         1.1         —     
  

 

 

    

 

 

    

 

 

 
     2.3         2.3         —     

Land Management

        

Employee separation costs

     0.1         0.1         —     

Other restructuring costs

     —           —           —     
  

 

 

    

 

 

    

 

 

 
     0.1         0.1         —     
  

 

 

    

 

 

    

 

 

 
   $ 54.7       $ 40.0       $ 14.7   
  

 

 

    

 

 

    

 

 

 

The focus for restructuring activities in 2014 was to rationalize operations and close underperforming assets in both the Flexible Products & Services and the Rigid Industrial Packaging & Services segments. During 2014, the Company recorded restructuring charges of $16.1 million, consisting of $12.0 million in employee separation costs and $4.1 million in other restructuring costs, primarily consisting of lease termination costs, professional fees and other miscellaneous exit costs. There were eight plants closed in 2014, and a total of 850 employees severed throughout 2014 as part of the Company’s restructuring efforts.

The focus for restructuring activities in 2013 was on the rationalization of operations and contingency actions in Rigid Industrial Packaging & Services. During 2013, the Company recorded restructuring charges of $4.8 million, consisting of $2.8 million in employee separation costs and $2.0 million in other restructuring costs, primarily consisting of lease termination costs, professional fees and other miscellaneous exit costs. There were no plants closed in 2013, but there was a total of 278 employees severed throughout 2013 as part of the Company’s restructuring efforts.

NOTE 8 – CONSOLIDATION OF VARIABLE INTEREST ENTITIES

The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIE’s quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIE’s for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.

 

62


Table of Contents

Significant Nonstrategic Timberland Transactions

On March 28, 2005, Soterra LLC (a wholly owned subsidiary) entered into two real estate purchase and sale agreements with Plum Creek Timberlands, L.P. (“Plum Creek”) to sell approximately 56,000 acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately $90 million, subject to closing adjustments. In connection with the closing of one of these agreements, Soterra LLC sold approximately 35,000 acres of timberland and associated assets in Florida, Georgia and Alabama for $51.0 million, resulting in a pretax gain of $42.1 million, on May 23, 2005. The purchase price was paid in the form of cash and a $50.9 million purchase note payable (the “Purchase Note”) by an indirect subsidiary of Plum Creek (the “Buyer SPE”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of the Company’s indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the “Deed of Guarantee”), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note.

The Company completed the second and final phase of these transactions in the first and second quarter of 2006, respectively, with the sale of 15,300 acres and another approximately 5,700 acres.

On May 31, 2005, STA Timber issued in a private placement its 5.20% Senior Secured Notes due August 5, 2020 (the “Monetization Notes”) in the principal amount of $43.3 million. In connection with the sale of the Monetization Notes, STA Timber entered into note purchase agreements with the purchasers of the Monetization Notes (the “Note Purchase Agreements”) and related documentation. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. The Monetization Notes may be accelerated in the event of a default in payment or a breach of the other obligations set forth therein or in the Note Purchase Agreements or related documents, subject in certain cases to any applicable cure periods, or upon the occurrence of certain insolvency or bankruptcy related events. The Monetization Notes are subject to a mechanism that may cause them, subject to certain conditions, to be extended to November 5, 2020. The proceeds from the sale of the Monetization Notes were primarily used for the repayment of indebtedness. Greif, Inc. and its other subsidiaries have not extended any form of guaranty of the principal or interest on the Monetization Notes. Accordingly, Greif, Inc. and its other subsidiaries will not become directly or contingently liable for the payment of the Monetization Notes at any time.

The Buyer SPE is deemed to be a VIE since the assets of the Buyer SPE are not available to satisfy the liabilities of the Buyer SPE. The Buyer SPE is a separate and distinct legal entity from the Company and no ownership interest in the Buyer SPE is held by the Company, but the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, Buyer SPE has been consolidated into the operations of the Company.

As of October 31, 2015 and 2014, assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity. For each of the years ended October 31, 2015, 2014 and 2013, the Buyer SPE recorded interest income of $2.4 million.

As of October 31, 2015 and 2014, STA Timber had long-term debt of $43.3 million. For each of the years ended October 31, 2015, 2014 and 2013, STA Timber recorded interest expense of $2.2 million. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of Guarantee.

Flexible Packaging Joint Venture

On September 29, 2010, Greif, Inc. and its indirect subsidiary Greif International Holding Supra C.V. (“Greif Supra,”) formed a joint venture (referred to herein as the “Flexible Packaging JV”) with Dabbagh Group Holding Company Limited and its subsidiary NSC. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment, with the exception of the North American multiwall packaging business, which was sold in August 2014. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date of September 29, 2010.

The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The economic and business purpose underlying the Flexible Packaging JV is to establish a global industrial flexible products enterprise through a series of targeted acquisitions and major investments in plant, machinery and equipment. All entities contributed to the Flexible Packaging JV were existing businesses acquired by Greif Supra and that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V. (“Asset Co.” and “Trading Co.”), respectively. The Flexibles Packaging J.V. also includes Global Textile Company LLC (“Global Textile”), which owned and operated a fabric hub in the Kingdom of Saudi Arabia that commenced operations in the fourth quarter of 2012 and ceased operations in the fourth quarter of 2014. The Company has 51 percent ownership in Trading Co. and 49 percent ownership in Asset Co. and Global Textile. However, Greif Supra and NSC have equal economic interests in the Flexible Packaging JV, notwithstanding the actual ownership interests in the various legal entities.

All investments, loans and capital contributions are to be shared equally by Greif Supra and NSC and each partner has committed to contribute capital of up to $150 million and obtain third party financing for up to $150 million as required.

 

63


Table of Contents

The following table presents the Flexible Packaging JV total net assets (Dollars in millions):

 

As of October 31,

   2015      2014  

Cash and cash equivalents

   $ 14.5       $ 6.6   

Trade accounts receivable, less allowance of $3.2 in 2015 and $4.3 in 2014

     47.5         60.1   

Inventories

     44.7         70.0   

Properties, plants and equipment, net

     43.1         57.0   

Other assets

     36.8         45.8   

Accounts payable

     27.9         43.7   

Other liabilities

     50.6         47.7   

During 2014, there was a conversion of short-term loans payable and accrued interest to equity. This transaction involved loans payable to another Greif entity and those payable to NSC. As of October 31, 2013, Asset Co. had outstanding advances to NSC for $0.6 million which were being used to fund certain costs incurred in the Kingdom of Saudi Arabia in respect of the fabric hub. These advances were recorded within the current portion related party notes and advances receivable on the Company’s consolidated balance sheet. As of October 31, 2013, Asset Co. and Trading Co. held short term loans payable to NSC for $12.7 million, recorded within short-term borrowings on the Company’s consolidated balance sheet. These loans were interest bearing and were used to fund certain operational requirements. The fabric hub ceased operations during the fourth quarter of 2014.

Net loss attributable to the noncontrolling interest in the Flexible Packaging JV for the years ended October 31, 2015, 2014 and 2013 were $14.2 million, $57.0 million and $9.1 million, respectively.

Non-United States Accounts Receivable VIE

As further described in Note 3, Cooperage Receivables Finance B.V. is a party to the European RPA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and no ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.

NOTE 9 – LONG-TERM DEBT

Long-term debt is summarized as follows (Dollars in millions):