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Greif Bros. 10-Q 2009
Form 10-Q
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2009
OR
     
o   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
(GREIF LOGO)
GREIF, INC.
(Exact name of registrant as specified in its charter)
 
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  31-4388903
(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
Not Applicable
Former name, former address and former fiscal year, if changed since last report.
 
Indicate by check mark whether the registrant (1) has filed all reports required 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o (Do not check if a smaller reporting company)   Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The number of shares outstanding of each of the issuer’s classes of common stock at the close of business on July 31, 2009 was as follows:
         
Class A Common Stock
  24,397,523 shares
Class B Common Stock
  22,462,266 shares
 
 

 

 


 

PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(Dollars in thousands, except per share amounts)
                                 
    Three months ended     Nine months ended  
    July 31,     July 31,  
    2009     2008     2009     2008  
Net sales
  $ 717,567     $ 1,034,081     $ 2,031,724     $ 2,798,392  
Cost of products sold
    575,018       841,221       1,674,539       2,298,040  
 
                       
Gross profit
    142,549       192,860       357,185       500,352  
 
                               
Selling, general and administrative expenses
    67,374       88,078       191,503       252,021  
Restructuring charges
    10,277       6,558       57,748       24,370  
Timberland disposals, net
          156             346  
Gain on disposal of properties, plants and equipment, net
    5,256       2,906       9,810       52,651  
 
                       
Operating profit
    70,154       101,286       117,744       276,958  
 
                               
Interest expense, net
    12,125       13,142       37,727       38,194  
Debt extinguishment charge
                782        
Other income (expense), net
    (4,245 )     (2,104 )     (4,075 )     (9,213 )
 
                       
Income before income tax expense and equity in earnings (losses) of affiliates and minority interests
    53,784       86,040       75,160       229,551  
 
                               
Income tax expense
    12,691       20,047       19,617       53,486  
Equity in earnings (losses) of affiliates and minority interests
    (1,362 )     (1,403 )     (2,404 )     (2,134 )
 
                       
Net income
  $ 39,731     $ 64,590     $ 53,139     $ 173,931  
 
                       
 
                               
Basic earnings per share:
                               
Class A Common Stock
  $ 0.68     $ 1.11     $ 0.92     $ 2.99  
Class B Common Stock
  $ 1.03     $ 1.67     $ 1.37     $ 4.48  
 
                               
Diluted earnings per share:
                               
Class A Common Stock
  $ 0.68     $ 1.10     $ 0.92     $ 2.95  
Class B Common Stock
  $ 1.03     $ 1.67     $ 1.37     $ 4.48  
See accompanying Notes to Consolidated Financial Statements

 

1


 

GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
                 
    July 31,     October 31,  
    2009     2008  
    (Unaudited)          
Current assets
               
Cash and cash equivalents
  $ 85,670     $ 77,627  
Trade accounts receivable, less allowance of $12,018 in 2009 and $13,532 in 2008
    326,221       392,537  
Inventories
    220,739       303,994  
Deferred tax assets
    30,121       33,206  
Net assets held for sale
    30,876       21,321  
Prepaid expenses and other current assets
    95,031       93,965  
 
           
 
    788,658       922,650  
 
           
 
               
Long-term assets
               
Goodwill
    545,176       512,973  
Other intangible assets, net of amortization
    104,537       104,424  
Assets held by special purpose entities (Note 8)
    50,891       50,891  
Other long-term assets
    105,534       88,563  
 
           
 
    806,138       756,851  
 
           
 
               
Properties, plants and equipment
               
Timber properties, net of depletion
    199,669       199,701  
Land
    122,109       119,679  
Buildings
    355,816       343,702  
Machinery and equipment
    1,071,303       1,046,347  
Capital projects in progress
    111,378       91,549  
 
           
 
    1,860,275       1,800,978  
Accumulated depreciation
    (784,858 )     (734,581 )
 
           
 
    1,075,417       1,066,397  
 
           
 
  $ 2,670,213     $ 2,745,898  
 
           
See accompanying Notes to Consolidated Financial Statements

 

2


 

GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND SHAREHOLDERS’ EQUITY
                 
    July 31,     October 31,  
    2009     2008  
    (Unaudited)          
Current liabilities
               
Accounts payable
  $ 243,905     $ 384,648  
Accrued payroll and employee benefits
    59,153       91,498  
Restructuring reserves
    18,606       15,147  
Short-term borrowings
    48,050       44,281  
Other current liabilities
    116,006       136,227  
 
           
 
    485,720       671,801  
 
           
 
               
Long-term liabilities
               
Long-term debt
    784,142       673,171  
Deferred tax liabilities
    184,804       183,021  
Pension liabilities
    10,250       14,456  
Postretirement benefit liabilities
    25,950       25,138  
Liabilities held by special purpose entities (Note 8)
    43,250       43,250  
Other long-term liabilities
    107,306       75,521  
 
           
 
    1,155,702       1,014,557  
 
           
 
               
Minority interest
    6,088       3,729  
 
           
 
               
Shareholders’ equity
               
Common stock, without par value
    94,812       86,446  
Treasury stock, at cost
    (115,436 )     (112,931 )
Retained earnings
    1,142,391       1,155,116  
Accumulated other comprehensive loss:
               
- foreign currency translation
    (69,036 )     (39,693 )
- interest rate derivatives
    (1,192 )     (1,802 )
- energy and other derivatives
    (1,082 )     (4,299 )
- minimum pension liabilities
    (27,754 )     (27,026 )
 
           
 
    1,022,703       1,055,811  
 
           
 
  $ 2,670,213     $ 2,745,898  
 
           
See accompanying Notes to Consolidated Financial Statements

 

3


 

GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
                 
For the nine months ended July 31,   2009     2008  
Cash flows from operating activities:
               
Net income
  $ 53,139     $ 173,931  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation, depletion and amortization
    74,562       78,974  
Asset impairments
    13,332       9,395  
Deferred income taxes
    4,868       (78,542 )
Gain on disposals of properties, plants and equipment, net
    (9,810 )     (52,651 )
Timberland disposals, net
          (346 )
Equity in losses of affiliates and minority interests
    2,404       2,134  
Increase (decrease) in cash from changes in certain assets and liabilities:
               
Trade accounts receivable
    78,577       (103,611 )
Inventories
    92,850       (74,833 )
Prepaid expenses and other current assets
    2,933       (16,587 )
Other long-term assets
    6,859       (12,023 )
Accounts payable
    (167,506 )     64,909  
Accrued payroll and employee benefits
    (33,727 )     (6,685 )
Restructuring reserves
    3,459       (5,743 )
Other current liabilities
    (29,382 )     28,911  
Pension and postretirement benefit liabilities
    (3,394 )     (327 )
Other long-term liabilities
    31,785       105,832  
Other
    (31,645 )     (89,840 )
 
           
Net cash provided by operating activities
    89,304       22,898  
 
           
 
               
Cash flows from investing activities:
               
Acquisitions of companies, net of cash acquired
    (32,999 )     (73,744 )
Purchases of properties, plants and equipment
    (81,400 )     (107,237 )
Purchases of timber properties
    (600 )     (1,500 )
Proceeds from the sale of properties, plants, equipment and other assets
    14,806       55,628  
Purchases of land rights and other
    (9,588 )     (3,837 )
Receipt of notes receivable
          33,178  
 
           
Net cash used in investing activities
    (109,781 )     (97,512 )
 
           
 
               
Cash flows from financing activities:
               
Proceeds from issuance of long-term debt
    2,738,793       1,693,310  
Payments on long-term debt
    (2,629,675 )     (1,609,663 )
Proceeds from short-term borrowings
    1,125       31,139  
Dividends paid
    (65,864 )     (54,474 )
Acquisitions of treasury stock and other
    (3,145 )     (16,683 )
Exercise of stock options
    747       3,440  
Debt issuance cost
    (13,124 )      
 
           
Net cash provided by financing activities
    28,857       47,069  
 
           
Effects of exchange rates on cash
    (337 )     3,156  
 
           
Net increase (decrease) in cash and cash equivalents
    8,043       (24,389 )
Cash and cash equivalents at beginning of period
    77,627       123,699  
 
           
Cash and cash equivalents at end of period
  $ 85,670     $ 99,310  
 
           
See accompanying Notes to Consolidated Financial Statements

 

4


 

GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2009
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets as of July 31, 2009 and October 31, 2008 and the consolidated statements of income and cash flows for the three-month and nine-month periods ended July 31, 2009 and 2008 of Greif, Inc. and subsidiaries (the “Company”). These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2008 (the “2008 Form 10-K”).
The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2009 or 2008, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ending in that year.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
Certain prior year amounts have been reclassified to conform to the 2009 presentation.
Industrial Packaging and Paper Packaging Acquisitions and Divestitures
During the first nine-months of 2009, the Company completed acquisitions of four industrial packaging companies and made a contingent purchase price payment related to a 2005 acquisition for an aggregate purchase price of $33.0 million. These four acquisitions consisted of two North American companies in February 2009, the acquisition of a North American company in June 2009, and the acquisition of a company in Asia in July 2009. All four industrial packaging acquisitions are expected to complement the Company’s existing product lines. These acquisitions, included in operating results from the acquisition dates, were accounted for using the purchase method of accounting and, accordingly, the purchase prices were allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the dates of acquisition. The estimated fair values of the net assets acquired were $25.0 million (including $6.3 million of accounts receivable and $3.6 million of inventory) and liabilities assumed were $13.3 million. Identifiable intangible assets, with a combined fair value of $4.3 million, including trade-names, customer relationships, and certain non-compete agreements, have been recorded for these acquisitions. The excess of the purchase prices over the estimated fair values of the net tangible and intangible assets acquired of $17.0 million was recorded as goodwill. The final allocation of the purchase prices may differ due to additional refinements in the fair values of the net assets acquired as well as the execution of consolidation plans to eliminate duplicate operations, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” This is due to the valuation of certain other assets and liabilities that are subject to refinement and therefore the actual fair value may vary from the preliminary estimates, certain closing date adjustments being finalized with the sellers, as well as the allocation of income tax adjustments. Adjustments to the acquired net assets resulting from final valuations are not expected to be significant.
During 2008, the Company completed acquisitions of four industrial packaging companies and one paper packaging company and made a contingent purchase price payment related to an acquisition from October 2005 for an aggregate purchase price of $90.3 million. These five acquisitions consisted of a joint venture in the Middle East in November 2007, acquisition of a 70 percent interest in a South American company in November 2007, the acquisition of a North American company in December 2007, the acquisition of a company in Asia in May 2008, and the acquisition of a North American paper packaging company in July 2008. These industrial packaging and paper packaging acquisitions complement the Company’s existing product lines that together will provide growth opportunities and scale. These acquisitions, included in operating results from the acquisition dates, were accounted for using the purchase method of accounting and, accordingly, the purchase prices were allocated to the assets purchased and liabilities assumed based upon their estimated fair values at the dates of acquisition. The estimated fair values of the net assets acquired were $66.7 million (including $12.2 million of accounts receivable and $7.4 million of inventory) and liabilities assumed were $43.2 million. Identifiable intangible assets, with a combined fair value of $22.0 million, including trade-names, customer relationships, and certain non-compete agreements, have been recorded for these acquisitions. The excess of the purchase prices over the estimated fair values of the net tangible and intangible assets acquired of $44.8 million was recorded as goodwill. The Company is finalizing the allocation of income tax adjustments. The Company is required to make a contingent payment in 2010 based on a fixed percentage of earnings before interest, taxes, depreciation and amortization for one acquisition. This payment is currently being negotiated. Furthermore, in December 2010, the Company is required to pay $5.0 million to purchase the land and building that is currently being leased from the seller of one North American industrial packaging acquisition.

 

5


 

The Company implemented various restructuring plans at certain of the 2008 acquired businesses discussed above. The Company’s restructuring activities, which were accounted for in accordance with Emerging Issues Task Force Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination” (“EITF 95-3”), primarily have included reductions in staffing levels, other exit costs associated with the consolidation of facilities, facility relocation, and the reduction of excess capacity. In connection with these restructuring activities, as part of the cost of the above acquisitions, the Company established reserves, primarily for severance and excess facilities, in the amount of $4.9 million, of which $1.5 million remains in the restructuring reserve at July 31, 2009. These charges primarily reflect severance, other exit costs associated with the consolidation of facilities, and the reduction of excess capacity.
Had the transactions occurred on November 1, 2007, results of operations would not have differed materially from reported results.
During 2008, the Company sold a business unit in Australia, a 51 percent interest in a Zimbabwean operation, three North American paper packaging operations and a North American industrial packaging operation. The net gain from these divestitures was $31.6 million and is included in gain on disposal of properties, plants, and equipment, net in the accompanying 2008 consolidated statement of income. Included in the gain calculation for the disposal in Australia was the reclass to net income of a gain of $37.4 million of accumulated foreign currency translation adjustments.
Stock-Based Compensation Expense
On November 1, 2005, the Company adopted SFAS No. 123(R), “Share-Based Payment,” which 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. In adopting SFAS No. 123(R), the Company used the modified prospective application transition method, as of November 1, 2005, the first day of the Company’s fiscal year 2006. There was no share-based compensation expense recognized under SFAS No. 123(R) for the first nine-months of 2009 or 2008.
SFAS No. 123(R) 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. The Company will use the straight-line single option method of expensing stock options to recognize compensation expense in its consolidated statements of income for all share-based awards. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense will be reduced to account for estimated forfeitures. SFAS No. 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. No options have been granted in 2009 and 2008. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the provisions of SFAS No. 123(R).
Equity Earnings and Minority Interests
Equity earnings represent investments in affiliates in which the Company does not exercise control and has a 20 percent or more voting interest. Such investments in affiliates are accounted for using the equity method of accounting. If the fair value of an investment in an affiliate is below its carrying value and the difference is deemed to be other than temporary, the difference between the fair value and the carrying value is charged to earnings. The Company has an equity interest in six affiliates, and the equity earnings of these interests were recorded in net income. Equity earnings (losses) for the three-months ended July 31, 2009 and 2008 were $0.4 million and $0.5 million, respectively and for the first nine-months of 2009 and 2008 were ($0.2) million and $1.6 million, respectively. There were no dividends received from our equity method subsidiaries for the nine-months ended July 31, 2009 and 2008, respectively.
The Company records minority interest expense which reflects the portion of the earnings of majority-owned operations which are applicable to the minority interest partners. The Company has majority holdings in various companies, and the minority interests of other persons in the respective net income of these companies were recorded as an expense. Minority interest expense for the three-months ended July 31, 2009 and 2008 was $1.8 million and $2.0 million, respectively and for the first nine-months of 2009 and 2008 was $2.2 million and $3.8 million, respectively.
Subsequent Events
The Company adopted SFAS No. 165, “Subsequent Events” for the quarter ended July 31, 2009. This standard is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS No. 165 had no impact to the Company’s financial statements. The Company evaluated all events or transactions that occurred after July 31, 2009 up through September 4, 2009, the date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events.

 

6


 

NOTE 2 — RECENT ACCOUNTING STANDARDS
In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141. The objective of SFAS No. 141(R) is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS No. 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquiree), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration. SFAS No. 141(R) will apply to any acquisition entered into on or after November 1, 2009 (2010 for the Company), but will have no effect on the Company’s consolidated financial statements for the fiscal year ending October 31, 2009 or any prior fiscal years upon adoption.
In December 2007, the FASB issued SFAS No. 160, “Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” The objective of SFAS No. 160 is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements. SFAS No. 160 amends Accounting Research Bulletin ARB No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 also changes the way the consolidated financial statements are presented, establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and expands disclosures in the consolidated financial statements that clearly identify and distinguish between the parent’s ownership interest and the interest of the noncontrolling owners of a subsidiary. The provisions of SFAS No. 160 are to be applied prospectively as of the beginning of the fiscal year in which SFAS No. 160 is adopted, except for the presentation and disclosure requirements, which are to be applied retrospectively for all periods presented. SFAS No. 160 will be effective for the Company’s financial statements for the fiscal year beginning November 1, 2009 (2010 for the Company). The Company is currently evaluating the impact, if any, that the adoption of SFAS No. 160 will have on its consolidated financial statements.
In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1, “Employers’ Disclosures About Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”), to provide guidance on employers’ disclosures about assets of a defined benefit pension or other postretirement plan. FSP FAS 132(R)-1 requires employers to disclose information about fair value measurements of plan assets similar to SFAS No. 157, “Fair Value Measurements.” The objectives of the disclosures are to provide an understanding of: (a) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies, (b) the major categories of plan assets, (c) the inputs and valuation techniques used to measure the fair value of plan assets, (d) the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and (e) significant concentrations of risk within plan assets. The disclosures required by FSP FAS 132(R)-1 will be effective for the Company’s financial statements for the fiscal year beginning November 1, 2009 (2010 for the Company). The Company is in the process of evaluating the impact that the adoption of FSP FAS 132(R)-1 may have on its financial statements and related disclosures.
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” The Statement amends SFAS No. 140 to improve the information provided in financial statements concerning transfers of financial assets, including the effects of transfers on financial position, financial performance and cash flows, and any continuing involvement of the transferor with the transferred financial assets. The provisions of SFAS No. 166 are effective for the Company’s financial statements for the fiscal year beginning November 1, 2010 (2011 for the Company). The Company is in the process of evaluating the impact that the adoption of SFAS No. 166 may have on its financial statements and related disclosures.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 amends Interpretation 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. It also amends FASB Interpretation 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The provisions of SFAS No. 167 are effective for the Company’s financial statements for the fiscal year beginning November 1, 2010 (2011 for the Company). The Company is in the process of evaluating the impact that the adoption of SFAS No. 167 may have on its financial statements and related disclosures.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles.” This standard replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and establishes two levels of accounting principles generally accepted in the United States of America, (“GAAP”), authoritative and non-authoritative. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company will begin to use the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the fourth quarter of fiscal 2009. The Company does not expect adoption of SFAS No. 168 to have a material impact on the Company’s financial statements.

 

7


 

NOTE 3 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
Pursuant to the terms of a Receivable Purchase Agreement (the “RPA”) dated October 28, 2004, as amended, between Greif Coordination Center BVBA (the “Seller”), an indirect wholly-owned subsidiary of Greif, Inc., and a major international bank (the “Buyer”), the Seller agreed to sell trade receivables meeting certain eligibility requirements that the Seller had purchased from other indirect wholly-owned indirect European subsidiaries of Greif, Inc., under discounted receivables purchase agreements and from an indirect wholly-owned French subsidiary under a factoring agreement. In addition, on October 28, 2005, an indirect wholly-owned Italian subsidiary of Greif, Inc., entered into the Italian Receivables Purchase Agreement with the Italian branch of the major international bank (the “Italian RPA”) and agreed to sell trade receivables that meet certain eligibility criteria to the Italian branch of the major international bank. The Italian RPA is similar in structure and terms as the RPA. The maximum amount of the receivables that may be sold under the RPA and the Italian RPA is 115.0 million ($161.6 million at July 31, 2009).
In October 2007, an indirect wholly-owned Singapore subsidiary of Greif Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of the aggregate receivables that may be sold under the Singapore RPA is 10.0 million Singapore Dollars ($6.9 million at July 31, 2009).
In October 2008, an indirect wholly-owned Brazil subsidiary of Greif, Inc., entered into agreements (“the Brazil Agreements”) with Brazilian Banks. There is no maximum amount of aggregate receivables that may be sold under the Brazil Agreements; however, the sale of individual receivables is subject to approval by the banks.
In May 2009, an indirect wholly-owned Malaysian subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (“the Malaysian Agreements”) with Malaysian Banks. The maximum amount of the aggregate receivables that may be sold under the Malaysian Agreements is 15.0 million Malaysian Ringgits ($4.3 million at July 31, 2009).
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. The bank 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, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and continues to recognize the deferred purchase price in its 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. At July 31, 2009 and October 31, 2008, 72.6 million ($102.0 million) and 106.0 million ($137.8 million), respectively, of accounts receivable were sold under the RPA and Italian RPA. At July 31, 2009 and October 31, 2008, 5.9 million Singapore Dollars ($4.1 million) and 7.8 million Singapore Dollars ($5.3 million), respectively, of accounts receivable were sold under the Singapore RPA. At July 31, 2009 and October 31, 2008, 20.3 million Brazilian Reais ($10.8 million) and 9.5 million Brazilian Reais ($4.5 million), respectively, of accounts receivable were sold under the Brazil Agreements. At July 31, 2009, 5.5 million Malaysian Ringgits ($1.6 million) of accounts receivable were sold under the Malaysian Agreements.
At the time the receivables are initially sold, the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale in the consolidated statements of income.
Expenses, primarily related to the loss on sale of receivables, associated with the RPA and Italian RPA totaled 0.8 million ($1.2 million) and 1.3 million ($2.0 million) for the three months ended July 31, 2009 and 2008, respectively; and 2.9 million ($3.9 million) and 3.4 million ($5.4 million)for the nine-months ended July 31, 2009 and 2008, respectively.
Expenses associated with the Singapore RPA totaled 0.1 million Singapore Dollars ($0.1 million) & 0.1 million Singapore Dollars ($0.1 million) for the three months ended July 31, 2009 and 2008, respectively; and 0.3 million Singapore Dollars ($0.2 million) and 0.2 million Singapore Dollars ($0.1 million) for the nine-months ended July 31, 2009 and 2008, respectively.
Expenses associated with the Brazil Agreements totaled 0.9 million Brazilian Reais ($0.4 million) for the three months ended July 31, 2009 and 1.4 million Brazilian Reais ($0.7 million) for the nine-months ended July 31, 2009. There were no expenses for the period ended July 31, 2008 as the Brazil Agreement did not commence until first quarter 2009.
Expenses associated with the Malaysian Agreements were insignificant for the three months ended July 31, 2009 and for the nine-months ended July 31, 2009. There were no expenses for the period ended July 31, 2008 as the Malaysian Agreement did not commence until third quarter 2009.
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 RPA, the Italian RPA, the Singapore RPA, the Brazil Agreements, and the Malaysian Agreements.. The servicing liability for these receivables is not material to the consolidated financial statements.

 

8


 

NOTE 4 — INVENTORIES
Inventories are summarized as follows (Dollars in thousands):
                 
    July 31,     October 31,  
    2009     2008  
Finished goods
  $ 54,014     $ 71,659  
Raw materials and work-in-process
    187,478       279,186  
 
           
 
    241,492       350,845  
Reduction to state inventories on last-in, first-out basis
    (20,753 )     (46,851 )
 
           
 
  $ 220,739     $ 303,994  
 
           
Inventories are stated at the lower of cost or market, utilizing the first-in, first-out basis (“FIFO”) for approximately 78 percent of consolidated inventories and the last-in, first-out (“LIFO”) basis for approximately 22 percent of consolidated inventories. At July 31, 2009, approximately 50 percent of inventories in the United States utilize the LIFO basis, and approximately 50 percent utilize the FIFO basis. The lower LIFO reserve is a result of both lower commodity prices and lower inventory levels. All Non-United States inventories utilize the FIFO basis.
NOTE 5 — NET ASSETS HELD FOR SALE
Net assets held for sale represent land, buildings and land improvements less accumulated depreciation for locations that meet the classification requirements of net assets held for sale as defined in SFAS No. 144, “Accounting for Impairment or Disposal of Long-Lived Assets.” As of July 31, 2009, there were twelve facilities held for sale. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the facility sales within the upcoming year.
On a quarterly basis, the Company reviews its fair value estimate of net assets held for sale. The inputs are considered level 3 under SFAS No. 157, “Fair Value Measurements.” See Note 10, “FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS,” for additional discussion of SFAS No. 157. The inputs include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. As of July 31, 2009, the Company has not recognized impairments related to the net assets held for sale.
NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS
The Company annually and on an interim basis, when considered necessary, reviews goodwill and indefinite-lived intangible assets for impairment as required by SFAS No. 142, “Goodwill and Other Intangible Assets.” The Company has concluded that no impairment exists at this time.
Changes to the carrying amount of goodwill by segment for the nine-month period ended July 31, 2009 are as follows (Dollars in thousands):
                         
    Industrial     Paper        
    Packaging     Packaging     Total  
Balance at October 31, 2008
  $ 480,312     $ 32,661     $ 512,973  
Goodwill acquired
    17,015             17,015  
Goodwill adjustments
    5,186       (388 )     4,798  
Currency translation
    10,390             10,390  
 
                 
Balance at July 31, 2009
  $ 512,903     $ 32,273     $ 545,176  
 
                 
The goodwill acquired of $17.0 million consists of a $2.8 million contingent purchase price payment related to a 2005 acquisition and $14.2 million of preliminary goodwill related to acquisitions in the Industrial Packaging segment during the nine-month period ending July 31, 2009. The goodwill adjustments represent a net increase in goodwill of $4.8 million primarily related to the final purchase price adjustments for three of the 2008 acquisitions, the recognition of deferred tax assets and the recording of tax contingency reserves.

 

9


 

All other intangible assets for the periods presented, except for $10.6 million related to the Tri-Sure Trademark, Blagden Express Tradename, and Closed-loop Tradename, are subject to amortization and are being amortized using the straight-line method over periods that range from five to 20 years. The detail of other intangible assets by class as of July 31, 2009 and October 31, 2008 are as follows (Dollars in thousands):
                         
    Gross              
    Intangible     Accumulated     Net Intangible  
    Assets     Amortization     Assets  
July 31, 2009:
                       
Trademark and patents
  $ 33,419     $ 14,963     $ 18,456  
Non-compete agreements
    17,102       5,206       11,896  
Customer relationships
    84,629       15,336       69,293  
Other
    9,818       4,926       4,892  
 
                 
Total
  $ 144,968     $ 40,431     $ 104,537  
 
                 
 
                       
October 31, 2008:
                       
Trademark and patents
  $ 29,996     $ 13,066     $ 16,930  
Non-compete agreements
    16,514       3,470       13,044  
Customer relationships
    80,017       10,741       69,276  
Other
    9,624       4,450       5,174  
 
                 
Total
  $ 136,151     $ 31,727     $ 104,424  
 
                 
During the first nine-months of 2009, gross intangible assets increased by $8.8 million. The increase in gross intangible assets is comprised of $0.1 million in final purchase price allocations related to the 2008 acquisition in the Paper Packaging segment, $4.3 million in preliminary purchase price allocations related to 2009 acquisitions and a $4.4 million increase of currency fluctuations both related to the Industrial Packaging segment. Amortization expense for the three-months ended July 31, 2009 and 2008 was $2.9 million and $2.2 million, respectively and for the nine-months ended July 31, 2009 and 2008 was $8.0 million and $7.0 million, respectively. Amortization expense for the next five years is expected to be $13.2 million in 2010, $12.4 million in 2011, $11.2 million in 2012, $8.6 million in 2013 and $7.3 million in 2014.
NOTE 7 — RESTRUCTURING CHARGES
The focus for restructuring activities in 2009 is on business realignment to address the adverse impact resulting from the sharp decline in business throughout the global economy and further implementation of the Greif Business System. During the first nine-months of 2009, the Company recorded restructuring charges of $57.7 million, consisting of $29.8 million in employee separation costs, $14.6 million in asset impairments and $13.3 million in other costs. In addition, the Company recorded $10.1 million in restructuring-related inventory charges in cost of products sold. Sixteen company-owned plants in the Industrial Packaging segment were closed and the total employees severed that were eligible for severance during the first nine-months of 2009 were 1,178. Additional restructuring charges for the above activities are anticipated to be approximately $10 million for the remainder of 2009.
In 2008, the focus for restructuring activities was on integration of acquisitions in the Industrial Packaging segment and on alignment to market-focused strategy and implementation of the Greif Business System in the Paper Packaging segment. During the first nine-months of 2008, the Company recorded restructuring charges of $24.4 million, consisting of $9.3 million in employee separation costs, $9.4 million in asset impairments, $0.5 million in professional fees and $5.2 million in other costs. Three company-owned plants in the Industrial Packaging segment were closed and one in the Paper Packaging segment had expenses primarily related to market consolidation. The total employees severed that were eligible for severance during the first nine months of 2008 were 337.

 

10


 

For each relevant business segment, costs incurred in 2009 are as follows (Dollars in thousands):
                         
                    Total Amounts  
    Three months ended     Nine months ended     Expected to be  
    July 31, 2009     July 31, 2009     Incurred  
Industrial Packaging
                       
Employee separation costs
  $ 4,715     $ 28,201     $ 40,231  
Asset impairments
    1,712       13,294       20,161  
Inventory adjustments
    830       10,115       10,148  
Other restructuring costs
    3,595       13,265       22,787  
 
                 
 
    10,852       64,875       93,327  
 
                       
Paper Packaging
                       
Employee separation costs
          1,451       2,143  
Asset impairments
          38       169  
Other restructuring costs
    245       1,339       1,365  
 
                 
 
    245       2,828       3,677  
 
                       
Timber
                       
Employee separation costs
    10       160       160  
 
                 
 
    10       160       160  
 
                 
 
                       
 
  $ 11,107     $ 67,863     $ 97,164  
 
                 
Total amounts expected to be incurred above are from open restructuring plans which are anticipated to be realized in 2009 and 2010.
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine-month period ended July 31, 2009 (Dollars in thousands):
                                         
    Cash Charges     Non-cash Charges        
    Employee                      
    Separation             Asset     Inventory        
    Costs     Other Costs     Impairments     Write-down     Total  
Balance at October 31, 2008
  $ 14,413     $ 734     $     $     $ 15,147  
Costs incurred and charged to expense
    29,812       14,604       13,332             57,748  
Costs incurred and charged to cost of products sold
                      10,115       10,115  
Reserves established in the purchase price of business combinations
    394       1,689       3,209             5,292  
Costs paid or otherwise settled
    (27,782 )     (15,258 )     (16,541 )     (10,115 )     (69,696 )
 
                             
Balance at July 31, 2009
  $ 16,837     $ 1,769     $     $     $ 18,606  
 
                             
NOTE 8 — SIGNIFICANT NONSTRATEGIC TIMBERLAND TRANSACTIONS AND CONSOLIDATION OF VARIABLE INTEREST ENTITIES
On May 31, 2005, STA Timber LLC, a wholly owned subsidiary of the Company (“STA Timber”) issued in a private placement its 5.20 percent 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 (as hereafter defined). 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. The Purchase Note means the $50.9 million purchase note payable by an indirect subsidiary of Plum Creek Timberlands, L.P. (“Plum Creek”) as a portion of the purchase price in connection with its purchase from Soterra LLC, a wholly owned subsidiary of the Company, of approximately 56,000 acres of timberland located in Florida, Georgia and Alabama, on May 23, 2005. 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.

 

11


 

The Company has consolidated the assets and liabilities of STA Timber in accordance with FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities.” Because STA Timber is a separate and distinct legal entity from Greif, Inc. and its other subsidiaries, the assets of STA Timber are not available to satisfy the liabilities and obligations of these entities and the liabilities of STA Timber are not liabilities or obligations of these entities. In addition, 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 Company has also consolidated the assets and liabilities of the buyer-sponsored special purpose entity (the “Buyer SPE”) involved in these transactions as the result of Interpretation 46R. However, because the Buyer SPE is a separate and distinct legal entity from the Company, the assets of the Buyer SPE are not available to satisfy the liabilities and obligations of the Company and the liabilities of the Buyer SPE are not liabilities or obligations of the Company.
Assets of the Buyer SPE at July 31, 2009 and October 31, 2008 consist of restricted bank financial instruments of $50.9 million. STA Timber had long-term debt of $43.3 million as of July 31, 2009 and October 31, 2008. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of Guarantee, but the Company does not expect that issuer to fail to meet its obligations. The accompanying consolidated income statements for the nine-month periods ended July 31, 2009 and 2008 include interest expense on STA Timber debt of $1.7 million and interest income on Buyer SPE investments of $1.8 million.
NOTE 9 — DEBT
Long-term debt is summarized as follows (Dollars in thousands):
                 
    July 31,     October 31,  
    2009     2008  
$700 Million Credit Agreement
  $ 227,870     $  
$450 Million Credit Agreement
          247,597  
Senior Notes due 2017
    300,000       300,000  
Senior Notes due 2019
    241,593        
Trade accounts receivable credit facility
    10,000       120,000  
Other long-term debt
    4,679       5,574  
 
           
 
  $ 784,142     $ 673,171  
 
           
$700 Million Credit Agreement
On February 19, 2009, the Company and Greif International Holding B.V., as borrowers, entered into a $700 million Senior Secured Credit Agreement (the “Credit Agreement”) with a syndicate of financial institutions. The Credit Agreement provides for a $500 million revolving multicurrency credit facility and a $200 million term loan, both maturing in February 2012, with an option to add $200 million to the facilities with the agreement of the lenders. The $200 million term loan is scheduled to amortize by $2.5 million each quarter-end for the first four quarters, $5 million each quarter-end for the next eight quarters and $150 million on the maturity date. The Credit Agreement is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes, to finance acquisitions, and to repay amounts outstanding under the previous $450 million credit agreement. Interest is based on a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. On February 19, 2009, $325.3 million borrowed under the revolving credit facility and term loan was used to prepay the obligations outstanding under the $450 million Credit Agreement and certain costs and expenses incurred in connection with the Credit Agreement. As of July 31, 2009, $227.9 million was outstanding under the Credit Agreement. The weighted average interest rate on the Credit Agreement was 3.17 percent since February 19, 2009, and the interest rate was 3.22 percent at July 31, 2009.
The Credit Agreement contains financial covenants that require the Company to maintain a certain leverage ratio and a fixed charge coverage ratio. At July 31, 2009, the Company was in compliance with these covenants.
$450 Million Credit Agreement
On February 19, 2009, the Company and certain of its international subsidiaries terminated a $450 million credit agreement described in previous filings. As a result of this transaction, a $0.8 million debt extinguishment charge, which includes the write-off of unamortized capitalized debt issuance costs, was recorded.

 

12


 

Senior Notes due 2017
On February 9, 2007, the Company issued $300.0 million of 6 3 /4 percent Senior Notes due February 1, 2017. Interest on the Senior Notes is payable semi-annually. Proceeds from the issuance of Senior Notes were principally used to fund the purchase of previously outstanding 8 7/8 percent Senior Subordinated Notes in a tender offer and for general corporate purposes.
The Indenture pursuant to which the Senior Notes were issued contains certain covenants. At July 31, 2009, the Company was in compliance with these covenants.
Senior Notes due 2019
On July 28, 2009, the Company issued $250.0 million of 7 3 /4 percent Senior Notes due August 1, 2019. Interest on the Senior Notes is payable semi-annually. Proceeds from the issuance of Senior Notes were principally used for general corporate purposes, including the repayment of amounts outstanding under its revolving multicurrency credit facility, without any permanent reduction of the commitments.
The Indenture pursuant to which the Senior Notes were issued contains certain covenants. At July 31, 2009, the Company was in compliance with these covenants.
United States Trade Accounts Receivable Credit Facility
On December 8, 2008, the Company entered into a $135.0 million trade accounts receivable credit facility with a financial institution and its affiliate, with a maturity date of December 8, 2013, subject to earlier termination of their purchase commitment on December 7, 2009, or such later date to which the purchase commitment may be extended by agreement of the parties. The credit facility is secured by certain of the Company’s trade accounts receivable in the United States and bears interest at a variable rate based on the applicable commercial paper rate plus a margin or other agreed-upon rate (1.93 percent at July 31, 2009). In addition, the Company can terminate the credit facility at any time upon five days prior written notice. A significant portion of the proceeds from this credit facility were used to pay the obligations under the previous trade accounts receivable credit facility, which was terminated. The remaining proceeds were and will be used to pay certain fees, costs and expenses incurred in connection with the credit facility and for working capital and general corporate purposes. There was $10.0 million outstanding under the United States trade accounts receivable credit facility at July 31, 2009. The agreement for this receivables financing facility contains financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio. At July 31, 2009, the Company was in compliance with these covenants.
Greif Receivables Funding LLC (“GRF”), an indirect subsidiary of the Company, has participated in the purchase and transfer of receivables in connection with these credit facilities and is included in the Company’s consolidated financial statements. However, because GRF is a separate and distinct legal entity from the Company and its other subsidiaries, the assets of GRF are not available to satisfy the liabilities and obligations of the Company and its other subsidiaries, and the liabilities of GRF are not the liabilities or obligations of the Company and its other subsidiaries. This entity purchases and services the Company’s trade accounts receivable that are subject to these credit facilities.
Other
In addition to the amounts borrowed against the Credit Agreement and proceeds from the Senior Notes and the United States trade accounts receivable credit facility, the Company had other debt outstanding of $52.7 million, comprised of $4.7 million in long-term debt and $48.0 million in short-term borrowings, at July 31, 2009 and other debt outstanding of $49.9 million, comprised of $5.6 million in long-term debt and $44.3 million in short-term borrowings, at October 31, 2008.
At July 31, 2009, annual maturities of the Company’s long-term debt under the various financing arrangements were $22.2 million in 2010, $20.0 million in 2011, $187.9 million in 2012, $10.0 million in 2014 and $541.6 million thereafter.
At July 31, 2009 and October 31, 2008, the Company had deferred financing fees and debt issuance costs of $15.5 million and $4.6 million, respectively, which are included in other long-term assets.
In April 2009, the FASB issued FASB Staff Position FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). The FASB Staff Position, (“FSP”) requires that for interim reporting periods, a company must (a) disclose the fair value of all financial instruments for which it is practicable to estimate that value, (b) present the fair value together with the related carrying amount reported on the balance sheet, and (c) describe the methods and significant assumptions used to estimate fair value and any changes in the methods and significant assumptions during the period. The Company adopted FSP FAS 107-1 and APB 28-1 for the fiscal quarter ended July 31, 2009.
NOTE 10 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASURMENTS
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings at July 31, 2009 and October 31, 2008 approximate their fair values because of the short-term nature of these items.
The estimated fair value of the Company’s long-term debt was $772.8 million and $619.2 million as compared to the carrying amounts of $784.1 million and $673.2 million at July 31, 2009 and October 31, 2008, respectively. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for debt of the same remaining maturities.

 

13


 

The Company uses derivatives from time to time to partially mitigate the effect of exposure to interest rate movements, exposure to foreign currency fluctuations, and commodity cost fluctuations. The Company records derivatives based on SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and related amendments. This Statement requires that all derivatives be recognized as assets or liabilities in the balance sheet and measured at fair value. Changes in the fair value of derivatives are recognized in either net income or in other comprehensive income, depending on the designated purpose of the derivative.
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115.” SFAS No. 159 permits companies to measure many financial instruments and certain other items at fair value at specified election dates. SFAS No. 159 was effective for the Company on November 1, 2008. Since the Company has not utilized the fair value option for any allowable items, the adoption of SFAS No. 159 did not have a material impact on the Company’s financial condition and results of operations.
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value within GAAP and expands required disclosures about fair value measurements. In November 2007, the FASB provided a one year deferral for the implementation of SFAS No. 157 for nonfinancial assets and liabilities. The Company adopted SFAS No. 157 on February 1, 2008, as required. The adoption of SFAS No. 157 did not have a material impact on the Company’s financial condition and results of operations.
SFAS No. 157 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. As of July 31, 2009, the Company held certain derivative asset and liability positions that are required to be measured at fair value on a Level 2 basis. The majority of the Company’s derivative instruments related to receive fixed-rate, pay floating-rate interest rate swaps and receive fixed-rate, pay fixed-rate cross-currency interest rate swaps. The fair values of these derivatives have been measured in accordance with Level 2 inputs in the fair value hierarchy, and as of July 31, 2009, are as follows (Dollars in thousands):
                     
            Fair Value      
    Notional Amount     Adjustment     Balance Sheet Location
    July 31, 2009     July 31, 2009     July 31, 2009
Cross-currency interest rate swaps
  $ 300,000     $ (7,692 )   Other long-term assets
Interest rate derivatives
    225,000       (1,834 )   Other long-term liabilities
Energy and other derivatives
    54,049       (1,571 )   Other current liabilities
 
               
Total
  $ 579,049     $ (11,097 )    
 
               
The Company has entered into cross-currency interest rate swaps which are designated as a hedge of a net investment in a foreign operation. Under these agreements, the Company receives interest semi-annually from the counterparties equal to a fixed rate of 6.75 percent on $300.0 million and pays interest at a fixed rate of 6.25 percent on 219.9 million. Upon maturity of these swaps on August 1, 2009, August 1, 2010, and August 1, 2012, the Company will be required to pay 73.3 million to the counterparties and receive $100.0 million from the counterparties on each of these dates. The other comprehensive loss on these agreements was $7.7 million and a gain of $24.5 million at July 31, 2009 and October 31, 2008, respectively. On August 1, 2009, the Company paid 73.3 million ($103.2 million) to the counterparties and received $100.0 million from the counterparties.
The Company has interest rate swap agreements with various maturities through 2011. The interest rate swap agreements are used to fix a portion of the interest on the Company’s variable rate debt. Under certain of these agreements, the Company receives interest quarterly from the counterparties equal to LIBOR and pays interest at a fixed rate (4.93 percent at July 31, 2009) over the life of the contracts.
At July 31, 2009, the Company had outstanding foreign currency forward contracts in the notional amount of $48.9 million ($174.0 million at October 31, 2008). The purpose of these contracts is to hedge the Company’s exposure to foreign currency transactions and short-term intercompany loan balances in its international businesses. The fair value of these contracts at July 31, 2009 resulted in a loss of $0.1 million recorded in other comprehensive income and a gain of $0.1 million recorded in the consolidated statements of income. The fair value of similar contracts at July 31, 2008 resulted in a gain of $0.6 million recorded in other comprehensive income and a loss of $0.4 million recorded in the consolidated statements of income.

 

14


 

The Company has entered into certain cash flow hedges to mitigate its exposure to cost fluctuations in natural gas prices through October 31, 2010. The fair value of the energy hedges was in an unfavorable position of $1.6 million ($1.0 million net of tax) at July 31, 2009, compared to an unfavorable position of $5.2 million ($3.4 million net of tax) at October 31, 2008. As a result of the high correlation between the hedged instruments and the underlying transactions, ineffectiveness has not had a material impact on the Company’s consolidated statements of income for the quarter ended July 31, 2009.
The Company has entered into certain cash flow hedges to mitigate its exposure to cost fluctuations in old corrugated containers prices through July 31, 2009. The fair value of these hedges was in an unfavorable position of $0.1 million ($0.0 million net of tax). As a result of the high correlation between the hedged instruments and the underlying transactions, ineffectiveness has not had a material impact on the Company’s consolidated statements of income for the quarter ended July 31, 2009.
While the Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts, its counterparties are established banks and financial institutions with high credit ratings. The Company has no reason to believe that such counterparties will not be able to fully satisfy their obligations under these contracts.
During the next three months, the Company expects to reclassify into earnings a net loss from accumulated other comprehensive income of approximately $1.0 million after tax at the time the underlying hedge transactions are realized.
NOTE 11 — CONTINGENT LIABILITIES
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 now be determined because of considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies.
All lawsuits, claims and proceedings are considered by the Company in establishing reserves for contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” In accordance with the provisions of SFAS No. 5, 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 adverse effect on the Company’s financial position or results from operations.
NOTE 12 — CAPITAL STOCK
Class A Common Stock is entitled to cumulative dividends of 1 cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to one half (1/2) cent per share per year. Further distribution in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half (1 1/2) cents a share for Class B Common Stock. The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears or unless changes are proposed to the Company’s certificate of incorporation. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.

 

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The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:
                                 
    Authorized             Outstanding        
    Shares     Issued Shares     Shares     Treasury Shares  
July 31, 2009:
                               
Class A Common Stock
    128,000,000       42,281,920       24,397,523       17,884,397  
Class B Common Stock
    69,120,000       34,560,000       22,462,266       12,097,734  
 
                               
October 31, 2008:
                               
Class A Common Stock
    128,000,000       42,281,920       24,081,998       18,199,922  
Class B Common Stock
    69,120,000       34,560,000       22,562,266       11,997,734  
NOTE 13 — DIVIDENDS PER SHARE
The following dividends per share were paid during the periods indicated:
                                 
    Three Months Ended July 31     Nine Months Ended July 31  
    2009     2008     2009     2008  
Class A Common Stock
  $ 0.38     $ 0.38     $ 1.14     $ 0.94  
Class B Common Stock
  $ 0.57     $ 0.57     $ 1.70     $ 1.40  
NOTE 14 — CALCULATION OF EARNINGS PER SHARE
The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share as prescribed in SFAS No. 128, “Earnings Per Share.” In accordance with the Statement, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder allocated assuming all of the earnings for the period have been distributed in the form of dividends. The following is a reconciliation of the average shares used to calculate basic and diluted earnings per share:
                                 
    July 31     July 31  
    2009     2008     2009     2008  
Class A Common Stock:
                               
Basic shares
    24,386,195       23,980,226       24,289,802       23,893,770  
Assumed conversion of stock options
    361,572       496,334       307,566       497,082  
 
                       
Diluted shares
    24,747,767       24,476,560       24,597,368       24,390,852  
 
                       
 
                               
Class B Common Stock:
                               
Basic and diluted shares
    22,462,266       22,733,619       22,480,187       22,853,048  
 
                       

 

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NOTE 15 — COMPREHENSIVE INCOME
Comprehensive income is comprised of net income and other charges and credits to equity that are not the result of transactions with the Company’s owners. The components of comprehensive income, net of tax, are as follows (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2009     2008     2009     2008  
Net income
  $ 39,731     $ 64,590     $ 53,139     $ 173,931  
Other comprehensive income (loss):
                               
Foreign currency translation adjustment
    8,989       16,077       (29,343 )     (27,500 )
Changes in fair value of interest rate derivatives, net of tax
    (178 )     725       610       (1,060 )
Changes in fair value of energy and other derivatives, net of tax
    1,300       (2,286 )     3,217       (1,984 )
Minimum pension liability adjustment, net of tax
    (137 )     91       (728 )     127  
 
                       
Comprehensive income
  $ 49,705     $ 79,197     $ 26,895     $ 143,514  
 
                       
The following are the income tax benefit (expense) for each other comprehensive income (loss) line items:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2009     2008     2009     2008  
Income tax (benefit) expense:
                               
Changes in fair value of interest rate derivatives, net of tax
    (55 )     228       215       (322 )
Changes in fair value of energy and other derivatives, net of tax
    402       (718 )     1,136       (603 )
Minimum pension liability adjustment, net of tax
    (42 )     29       (257 )     39  
NOTE 16 — INCOME TAXES
The Company applies FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes.” FIN 48 is an interpretation of SFAS No. 109, “Accounting for Income Taxes,” and clarifies the accounting for uncertainty in income tax positions. FIN 48 prescribes a recognition threshold and measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance regarding uncertain tax positions relating to de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
The Company has estimated the reasonably possible expected net change in unrecognized tax benefits through July 31, 2010 based on expected settlements or payments of uncertain tax positions, and lapses of the applicable statutes of limitations of unrecognized tax benefits. The estimated net decrease in unrecognized tax benefits for the next 12 months is approximately $2.8 million. Actual results may differ materially from this estimate.
The Company’s uncertain tax positions for the nine-months ended July 31, 2009 were reduced by approximately $2.4 million due to a statute of limitations expiring. There were no other significant changes in the Company’s uncertain tax positions for this period.

 

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NOTE 17 — RETIREMENT PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
The components of net periodic pension cost include the following (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2009     2008     2009     2008  
Service cost
  $ 1,842     $ 3,151     $ 5,526     $ 9,453  
Interest cost
    4,143       7,660       12,429     $ 22,980  
Expected return on plan assets
    (4,398 )     (9,098 )     (13,194 )   $ (27,294 )
Amortization of prior service cost, initial net asset and net actuarial gain
    288       1,192       864     $ 3,576  
 
                       
Net periodic pension costs
  $ 1,875     $ 2,905     $ 5,625     $ 8,715  
 
                       
The Company made $10.9 million in pension contributions in the nine-months ended July 31, 2009. Based on minimum funding requirements including a change in measurement date to October 31 for all defined benefit plans, $15.2 million of pension contributions are estimated for the entire 2009 fiscal year.
The components of net periodic cost for postretirement benefits include the following (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2009     2008     2009     2008  
Service cost
  $     $ 8     $       24  
Interest cost
    374       502       1,122       1,506  
Amortization of prior service cost and recognized actuarial gain
    (283 )     (348 )     (849 )     (1,044 )
 
                       
Net periodic cost for postretirement benefits
  $ 91     $ 162     $ 273     $ 486  
 
                       

 

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NOTE 18 — BUSINESS SEGMENT INFORMATION
The Company operates in three business segments: Industrial Packaging, Paper Packaging and Timber.
Operations in the Industrial Packaging segment involve the production and sale of industrial packaging and related services. These products are manufactured and sold in over 45 countries throughout the world.
Operations in the Paper Packaging segment involve the production and sale of containerboard, both semi-chemical and recycled, corrugated sheets, corrugated containers and multiwall bags and related services. These products are manufactured and sold in North America.
Operations in the Timber segment involve the management and sale of timber and special use properties from approximately 267,150 acres of timber properties in the southeastern United States. The Company also owns approximately 27,400 acres of timber properties in Canada, which are not actively managed at this time. In addition, the Company sells, from time to time, timberland and special use land, which consists of surplus land, higher and better use land, and development land.
The Company’s reportable segments are strategic business units that offer different products. The accounting policies of the reportable segments are substantially the same as those described in the “Description of Business and Summary of Significant Accounting Policies” note (see Note 1) in the 2008 Form 10-K.

 

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The following segment information is presented for the periods indicated (Dollars in thousands):
                                 
    Three months ended     Nine Months ended  
    July 31,     July 31,  
    2009     2008     2009     2008  
Net sales:
                               
Industrial Packaging
  $ 594,236     $ 852,428     $ 1,650,825     $ 2,271,715  
Paper Packaging
    120,193       177,530       368,642       509,776  
Timber
    3,138       4,123       12,257       16,901  
Total net sales
  $ 717,567     $ 1,034,081     $ 2,031,724     $ 2,798,392  
 
                               
Operating profit:
                               
Operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net:
                               
Industrial Packaging
  $ 69,291     $ 92,868     $ 132,363     $ 235,150  
Paper Packaging
    7,630       12,843       43,320       47,294  
Timber
    4,340       1,977       9,924       18,538  
 
                       
Operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net:
    81,261       107,688       185,607       300,982  
 
                       
 
                               
Restructuring charges:
                               
Industrial Packaging
    10,022       4,736       54,760       20,993  
Paper Packaging
    245       1,822       2,828       3,310  
Timber
    10             160       67  
 
                       
Restructuring charges
    10,277       6,558       57,748       24,370  
 
                               
Restructuring-related inventory charges — Industrial Packaging
    830             10,115        
Timberland disposals, net — Timber
          156             346  
 
                       
Total operating profit
  $ 70,154     $ 101,286     $ 117,744     $ 276,958  
 
                       
 
                               
Depreciation, depletion and amortization expense:
                               
Industrial Packaging
  $ 18,058     $ 18,432     $ 53,071     $ 54,584  
Paper Packaging
    6,216       7,125       19,586       20,150  
Timber
    770       779       1,905       4,240  
 
                       
Total depreciation, depletion and amortization expense
  $ 25,044     $ 26,336     $ 74,562     $ 78,974  
 
                       
                 
    July 31,     October 31,  
    2009     2008  
Assets:
               
Industrial Packaging
  $ 1,758,286     $ 1,831,010  
Paper Packaging
    333,251       360,263  
Timber
    255,852       254,771  
 
           
Total segments
    2,347,389       2,446,044  
Corporate and other
    322,824       299,854  
 
           
Total assets
  $ 2,670,213     $ 2,745,898  
 
           

 

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The following table presents net sales to external customers by geographic area (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31,     July 31,  
    2009     2008     2009     2008  
Net sales:
                               
North America
  $ 374,636     $ 530,295     $ 1,129,996     $ 1,456,146  
Europe, Middle East and Africa
    233,504       365,168       608,215       972,242  
Other
    109,427       138,618       293,513       370,004  
 
                       
Total net sales
  $ 717,567     $ 1,034,081     $ 2,031,724     $ 2,798,392  
 
                       
The following table presents total assets by geographic area (Dollars in thousands):
                 
    July 31,     October 31,  
    2009     2008  
Assets:
               
North America
  $ 1,777,469     $ 1,836,049  
Europe, Middle East and Africa
    510,625       568,061  
Other
    382,119       341,788  
 
           
Total assets
  $ 2,670,213     $ 2,745,898  
 
           
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The terms “Greif,” “our company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-Q to the years 2009 or 2008, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ending in that year.
The discussion and analysis presented below relates to the material changes in financial condition and results of operations for our consolidated balance sheets as of July 31, 2009 and October 31, 2008, and for the consolidated statements of income for the three-month and nine-month periods ended July 31, 2009 and 2008. This discussion and analysis should be read in conjunction with the consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2008 (the “2008 Form 10-K”). Readers are encouraged to review the entire 2008 Form 10-K, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.
All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. 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” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q are based on information currently available to our management. 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 Greif’s actual results to differ materially from those projected, see “Risk Factors” in Part I, Item 1A of the 2008 Form 10-K, updated by Part II, Item 1A of this Form 10-Q. All forward-looking statements made in this Form 10-Q are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, Greif undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

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OVERVIEW
We operate in three business segments: Industrial Packaging; Paper Packaging; and Timber.
We are a leading global provider of industrial packaging products, such as steel, fibre and plastic drums, intermediate bulk containers, closure systems for industrial packaging products, transit protection products and polycarbonate water bottles, and services, such as blending, filling and other packaging services, logistics and warehousing. We seek to provide complete packaging solutions to our customers by offering a comprehensive range of products and services on a global basis. We sell our products to customers in industries such as chemicals, paint and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others. In addition, we provide a variety of blending and packaging services, logistics and warehousing to customers in many of these same industries in North America.
We sell our containerboard, corrugated sheets, corrugated containers and multiwall bags 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, building products, automotive components, books and furniture, as well as numerous other applications. Our full line of multiwall bag products is used to ship a wide range of industrial and consumer products, such as seed, fertilizers, chemicals, concrete, flour, sugar, feed, pet foods, popcorn, charcoal and salt, primarily for the agricultural, chemical, building products and food industries.
As of July 31, 2009, we owned approximately 267,150 acres of timber properties in the southeastern United States, which are actively managed, and approximately 27,400 acres of timber properties in Canada. Our timber management is focused on the active harvesting and regeneration of our timber properties to achieve sustainable long-term yields on our timberland. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of available merchantable acreage of timber, market and weather conditions. We also sell, from time to time, timberland and special use land, which consists of surplus land, higher and better use (“HBU”) land, and development land.
In 2003, we began a transformation to become a leaner, more market-focused, performance-driven company — what we call the “Greif Business System.” We believe the Greif Business System has and will continue to generate productivity improvements and achieve permanent cost reductions. The Greif Business System continues to focus on opportunities such as improved labor productivity, material yield and other manufacturing efficiencies, along with further plant consolidations. In addition, as part of the Greif Business System, we have launched a strategic sourcing initiative to more effectively leverage our global spending and lay the foundation for a world-class sourcing and supply chain capability. In response to the current economic slowdown, we have continued to implement incremental and accelerated Greif Business System initiatives and specific contingency actions. These initiatives include continuation of active portfolio management, further administrative excellence activities, a hiring and salary freeze and curtailed discretionary spending.
CRITICAL ACCOUNTING POLICIES
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.
A summary of our significant accounting policies is included in Note 1 to the Notes to Consolidated Financial Statements included in the 2008 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.
Allowance for Accounts Receivable. We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be collected. In addition, we recognize allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on our historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances change (e.g., higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to us), our estimates of the recoverability of amounts due to us could change by a material amount.

 

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Inventory Reserves. Reserves for slow moving and obsolete inventories are provided based on historical experience and product demand. We continuously evaluate the adequacy of these reserves and make adjustments to these reserves as required.
Net Assets Held for Sale. Net assets held for sale represent land, buildings and land improvements less accumulated depreciation for locations that have been closed. We record net assets held for sale in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” 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.
Properties, Plants and Equipment. Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of our assets.
We own timber properties in the southeastern United States and in Canada. With respect to our United States timber properties, which consisted of approximately 267,150 acres at July 31, 2009, depletion expense is computed on the basis of cost and the estimated recoverable timber acquired. Our land costs are maintained by tract. 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 sub district. Currently, we have 10 depletion blocks. These same depletion blocks are used for pre-merchantable timber costs. Each year, we estimate the volume of our 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. Our estimates do not include costs to be incurred in the future. We then project these volumes to the end of the year. Upon acquisition of a new timberland tract, we record 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, we multiply the volumes sold by the depletion rate for the current year to arrive at the depletion cost. Our Canadian timberland, which consisted of approximately 27,400 acres at July 31, 2009, did not have any depletion expense since it is not actively managed at this time.
We believe that the lives and methods of determining depreciation and depletion are reasonable; however, using other lives and methods could provide materially different results.
Restructuring Reserves. Restructuring reserves are determined in accordance with appropriate accounting guidance, including SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” and Staff Accounting Bulletin No. 100, “Restructuring and Impairment Charges,” depending upon the facts and circumstances surrounding the situation. Restructuring reserves are further discussed in Note 7 to the Notes to Consolidated Financial Statements included in this Form 10-Q.
Pension and Postretirement Benefits. Our actuaries using assumptions about the discount rate, expected return on plan assets, rate of compensation increase and health care cost trend rates determine pension and postretirement benefit expenses. Further discussion of our pension and postretirement benefit plans and related assumptions is contained in Note 17 to the Notes to Consolidated Financial Statements included in this Form 10-Q. The results would be different using other assumptions.
Income Taxes. We record a tax provision for the anticipated tax consequences of our reported results of operations. In accordance with SFAS No. 109, “Accounting for Income Taxes,” the provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. 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. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. On November 1, 2007, we adopted Financial Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” Further information may be found in Note 16, to the Notes to Consolidated Financial Statements included in this Form 10-Q.
We believe it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with the tax effects of the deferred tax liabilities, will be sufficient to fully recover the remaining deferred tax assets. In the event that all or part of the net deferred tax assets are determined not to be realizable in the future, an adjustment to the valuation allowance would be charged either to earnings or to goodwill, whichever is appropriate, in the period such determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of FIN 48 and other complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition and operating results.

 

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Environmental Cleanup Costs. We expense environmental costs related to existing conditions caused by past or current operations and from which no current or future benefit is discernable. Expenditures that extend the life of the related property, or mitigate or prevent future environmental contamination, are capitalized.
Our reserves for environmental liabilities at July 31, 2009 amounted to $33.2 million, which included reserves of $18.2 million related to one of our blending facilities (a reduction of $3.3 million from January 31, 2009 due to expenditures made and a reduction in cost estimates by a third party for its remediation efforts), and $9.7 million related to certain facilities acquired in fiscal year 2007. The remaining reserves were for asserted and unasserted environmental litigation, claims and/or assessments at manufacturing sites and other locations where we believe it is probable the outcome of such matters will be unfavorable to us, but the environmental exposure at any one of those sites was not individually material. Reserves for large environmental exposures are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. Reserves for less significant environmental exposures are principally based on management estimates.
Environmental expenses were insignificant for the nine months ended July 31, 2009 and 2008. Environmental cash expenditures were $0.6 million and $2.6 million for the nine months ended July 31, 2009 and 2008, respectively.
We anticipate that expenditures for remediation costs at most of the sites will be made over an extended period of time. Given the inherent uncertainties in evaluating environmental exposures, actual costs may vary from those estimated at July 31, 2009. Our exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or fiscal year, we believe that the chance of a series of adverse developments occurring in the same quarter or fiscal year is remote. Future information and developments will require us to continually reassess the expected impact of these environmental matters.
Self-Insurance. We are self-insured for certain of the claims made under our employee medical and dental insurance programs. We had recorded liabilities totaling $3.8 million and $4.1 million of estimated costs related to outstanding claims at July 31, 2009 and October 31, 2008, 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 our assessment of outstanding claims, historical analysis and current payment trends. We record an estimate for the claims incurred but not reported using an estimated lag period based upon historical information. This lag period assumption has been consistently applied for the periods presented. If the lag period were hypothetically adjusted by a period equal to a half month, the impact on earnings would be approximately $1.0 million. However, we believe the liabilities recorded are adequate based upon current facts and circumstances.
We have certain deductibles applied to various insurance policies including general liability, product, auto and workers’ compensation. Deductible liabilities are insured primarily through our captive insurance subsidiary. We recorded liabilities totaling $16.8 million and $20.6 million for anticipated costs related to general liability, product, auto and workers’ compensation at July 31, 2009 and October 31, 2008, 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 our assessment of outstanding claims, historical analysis, actuarial information and current payment trends.
Contingencies. Various lawsuits, claims and proceedings have been or may be instituted or asserted against us, including those pertaining to environmental, product liability, and safety and health matters. We are continually consulting legal counsel and evaluating requirements to reserve for contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” While the amounts claimed may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist. Based on the facts currently available, we believe the disposition of matters that are pending will not have a material effect on the consolidated financial statements.
Goodwill, Other Intangible Assets and Other Long-Lived Assets. Goodwill and indefinite-lived intangible assets are no longer amortized, but instead are periodically reviewed for impairment as required by SFAS No. 142, “Goodwill and Other Intangible Assets.” The costs of acquired intangible assets determined to have definite lives are amortized on a straight-line basis over their estimated economic lives of five to 20 years. Our policy is to periodically review other intangible assets subject to amortization and other long-lived assets based upon the evaluation of such factors as the occurrence of a significant adverse event or change in the environment in which the business operates, or if the expected future net cash flows (undiscounted and without interest) would become less than the carrying amount of the asset. An impairment loss would be recorded in the period such determination is made based on the fair value of the related assets.

 

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Other Items. 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, of the 2008 Form 10-K, as updated by Part II, Item 1A of this Form 10-Q. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
RESULTS OF OPERATIONS
The following comparative information is presented for the three-month and nine-month periods ended July 31, 2009 and 2008. Historically, revenues or earnings may or may not be representative of future operating results due to various economic and other factors.
The non-GAAP financial measure of operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net, is used throughout the following discussion of our results of operations (although restructuring-related inventory charges are applicable only to the Industrial Packaging segment and timberland disposals, net, are applicable only to the Timber segment). Operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net, is equal to operating profit plus restructuring charges plus restructuring-related inventory charges less timberland gains plus timberland losses. We use operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net, because we believe that this measure provides a better indication of our operational performance because it excludes restructuring charges and restructuring-related inventory charges, which are not representative of ongoing operations, and timberland disposals, net, which are volatile from period to period, and it provides a more stable platform on which to compare our historical performance.
Third Quarter Results
Overview
Net sales decreased 31 percent (24 percent excluding the impact of foreign currency translation) to $717.6 million in the third quarter of 2009 compared to a record $1,034.1 million in the third quarter of 2008. The $316.5 million decline was due to lower sales in Industrial Packaging ($258.2 million), Paper Packaging ($57.4 million) and Timber ($0.9 million). The 24 percent constant-currency decrease was due to lower sales volumes and lower selling prices due to the pass-through of lower raw material costs.
Operating profit was $70.2 million and $101.3 million in the third quarter of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net, was $81.3 million for the third quarter of 2009 compared to $107.7 million for the third quarter of 2008. The lower operating results for Industrial Packaging ($23.6 million) and Paper Packaging ($5.1 million), as compared to the same period last year, were due to lower sales volumes and lower prices, significantly offset by cost reductions achieved under incremental Greif Business System and accelerated Greif Business System initiatives and specific contingency actions. Timber operating profit improved by $2.3 million as a result of a single special use property sale in the third quarter of 2009.

 

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The following table sets forth the net sales and operating profit for each of our business segments (Dollars in millions):
                 
For the three months ended July 31,   2009     2008  
Net Sales
               
Industrial Packaging
  $ 594.2     $ 852.4  
Paper Packaging
    120.2       177.6  
Timber
    3.2       4.1  
 
           
Total net sales
  $ 717.6     $ 1,034.1  
 
           
Operating Profit:
               
Operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland diposals, net:
               
Industrial Packaging
  $ 69.3     $ 92.9  
Paper Packaging
    7.7       12.8  
Timber
    4.3       2.0  
Total operating profit before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net:
  $ 81.3     $ 107.7  
 
           
Restructuring charges:
               
Industrial Packaging
  $ 10.0     $ 4.8  
Paper Packaging
    0.3       1.8  
Timber
           
Restructuring charges
  $ 10.3     $ 6.6  
 
           
 
               
Restructuring-related inventory charges:
               
Industrial Packaging
  $ 0.8     $  
Timberland disposals, net:
               
Timber
  $     $ 0.2  
 
           
 
               
Operating profit:
               
Industrial Packaging
  $ 58.5     $ 88.1  
Paper Packaging
    7.4       11.0  
Timber
    4.3       2.2  
Total operating profit
  $ 70.2     $ 101.3  
 
           
Segment Review
Industrial Packaging
Our Industrial Packaging segment offers a comprehensive line of industrial packaging products, such as steel, fibre and plastic drums, intermediate bulk containers, closure systems for industrial packaging products, transit protection products, polycarbonate water bottles, and services, such as blending, filling and other packaging services, logistics and warehousing. The key factors influencing profitability in the Industrial Packaging segment are:
    Selling prices, customer demand and sales volumes;
    Raw material costs, primarily steel, resin and containerboard;
    Energy and transportation costs;
    Benefits from executing the Greif Business System;
    Restructuring charges;
    Contributions from recent acquisitions;
    Divestiture of business units; and
    Impact of foreign currency translation.
In this segment, net sales decreased 30 percent (22 percent excluding the impact of foreign currency translation) to $594.2 million in the third quarter of 2009 from $852.4 million in the third quarter of 2008. The 22 percent constant-currency decrease was due to lower sales volumes and lower selling prices.
Gross profit margin for the Industrial Packaging segment was 20.7 percent in the third quarter of 2009 versus 19.8 percent in the third quarter of 2008 due to lower input costs.
Operating profit was $58.5 million in the third quarter of 2009 compared to operating profit of $88.1 million in the third quarter of 2008. Operating profit before the impact of restructuring charges and restructuring related inventory charges decreased to $69.3 million in the third quarter of 2009 from $92.9 million in the third quarter of 2008. The $23.6 million decrease was due to lower net sales, partially offset by lower raw material costs. Labor, transportation and energy costs were also lower as compared to the same quarter last year. This segment continues to benefit from Greif Business System and specific contingency initiatives.

 

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Paper Packaging
Our Paper Packaging segment sells containerboard, corrugated sheets, corrugated containers and multiwall bags in North America. The key factors influencing profitability in the Paper Packaging segment are:
    Selling prices, customer demand and sales volumes;
    Raw material costs, primarily old corrugated containers;
    Energy and transportation costs;
    Benefits from executing the Greif Business System; and
    Restructuring charges.
In this segment, net sales were $120.2 million in the third quarter of 2009 compared to $177.6 million in the third quarter of 2008. This decrease was primarily due to lower sales volumes and lower container board selling prices compared to the same quarter of the previous year.
The Paper Packaging segment’s gross profit margin increased to 15.0 percent in the third quarter of 2009 compared to 12.9 percent in the third quarter of 2008 due to higher selling prices and lower input costs.
Operating profit was $7.4 million and $11.0 million in the third quarter of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges decreased to $7.7 million in the third quarter of 2009 from $12.8 million in the third quarter of 2008. The $5.1 million decrease was primarily due to lower net sales, partially offset by lower raw material costs, especially for old corrugated containers. In addition, labor, transportation and energy costs were lower as compared to the same quarter of the previous year. This segment continues to benefit from Greif Business System and specific contingency initiatives.
Timber
As of July 31, 2009, our Timber segment consists of approximately 267,150 acres of timber properties in the southeastern United States, which are actively harvested and regenerated, and approximately 27,400 acres in Canada. The key factors influencing profitability in the Timber segment are:
    Planned level of timber sales;
    Selling prices and customer demand
    Gains (losses) on sale of timberland; and
    Gains on the sale of special use properties (surplus, HBU, and development properties).
Net sales were $3.2 million and $4.1 million in the third quarter of 2009 and 2008, respectively.
Operating profit was $4.3 million and $2.2 million in the third quarter of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges and timberland disposals, net, was $4.3 million in the third quarter of 2009 compared to $2.0 million in the third quarter of 2008. Included in these amounts were operating profits from the sale of special use properties (e.g., surplus, higher and better use, and development properties) of $3.9 million, including $3.5 million from a single property sale, in the third quarter of 2009 and $0.9 million in the third quarter of 2008.
Other Income Statement Changes
Cost of Products Sold
The cost of products sold, as a percentage of net sales, was 80.1 percent for the third quarter of 2009 versus 81.3 percent for the third quarter of 2008. The lower cost of products sold was primarily due to the Greif Business System and specific contingency initiatives, lower raw material cost and related last-in, first-out (LIFO) benefits.
Selling, General and Administrative (“SG&A”) Expenses
SG&A expenses were $67.4 million, or 9.4 percent of net sales, in the third quarter of 2009 compared to $88.1 million, or 8.5 percent of net sales, in the third quarter of 2008. The decrease in SG&A expenses was primarily due to the implementation of incremental and accelerated Greif Business System initiatives and specific contingency actions and the impact of foreign currency translation.

 

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Restructuring Charges
The focus of the 2009 restructuring activities is on business realignment due to the economic downturn and further implementation of the Greif Business System. During the third quarter of 2009, we recorded restructuring charges of $10.3 million, consisting of $4.7 million in employee separation costs, $1.7 million in asset impairments and $3.8 million in other costs. In addition, during the third quarter of 2009, we recorded $0.8 million of restructuring-related inventory charges as a cost of products sold in our Industrial Packaging segment related to excess inventory adjustment primarily at a closed facility in North America.
In 2008, our restructuring charges were primarily related to integration of acquisitions in the Industrial Packaging segment and alignment of the market-focused strategy and implementation of the Greif Business System in the Paper Packaging segment. During the third quarter of 2008, we recorded restructuring charges of $6.6 million, consisting of $4.2 million in employee separation costs and $2.4 million in other costs.
Timberland Disposals, Net
During the third quarter of 2009, we recorded no net gain on sale of timber property compared with a $0.2 million net gain on sale of timberland properties in the third quarter of 2008.
Gain on Disposal of Properties, Plants and Equipment, Net
During the third quarter of 2009, we recorded a gain on disposal of properties, plants and equipment, net of $5.3 million, primarily consisting of a $1.4 million gain on the sale of a property in North America and a $3.9 million gain on the sale of special use timber properties. During the third quarter of 2008, we recorded a gain on disposal of properties, plants and equipment, net of $2.9 million, primarily from gain from the sale of properties at a North American Paper Packaging facility of $1.7 million and the gain on the sale of special use timber properties of $0.9 million.
Interest Expense, Net
Interest expense, net was $12.1 million and $13.1 million for the third quarter of 2009 and 2008, respectively. The decrease in interest expense, net was primarily attributable to lower average debt outstanding and lower interest rates.
Other Income (Expense), Net
Other expense, net was $4.2 million and $2.1 million for the third quarter of 2009 and 2008, respectively. The increase in other expense, net was primarily due to foreign exchange losses.
Income Tax Expense
The effective tax rate was 23.6 percent and 23.3 percent in the third quarter of 2009 and 2008, respectively. The slightly higher effective tax rate resulted from an increase in the proportion of earnings in the United States relative to outside the United States in the 2009 compared to the same period last year and alternative fuel credit benefits of approximately $3.5 million.
Equity in Earnings (Losses) of Affiliates and Minority Interests
During the third quarter of 2009 and 2008, respectively, we recorded a loss of $1.4 million on equity in earnings (losses) of affiliates and minority interests. We have minority interests in various companies, and our minority interests in the respective net income of these companies have been recorded as an expense. These expenses were partially offset by the equity earnings of our unconsolidated affiliates.
Net Income
Based on the foregoing, we recorded net income of $39.7 million for the third quarter of 2009 compared to $64.6 million in the third quarter of 2008.
Year-to-Date Results
Overview
Net sales decreased 27 percent (20 percent excluding the impact of foreign currency translation) to $2,031.7 million in the first nine months of 2009 compared to $2,798.4 million in the first nine months of 2008. The $766.7 million decrease is due to Industrial Packaging ($620.9 million), Paper Packaging ($141.2 million) and Timber ($4.6 million). The 20 percent constant-currency decrease was due to lower sales volumes across all product lines.
Operating profit was $117.8 million and $277.0 million in the first nine months of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges, restructuring-related inventory charges, and timberland disposals, net was $185.6 million for the first nine months of 2009 compared to $301.1 million for the first nine months of 2008. The $115.5 million decrease was principally due to lower operating profit in Industrial Packaging ($103.0 million), Paper Packaging ($3.9 million), and Timber ($8.6 million). This decrease was attributable to lowers sales volumes and lower prices, significantly offset by cost reductions achieved under the incremental Greif Business System and accelerated Greif Business System initiatives and specific contingency actions.

 

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The following table sets forth the net sales and operating profit for each of our business segments (Dollars in millions):
                 
For the nine months ended July 31,   2009     2008  
Net Sales
               
Industrial Packaging
  $ 1,650.8     $ 2,271.7  
Paper Packaging
    368.6       509.8  
Timber
    12.3       16.9  
 
           
Total net sales
  $ 2,031.7     $ 2,798.4  
 
           
Operating Profit:
               
Operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland diposals, net:
               
Industrial Packaging
  $ 132.3     $ 235.3  
Paper Packaging
    43.4       47.3  
Timber
    9.9       18.5  
 
           
Total operating profit before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net:
  $ 185.6     $ 301.1  
 
           
Restructuring charges:
               
Industrial Packaging
  $ 54.8     $ 21.0  
Paper Packaging
    2.8       3.3  
Timber
    0.1       0.1  
 
           
Restructuring charges
  $ 57.7     $ 24.4  
 
           
Restructuring-related inventory charges:
               
Industrial Packaging
  $ 10.1     $  
Timberland disposals, net:
               
Timber
  $     $ 0.3  
 
           
 
               
Operating profit:
               
Industrial Packaging
  $ 67.4     $ 214.3  
Paper Packaging
    40.6       44.0  
Timber
    9.8       18.7  
 
           
Total operating profit
  $ 117.8     $ 277.0  
 
           
Segment Review
Industrial Packaging
Our Industrial Packaging segment offers a comprehensive line of industrial packaging products and services, such as steel, fibre and plastic drums, intermediate bulk containers, closure systems for industrial packaging products, transit protection products, polycarbonate water bottles, blending, filling and other packaging services, logistics and warehousing. The key factors influencing profitability in the Industrial Packaging segment are:
    Selling prices and sales volumes;
    Raw material costs, primarily steel, resin and containerboard;
    Energy and transportation costs;
    Benefits from executing the Greif Business System;
    Contributions from recent acquisitions;
    Divestiture of business units; and
    Impact of foreign currency translation.
In this segment, net sales decreased to $1,650.8 million in the first nine months of 2009 compared to $2,271.7 million in the first nine months of 2008 — a decrease of 27 percent excluding the impact of foreign currency translation. The decrease in net sales was primarily attributable to the lower sales volumes in most of the industrial packaging businesses.
Industrial Packaging segment’s gross profit margin was 16.8 percent in the first nine months of 2009 compared to 18.3 percent for the first nine months of 2008. The decrease is primarily due to lower net sales, partially offset by lower raw material costs. Labor, transportation and energy costs were also lower as compared to the same quarter last year. This segment continues to benefit from Greif Business System and specific contingency initiatives.
Operating profit was $67.4 million in the first nine months of 2009 compared to $214.3 million in the first nine months of 2008. Operating profit before the impact of restructuring charges and restructuring-related inventory charges decreased to $132.3 million in the first nine months of 2009 compared to $235.3 million in the first nine months of 2008. The decrease in operating profit included $54.8 million of restructuring charges and $10.1 million of restructuring-related inventory charges. In addition in 2008, there was a $29.9 million pre-tax net gain on the divestiture of business units in Australia and Zimbabwe.

 

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Paper Packaging
Our Paper Packaging segment sells containerboard, corrugated sheets, corrugated containers and multiwall bags in North America. The key factors influencing profitability in the Paper Packaging segment are:
    Selling prices and sales volumes;
    Raw material costs, primarily old corrugated containers;
    Energy and transportation costs;
    Benefits from executing the Greif Business System; and
    Restructuring charges.
In this segment, net sales were $368.6 million in the first nine months of 2009 compared to $509.8 million in the first nine months of 2008. The decrease in net sales was principally due to downward pressure on prices across all products and lower sales volumes.
The Paper Packaging segment’s gross profit margin was 20.0 percent in the first nine months of 2009 compared to 15.2 percent for the first nine months of 2008 due to higher selling prices and lower input costs.
Operating Profit was $40.6 million and $44.0 million in the first nine months of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges increased to $43.4 million in the first nine months of 2009 compared to $47.3 million in the first nine months of 2008. The decrease in operating profit was primarily due to lower net sales, partially offset by lower raw material costs, especially for old corrugated containers. In addition, labor, transportation and energy costs were lower as compared to the same period of the previous year. This segment continues to benefit from Greif Business System and specific contingency initiatives.
Timber
Our Timber segment consists of approximately 267,150 acres of timber properties in the southeastern United States, which are actively harvested and regenerated, and approximately 27,400 acres in Canada. The key factors influencing profitability in the Timber segment are:
    Planned level of timber sales;
    Selling prices and customer demand;
    Gains (losses) on sale of timberland; and
    Sale of special use properties (surplus, HBU, and development properties).
Net sales were $12.3 million in the first nine months of 2009 and $16.9 million in the first nine months of 2008.
Operating profit was $9.8 million and $18.7 million in the first nine months of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges and timberland disposals, net was $9.9 million in the first nine months of 2009 compared to $18.5 million in the first nine months of 2008. Included in these amounts were profits from the sale of special use properties of $5.4 million in the first nine months of 2009 and $14.2 million in the first nine months of 2008.
Other Income Statement Changes
Cost of Products Sold
The cost of products sold, as a percentage of net sales, was 82.4 percent for the first nine months of 2009 compared to 82.1 percent in first nine months of 2008. A $6.1 million lower-of-cost or market inventory adjustments in Asia and $10.1 million restructuring-related inventory charge primarily related to two closed plants in Asia were the primary reasons for the increase in cost of products sold, which were offset by lower raw material costs and related LIFO benefits, contributions from further execution of incremental and accelerated Greif Business System initiatives.
SG&A Expenses
SG&A expenses were $191.5 million, or 9.4 percent of net sales, in the first nine months of 2009 compared to $252.0 million, or 9.0 percent of net sales, in the first nine months of 2008. The dollar decrease in SG&A expense was primarily due to tighter controls over SG&A expenses, reduction in administrative personnel as a result of incremental and accelerated Greif Business System initiatives, specific contingency actions, lower reserves for incentive compensation and the impact of foreign currency translation.

 

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Restructuring Charges
During the first nine months of 2009, we recorded restructuring charges of $57.7 million, consisting of $29.8 million in employee separation costs, $13.3 million in asset impairments and $14.6 million in other costs. The focus of the 2009 restructuring activities is on business realignment due to the economic downturn and further implementation of the Greif Business System. In addition, during the first nine-months of 2009, we recorded $10.1 million of restructuring-related inventory charges as a cost of products sold in our Industrial Packaging segment related to excess inventory adjustments at primarily two closed facilities in Asia and one in North America.
During the first nine months of 2008, we recorded restructuring charges of $24.4 million, consisting of $9.4 million in employee separation costs, $9.4 million in asset impairments and $5.6 million in other costs. The focus of the 2008 restructuring activities was on integration of acquisitions in the Industrial Packaging segment and alignment of the market-focused strategy and implementation of the Greif Business System in the Paper Packaging segment.
Timberland Disposals, Net
During the first nine months of 2009, we recorded no net gain on sale of timber property compared to a net gain of $0.3 million in the first nine months of 2008.
Gain on Disposal of Properties, Plants, and Equipment, Net
During the first nine months of 2009, we recorded a gain on disposal of properties, plants and equipment, net of $9.8 million, primarily consisting of a $1.4 million gain on the sale a property in North America and $5.3 million gain from the sale of timber special use properties. During the first nine months of 2008, gain on disposals of properties, plants and equipment, net was $52.7 million, primarily consisting of a $29.9 million pre-tax net gain on divestiture of business units in Australia and the controlling interest in Zimbabwe, and $12.7 million in net gains from the sale of timber special use properties.
Interest Expense, Net
Interest expense, net was $37.7 million and $38.2 million for the first nine months of 2009 and 2008, respectively. The slight decrease in interest expense, net was primarily attributable to lower interest rates partially offset by higher average debt outstanding.
Debt Extinguishment Charge
In the first nine months of 2009, we entered into a new $700 million senior secured credit facilities. The new facilities replaced an existing $450 million revolving credit facility that was scheduled to mature in March 2010. As a result of this transaction, a debt extinguishment charge of $0.8 million in non-cash items, such as write-off of unamortized capitalized debt issuance costs was recorded.
Other Expense, Net
Other expense, net was $4.1 million and $9.2 million for the first nine months of 2009 and 2008, respectively. The decrease in other expense, net was primarily due to foreign exchange gains of $0.8 million in 2009 versus losses of $2.7 million in 2008. The remaining difference is primarily due to lower fees related to trade receivables financing facilities.
Income Tax Expense
The effective tax rate was 26.1 percent and 23.3 percent in the first nine months of 2009 and 2008, respectively. The higher effective tax rate resulted from an increase in the proportion of earnings in the United States relative to outside the United States in the first nine months 2009 compared to the same period last year and alternative fuel credit benefits of approximately $3.5 million.
Equity Earnings and Minority Interests
Equity earnings of affiliates and minority interests were a loss of $2.4 million and $2.1 million for the first nine months of 2009 and 2008, respectively. We have minority interests in various companies, and our minority interests in the respective net income of these companies have been recorded as an expense. These expenses were partially offset by the equity earnings of our unconsolidated affiliates.
Net Income
Based on the foregoing, we recorded net income of $53.1 million for the first nine months of 2009 compared to $173.9 million in the first nine months of 2008.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are operating cash flows, the proceeds from our trade accounts receivable credit facility, proceeds from the sale of our non-United States accounts receivable and borrowings under our Credit Agreement and Senior Notes, further discussed below. We have used 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, the proceeds from our trade accounts receivable credit facility, proceeds from the sale of our non-United States accounts receivable and borrowings under our Credit Agreement and Senior Notes will be sufficient to fund our currently anticipated working capital, capital expenditures, debt repayment, potential acquisitions of businesses and other liquidity needs for the foreseeable future.

 

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Capital Expenditures, Business Acquisitions and Divestitures
During the first nine-months of 2009, we invested $81.4 million in capital expenditures, excluding timberland purchases of $0.6 million, compared with capital expenditures of $107.2 million, excluding timberland purchases of $1.5 million, during the same period last year.
We expect capital expenditures, excluding timberland purchases, to be approximately $95 to $100 million in 2009. The expenditures will primarily be to replace and improve equipment.
During the first nine-months of 2009, we acquired four industrial packaging companies for an aggregate purchase price of $33.0 million. These acquisitions, three located in North America and one in Asia, complimented our current businesses.
Balance Sheet Changes
Our trade accounts receivable decreased $66.3 million, primarily due to lower sales and foreign currency translation.
Inventories decreased $83.3 million due to lower raw material cost, lower inventory requirements and foreign currency translation.
Goodwill increased $32.2 million due to acquisitions in the Industrial Packaging segment, final purchase price adjustments for three 2008 acquisitions and foreign currency translation.
Accounts payable decreased $140.7 million due to lower purchase requirements, lower commodity prices, seasonality factors, timing of payments, partially offset by foreign currency translation.
Accrued payroll and employee benefits decreased $32.3 million primarily due to workforce reductions and reduced 2009 incentive accruals.
Long-term debt increased $111.0 million due to increased cash requirements related to working capital, capital expenditures and acquisitions.
Other long-term liabilities increased $31.8 million primarily due to the revaluation of a cross-currency swap.
Accumulated other comprehensive income (loss)—foreign currency translation increased $29.3 million, primarily due to the appreciation of the United State Dollar against the European, Asian and Latin American currencies in 2009.
Borrowing Arrangements
Credit Agreements
On February 19, 2009, we and one of our international subsidiaries, as borrowers, and a syndicate of financial institutions, as lenders, entered into a $700 million Senior Secured Credit Agreement (the “Credit Agreement”). The Credit Agreement replaced our then existing Credit Agreement (the “Prior Credit Agreement”) that provided us with a $450.0 million revolving multicurrency credit facility due 2010. The revolving multicurrency credit facility under the Prior Credit Agreement was available to us for ongoing working capital and general corporate purposes and provided for interest based on a euro currency rate or an alternative base rate that reset periodically plus a calculated margin amount.
The Credit Agreement provides us with a $500.0 million revolving multicurrency credit facility and a $200.0 million term loan, both maturing in February 2012, with an option to add $200.0 million to the facilities with the agreement of the lenders. There was $227.9 million outstanding under the Credit Agreement at July 31, 2009. The Credit Agreement is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes, to finance acquisitions, and to repay amounts outstanding under the Prior Credit Agreement. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. On February 19, 2009, $325.3 million was borrowed under the Credit Agreement and used to pay the outstanding obligations under the Prior Credit Agreement and certain costs and expenses incurred in connection with the Credit Agreement. The Prior Credit Agreement was terminated on February 19, 2009.
The Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and a fixed charge coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) its total consolidated indebtedness, to (b) its 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 (“EBITDA”) to be greater than 3.5 to 1. The fixed charge coverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) (i) consolidated EBITDA, less (ii) the aggregate amount of certain cash capital expenditures, and less (iii) the aggregate amount of Federal, state, local and foreign income taxes actually paid in cash (other than taxes related to Asset Sales not in the ordinary course of business), to (b) the sum of (i) consolidated interest expense to the extent paid or payable in cash during such period and (ii) the aggregate principal amount of all regularly scheduled principal payments or redemptions or similar acquisitions for value of outstanding debt for borrowed money, but excluding any such payments to the extent refinanced through the incurrence of additional indebtedness, to be less than 1.5 to 1. At July 31, 2009, we were in compliance with the covenants under the Credit Agreement.

 

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The terms of the Credit Agreement limit our ability to make “restricted payments,” which includes dividends and purchases, redemptions and acquisitions of our equity interests. The repayment of this facility is secured by a security interest in our personal property and the personal property 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 and, in part, by the capital stock of all international borrowers. The payment of outstanding principal under the Credit Agreement and accrued interest thereon may be accelerated and become immediately due and payable upon the default in our payment or other performance obligations or our failure to comply with the financial and other covenants in the Credit Agreement, subject to applicable notice requirements and cure periods as provided in the Credit Agreement
As discussed below, during the third quarter 2009, we issued $250.0 million of our 7 3/4 percent Senior Notes due August 1, 2019. In connection with the issuance of these new Senior Notes, we obtained a waiver from the lenders under the Credit Agreement. Under the Credit Agreement, we would have been required to use the proceeds of the new Senior Notes first to make a mandatory prepayment to our term loan facility, then to make a mandatory prepayment to certain letter of credit borrowings and finally to cash collateralize letter of credit obligations. The lenders waived this mandatory prepayment requirement and allowed us to instead, on a one-time basis, to use the proceeds of the new Senior Notes to repay borrowings under the revolving credit facility.
Senior Notes
We have issued $300.0 million of our 6 3/4 percent Senior Notes due February 1, 2017. Proceeds from the issuance of the Senior Notes were principally used to fund the purchase of our previously outstanding senior subordinated notes and for general corporate purposes. The Senior Notes are general unsecured obligations of Greif, provide for semi-annual payments of interest at a fixed rate of 6.75 percent, and do not require any principal payments prior to maturity on February 1, 2017. The 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. At July 31, 2009, we were in compliance with these covenants.
During the third quarter 2009, we issued $250.0 million of our 7 3/4 percent Senior Notes due August 1, 2019. Proceeds from the issuance of the Senior Notes were principally used for general corporate purposes, including the repayment of amounts outstanding under our revolving multicurrency credit facility under the Credit Agreement, without any permanent reduction of the commitments. The Senior Notes are general unsecured obligations of Greif, provide for semi-annual payments of interest at a fixed rate of 7.75 percent, and do not require any principal payments prior to maturity on August 1, 2019. The 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. At July 31, 2009, we were in compliance with these covenants.
United States Trade Accounts Receivable Credit Facility
We have a $135.0 million trade accounts receivable facility (the “Receivables Facility”) with a financial institution and its affiliate (the “Purchasers”). The Receivables Facility matures in December 2013, subject to earlier termination by the Purchasers of their purchase commitment in December 2009. 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 receivables and bears interest at a variable rate based on the commercial paper rate, or alternatively, the London InterBank Offered 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 contains certain covenants, including financial covenants for a leverage ratio identical to the Credit Agreement, and an interest coverage ratio. The interest coverage ratio generally requires that at the end of any quarter we will not permit the ration of (a) our EBITDA to (b___our interest expense (including capitalized interest) for the preceding twelve months to be less than 3 to 1. Proceeds of the Receivables Facility are available for working capital and general corporate purposes. At July 31, 2009, $10.0 million was outstanding under the Receivables Facility. See Note 9 to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional disclosures regarding this credit facility.
Sale of Non-United States Accounts Receivable
Certain of our international subsidiaries have entered into discounted receivables purchase agreements and factoring agreements (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. The structure of these transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective banks. The banks 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, we remove from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” and continue to recognize the deferred purchase price in our accounts receivable. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the respective banks between the settlement dates. The maximum amount of aggregate receivables that may be sold under our various RPAs was $172.8 million at July 31, 2009. At July 31, 2009, total accounts receivable of $118.5 were sold under the various RPAs.

 

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At the time the receivables are initially sold, the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale and classified as “other expense” in the consolidated statements of income. Expenses associated with the various RPAs totaled $3.7 million for the three months ended July 31, 2009. Additionally, we perform collections and administrative functions on the receivables sold similar to the procedures we use for collecting all of our receivables. The servicing liability for these receivables is not material to the consolidated financial statements. See Note 3 to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information regarding these various RPAs.
Other
In addition to the amounts borrowed against the Credit Agreement and proceeds from the Senior Notes and the United States trade accounts receivable credit facility, at July 31, 2009, we had outstanding other debt of $52.7 million, comprised of $4.7 million in long-term debt and $48.0 million in short-term borrowings.
At July 31, 2009, annual maturities of our long-term debt under our various financing arrangements were $4.7 million in 2010, $227.9 million in 2012, $10.0 million in 2014 and $541.6 million thereafter.
At July 31, 2009 and October 31, 2008, we had deferred financing fees and debt issuance costs of $15.5 million and $4.6 million, respectively, which are included in other long-term assets.
Contractual Obligations
As of July 31, 2009, 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
  $ 1,143.0     $ 11.8     $ 368.0     $ 89.5     $ 673.7  
Short-term borrowings
    48.6       48.6                    
Capital lease obligations
    0.6             0.6              
Operating leases
    116.9       5.6       32.8       22.8       55.7  
Liabilities held by special purpose entities
    68.4       1.1       4.5       4.5       58.3  
 
                             
Total
  $ 1,377.5     $ 67.1     $ 405.9     $ 116.8     $ 787.7  
 
                             
Our unrecognized tax benefits under FIN 48 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
Our Board of Directors has authorized us to purchase up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. During the third three months of 2009, we did not repurchase any shares of Class A Common Stock or Class B Common Stock. As of July 31, 2009, we had repurchased 2,833,272 shares, including 1,416,752 shares of Class A Common Stock and 1,416,520 shares of Class B Common Stock, under this program. The total cost of the shares repurchased from November 1, 2006 through July 31, 2009 was approximately $36.0 million.
Recent Accounting Standards
In December 2007, the Financial Accounting Standards Board, (“FASB”) issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141. The objective of SFAS No. 141(R) is to improve the relevance, representational faithfulness and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS No. 141(R) establishes principles and requirements for how the acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree; recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No.141(R) applies to all transactions or other events in which an entity (the acquirer) obtains control of one or more businesses (the acquiree), including those sometimes referred to as “true mergers” or “mergers of equals” and combinations achieved without the transfer of consideration. SFAS No. 141(R) will apply to any acquisition entered into on or after November 1, 2009, but will have no effect on our consolidated financial statements for the fiscal year ending October 31, 2009 or any prior fiscal years upon adoption.

 

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In December 2007, the FASB issued SFAS No. 160, “Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.” The objective of SFAS No.160 is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated financial statements. SFAS No. 160 amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS No. 160 also changes the way the consolidated financial statements are presented, establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that do not result in deconsolidation, requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated and expands disclosures in the consolidated financial statements that clearly identify and distinguish between the parent’s ownership interest and the interest of the noncontrolling owners of a subsidiary. The provisions of SFAS No. 160 are to be applied prospectively as of the beginning of the fiscal year in which SFAS No. 160 is adopted, except for the presentation and disclosure requirements, which are to be applied retrospectively for all periods presented. SFAS No. 160 will be effective for the Company’s financial statements for the fiscal year beginning November 1, 2009 (2010 for us). We are currently evaluating the impact, if any, that the adoption of SFAS No. 160 will have on our consolidated financial statements.
In December 2008, the FASB issued FASB Staff Position FAS 132(R)-1, “Employers’ Disclosures About Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”), to provide guidance on employers’ disclosures about assets of a defined benefit pension or other postretirement plan. FSP FAS 132(R)-1 requires employers to disclose information about fair value measurements of plan assets similar to SFAS 157. The objectives of the disclosures are to provide an understanding of: (a) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies, (b) the major categories of plan assets, (c) the inputs and valuation techniques used to measure the fair value of plan assets, (d) the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period and (e) significant concentrations of risk within plan assets. The disclosures required by FSP FAS 132(R)-1 will be effective for our financial statements for the fiscal year beginning November 1, 2009. We are in the process of evaluating the impact, if any, that the adoption of FSP FAS 132(R)-1 may have on our consolidated financial statements.
In June 2009, the FASB issued SFAS No. 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140.” The Statement amends SFAS No. 140 to improve the information provided in financial statements concerning transfers of financial assets, including the effects of transfers on financial position, financial performance and cash flows, and any continuing involvement of the transferor with the transferred financial assets. The provisions of SFAS No. 166 are effective for our financial statements for the fiscal year beginning November 1, 2010. We are in the process of evaluating the impact, if any, that the adoption of SFAS No. 166 may have on our consolidated financial statements.
In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).” SFAS No. 167 amends Interpretation 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity. It also amends FASB Interpretation 46(R) to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. The provisions of SFAS No. 167 are effective for our financial statements for the fiscal year beginning November 1, 2010. We are currently in the process of evaluating the impact, if any, that the adoption of SFAS No. 167 may have on our consolidated financial statements.
In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles.” This standard replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and establishes two levels of accounting principles generally accepted in the United States of America, (“GAAP”), authoritative and non-authoritative. The FASB Accounting Standards Codification (the “Codification”) will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become non-authoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. We will begin to use the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the fourth quarter of fiscal 2009. We do not expect adoption of SFAS No. 168 to have a material impact on our financial statements.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There has not been a significant change in the quantitative and qualitative disclosures about our market risk from the disclosures contained in the 2008 Form 10-K.
ITEM 4. CONTROLS AND PROCEDURES
With the participation of our principal executive officer and principal financial officer, Greif’s management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report:
    Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission;
    Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and
    Our disclosure controls and procedures are effective.
There has been no change in our internal controls over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
The “Risk Factors” in Part I, Item 1A of the 2008 Form 10-K are updated as follows:
    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, and in particular, following acquisitions of businesses, and it is possible that we may engage in additional restructuring opportunities. Because we are not able to predict with certainty acquisition opportunities that may become available to us, market conditions, the loss of large customers, or the selling prices for our products, we also may not be able to predict with certainty when it will be appropriate to undertake restructurings. It is also possible, in connection with these restructuring efforts, that our costs could be higher than we anticipate and that we may not realize the expected benefits.
    We are also pursuing a transformation to become a leaner, more market-focused, performance-driven company — what we call the “Greif Business System.” We believe that the Greif Business System has and will continue to generate productivity improvements and achieve permanent cost reductions. The Greif Business System continues to focus on opportunities such as improved labor productivity, material yield and other manufacturing efficiencies, along with further plant consolidations. In addition, as part of the Greif Business System, we have launched a strategic sourcing initiative to more effectively leverage our global spending and lay the foundation for a world-class sourcing and supply chain capability. In response to the current economic slowdown, we have continued to implement incremental and accelerated Greif Business System initiatives and specific contingency actions. These initiatives include continuation of active portfolio management, further administrative excellence activities, a hiring and salary freeze and curtailed discretionary spending. While we expect our cost saving initiatives to result in significant savings throughout our organization, our estimated savings are based on several assumptions that may prove to be inaccurate, and as a result, we cannot assure you that we will realize these cost savings. If we cannot successfully implement the strategic cost reductions or other cost savings plans, our financial conditions and results of operations would be negatively affected.
Except as set forth above, there have been no material changes in our risk factors from those disclosed in the 2008 Form 10-K under Part I, Item 1A — Risk Factors.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Class A Common Stock
                                 
                            Maximum Number (or  
                    Total Number of     Approximate Dollar  
                    Shares Purchased as     Value) of Shares that  
    Total Number             Part of Publicly     May Yet Be  
    of Shares     Average Price     Announced Plans or     Purchased under the  
Period   Purchased     Paid Per Share     Programs (1)     Plans or Programs (1)  
November 2008
                        1,266,728  
December 2008
                        1,166,728  
January 2009
                        1,166,728  
February 2009
                        1,166,728  
March 2009
                        1,166,728  
April 2009
                        1,166,728  
May 2009
                        1,166,728  
June 2009
                        1,166,728  
July 2009
                        1,166,728  
 
                           
 
                       
 
                           
Issuer Purchases of Class B Common Stock
                                 
                            Maximum Number (or  
                    Total Number of     Approximate Dollar  
                    Shares Purchased as     Value) of Shares that  
    Total Number             Part of Publicly     May Yet Be  
    of Shares     Average Price     Announced Plans or     Purchased under the  
Period   Purchased     Paid Per Share     Programs (1)     Plans or Programs (1)  
November 2008
                        1,266,728  
December 2008
    100,000     $ 31.45       100,000       1,166,728  
January 2009
                        1,166,728  
February 2009
                        1,166,728  
March 2009
                        1,166,728  
April 2009
                        1,166,728  
May 2009
                        1,166,728  
June 2009
                        1,166,728  
July 2009
                        1,166,728  
 
                           
 
    100,000               100,000          
 
                           
 
     
(1)   Our Board of Directors has authorized a stock repurchase program which permits us to purchase up to 4.0 million shares of our Class A Common Stock or Class B Common Stock, or any combination thereof. As of July 31, 2009, the maximum number of shares that may yet be purchased is 1,166,728, which may be any combination of Class A Common Stock or Class B Common Stock.

 

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ITEM 6. EXHIBITS
(a.) Exhibits
         
Exhibit No.   Description of Exhibit
       
 
  4(b)    
Indenture dated as of July 28, 2009, among Greif, Inc., as Issuer, and U.S. Bank National Association, as Trustee, regarding 7 3/4% Senior Notes due 2019
       
 
  10.1    
Registration Rights Agreement dated as of July 28, 2009, between Greif, Inc. and the initial purchasers named therein.
       
 
  31.1    
Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.
       
 
  31.2    
Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.
       
 
  32.1    
Certification of Chief Executive Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
       
 
  32.2    
Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

38


 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
         
 
  Greif, Inc.    
 
  (Registrant)    
 
       
Date: September 4, 2009
  /s/ Donald S. Huml
 
Donald S. Huml, Executive Vice President and Chief Financial Officer
   
 
  (Duly Authorized Signatory)    

 

39


 

GREIF, INC.
Form 10-Q
For Quarterly Period Ended July 31, 2009
EXHIBIT INDEX
         
Exhibit No.   Description of Exhibit
       
 
  4(b)    
Indenture dated as of July 28, 2009, among Greif, Inc., as Issuer, and U.S. Bank National Association, as Trustee, regarding 7 3/4% Senior Notes due 2019
       
 
  10.1    
Registration Rights Agreement dated as of July 28, 2009, between Greif, Inc. and the initial purchasers named therein.
       
 
  31.1    
Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.
       
 
  31.2    
Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.
       
 
  32.1    
Certification of Chief Executive Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
       
 
  32.2    
Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

 

40

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