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Greif Bros. 10-Q 2009

Documents found in this filing:

  1. 10-Q
  2. Graphic
  3. Ex-31.1
  4. Ex-31.2
  5. Ex-32.1
  6. Ex-32.2
  7. Ex-32.2

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended January 31, 2009
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from              to
 
Commission File Number 001-00566


 
 
GREIF, INC.
(Exact name of registrant as specified in its charter)

   
Delaware
31-4388903
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
   
425 Winter Road, Delaware, Ohio
43015
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code (740) 549-6000
 
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  x    No  ¨
 
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 x
                                                         Accelerated filer ¨
   
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
                                                         Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
 
The number of shares outstanding of each of the issuer’s classes of common stock at the close of business on January 31, 2009 was as follows:
   
Class A Common Stock
24,338,305 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
 
   
January 31,
 
   
2009
   
2008
 
Net sales
  $ 666,260     $ 846,292  
Cost of products sold
    565,705       697,968  
Gross profit
    100,555       148,324  
                 
Selling, general and administrative expenses
    58,434       80,512  
Restructuring charges
    27,176       10,475  
Timberland disposals, net
    -       90  
Gain on disposal of properties, plants and equipment, net
    2,317       36,774  
Operating profit
    17,262       94,201  
                 
Interest expense, net
    12,199       11,756  
Other income (expense), net
    (1,787 )     (3,330 )
Income before income tax expense and equity in earnings (losses) of affiliates and minority interests
    3,276       79,115  
                 
Income tax expense
    966       18,690  
Equity in earnings (losses) of affiliates and minority interests
    (1,044 )     262  
Net income
  $ 1,266     $ 60,687  
                 
Basic earnings per share:
               
Class A Common Stock
  $ 0.03     $ 1.05  
Class B Common Stock
  $ 0.03     $ 1.56  
                 
Diluted earnings per share:
               
Class A Common Stock
  $ 0.03     $ 1.03  
Class B Common Stock
  $ 0.03     $ 1.56  
 
See accompanying Notes to Consolidated Financial Statements
 
 
1


GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
 
ASSETS
 
             
   
January 31,
2009
   
October 31,
2008
 
   
(Unaudited)
       
Current assets
           
Cash and cash equivalents
  $ 55,776     $ 77,627  
Trade accounts receivable, less allowance of $14,121 in 2009 and $13,532 in 2008
    315,928       392,537  
Inventories
    296,527       303,994  
Deferred tax assets
    28,617       33,206  
Net assets held for sale
    28,995       21,321  
Prepaid expenses and other current assets
    91,804       93,965  
      817,647       922,650  
                 
Long-term assets
               
Goodwill
    523,862       512,973  
Other intangible assets, net of amortization
    101,312       104,424  
Assets held by special purpose entities (Note 8)
    50,891       50,891  
Other long-term assets
    105,226       88,563  
      781,291       756,851  
                 
Properties, plants and equipment
               
Timber properties, net of depletion
    202,734       199,701  
Land
    117,584       119,679  
Buildings
    339,732       343,702  
Machinery and equipment
    1,065,664       1,046,347  
Capital projects in progress
    105,117       91,549  
      1,830,831       1,800,978  
Accumulated depreciation
    (779,111 )     (734,581 )
      1,051,720       1,066,397  
    $ 2,650,658     $ 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
 
             
   
January 31,
2009
   
October 31,
2008
 
   
(Unaudited)
       
Current liabilities
           
Accounts payable
  $ 250,915     $ 384,648  
Accrued payroll and employee benefits
    39,350       91,498  
Restructuring reserves
    24,670       15,147  
Short-term borrowings
    114,037       44,281  
Other current liabilities
    100,050       136,227  
      529,022       671,801  
                 
Long-term liabilities
               
Long-term debt
    735,774       673,171  
Deferred tax liabilities
    184,255       183,021  
Pension liabilities
    18,999       14,456  
Postretirement benefit liabilities
    24,560       25,138  
Liabilities held by special purpose entities (Note 8)
    43,250       43,250  
Other long-term liabilities
    101,420       75,521  
      1,108,258       1,014,557  
                 
Minority interest
    4,651       3,729  
                 
Shareholders' equity
               
Common stock, without par value
    93,892       86,446  
Treasury stock, at cost
    (115,577 )     (112,931 )
Retained earnings
    1,134,650       1,155,116  
Accumulated other comprehensive loss:
               
      - foreign currency translation
    (68,602 )     (39,693 )
      - interest rate derivatives
    (2,118 )     (1,802 )
      - energy and other derivatives
    (5,354 )     (4,299 )
      - minimum pension liabilities
    (28,164 )     (27,026 )
      1,008,727       1,055,811  
    $ 2,650,658     $ 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 three months ended January 31,
 
2009
   
2008
 
Cash flows from operating activities:
           
Net income
  $ 1,266     $ 60,687  
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation, depletion and amortization
    25,289       25,863  
Asset impairments
    4,879       5,573  
Deferred income taxes
    5,823       (77,018 )
Gain on disposals of properties, plants and equipment, net
    (2,317 )     (36,774 )
Timberland disposals, net
    -       (90 )
Equity in earnings (losses) of affiliates and minority interests
    1,044       (262 )
Increase (decrease) in cash from changes in certain assets and liabilities:
               
Trade accounts receivable
    69,886       (20,372 )
Inventories
    1,414       (12,416 )
Prepaid expenses and other current assets
    (350 )     (26,657 )
Other long-term assets
    (45,559 )     20,048  
Accounts payable
    (115,131 )     (7,889 )
Accrued payroll and employee benefits
    (52,081 )     (26,912 )
Restructuring reserves
    9,523       (1,301 )
Other current liabilities
    (37,819 )     (9,351 )
Pension and postretirement benefit liabilities
    3,965       3,217  
Other long-term liabilities
    25,899       92  
Other
    (12,083 )     18,565  
Net cash used in operating activities
    (116,352 )     (84,997 )
                 
Cash flows from investing activities:
               
Acquisitions of companies, net of cash acquired
    (2,811 )     (69,400 )
Purchases of properties, plants and equipment
    (26,840 )     (29,507 )
Purchases of timber properties
    (400 )     (500 )
Proceeds from the sale of properties, plants, equipment and other assets
    2,271       36,745  
Purchases of land rights and other
    -       (631 )
Net cash used in investing activities
    (27,780 )     (63,293 )
                 
Cash flows from financing activities:
               
Proceeds from issuance of long-term debt
    566,400       376,632  
Payments on long-term debt
    (503,954 )     (288,653 )
Proceeds from short-term borrowings
    87,189       57,808  
Dividends paid
    (21,732 )     (16,064 )
Acquisitions of treasury stock and other
    (3,145 )     (148 )
Exercise of stock options
    186       1,731  
Net cash provided by financing activities
    124,944       131,306  
Effects of exchange rates on cash
    (2,663 )     723  
Net decrease in cash and cash equivalents
    (21,851 )     (16,261 )
Cash and cash equivalents at beginning of period
    77,627       123,699  
Cash and cash equivalents at end of period
  $ 55,776     $ 107,438  
 
 See accompanying Notes to Consolidated Financial Statements
 
4

GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
January 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 January 31, 2009 and October 31, 2008 and the consolidated statements of income and cash flows for the three-month periods ended January 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 three months of 2009, the Company had no acquisitions or divestitures but made a contingent purchase price payment of $2.8 million related to a 2005 acquisition.
 
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 $63.0 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 $48.5 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 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. Adjustments to the acquired net assets resulting from final valuations are not expected to be significant. The Company is finalizing certain closing date adjustments with the sellers, as well as the allocation of income tax adjustments.   The Company is required to make a contingent payment in March 2009 based on a fixed percentage of EBITDA for one acquisition.  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.  
 
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, plant 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 $3.0 million remains in the restructuring reserve at January 31, 2009. These accruals have been recorded as liabilities to the opening balance sheets (increases to goodwill) pursuant to the provisions of EITF 95-3. 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.
 
5

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 Statement of Financial Accounting Standards (“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 quarter of 2009 and 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 first three months of 2009 and 2008 were ($0.6) million and $0.4 million, respectively. There were no dividends received from our equity method subsidiaries for the three months ended January 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 first three months of 2009 and 2008 was $0.4 million and $0.1 million, respectively.
 
NOTE 2 — RECENT ACCOUNTING STANDARDS
 
In December 2007, the Financial Accounting Standards Boards ("FASB") issued SFAS No. 141(R), “Business Combinations,” which replaces SFAS No. 141. The objective of SFAS 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 after November 1, 2009, 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.
 
6

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.”  This standard identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements that are presented in conformity with GAAP.  The FASB believes that the GAAP hierarchy should be directed to entities because it is the entity, not its auditor, that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. Accordingly, the FASB concluded that the GAAP hierarchy should reside in the accounting literature established by the FASB and issued this Statement to achieve that result.  The standard will be effective 60 days following the Securities Exchange Commission’s approval of the Public Company Accounting Oversight Board amendment to AU Section 411.  The Company is currently evaluating the impact, if any, that the adoption of SFAS No. 162 will have on its consolidated financial statements.
 
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 ($152.5 million at January 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 15.0 million Singapore Dollars ($10.0 million at January 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.
 
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 January 31, 2009 and October  31, 2008, €60.9 million ($80.7 million) and €106.0 million ($137.8 million), respectively, of accounts receivable were sold under the RPA and Italian RPA. At January 31, 2009 and October 31, 2008, 6.2 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 January 31, 2009 and October 31, 2008, 2.9 million Brazilian Reais ($1.3 million) and 9.5 million Brazilian Reais ($4.5 million), respectively, of accounts receivable were sold under the Brazil 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 €1.4 million ($1.8 million) and €1.1 million ($1.6 million) for the three months ended January 31, 2009 and 2008, respectively. Expenses associated with the Singapore RPA and Brazil Agreements were not material to the consolidated financial statements for the three months ended January 31, 2009 and 2008. 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 and the Brazil Agreements. The servicing liability for these receivables is not material to the consolidated financial statements.
 
7

NOTE 4 — INVENTORIES
 
Inventories are summarized as follows (Dollars in thousands):
 
   
January 31,
   
October 31,
 
   
2009
   
2008
 
Finished goods
  $ 57,897     $ 71,659  
Raw materials and work-in-process
    279,727       279,186  
      337,624       350,845  
Reduction to state inventories on last-in, first-out basis
    (41,097 )     (46,851 )
    $ 296,527     $ 303,994  
 
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 January 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.
 
NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS
 
The Company annually or on an interim 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 three-month period ended January 31, 2009 are as follows (Dollars in thousands):
 
   
Industrial Packaging
   
Paper Packaging
   
Total
 
Balance at October 31, 2008
  $ 480,312     $ 32,661     $ 512,973  
Goodwill acquired
    2,811       -       2,811  
Goodwill adjustments
    9,009       9       9,018  
Currency translation
    (940 )     -       (940 )
Balance at January 31, 2009
  $ 491,192     $ 32,670     $ 523,862  
 
The goodwill acquired of $2.8 million represents a contingent purchase price payment related to a 2005 acquisition.  The goodwill adjustments represent a net increase in goodwill of $9.0 million primarily related to the final purchase price adjustments for three of the 2008 acquisitions, the recognition of deferred tax assets and the reversal of tax contingency reserves.

All other intangible assets for the periods presented, except for $8.2 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 January 31, 2009 and October 31, 2008 are as follows (Dollars in thousands):
 
8

 
     
Gross Intangible Assets
   
Accumulated Amortization
   
Net Intangible Assets
 
January 31, 2009:
                 
Trademark and patents
  $ 30,057     $ 13,635     $ 16,422  
Non-compete agreements
    16,463       4,037       12,426  
Customer relationships
    79,318       11,855       67,463  
Other
      9,598       4,597       5,001  
Total
 
  $ 135,436     $ 34,124     $ 101,312  
                           
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 three months of 2009, gross intangible assets decreased by $0.7 million. The decrease in gross intangible assets is primarily comprised of currency fluctuations in the Industrial Packaging companies. Amortization expense for the three months ended January 31, 2009 and 2008 was $2.5 million and $2.2 million, respectively. Amortization expense for the next five years is expected to be $12.0 million in 2010, $11.3 million in 2011, $9.0 million in 2012, $6.5 million in 2013 and $6.4 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 three months of 2009, the Company recorded restructuring charges of $27.2 million, consisting of $16.0 million in employee separation costs, $4.9 million in asset impairments and $6.3 million in other costs. In addition, the Company recorded $1.8 million in restructuring-related inventory charges in cost of products sold.  Ten company-owned plants in the Industrial Packaging segment were closed and the total employees severed during the first three months of 2009 were 927.  The remaining restructuring charges for the above activities are anticipated to be $21.0 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 three months of 2008, the Company recorded restructuring charges of $10.5 million, consisting of $3.8 million in employee separation costs, $5.6 million in asset impairments, $0.3 million in professional fees and $0.8 million in other costs. Two company-owned plants in the Industrial Packaging segment were closed and the total employees severed during the first three months of 2008 were 54.
 
9

For each relevant business segment, costs incurred in 2009 are as follows (Dollars in thousands):

Three months ended January 31, 2009:
                   
                                     
   
Employee separation costs
   
Asset impairments (realized recoveries)
   
Other Restructuring Costs
   
Restructuring Sub-total
   
Inventory Charges
   
Restructuring Costs and Other Special Charges Total
 
Industrial Packaging
  $ 14,414     $ 4,841     $ 5,920     $ 25,175     $ 1,833     $ 27,008  
Paper Packaging
    1,442       38       371       1,851       -       1,851  
Timber
    150       -       -       150       -       150  
    $ 16,006     $ 4,879     $ 6,291     $ 27,176     $ 1,833     $ 29,009  
 
Total amounts expected to be incurred in 2009:
                         
                                                 
   
Employee separation costs
   
Asset impairments (realized recoveries)
   
Other Restructuring Costs
   
Restructuring Sub-total
   
Inventory Charges
   
Restructuring Costs and Other Special Charges Total
 
Industrial Packaging
  $ 24,000     $ 7,000     $ 12,850     $ 43,850     $ 4,000     $ 47,850  
Paper Packaging
    1,500       100       400       2,000       -       2,000  
Timber
    150       -       -       150       -       150  
    $ 26,650     $ 7,100     $ 13,250     $ 46,000     $ 4,000     $ 50,000  

The following is a reconciliation of the beginning and ending restructuring reserve balances for the three month period ended January 31, 2009 (Dollars in thousands):
 
   
Cash Charges
   
Non-cash Charges
       
   
Employee Separation Costs
   
Other Costs
   
Asset Impairments
   
Total
 
Balance at October 31, 2008
  $ 14,413     $ 734     $ -     $ 15,147  
Costs incurred and charged to expense
    16,006       6,291       4,879       27,176  
Reserves established in the purchase price
                               
  of business combinations
    527       2,227       -       2,754  
Costs paid or otherwise settled
    (10,544 )     (4,984 )     (4,879 )     (20,407 )
Balance at January 31, 2009
  $ 20,402     $ 4,268     $ -     $ 24,670  
 
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.
 
10

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 January 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 January 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 three month periods ended January 31, 2009 and 2008 include interest expense on STA Timber debt of $0.6 million and interest income on Buyer SPE investments of $0.6 million.
 
NOTE 9 — DEBT
 
Long-term debt is summarized as follows (Dollars in thousands):
 
   
January 31,
   
October 31,
 
   
2009
   
2008
 
Credit Agreement
 
$
337,959
   
$
247,597
 
Senior Notes
   
300,000
     
300,000
 
Trade accounts receivable credit facility
   
93,081
     
120,000
 
Other long-term debt
   
4,734
     
5,574
 
   
$
735,774
   
$
673,171
 

Credit Agreement
 
The Company and certain of its international subsidiaries, as borrowers, have entered into a Credit Agreement (the “Prior Credit Agreement”) with a syndicate of financial institutions that provides for a $450.0 million revolving multicurrency credit facility due in 2010. The revolving multicurrency credit facility is available for ongoing working capital and general corporate purposes. Interest is based on a euro currency rate or an alternative base rate that resets periodically plus a calculated margin amount. As of January 31, 2009 and October 31, 2008, $338.0 million and $247.6 million were outstanding under the Prior Credit Agreement, respectively. The weighted average interest rate on the Prior Credit Agreement was 2.87 percent for the three months ended January 31, 2009, and the interest rate was 2.07 percent at January 31, 2009 and 3.62 percent at October 31, 2008.
 
The Prior Credit Agreement contains financial covenants that require the Company to maintain a certain leverage ratio and a minimum coverage of interest expense. At January 31, 2009, the Company was in compliance with these covenants.
 
On February 19, 2009 (subsequent to the Company’s first quarter-end), the Company and Greif International Holding B.V., as borrowers, entered into a $700 million Senior Secured Credit Agreement (the “New Credit Agreement”) with a syndicate of financial institutions. The New Credit Agreement provides for a $500 million revolving multicurrency credit facility and a $200 million term loan, both expiring February 2012, with an option to add $200 million to the facilities with the agreement of the lenders. The New 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 borrowed under the revolving credit facility and term loan was used to prepay the obligations outstanding under the Prior Credit Agreement and certain costs and expenses incurred in connection with the New Credit Agreement.  The Prior Credit Agreement was terminated on February 19, 2009.

11

Senior Notes
 
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 January 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 (3.0 percent at January 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 credit facility described below, which was terminated.  The remaining proceeds 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 $93.1 million outstanding under the United States trade accounts receivable credit facility at January 31, 2009.  The agreement for this receivables financing facility contains financial covenants that require the Company to maintain a certain leverage ratio and a minimum coverage of interest expense. At January 31, 2009, the Company was in compliance with these covenants.
 
On October 31, 2003, the Company entered into a five-year, up to $120.0 million, credit facility with an affiliate of a bank in connection with the securitization of certain of the Company’s trade accounts receivable in the United States. On October 24, 2007, the trade accounts receivable credit facility was amended to extend the maturity date to October 20, 2010. This credit facility was secured by certain of the Company’s trade accounts receivable in the United States and bore interest at a variable rate based on the London InterBank Offered Rate (“LIBOR”) plus a margin or other agreed upon rate (4.69 percent at October 31, 2008).There was a total of $120.0 million outstanding under this credit facility at October 31, 2008.  The trade accounts receivable credit facility provided that in the event the Company breaches any of its financial covenants and the majority of the lenders thereunder consent to a waiver thereof, but the providers of the trade accounts receivable credit facility do not consent to any such waiver, then the Company must within 90 days of providing notice of the breach, pay all amounts outstanding under the trade accounts receivable credit facility. The 2003 credit facility was terminated on December 8, 2008.
 
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 outstanding debt of $118.7 million, comprised of $4.7 million in long-term debt and $114.0 million in short-term borrowings, at January 31, 2009 and outstanding debt 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 January 31, 2009, annual maturities of the Company’s long-term debt under the new financing arrangements are $342.8 million in 2010, $92.1 million in 2014 and $300.0 million thereafter.
 
At January 31, 2009 and October 31, 2008, the Company had deferred financing fees and debt issuance costs of $4.5 million and $4.6 million, respectively, which are included in other long-term assets.
 
12

NOTE 10 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
 
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings at January 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 $702.9 million and $619.2 million as compared to the carrying amounts of $735.8 million and $673.2 million at January 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.
 
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 January 31, 2009, the Company held certain derivative asset and liability positions that are required to be measured at fair value on a recurring 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 January 31, 2009, are as follows (Dollars in thousands):

   
Notional Amount
   
Fair Value Adjustment
 
 
   
January 31, 2009
   
January 31, 2009
 
Balance Sheet Location
January 31, 2009
               
Cross-currency interest rate swaps
  $ 300,000     $ 23,136  
Other long-term assets
Interest rate derivatives
    100,000       (3,258 )
Other long-term liabilities
Energy and other derivatives
    77,918       (8,992 )
Other current liabilities
                     Total
  $ 377,918     $ 14,144    

 
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 gain on these agreements was $23.1 million and 24.5 million at January 31, 2009 and October 31, 2008, respectively.
 
The Company has interest rate swap agreements with various maturities through 2010. 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 January 31, 2009) over the life of the contracts.
 
13

At January 31, 2009, the Company had outstanding foreign currency forward contracts in the notional amount of $88.6 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 January 31, 2009 resulted in a loss of $0.8 million recorded in other comprehensive income and a loss of $0.3 million recorded in the consolidated statements of income for the three months ended January 31, 2009. The fair value of similar contracts at January 31, 2008 resulted in a loss of $0.9 million recorded in other comprehensive income and a loss of $0.3 million recorded in the consolidated statements of income for the three months ended January 31, 2008.
 
The Company has entered into certain cash flow hedges to mitigate its exposure to cost fluctuations in natural gas prices through October 31, 2009. The fair value of the energy hedges was in an unfavorable position of $7.0 million ($4.6 million net of tax) at January 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 January 31, 2009.
 
The Company has entered into certain cash flow hedges to mitigate its exposure to cost fluctuations in old corrugated containers (“OCC”) prices through July 31, 2009. The fair value of these hedges was in a favorable position of $1.2 million ($0.8 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 three months ended January 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 nine months, the Company expects to reclassify into earnings a net loss from accumulated other comprehensive income of approximately $7.7 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 ½) 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.
 
14

The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:

   
Authorized Shares
   
Issued Shares
   
Outstanding Shares
   
Treasury Shares
 
January 31, 2009:
                       
Class A Common Stock
    128,000,000       42,281,920       24,338,305       17,943,615  
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
January 31
 
   
2009
   
2008
 
Class A Common Stock
  $ 0.38     $ 0.28  
Class B Common Stock
  $ 0.56     $ 0.41  
 
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:

   
Three months ended
 
   
January 31
 
   
2009
   
2008
 
Class A Common Stock:
           
Basic shares
    24,130,385       23,789,223  
Assumed conversion of stock options
    274,872       559,649  
Diluted shares
    24,405,257       24,348,872  
                 
Class B Common Stock:
               
Basic and diluted shares
    22,516,029       22,942,913  
 
There were 20,000 stock options that were antidilutive for the three months ended January 31, 2009. No stock options were antidilutive for the three months ended January 31, 2008.
 
15

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
 
   
January 31
 
   
2009
   
2008
 
Net income
  $ 1,266     $ 60,687  
Other comprehensive income (loss):
               
Foreign currency translation adjustment
    (28,909 )     (35,003 )
Changes in fair value of interest rate derivatives, net of tax
    (316 )     (2,462 )
Changes in fair value of energy and other derivatives, net of tax
    (1,055 )     (40 )
Minimum pension liability adjustment, net of tax
    (1,138 )     763  
Comprehensive income
  $ (30,152 )   $ 23,945  
 
NOTE 16 — INCOME TAXES
 
The Company applies FASB Interpretation No. 48 (“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 January 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.
 
There have been no significant changes in the Company’s uncertain tax positions for the three months ended January 31, 2009.
 
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
 
   
January 31
 
   
2009
   
2008
 
Service cost
  $ 1,842     $ 3,151  
Interest cost
    4,143       7,660  
Expected return on plan assets
    (4,398 )     (9,098 )
Amortization of prior service cost, initial net asset and net actuarial gain
    288       1,192  
Net periodic pension costs
  $ 1,875     $ 2,905  
 
The Company made $2.4 million in pension contributions in the three months ended January 31, 2009. Based on minimum funding requirements including a change in measurement date to October 31 for all defined benefit plans, $11.5 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
 
   
January 31
 
   
2009
   
2008
 
Service cost
  $ -     $ 8  
Interest cost
    374       502  
Amortization of prior service cost and recognized actuarial gain
    (283 )     (348 )
Net periodic cost for postretirement benefits
  $ 91     $ 162  
 
16

 
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 269,350 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.
 
17

The following segment information is presented for the periods indicated (Dollars in thousands):

   
Three months ended
 
   
January 31,
 
   
2009
   
2008
 
Net sales:
           
Industrial Packaging
  $ 529,515     $ 671,278  
Paper Packaging
    130,385       168,804  
Timber
    6,360       6,210  
Total net sales
  $ 666,260     $ 846,292  
                 
Operating profit:
               
Operating profit, before the impact of restructuring charges,
               
    restructuring-related inventory charges and timberland disposals, net:
               
Industrial Packaging
  $ 22,384     $ 78,073  
Paper Packaging
    20,728       20,397  
Timber
    3,159       6,116  
Operating profit, before the impact of restructuring charges,
               
    restructuring-related inventory charges and timberland disposals, net:
    46,271       104,586  
                 
Restructuring charges:
               
Industrial Packaging
    25,174       9,803  
Paper Packaging
    1,852       672  
Timber
    150       -  
Restructuring charges
    27,176       10,475  
                 
Restructuring-related inventory charges -
               
Industrial Packaging
    1,833       -  
Timberland disposals, net - Timber
    -       90  
Total operating profit
  $ 17,262     $ 94,201  
                 
Depreciation, depletion and amortization expense:
               
Industrial Packaging
  $ 17,470     $ 17,722  
Paper Packaging
    6,733       5,845  
Timber
    1,086       2,296  
Total depreciation, depletion and amortization expense
  $ 25,289     $ 25,863  
                 
   
January 31,
   
October 31,
 
   
2009
   
2008
 
Assets:
               
Industrial Packaging
  $ 1,745,099     $ 1,831,010  
Paper Packaging
    350,838       360,263  
Timber
    257,282       254,771  
Total segments
    2,353,219       2,446,044  
Corporate and other
    297,439       299,854  
Total assets
  $ 2,650,658     $ 2,745,898  
 
The following table presents net sales to external customers by geographic area (Dollars in thousands):
 
   
Three months ended
 
   
January 31,
 
   
2009
   
2008
 
Net sales:
           
North America
  $ 393,942     $ 450,070  
Europe, Middle East and Africa
    182,337       282,191  
Other
    89,981       114,031  
Total net sales
  $ 666,260     $ 846,292  
 
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The following table presents total assets by geographic area (Dollars in thousands):

   
January 31,
   
October 31,
 
   
2009
   
2008
 
Assets:
           
North America
  $ 1,819,862     $ 1,836,049  
Europe, Middle East and Africa
    501,840       568,061  
Other
    328,956       341,788  
      Total assets
  $ 2,650,658     $ 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 January 31, 2009 and October 31, 2008, and for the consolidated statements of income for the three-month periods ended January 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.
 
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, the Company provides a variety of blending, filling and other 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.
 
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As of January 31, 2009, we owned approximately 269,350 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, including a transportation management system,  and lay the foundation for a world-class sourcing and supply chain capability. In response to the current economic slowdown, we have accelerated the implementation of certain Greif Business System initiatives.  These initiatives include continuation of active portfolio management, further administrative excellence activities, 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.
 
20

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 269,350 acres at January 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 subdistrict. Currently, we have 11 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 January 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.
 
21

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.
 
Environmental expenses were insignificant for the three months ended January 31, 2009 and 2008. Environmental cash expenditures were $0.6 million and insignificant for the three months ended January 31, 2009 and 2008, respectively. Our reserves for environmental liabilities at January 31, 2009 amounted to $36.1 million, which included a reserve of $21.5 million related to our blending facility in Chicago, Illinois , $9.5 million related to our Blagden facilities and $5.1 million 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.
 
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 January 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 $4.2 million and $4.1 million of estimated costs related to outstanding claims at January 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 $1.1 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 $19.5 million and $20.6 million for anticipated costs related to general liability, product, auto and workers’ compensation at January 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.
 
22

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 periods ended January 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.
 
First Quarter Results
 
Overview
 
Net sales decreased 21 percent (15 percent excluding the impact of foreign currency translation) to $666.3 million in the first quarter of 2009 compared to $846.3 million in the first quarter of 2008.  The $180.0 million decline was due to Industrial Packaging ($141.8 million) and Paper Packaging ($38.4 million). The 15 percent constant-currency decrease was due to lower sales volumes across all product lines, partially offset by generally higher selling prices compared to the same period last year.
 
Operating profit was $17.3 million and $94.2 million in the first quarter of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net, was $46.3 million for the first quarter of 2009 compared to $104.6 million for the first quarter of 2008.  The $58.3 million decrease was due to Industrial Packaging ($55.7 million) and Timber ($2.9 million), partially offset by an increase in Paper Packaging ($0.3 million).  The $55.7 million decrease in Industrial Packaging was primarily due to a $29.9 million pretax net gain on the divestiture of business units in Australia and Zimbabwe, which was recognized in the first quarter of 2008, and lower net sales.
 
The following table sets forth the net sales and operating profit for each of our business segments (Dollars in millions):
 
23


For the three months ended January 31,
 
2009
   
2008
 
Net Sales
           
Industrial Packaging
  $ 529.5     $ 671.3  
Paper Packaging
    130.4       168.8  
Timber
    6.4       6.2  
Total net sales
  $ 666.3     $ 846.3  
Operating Profit:
               
Operating profit, before the impact of restructuring charges, restructuring-related inventory charges and timberland diposals, net:
               
Industrial Packaging
  $ 22.4     $ 78.1  
Paper Packaging 
    20.7       20.4  
Timber
    3.2       6.1  
Total operating profit before the impact of restructuring charges, restructuring-related inventory charges and timberland disposals, net:
  $ 46.3     $ 104.6  
Restructuring charges:
               
Industrial Packaging
  $ 25.1     $ 9.5  
Paper Packaging
    1.9       1.0  
Timber
    0.2       -  
Restructuring charges
  $ 27.2     $ 10.5  
   Restructuring-related inventory charges:
               
       Industrial Packaging
  $ 1.8     $ -  
Timberland disposals, net:
               
Timber
  $ -     $ 0.1  
                 
Operating profit (loss):
               
Industrial Packaging
  $ (4.5 )   $ 68.6  
Paper Packaging
    18.8       19.4  
Timber
    3.0       6.2  
Total operating profit
  $ 17.3     $ 94.2  

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, 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 21 percent (13 percent excluding the impact of foreign currency translation) to $529.5 million in the first quarter of 2009 from $671.3 million in the first quarter of 2008. The 13 percent constant-currency decrease was due to lower sales volumes across all product lines due to the current economic slowdown, partially offset by generally higher selling prices compared to the same period in 2008.
 
Gross profit margin for the Industrial Packaging segment was 12.6 percent in the first quarter of 2009 versus 16.8 percent in the first quarter of 2008 due to higher input costs.
 
Operating loss was $4.5 million in the first quarter of 2009 compared to operating profit of $68.6 million in the first quarter of 2008. Operating profit before the impact of restructuring charges and restructuring related inventory charges decreased to $22.4 million in the first quarter of 2009 from $78.1 million in the first quarter of 2008.  The $55.7 million decrease was primarily due to a $29.9 million net gain on the divestiture of business units in Australia and Zimbabwe, which was realized in the first quarter of 2008, coupled with lower net sales volumes and a $5.3 million lower-of-cost-or-market inventory adjustment in Asia in the first quarter of 2009.  The segment is aggressively implementing incremental Greif Business System (“GBS”) and accelerated GBS initiatives to mitigate the impact of the lower activity levels.
 
24

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 $130.4 million in the first quarter of 2009 compared to $168.8 million in the first quarter of 2008 due to lower sales volumes due to the current economic slowdown, partially offset by higher containerboard selling prices implemented in the fourth quarter of 2008.
 
The Paper Packaging segment’s gross profit margin increased to 23.1 percent in the first quarter of 2009 compared to 19.6 percent in the first quarter of 2008 due to higher selling prices and lower input costs.
 
Operating profit was $18.8 million and $19.4 million in the first quarter of 2009 and 2008, respectively. Operating profit before the impact of restructuring charges increased to $20.7 million in the first quarter of 2009 from $20.4 million in the first quarter of 2008.  The increase was primarily due to lower raw material costs, especially old corrugated containers, labor and transportation costs, partially offset by lower sales volumes.  In addition, the segment is aggressively implementing incremental GBS and accelerated GBS initiatives to mitigate the impact of the lower activity levels.
 
Timber
 
As of January 31, 2009, our Timber segment consists of approximately 269,350 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 $6.4 million and $6.2 million in the first quarter of 2009 and 2008, respectively.
 
Operating profit was $3.0 million and $6.2 million in the first quarter of 2009 and 2008, respectively.  Operating profit before the impact of restructuring charges and timberland disposals, net, was $3.2 million in the first quarter of 2009 compared to $6.1 million in the first quarter of 2008.  Included in these amounts were profits from the sale of special use properties (surplus, HBU, and development properties) of $0.3 million in the first quarter of 2009 and $3.8 million in the first quarter of 2008.
 
Other Income Statement Changes
 
Cost of Products Sold
 
The cost of products sold, as a percentage of net sales, was 84.9 percent for the first quarter of 2009 versus 82.5 percent for the first quarter of 2008. Higher raw material costs, a $5.3  million lower-of-cost or market inventory adjustment in Asia, and $1.8 million restructuring-related inventory charge in Asia were the primary reasons for the increase in cost of products sold, which were partially offset by higher selling prices and contributions from further execution of the GBS and accelerated GBS initiatives.
 
Selling, General and Administrative (“SG&A”) Expenses
 
SG&A expenses were $58.4 million, or 8.8 percent of net sales, in the first quarter of 2009 compared to $80.5 million, or 9.5 percent of net sales, in the first quarter of 2008. The decrease in SG&A expenses was primarily due to lower reserves for incentive compensation ($11.1 million), the impact of foreign currency translation ($5.1 million), a reduction in administrative personnel ($3.7 million), and tighter controls over SG&A expenses.
 
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Restructuring Charges
 
The focus of the 2009 restructuring activities is on business realignment and further implementation of the Greif Business System.   During the first quarter of 2009, we recorded restructuring charges of $27.2 million, consisting of $16.0 million in employee separation costs, $4.9 million in asset impairments and $6.3 million in other costs.
 
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 first quarter of 2008, we recorded restructuring charges of $10.5 million, consisting of $3.8 million in employee separation costs, $5.6 million in asset impairments, $0.3 million in professional fees and $0.8 million in other costs.
 
In addition, during the first quarter of 2009, we recorded $1.8 million of restructuring-related inventory charges as a cost of products sold in our Industrial Packaging segment related to excess inventory adjustment at a closed facility in Asia.
 
Timberland Disposals, Net
 
During the first quarter of 2009, we recorded no net gain on sale of timber property compared to a net gain of $0.1 million in the first quarter of 2008.
 
Gain on Disposal of Properties, Plants and Equipment, Net
 
During the first quarter of 2009, we recorded a gain on disposal of properties, plants and equipment, net of $2.3 million, primarily from the sale of properties in North America. During the first quarter of 2008, we recorded a gain on disposal of properties, plants and equipment, net of $36.8 million, primarily consisting of a $29.9 million pre-tax net gain on divestiture of business units in Australia and our controlling interest in a Zimbabwean operation, and $3.4 million in net gains from the sale of surplus and HBU timber properties.
 
Interest Expense, Net
 
Interest expense, net was $12.2 million and $11.8 million for the first quarter of 2009 and 2008, respectively. The slight increase in interest expense, net was primarily attributable to higher average debt outstanding.
 
Other Income (Expense), Net
 
Other expense, net during first quarter of 2009 was $1.8 million compared to other expense, net of $3.3 million during the first quarter of 2008. The favorable variance is primarily due to a decrease foreign exchange loss.
 
Income Tax Expense
 
The effective tax rate was 29.5 percent and 23.6 percent in the first quarter of 2009 and 2008, respectively. The higher effective tax rate resulted from a change in the forecasted mix of income in the United States versus outside the United States in the 2009 compared to the same period last year.
 
Equity in Earnings (Losses) of Affiliates and Minority Interests
 
Equity in earnings (losses) of affiliates and minority interests was a loss of $1.0 million and a gain of $0.3 million for the three months ended January 31, 2009 and 2008, respectively. We have minority holdings in various companies, and the minority interests of other persons in the respective net income of these companies have been recorded as an expense. In addition, we incurred other equity losses related to our unconsolidated affiliates.
 
Net Income
 
Based on the foregoing, we recorded net income of $1.3 million for the first quarter of 2009 compared to $60.7 million in the first quarter 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 three months of 2009, we invested $26.8 million in capital expenditures, excluding timberland purchases of $0.4 million, compared with capital expenditures of $29.5 million, excluding timberland purchases of $0.5 million, during the same period last year.

We expect capital expenditures, excluding timberland purchases, to be approximately $85 million in 2009.  The expenditures will primarily be to replace and improve equipment.
 
During the first three months of 2009, we had no acquisition activities.
 
Balance Sheet Changes
 
Our trade accounts receivable decreased $76.6 million, primarily due to lower sales and foreign currency translation.
 
Accounts payable decreased $133.7 million due to lower purchase requirements, seasonality factors, timing of payments and foreign currency translation.
 
Accrued payroll and employee benefits decreased $52.1 million primarily due to payout of 2008 incentives as well as reduced 2009 incentive accruals.
 
Other current liabilities decreased $36.2 million due to lower income tax liabilities and foreign currency translation.
 
Long-term debt increased $62.6 million due to increased cash requirements.
 
Accumulated other comprehensive income (loss)—foreign currency translation increased $28.9 million, primarily due to the appreciation of the U.S. Dollar against the Euro, 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 “New Credit Agreement”).  The New 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. There was $285.3 million outstanding under the Prior Credit Agreement at January 31, 2009.  As of January 31, 2009, we were in compliance with the covenants in the Prior Credit Agreement.
 
The New Credit Agreement provides us with a $500.0 million revolving multicurrency credit facility and a $200.0 million term loan, both expiring February 2012, with an option to add $200.0 million to the facilities with the agreement of the lenders. The New 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 New Credit Agreement was used  to pay the outstanding obligations under the Prior Credit Agreement and certain costs and expenses incurred in connection with the New Credit Agreement. The Prior Credit Agreement was terminated on February 19, 2009.
 
 
 The New Credit Agreement contains certain covenants, which include financial covenants that require the Company 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 the Company 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 the Company 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. On February 19, 2009, the Company was in compliance with these two covenants.
 
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The terms of the New 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 New 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 New Credit Agreement, subject to applicable notice requirements and cure periods as provided in the New Credit Agreement
 
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 the 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 January 31, 2009, we were in compliance with these covenants.
 
United States Trade Accounts Receivable Credit Facility
 
On December 8, 2008, we entered into a $135.0 million trade accounts receivable facility (the "New Receivables Facility") with a financial institution and its affiliate (the "Purchasers").  The New Receivables Facility replaced our prior $120.0 million receivables financing facility (the "Prior Receivables Facility"), which was entered into in 2003 with a different financial institution and its affiliate.  The maturity date of the New Receivables Facility is December 8, 2013, subject to earlier termination by the Purchasers of their purchase commitment on December 7, 2009.  In addition, we can terminate the New Receivables Facility at any time upon five days prior written notice.  The New 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 New Receivables Facility.  The New Receivables Facility requires us to maintain a certain leverage ratio and a minimum coverage of interest expense. A significant portion of the initial proceeds from the New Receivables Facility was used to pay the obligations under the Prior Receivables Facility, and the proceeds will be used to pay fees, costs and expenses incurred in connection with the New Receivables Facility and for working capital and general corporate purposes.  There was a total of $93.1 million outstanding New Receivables Facility at January 31, 2009.  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 $162.5 million at January 31, 2009.  At January 31, 2009, total accounts receivable of $86.1 were sold under the various RPAs.
 
 
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 $1.8 million for the three months ended January 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.
 
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Other
 
In addition to the borrowings and facilities described above, we had outstanding debt of $118.7 million, comprised of $4.7 million in long-term debt and $114.0 million in short-term borrowings, at January 31, 2009, and $49.9 million, comprised of $5.6 million in long-term debt and $44.3 million in short-term borrowings, at October 31, 2008.
 
Significant Nonstrategic Timberland Transactions
 
In connection with a 2005 timberland transaction with Plum Creek Timberlands, L.P. (“Plum Creek”), Soterra LLC (one of our wholly-owned subsidiaries) received cash and a $50.9 million purchase note payable by an indirect subsidiary of Plum Creek (the “Purchase Note”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of our indirect wholly-owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the “Deed of Guarantee”). STA Timber has issued in a private placement 5.20 percent Senior Secured Notes due August 5, 2020 (the “Monetization Notes”) in the principal amount of $43.3 million. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. 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.  See Note 8 to the Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information regarding these transactions.
 
Contractual Obligations
 
As of January 31, 2009, we had the following contractual obligations (Dollars in millions):