Annual Reports

 
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  • 10-Q (Sep 1, 2017)
  • 10-Q (Jun 8, 2017)
  • 10-Q (Mar 3, 2017)
  • 10-Q (Sep 2, 2016)
  • 10-Q (Jun 9, 2016)
  • 10-Q (Mar 9, 2016)

 
8-K

 
Other

Greif Bros. 10-Q 2016

Documents found in this filing:

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

 
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 July 31, 2016
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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  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
 
¨
 
 
 
 
 
 
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 as of the close of business on August 30, 2016:
Class A Common Stock
25,781,791 shares
Class B Common Stock
22,009,725 shares
 



Table of Contents
Item
 
Page
 
 
1
 
 
 
 
 
2
3
4
 
 
 
 
 
1A
2
6
 


2


PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(In millions, except per share amounts)
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
Net sales
$
845.0

 
$
930.0

 
$
2,456.0

 
$
2,748.2

Cost of products sold
668.5

 
763.2

 
1,954.5

 
2,246.4

Gross profit
176.5

 
166.8

 
501.5

 
501.8

Selling, general and administrative expenses
92.6

 
96.9

 
280.3

 
317.2

Restructuring charges
10.2

 
16.2

 
17.9

 
26.7

Timberland gains

 

 

 
(24.3
)
Non-cash asset impairment charges
4.1

 
17.6

 
44.9

 
22.3

Gain on disposal of properties, plants and equipment, net
(0.7
)
 
(7.0
)
 
(9.5
)
 
(9.3
)
(Gain) loss on disposal of businesses, net
(1.3
)
 
(1.1
)
 
(4.1
)
 
8.5

Operating profit
71.6

 
44.2

 
172.0

 
160.7

Interest expense, net
19.8

 
18.4

 
58.2

 
56.2

Other (income) expense , net
2.7

 
(1.6
)
 
7.4

 
1.0

Income before income tax expense and equity earnings of unconsolidated affiliates, net
49.1

 
27.4

 
106.4

 
103.5

Income tax expense
3.5

 
18.7

 
38.2

 
45.8

Equity earnings of unconsolidated affiliates, net of tax
(0.8
)
 
(0.6
)
 
(0.8
)
 
(0.3
)
Net income
46.4

 
9.3

 
69.0

 
58.0

Net (income) loss attributable to noncontrolling interests
(0.3
)
 
(0.7
)
 
(2.6
)
 
1.5

Net income attributable to Greif, Inc.
$
46.1

 
$
8.6

 
$
66.4

 
$
59.5

Basic earnings per share attributable to Greif, Inc. common shareholders:
 
 
 
 
 
 
 
Class A Common Stock
$
0.78

 
$
0.15

 
$
1.13

 
$
1.02

Class B Common Stock
$
1.18

 
$
0.22

 
$
1.69

 
$
1.51

Diluted earnings per share attributable to Greif, Inc. common shareholders:
 
 
 
 
 
 
 
Class A Common Stock
$
0.78

 
$
0.15

 
$
1.13

 
$
1.02

Class B Common Stock
$
1.18

 
$
0.22

 
$
1.69

 
$
1.51

Weighted-average number of Class A common shares outstanding:
 
 
 
 
 
 
 
Basic
25.8

 
25.7

 
25.7

 
25.7

Diluted
25.8

 
25.7

 
25.7

 
25.7

Weighted-average number of Class B common shares outstanding:
 
 
 
 
 
 
 
Basic
22.0

 
22.1

 
22.1

 
22.1

Diluted
22.0

 
22.1

 
22.1

 
22.1

Cash dividends declared per common share:
 
 
 
 
 
 
 
Class A Common Stock
$
0.42

 
$
0.42

 
$
1.26

 
$
1.26

Class B Common Stock
$
0.63

 
$
0.63

 
$
1.88

 
$
1.88

See accompanying Notes to Condensed Consolidated Financial Statements

3


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In millions)
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
Net income
$
46.4

 
$
9.3

 
$
69.0

 
$
58.0

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation
(27.6
)
 
5.6

 
(9.6
)
 
(109.5
)
Net reclassification of cash flow hedges to earnings

 

 

 
0.1

Minimum pension liabilities, net
2.9

 
(0.9
)
 
3.5

 
5.5

Other comprehensive income (loss), net of tax
(24.7
)
 
4.7

 
(6.1
)
 
(103.9
)
Comprehensive income (loss)
21.7

 
14.0

 
62.9

 
(45.9
)
Comprehensive income (loss) attributable to noncontrolling interests
(3.4
)
 
2.8

 
(1.7
)
 
(23.3
)
Comprehensive income (loss) attributable to Greif, Inc.
$
25.1

 
$
11.2

 
$
64.6

 
$
(22.6
)
See accompanying Notes to Condensed Consolidated Financial Statements


4


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions)
ASSETS
 
July 31,
2016
 
October 31,
2015
Current assets
 
 
 
Cash and cash equivalents
$
94.3

 
$
106.2

Trade accounts receivable, less allowance of $9.2 in 2016 and $11.8 in 2015
418.1

 
403.7

Inventories
288.5

 
297.0

Deferred tax assets

 
25.4

Assets held for sale
11.7

 
16.9

Prepaid expenses and other current assets
133.7

 
159.3

 
946.3

 
1,008.5

Long-term assets
 
 
 
Goodwill
791.0

 
807.1

Other intangible assets, net of amortization
119.8

 
132.7

Deferred tax assets
10.9

 
7.8

Assets held by special purpose entities
50.9

 
50.9

Other long-term assets
92.0

 
91.0

 
1,064.6

 
1,089.5

Properties, plants and equipment
 
 
 
Timber properties, net of depletion
278.0

 
277.1

Land
104.2

 
106.3

Buildings
389.7

 
410.4

Machinery and equipment
1,463.4

 
1,457.9

Capital projects in progress
98.3

 
78.0

 
2,333.6

 
2,329.7

Accumulated depreciation
(1,160.6
)
 
(1,112.0
)
 
1,173.0

 
1,217.7

Total assets
$
3,183.9

 
$
3,315.7

See accompanying Notes to Condensed Consolidated Financial Statements

5


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions)
LIABILITIES AND EQUITY
 
July 31,
2016
 
October 31,
2015
Current liabilities
 
 
 
Accounts payable
$
340.5

 
$
355.3

Accrued payroll and employee benefits
90.2

 
83.5

Restructuring reserves
14.8

 
21.3

Current portion of long-term debt
300.3

 
30.7

Short-term borrowings
55.2

 
40.7

Deferred tax liabilities

 
2.4

Liabilities held for sale

 
1.8

Other current liabilities
113.3

 
111.3

 
914.3

 
647.0

Long-term liabilities
 
 
 
Long-term debt
758.6

 
1,116.2

Deferred tax liabilities
191.7

 
214.9

Pension liabilities
144.7

 
141.1

Postretirement benefit obligations
13.4

 
14.9

Liabilities held by special purpose entities
43.3

 
43.3

Contingent liabilities and environmental reserves
9.0

 
8.2

Other long-term liabilities
82.4

 
70.2

 
1,243.1

 
1,608.8

Commitments and Contingencies (Note 13)

 

Redeemable Noncontrolling Interest (Note 18)
32.3

 

Equity
 
 
 
Common stock, without par value
141.4

 
139.1

Treasury stock, at cost
(135.6
)
 
(130.6
)
Retained earnings
1,355.2

 
1,384.5

Accumulated other comprehensive loss:

 

-foreign currency translation
(261.9
)
 
(256.6
)
-minimum pension liabilities
(117.3
)
 
(120.8
)
Total Greif, Inc. equity
981.8

 
1,015.6

Noncontrolling interests
12.4

 
44.3

Total equity
994.2

 
1,059.9

Total liabilities and equity
$
3,183.9

 
$
3,315.7

See accompanying Notes to Condensed Consolidated Financial Statements

6


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
For the Nine months ended July 31,
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
69.0

 
$
58.0

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation, depletion and amortization
95.8

 
100.9

Timberland gains

 
(24.3
)
Non-cash asset impairment charges
44.9

 
22.3

Gain on disposals of properties, plants and equipment, net
(9.5
)
 
(9.3
)
(Gain) Loss on disposals of businesses, net
(4.1
)
 
8.5

Unrealized foreign exchange (gain) loss
4.1

 
(2.8
)
Deferred income tax expense
(2.8
)
 
(3.3
)
Gain from Venezuela monetary assets and liabilities remeasurement

 
(4.9
)
Loss for Venezuela non-monetary assets to net realizable value

 
9.3

Other, net

 
(1.4
)
Increase (decrease) in cash from changes in certain assets and liabilities:
 
 
 
Trade accounts receivable
(29.5
)
 
3.3

Inventories
(3.6
)
 
11.7

Deferred purchase price on sold receivables
(20.2
)
 
(10.8
)
Accounts payable
7.3

 
(74.8
)
Restructuring reserves
(6.4
)
 
13.5

Pension and postretirement benefit liabilities
(1.6
)
 
(1.5
)
Other, net
14.6

 
(21.0
)
Net cash provided by operating activities
158.0

 
73.4

Cash flows from investing activities:
 
 
 
Acquisitions of companies, net of cash acquired
(0.4
)
 
(1.5
)
Collection of subordinated note receivable
44.2

 

Purchases of properties, plants and equipment
(71.4
)
 
(108.2
)
Purchases of and investments in timber properties
(4.7
)
 
(38.2
)
Purchases of properties, plants and equipment with insurance proceeds
(4.4
)
 

Proceeds from the sale of properties, plants, equipment and other assets
10.9

 
46.8

Proceeds from the sale of businesses
23.8

 
18.9

Proceeds from insurance recoveries
6.6

 
3.4

Net cash provided by (used in) investing activities
4.6

 
(78.8
)
Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
919.5

 
643.4

Payments on long-term debt
(937.5
)
 
(576.0
)
Proceeds from short-term borrowings, net
8.5

 
18.0

Proceeds from trade accounts receivable credit facility
58.5

 
115.7

Payments on trade accounts receivable credit facility
(131.0
)
 
(79.9
)
Dividends paid to Greif, Inc. shareholders
(74.0
)
 
(74.0
)
Dividends paid to noncontrolling interests
(4.8
)
 
(4.0
)
Exercise of stock options

 
0.2

Acquisitions of treasury stock
(5.2
)
 

Purchases of redeemable noncontrolling interest
(6.0
)
 

Cash contribution from noncontrolling interest holder
0.8

 

Net cash provided by (used in) financing activities
(171.2
)
 
43.4

Effects of exchange rates on cash
(3.3
)
 
(21.4
)
Net increase (decrease) in cash and cash equivalents
(11.9
)
 
16.6

Cash and cash equivalents at beginning of period
106.2

 
85.1

Cash and cash equivalents at end of period
$
94.3

 
$
101.7

See accompanying Notes to Condensed Consolidated Financial Statements


7


GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
July 31, 2016
(Unaudited)
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with 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.
The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2016 or 2015, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year.
The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated balance sheets as of July 31, 2016 and October 31, 2015, the condensed consolidated statements of income and comprehensive income (loss) for the three and nine months ended July 31, 2016 and 2015 and the condensed consolidated statements of cash flows for the nine month periods ended July 31, 2016 and 2015 of Greif, Inc. and its subsidiaries (the “Company”). The condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling influence and are accounted for using either the equity or cost method, as appropriate.
The unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q (this “Form 10-Q”) 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, 2015 (the “2015 Form 10-K”).
Recently Issued Accounting Standards
In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-3, “Interest: Imputation of Interest (Subtopic 835-30).” The objective of this update is to simplify the presentation of debt issuance costs in the financial statements. Under this ASU, the Company would present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset; amortization of the costs is reported as interest expense. This ASU is effective for annual periods beginning after December 15, 2015. The Company would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period would be adjusted). This ASU requires the Company to “disclose in the first fiscal year after the entity’s adoption date, and in the interim periods within the first fiscal year, the following: (1)the nature and reason for the change in accounting principle; (2) the transition method; (3) a description of the prior-period information that has been retrospectively adjusted; and (4) the effect of the change on the financial statement line item (that is, the debt issuance costs asset and the debt liability).” The Company is expected to adopt this guidance beginning on November 1, 2016 and the adoption of this new guidance is not expected to have a material impact on the Company’s financial position, results of operations, comprehensive income (loss) or cash flows, other than the related disclosures.
In February 2015, the FASB issued ASU 2015-2, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015 and early adoption is permitted, including any interim period. The Company is in the process of analyzing the impact of adopting this guidance, however it is not expected to have a material impact on the Company's financial position, results of operations, comprehensive income (loss) or cash flows, other than the related disclosures.
In May 2014, the FASB issued ASU No. 2014-9, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standards Codification (“ASC”) 605, Revenue Recognition. This ASU is

8


based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective in fiscal year 2019 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income (loss), cash flows and disclosures.
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern.” The objective of this update is to reduce the diversity in the timing and content of footnote disclosures related to going concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. This update applies to all entities that would be required to disclose information about their potential inability to continue as a going concern when “substantial doubt” about their ability to continue as a going concern exists. The Company will be required to evaluate “relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.” The Company will have to document its consideration of this ASU, but not because the Company believes there is substantial doubt about its ability to continue as a going concern. The Company is expected to adopt this guidance beginning November 1, 2017, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations, comprehensive income (loss) or cash flows, other than the related disclosures.
In February 2016, the FASB issued ASU 2016-2, “Leases (Topic 842),” which amends the lease accounting and disclosure requirements in ASC 842, Leases. The objective of this update is to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. This ASU will require the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous GAAP. The update is effective in fiscal year 2020 using a modified retrospective approach. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income (loss), cash flows and disclosures.
In March 2016, the FASB issued ASU 2016-9, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for employee share-based payment transaction. This ASU is effective for annual periods beginning after December 15, 2016 and early adoption is permitted, including any interim period. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income (loss), cash flows, and disclosures.
Newly Adopted Accounting Standards
In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Tax Items.” This ASU amends ASC 740-10-45-4, which now states that in a classified statement of financial position, an entity must classify deferred tax liabilities and assets as noncurrent amounts. This ASU also supersedes ASC 740-10-45-5, which required the valuation allowance for a particular tax jurisdiction to be allocated between current and noncurrent deferred tax assets for that tax jurisdiction on a pro rata basis. For public companies, this ASU is effective for periods beginning after December 15, 2016. The Company elected to adopt the new guidance beginning February 1, 2016 prospectively, resulting in deferred tax liabilities and assets being classified as noncurrent on the Company’s balance sheet. Prior periods were not retrospectively adjusted. The adoption did not have a material impact on the Company’s financial position, results of operations, comprehensive income (loss) or cash flows. Refer to Note 11 herein for additional disclosures regarding the adoption of this new guidance.
NOTE 2 — ACQUISITIONS AND DIVESTITURES
The Company completed four divestitures and no material acquisitions for the nine months ended July 31, 2016. The divestitures were of nonstrategic businesses, three in the Rigid Industrial Packaging & Services and one in Flexible Products & Services segments. The gain on the disposal of businesses was $4.1 million for the nine months ended July 31, 2016. Proceeds from divestitures were $25.2 million. Additionally, the Company recorded notes receivable of $2.4 million for the sale of two of the businesses sold in the second quarter of 2016, which are expected to be collected in the fourth quarter of 2017. Proceeds from divestitures completed in fiscal year 2015 and collected during the nine months ended July 31, 2016 were $1.0 million. The Company has $4.4 million of notes receivable recorded from the sale of businesses, ranging in remaining term from fourteen months to twenty-nine months.
The Company completed eight divestitures and no material acquisitions for the nine months ended July 31, 2015. The divestitures were of nonstrategic businesses, six in the Rigid Industrial Packaging & Services segment and two in the Flexible

9


Products & Services segment. The loss on disposal of businesses was $8.5 million for the nine months ended July 31, 2015. Proceeds from divestitures were $18.9 million.
NOTE 3 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
On April 27, 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 20, 2015, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the number of entities participating in the agreement have decreased. Additionally, the terms have been amended to decrease the maximum amount of receivables that may be sold and outstanding under the European RPA at any time to €100.0 million ($110.6 million as of July 31, 2016). Under the terms of the European RPA, the Company has the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable. As of October 31, 2015, the Company had loaned $44.2 million of excess cash back to the Purchasing Bank Affiliates. During the nine months ended July 31, 2016, the Company collected the full balance of the subordinated note receivable.
Under the terms of the European RPA, the Company has agreed to sell trade receivables meeting certain eligibility requirements that the Seller had purchased from other of our indirect wholly-owned subsidiaries under a factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective banks and their affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, we remove from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and we continue to recognize the deferred purchase price in accounts receivable. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($11.1 million as of July 31, 2016).

10


The table below contains certain information related to the Company’s accounts receivables programs (Dollars in millions):
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
European RPA
 
 
 
 
 
 
 
Gross accounts receivable sold to third party financial institution
$
160.0

 
$
165.9

 
$
463.3

 
$
552.6

Cash received for accounts receivable sold under the programs
140.7

 
147.1

 
409.2

 
489.5

Deferred purchase price related to accounts receivable sold
19.3

 
18.8

 
53.7

 
63.1

Loss associated with the programs
0.2

 
0.3

 
0.7

 
1.2

Expenses associated with the programs

 

 

 

Singapore RPA
 
 
 
 
 
 
 
Gross accounts receivable sold to third party financial institution
$
11.4

 
$
12.0

 
$
32.5

 
$
36.4

Cash received for accounts receivable sold under the program
11.4

 
12.0

 
32.5

 
36.4

Deferred purchase price related to accounts receivable sold

 

 

 

Loss associated with the program

 

 

 

Expenses associated with the program

 

 

 
0.1

Total RPAs
 
 
 
 
 
 
 
Gross accounts receivable sold to third party financial institution
$
171.4

 
$
177.9

 
$
495.8

 
$
589.0

Cash received for accounts receivable sold under the program
152.1

 
159.1

 
441.7

 
525.9

Deferred purchase price related to accounts receivable sold
19.3

 
18.8

 
53.7

 
63.1

Loss associated with the program
0.2

 
0.3

 
0.7

 
1.2

Expenses associated with the program

 

 

 
0.1

The table below contains certain information related to the Company’s accounts receivables programs and the impact it has on the condensed consolidated balance sheets (Dollars in millions):
 
July 31,
2016
 
October 31,
2015
European RPA
 
 
 
Accounts receivable sold to and held by third party financial institution
$
116.8

 
$
114.8

Uncollected deferred purchase price related to accounts receivable sold
25.9

 

Deferred purchase price liability related to accounts receivable sold

 
(1.5
)
Singapore RPA
 
 
 
Accounts receivable sold to and held by third party financial institution
$
3.5

 
$
4.0

Uncollected deferred purchase price related to accounts receivable sold

 

Total RPAs
 
 
 
Accounts receivable sold to and held by third party financial institution
$
120.3

 
$
118.8

Uncollected deferred purchase price related to accounts receivable sold
25.9

 

Deferred purchase price liability related to accounts receivable sold

 
(1.5
)
The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses and other current assets or other current liabilities on the Company’s consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received initially and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables and are not subject to significant other risks given

11


their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.
Additionally, the Company performs collections and administrative functions on the receivables sold, similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA and the Singapore RPA. The servicing liability for these receivables is not material to the consolidated financial statements.
NOTE 4 — INVENTORIES
Inventories are stated at the lower of cost or market and are summarized as follows (Dollars in millions):
 
July 31,
2016
 
October 31,
2015
Raw materials
$
191.1

 
$
190.7

Work-in-process
12.8

 
18.3

Finished Goods
84.6

 
88.0

 
$
288.5

 
$
297.0

NOTE 5 — ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET, AND TIMBERLAND GAINS
The following table presents assets and liabilities classified as held for sale as of July 31, 2016 and October 31, 2015 (Dollars in millions):
 
July 31,
2016
 
October 31,
2015
Trade accounts receivable, less allowance
$

 
$
2.3

Inventories

 
1.6

Properties, plants and equipment, net
11.7

 
8.1

Other assets

 
4.9

Assets held for sale
11.7

 
16.9

Accounts payable

 
1.8

Liabilities held for sale
$

 
$
1.8

As of July 31, 2016, there was one asset group within the Rigid Industrial Packaging & Services segment and one asset group in the Flexible Products & Services segment classified as assets held for sale. The assets held for sale are being marketed for sale, and it is the Company’s intention to complete the sales of these assets within the next twelve months.
As of October 31, 2015, there were four asset groups in the Rigid Industrial Packaging & Services segment and one asset group in the Flexible Products & Services segment classified as assets and liabilities held for sale.
For the three months ended July 31, 2016, the Company recorded a gain on disposal of properties, plants and equipment, net of $0.7 million. This included disposals of assets in the Flexible Products & Services segment classified as held for sale that resulted in gains of $0.4 million, insurance recoveries that resulted in gains of $0.2 million in the Paper Packaging segment, other net gains totaling $0.3 million, offset by disposals of an asset in the Rigid Industrial Packaging & Services segment classified as held for sale that resulted in a loss of $0.2 million
For the nine months ended July 31, 2016, the Company recorded a gain on disposal of properties, plants and equipment, net of $9.5 million. This included insurance recoveries that resulted in gains of $6.4 million in the Rigid Industrial Packaging & Services segment, disposals of assets in the Flexible Products & Services segment classified as held for sale that resulted in gains of $1.3 million, sales of surplus properties in the Land Management segment that resulted in gains of $0.9 million, insurance recoveries that resulted in gains of $0.2 million in the Paper Packaging segment, and other net gains totaling an additional $0.7 million.
For the three months ended July 31, 2015, the Company recorded a gain on disposal of properties, plants and equipment, net of $7.0 million. This includes sales of HBU and surplus properties that resulted in gains of $1.5 million in the Land Management

12


segment, a disposal of an asset group previously classified as held for sale in the Rigid Industrial Packaging & Services segment that resulted in a gain of $4.4 million, and other net gains and insurance recoveries totaling an additional $1.1 million.
For the nine months ended July 31, 2015, the Company recorded a gain on disposal of properties, plants and equipment, net of $9.3 million. This includes sales of HBU and surplus properties that resulted in gains of $2.7 million in the Land Management segment, and other net gains and insurance recoveries within the Rigid Industrial Packaging & Services segment that resulted in gains of $6.6 million
For the three and nine months ended July 31, 2016, the Company recorded no gains relating to the sale of timberland. For the three and nine months ended July 31, 2015, the Company recorded no gains and gains of $24.3 million, respectively.
NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the nine month period ended July 31, 2016 (Dollars in millions):
 
Rigid
Industrial
Packaging
& Services
 
Paper
Packaging
& Services
 
Total
Balance at October 31, 2015
$
747.6

 
$
59.5

 
$
807.1

Goodwill acquired

 

 

Goodwill allocated to divestitures and businesses held for sale (1)
3.4

 

 
3.4

Goodwill adjustments

 

 

Goodwill impairment charge (2)
(21.0
)
 
 
 
(21.0
)
Currency translation
1.5

 

 
1.5

Balance at July 31, 2016
$
731.5

 
$
59.5

 
$
791.0

(1)
Goodwill previously allocated to divestitures and businesses held for sale that was impaired during the first quarter of 2016.
(2)
Goodwill impairment charge recorded for businesses reclassified to held for sale during the nine months ended July 31, 2016.
As of July 31, 2016 and October 31, 2015, the accumulated goodwill impairment loss was $50.3 million in the Flexible Products & Services segment.

13


The following table summarizes the carrying amount of net other intangible assets by class as of July 31, 2016 and October 31, 2015 (Dollars in millions):
 
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
July 31, 2016:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
13.1

 
$

 
$
13.1

Definite lived:
 
 
 
 
 
Customer relationships
177.9

 
89.0

 
88.9

Trademarks and patents
12.1

 
4.6

 
7.5

Non-compete agreements
1.1

 
1.0

 
0.1

Other
23.9

 
13.7

 
10.2

Total
$
228.1

 
$
108.3

 
$
119.8

October 31, 2015:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
13.1

 
$

 
$
13.1

Definite lived:
 
 
 
 
 
Customer relationships
180.7

 
81.7

 
99.0

Trademarks and patents
12.4

 
4.2

 
8.2

Non-compete agreements
4.9

 
4.5

 
0.4

Other
24.2

 
12.2

 
12.0

Total
$
235.3

 
$
102.6

 
$
132.7

Amortization expense for the three months ended July 31, 2016 and 2015 was $4.2 million and $4.5 million, respectively. Amortization expense for the nine months ended July 31, 2016 and 2015 was $12.7 million and $13.9 million, respectively. Amortization expense for the next five years is expected to be $16.9 million in 2016, $16.1 million in 2017, $15.7 million in 2018, $15.7 million in 2019 and $15.1 million in 2020.
Definite lived intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually, legally determined, or over the period a market participant would benefit from the asset.
NOTE 7 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine month period ended July 31, 2016 (Dollars in millions):
 
Employee
Separation
Costs
 
Other
Costs
 
Total
Balance at October 31, 2015
$
14.7

 
$
6.6

 
$
21.3

Costs incurred and charged to expense
10.7

 
7.2

 
17.9

Costs paid or otherwise settled
(16.6
)
 
(7.8
)
 
(24.4
)
Balance at July 31, 2016
$
8.8

 
$
6.0

 
$
14.8

The focus for restructuring activities in 2016 is to continue to rationalize operations and close underperforming assets throughout all segments. During the three months ended July 31, 2016, the Company recorded restructuring charges of $10.2 million, which compares to $16.2 million of restructuring charges recorded during the three months ended July 31, 2015. The restructuring activity for the three months ended July 31, 2016 consisted of $5.3 million in employee separation costs and $4.9 million in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated with employee separation and relocation. During the nine months ended July 31, 2016, the Company recorded restructuring charges of $17.9 million, which compares to $26.7 million of restructuring charges recorded during the nine months ended July 31, 2015. The restructuring activity for the nine months ended July 31, 2016 consisted of $10.7 million in employee separation

14


costs and $7.2 million in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated with employee separation and relocation.
The following is a reconciliation of the total amounts expected to be incurred from approved restructuring plans or plans that are being formulated and have not been announced as of the date of this Form 10-Q. Remaining amounts expected to be incurred are $12.9 million as of July 31, 2016 compared to $14.7 million as of October 31, 2015. The change was due to the formulation of new plans during the period offset by the realization of expenses from plans formulated in prior periods. (Dollars in millions):
 
Total
Amounts
Expected to
be Incurred
 
Amount expensed during the nine month period ended July 31, 2016
 
Amounts
Remaining
to be Incurred
Rigid Industrial Packaging & Services
 
 
 
 
 
Employee separation costs
$
17.4

 
$
6.6

 
$
10.8

Other restructuring costs
5.0

 
4.6

 
0.4

 
22.4

 
11.2

 
11.2

Flexible Products & Services
 
 
 
 
 
Employee separation costs
5.5

 
3.8

 
1.7

Other restructuring costs
1.8

 
1.8

 

 
7.3

 
5.6

 
1.7

Paper Packaging & Services
 
 
 
 
 
Employee separation costs
0.3

 
0.3

 

Other restructuring costs
0.8

 
0.8

 

 
1.1

 
1.1

 

 
$
30.8

 
$
17.9

 
$
12.9

NOTE 8 — CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIEs quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIEs for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. The primary beneficiary is the variable interest that has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
Significant Nonstrategic Timberland Transactions
In 2005, the Company sold certain timber properties to Plum Creek Timberlands, L.P. (“Plum Creek”) in a series of transactions that included the creation of two separate legal entities that are now consolidated as separate VIEs. One is an indirect subsidiary of Plum Creek (the “Buyer SPE”), and the other is STA Timber LLC, an indirect wholly owned subsidiary of the Company (“STA Timber”). As of July 31, 2016 and October 31, 2015, consolidated assets of Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity. For both of the three month periods ended July 31, 2016 and 2015, Buyer SPE recorded interest income of $0.6 million. For both of the nine month periods ended July 31, 2016 and 2015, Buyer SPE recorded interest income of $1.8 million.
As of July 31, 2016 and October 31, 2015, STA Timber had consolidated long-term debt of $43.3 million. For both of the three month periods ended July 31, 2016 and 2015, STA Timber recorded interest expense of $0.5 million. For both of the nine month periods ended July 31, 2016 and 2015, STA timber recorded interest expense of $1.7 million. The intercompany borrowing arrangement between the two VIEs is eliminated in consolidation. STA Timber is exposed to credit-related losses in the event of nonperformance by an issuer of a deed of guarantee in the transaction.


15


Flexible Packaging Joint Venture
On September 29, 2010, Greif, Inc. and its indirect subsidiary Greif International Holding Supra C.V. (“Greif Supra”) formed a joint venture (referred to herein as the “Flexible Packaging JV” or “FPS VIE”) with Dabbagh Group Holding Company Limited and one of its subsidiaries, originally National Scientific Company Limited and now Gulf Refined Packaging for Industrial Packaging Company LTD. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date of September 29, 2010.
The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The major factors that led to the conclusion that the Company was the primary beneficiary of this VIE was that (1) the Company has the power to direct the most significant activities due to its ability to direct the operating decisions of the FPS VIE, which power is derived from the significant CEO discretion over the operations of the FPS VIE combined with the Company’s sole and exclusive right to appoint the CEO of the FPS VIE, and (2) the significant variable interest through the Company’s equity interest in the FPS VIE.
All entities contributed to the Flexible Packaging JV were existing businesses acquired by Greif Supra that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V., respectively.
The following table presents the Flexible Packaging JV total net assets (Dollars in millions):
 
July 31,
2016
 
October 31,
2015
Cash and cash equivalents
$
10.3

 
$
14.5

Trade accounts receivable, less allowance of $2.9 in 2016 and $3.2 in 2015
45.0

 
47.5

Inventories
50.8

 
44.7

Properties, plants and equipment, net
29.0

 
43.1

Other assets
41.7

 
36.8

Total Assets
176.8

 
186.6

Accounts payable
27.6

 
27.9

Other liabilities
43.2

 
50.6

Total Liabilities
$
70.8

 
$
78.5

Net losses attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended July 31, 2016 and 2015 were $1.9 million and $2.6 million, respectively; and for the nine months ended July 31, 2016 and 2015, net losses attributable to the noncontrolling interest were $4.5 million and $8.9 million, respectively.
Non-United States Accounts Receivable VIE
As further described in Note 3, Cooperage Receivables Finance B.V. is a party to the European RPA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and no ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.

16


NOTE 9 — LONG-TERM DEBT
Long-term debt is summarized as follows (Dollars in millions):
 
July 31, 2016
 
October 31, 2015
Amended Credit Agreement
$
205.7

 
$
217.4

Senior Notes due 2017
300.3

 
300.7

Senior Notes due 2019
246.7

 
246.0

Senior Notes due 2021
219.8

 
219.4

Amended Receivables Facility
75.0

 
147.6

Other debt
11.4

 
15.8

 
1,058.9

 
1,146.9

Less current portion
(300.3
)
 
(30.7
)
Long-term debt
$
758.6

 
$
1,116.2

Amended Credit Agreement
On December 19, 2012, the Company and two of its international subsidiaries amended and restated the Company’s existing $1.0 billion senior secured credit agreement with a syndicate of financial institutions (the “Amended Credit Agreement”). The total available borrowing under this facility was $705.1 million as of July 31, 2016, which has been reduced by $14.4 million for outstanding letters of credit, all of which is available without violating covenants.
The Amended Credit Agreement contains financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) the Company’s total consolidated indebtedness, to (b) the Company’s consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), and income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (“adjusted EBITDA”) to be greater than 4.00 to 1. The interest coverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) the Company’s consolidated adjusted EBITDA to (b) the Company’s consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1, during the preceding twelve month period (the “Interest Coverage Ratio Covenant”).
As of July 31, 2016, $205.7 million was outstanding under the Amended Credit Agreement. The Amended Credit Agreement was entirely classified as long term. The weighted average interest rate on the Amended Credit Agreement was 1.91% for the nine months ended July 31, 2016. The actual interest rate on the Amended Credit Agreement was 1.28% as of July 31, 2016.
Senior Notes due 2017
On February 9, 2007, the Company issued $300.0 million of 6.75% Senior Notes due February 1, 2017. Interest on these Senior Notes is payable semi-annually. These Senior Notes are classified as current portion of long-term debt on the condensed consolidated balance sheet as of July 31, 2016. The Company intends to refinance these Senior Notes prior to their stated maturity date.
Senior Notes due 2019
On July 28, 2009, the Company issued $250.0 million of 7.75% Senior Notes due August 1, 2019. Interest on these Senior Notes is payable semi-annually.
Senior Notes due 2021
On July 15, 2011, Greif, Inc.’s wholly-owned subsidiary, Greif Nevada Holdings, Inc., S.C.S. (formerly Greif Luxembourg Finance S.C.A.) issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These Senior Notes are fully and unconditionally guaranteed on a senior basis by Greif, Inc. Interest on these Senior Notes is payable semi-annually.

17


United States Trade Accounts Receivable Credit Facility
On September 31, 2013, the Company amended and restated its existing receivables facility in the United States to establish a $170.0 million United States Trade Accounts Receivable Credit Facility (the “Amended Receivables Facility”) with a financial institution. On December 1, 2015, the Amended Receivables Facility was amended to reduce the amount of available proceeds from $170 million to $150 million. The Amended Receivables Facility matures in September 2016, and the Company intends to refinance this facility on similar terms.
NOTE 10 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of July 31, 2016 and October 31, 2015 (Dollars in millions):
 
July 31, 2016
 
 
 
Fair Value Measurement
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Foreign exchange hedges
$

 
$
0.5

 
$

 
$
0.5

 
Prepaid expenses and other current assets
Foreign exchange hedges

 
(0.1
)
 

 
(0.1
)
 
Other current liabilities
Insurance annuity

 

 
20.1

 
20.1

 
Other long-term assets
Total*
$

 
$
0.4

 
$
20.1

 
$
20.5

 
 
 
October 31, 2015
 
 
 
Fair Value Measurement
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Foreign exchange hedges
$

 
$
0.3

 
$

 
$
0.3

 
Prepaid expenses and other current assets
Foreign exchange hedges

 
(0.2
)
 

 
(0.2
)
 
Other current liabilities
Insurance annuity

 

 
20.1

 
20.1

 
Other long-term assets
Total*
$

 
$
0.1

 
$
20.1

 
$
20.2

 
 

*
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of July 31, 2016 and October 31, 2015 approximate their fair values because of the short-term nature of these items and are not included in this table.
Foreign Exchange Hedges
The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, from time to time, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows.
As of July 31, 2016, the Company had outstanding foreign currency forward contracts in the notional amount of $85.1 million ($129.9 million as of October 31, 2015). Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged item. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally foreign exchange futures contracts. Gains recorded under fair value contracts were $0.6 million for the three months ended July 31, 2015 . Losses recorded under fair value contracts were $2.0 million for the three months ended July 31, 2016; and were $2.3 million and $6.2 million for the nine months ended July 31, 2016 and 2015, respectively.
Other financial instruments
The fair values of the Company’s Amended Credit Agreement and the Amended Receivables Facility do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The book value of the net assets and liabilities held by special purpose entities approximate their fair value. 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

18


interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ASC Topic 820, Fair Value Measurements and Disclosures.
The following table presents the estimated fair values of the Company’s senior notes (Dollars in millions):
 
July 31,
2016
 
October 31,
2015
Senior Notes due 2017
 
 
 
Estimated fair value
$
307.2

 
$
314.8

Senior Notes due 2019
 
 
 
Estimated fair value
282.5

 
280.6

Senior Notes due 2021
 
 
 
Estimated fair value
266.9

 
258.7

Non-Recurring Fair Value Measurements
Long-Lived Assets
The Company recognized asset impairment charges of $4.1 million during the three months ended July 31, 2016 and $17.6 million for the three months ended July 31, 2015. As a result of the Company measuring long-lived assets at fair value on a non-recurring basis, during the three months ended July 31, 2016, the Company recorded impairment charges of $1.3 million related to properties, plants and equipment, net, in the Rigid Industrial Packaging & Services segment. The Company recognized asset impairment charges of $44.9 million and $22.3 million during the nine months ended July 31, 2016 and 2015, respectively. As a result of the Company measuring long-lived assets at fair value on a non-recurring basis, during the nine months ended July 31, 2016, the Company recorded impairment charges of $5.0 million related to properties, plants and equipment, net, in the Rigid Industrial Packaging & Services segment, $1.5 million related to a cost method investment in the Paper Packaging & Services segment, and $0.8 million of properties, plants and equipment, net, in the Flexible Products & Services segment.
The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants would use.
Assets and Liabilities Held for Sale
The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. During the nine month period ended July 31, 2016, three asset groups were reclassified to assets and liabilities held for sale, resulting in a $23.6 million impairment to net realizable value. Included in that asset impairment, was $9.1 million of goodwill allocated to the business classified as held for sale. During the nine month period ended July 31, 2016, one asset group classified as held for sale as of October 31, 2015, was remeasured to net realizable value, resulting in an impairment of $14.0 million. Included in that asset impairment, was $11.9 million of goodwill allocated to the business classified as held for sale. During the three months ended July 31, 2016, one asset group was reclassified to assets and liabilities held for sale, resulting in a $2.8 million impairment to net realizable value.

19


The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the nine months ended July 31, 2016.
 
Quantitative Information about Level 3
Fair Value Measurements
 
Fair Value of
Impairment
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Input
Values
 
(in millions)
 
 
 
 
 
 
July 31, 2016
 
 
 
 
 
 
 
Impairment of Net Assets Held for Sale
$
37.6

 
Broker Quote/
Indicative Bids
 
Indicative Bids
 
N/A
Impairment of Long Lived Assets
$
7.3

 
Sales Value
 
Sales Value
 
N/A
July 31, 2015
 
 
 
 
 
 
 
Impairment of Long Lived Assets - Land & Building
$
17.7

 
Broker Quote/
Indicative Bids
 
Indicative Bids
 
N/A
Impairment of Long Lived Assets - Machinery & Equipment
$
3.0

 
Sales Value
 
Sales Value
 
N/A
Goodwill and Other Intangible Assets
On an annual basis or whenever events or circumstances indicate impairment may have occurred, the Company performs impairment tests for goodwill and long lived intangible assets as defined under ASC 350, “Intangibles-Goodwill and Other.” The Company concluded that no such impairment existed as of July 31, 2016 and October 31, 2015.
NOTE 11 — INCOME TAXES
Income tax expense for the quarter was computed in accordance with ASC 740-270 Income Taxes - Interim Reporting ("ASC 740-270"). Under this method, losses from jurisdictions for which a valuation allowance has been provided have not been included in the amount to which the ASC 740-270 rate was applied. Income tax expense of the Company fluctuates primarily due to changes in income mix by jurisdiction, changes in losses from jurisdictions for which a valuation allowance has been provided and the impact of discrete items in the respective quarter.
Income tax expense was $3.5 million and $18.7 million for the three months ended July 31, 2016 and 2015, respectively. Income tax expense was $38.2 million and $45.8 million for the nine months ended July 31, 2016 and 2015, respectively.
As of July 31, 2016, the Company had not recognized U.S. deferred income taxes on the undistributed earnings from certain non-U.S. subsidiaries. The Company’s intention is to reinvest these earnings indefinitely outside of the U.S., or to repatriate the earnings only when it is tax-efficient to do so. Therefore, no U.S. tax provision has been accrued related to the repatriation of these earnings. It is not practicable to estimate the amount of any additional taxes that may be payable on the undistributed earnings given the various alternatives the Company could employ should the Company decide to repatriate those earnings in the future.
NOTE 12 — POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following (Dollars in millions):
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
Service cost
$
3.2

 
$
4.1

 
$
9.4

 
$
12.4

Interest cost
5.7

 
7.1

 
16.9

 
21.3

Expected return on plan assets
(8.3
)
 
(8.4
)
 
(24.9
)
 
(25.3
)
Amortization of prior service cost, initial net asset and net actuarial gain
2.8

 
3.7

 
8.6

 
11.0

Net periodic pension costs
$
3.4

 
$
6.5

 
$
10.0

 
$
19.4


20


The Company made $9.4 million and $8.1 million in pension contributions in the nine months ended July 31, 2016 and 2015, respectively. The Company estimates $12.5 million of pension contributions for the twelve months ended October 31, 2016.
The components of net periodic cost for postretirement benefits include the following (Dollars in millions):
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
Service cost
$

 
$

 
$

 
$

Interest cost
0.2

 
0.1

 
0.4

 
0.5

Amortization of prior service cost and recognized actuarial gain
(0.4
)
 
(0.4
)
 
(1.2
)
 
(1.2
)
Net periodic benefit for postretirement benefits
$
(0.2
)
 
$
(0.3
)
 
$
(0.8
)
 
$
(0.7
)
NOTE 13 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities
The Company may become involved in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its condensed consolidated financial statements.
The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company reviews contingencies at least quarterly to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
Environmental Reserves
As of July 31, 2016 and October 31, 2015, environmental reserves of $9.0 million and $8.2 million, respectively, were recorded on an undiscounted basis. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability. As of July 31, 2016 and October 31, 2015, environmental reserves of the Company included $4.2 million and $4.3 million, respectively, for various European drum facilities acquired from Blagden and Van Leer; $2.1 million and $2.0 million, respectively, for its various container life cycle management and recycling facilities acquired in 2011 and 2010; $1.7 million and $0.8 million for remediation of a sites no longer owned by the Company; and $1.0 million and $1.1 million for various other facilities around the world.
The Company’s 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 year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.
NOTE 14 — EARNINGS PER SHARE
The Company has two classes of common stock and redeemable noncontrolling interests and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s articles of incorporation, any distribution of dividends in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the

21


extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.
The Company calculates EPS as follows:
Basic Class A EPS
=
40% * Average Class A Shares Outstanding
*
Undistributed Net Income
+
Class A Dividends Per Share
 
 
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
 
Average Class A Shares
 
 
 
 
 
 
 
 
 
Diluted Class A EPS
=
40% * Average Class A Shares Outstanding
*
Undistributed Net Income
+
Class A Dividends Per Share
 
 
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
 
Average Diluted Class A Shares
 
 
 
 
 
 
 
 
 
Basic Class B EPS
=
60% * Average Class B Shares Outstanding
*
Undistributed Net Income
+
Class B Dividends Per Share
 
 
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
 
Average Class B Shares
 
 
 
*
Diluted Class B EPS calculation is identical to Basic Class B calculation
The following table provides EPS information for each period, respectively:
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
Numerator for basic and diluted EPS
 
 
 
 
 
 
 
Net income attributable to Greif, Inc.
$
46.1

 
$
8.6

 
$
66.4

 
$
59.5

Cash dividends
(24.7
)
 
(24.8
)
 
(74.0
)
 
(74.0
)
Undistributed net (loss) income attributable to Greif, Inc.
$
21.4

 
$
(16.2
)
 
$
(7.6
)
 
$
(14.5
)
The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.
Common stock repurchases
The Company’s Board of Directors has authorized the purchase of up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. In April 2016, the Stock Repurchase Committee authorized the Company to repurchase 110,241 shares of Class B Common Stock as part of the program and those shares were repurchased during the second quarter. There have been no other shares repurchased under this program from November 1, 2014 through July 31, 2016. As of July 31, 2016, the Company had repurchased 3,294,513 shares, including 1,425,452 shares of Class A Common Stock and 1,869,061 shares of Class B Common Stock.
The following table summarizes the Company’s Class A and Class B common and treasury shares as of the specified dates:
 
Authorized
Shares
 
Issued
Shares
 
Outstanding
Shares
 
Treasury
Shares
July 31, 2016
 
 
 
 
 
 
 
Class A Common Stock
128,000,000

 
42,281,920

 
25,781,791

 
16,500,129

Class B Common Stock
69,120,000

 
34,560,000

 
22,009,725

 
12,550,275

October 31, 2015
 
 
 
 
 
 
 
Class A Common Stock
128,000,000

 
42,281,920

 
25,693,564

 
16,588,356

Class B Common Stock
69,120,000

 
34,560,000

 
22,119,966

 
12,440,034


22


The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2016
 
2015
 
2016
 
2015
Class A Common Stock:
 
 
 
 
 
 
 
Basic shares
25,781,146

 
25,692,973

 
25,746,797

 
25,659,750

Assumed conversion of stock options
2,038

 
5,574

 
349

 
5,574

Diluted shares
25,783,184

 
25,698,547

 
25,747,146

 
25,665,324

Class B Common Stock:
 
 
 
 
 
 
 
Basic and diluted shares
22,009,725

 
22,119,966

 
22,079,544

 
22,119,966

NOTE 15 – EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET (INCOME) LOSS ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Equity earnings of unconsolidated affiliates, net of tax
Equity earnings of unconsolidated affiliates, net of tax represent the Company’s share of earnings of affiliates in which the Company does not exercise control and has a 20 percent or more voting interest. Investments in such affiliates are accounted for using the equity method of accounting. The Company has an equity interest in one such affiliate as of July 31, 2016. The Company had an equity interest in two such affiliates as of July 31, 2015. 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. Equity earnings of unconsolidated affiliates, net of tax were $0.8 million for the three and nine months ended July 31, 2016. Equity earnings of unconsolidated affiliates, net of tax were $0.6 million for the three months ended and $0.3 million for the nine months ended July 31, 2015. There were no dividends received from the Company’s equity method affiliates for the three and nine months ended July 31, 2016 and 2015.
Net (income) loss attributable to noncontrolling interests
Net (income) loss attributable to noncontrolling interests represent the portion of earnings or losses from the operations of the Company’s consolidated subsidiaries attributable to unrelated third party equity owners. Net (income) loss attributable to noncontrolling interests for the three months ended July 31, 2016 and 2015 was ($0.3) million and ($0.7) million, respectively. Net (income) loss attributable to noncontrolling interests for the nine months ended July 31, 2016 and 2015 was ($2.6) million and $1.5 million, respectively

23


NOTE 16 — EQUITY AND COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes of equity from October 31, 2015 to July 31, 2016 (Dollars in millions, shares in thousands):
 
Capital Stock
 
Treasury Stock
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
 
Common
Shares
 
Amount
 
Treasury
Shares
 
Amount
 
As of October 31, 2015
47,814

 
$
139.1

 
29,028

 
$
(130.6
)
 
$
1,384.5

 
$
(377.4
)
 
$
1,015.6

 
$
44.3

 
$
1,059.9

Net income
 
 
 
 
 
 
 
 
66.4

 
 
 
66.4

 
2.6

 
69.0

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
- foreign currency translation
 
 
 
 
 
 
 
 
 
 
(5.3
)
 
(5.3
)
 
(4.3
)
 
(9.6
)
- minimum pension liability adjustment, net of income tax expense
 
 
 
 
 
 
 
 
 
 
3.5

 
3.5

 
 
 
3.5

Comprehensive income (loss)
 
 
 
 
 
 
 
 
 
 
 
 
64.6

 
 
 
62.9

Out of period mark to redemption value of redeemable noncontrolling interest
 
 
 
 
 
 
 
 
(19.8
)
 
 
 
(19.8
)
 
 
 
(19.8
)
Current period mark to redemption value of redeemable noncontrolling interest
 
 
 
 
 
 
 
 
(3.1
)
 
 
 
(3.1
)
 
 
 
(3.1
)
Reclassification of redeemable noncontrolling interest
 
 
 
 
 
 
 
 
1.2

 
 
 
1.2

 
(22.8
)
 
(21.6
)
Net income allocated to redeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3.9
)
 
(3.9
)
Other
 
 
 
 
 
 
 
 
 
 
 
 

 
(0.4
)
 
(0.4
)
Dividends paid to Greif, Inc. shareholders
 
 
 
 
 
 
 
 
(74.0
)
 
 
 
(74.0
)
 
 
 
(74.0
)
Contributions from noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 

 
0.8

 
0.8

Dividends to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3.9
)
 
(3.9
)
Treasury shares acquired
(110
)
 
 
 
110

 
(5.2
)
 
 
 
 
 
(5.2
)
 
 
 
(5.2
)
Restricted stock executives and directors
47

 
1.3

 
(47
)
 
0.1

 
 
 
 
 
1.4

 
 
 
1.4

Long-term incentive shares issued
41

 
1.0

 
(41
)
 
0.1