Annual Reports

 
Quarterly Reports

  • 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 2017

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. Graphic
  7. Graphic
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 January 31, 2017
Commission File Number 001-00566
_________________________________
greiftrademarka01.jpg
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 February 27, 2017:



Class A Common Stock
25,816,051 shares
Class B Common Stock
22,009,725 shares
 




Item
 
Page
 
 
1
 
 
 
 
 
2
3
4
 
 
 
 
 
1A
2
6
 


3


PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)
(In millions, except per share amounts)
 
Three Months Ended
January 31,
 
2017
 
2016
Net sales
$
820.9

 
$
771.4

Cost of products sold
657.6

 
620.1

Gross profit
163.3

 
151.3

Selling, general and administrative expenses
96.6

 
93.2

Restructuring charges
(0.3
)
 
2.3

Non-cash asset impairment charges
1.9

 
39.1

Pension settlement charge
23.5

 

Gain on disposal of properties, plants and equipment, net
(1.0
)
 
(0.9
)
Loss on disposal of businesses, net
0.5

 

Operating profit
42.1

 
17.6

Interest expense, net
18.7

 
18.5

Other expense , net
3.6

 
3.0

Income (loss) before income tax expense and equity earnings of unconsolidated affiliates, net
19.8

 
(3.9
)
Income tax expense
11.8

 
6.0

Net income (loss)
8.0

 
(9.9
)
Net income attributable to noncontrolling interests
(2.6
)
 
(1.2
)
Net income (loss) attributable to Greif, Inc.
$
5.4

 
$
(11.1
)
Basic earnings (loss) per share attributable to Greif, Inc. common shareholders:
 
 
 
Class A Common Stock
$
0.10

 
$
(0.19
)
Class B Common Stock
$
0.13

 
$
(0.29
)
Diluted earnings (loss) per share attributable to Greif, Inc. common shareholders:
 
 
 
Class A Common Stock
$
0.10

 
$
(0.19
)
Class B Common Stock
$
0.13

 
$
(0.29
)
Weighted-average number of Class A common shares outstanding:
 
 
 
Basic
25.8

 
25.7

Diluted
25.8

 
25.7

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

 
22.1

Diluted
22.0

 
22.1

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

 
$
0.42

Class B Common Stock
$
0.62

 
$
0.62

See accompanying Notes to Condensed Consolidated Financial Statements

4


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(In millions)
 
Three Months Ended
January 31,
 
2017
 
2016
Net income (loss)
$
8.0

 
$
(9.9
)
Other comprehensive income (loss), net of tax:
 
 
 
Foreign currency translation
(9.2
)
 
(28.3
)
Interest rate derivative
4.6

 

Minimum pension liabilities
28.1

 
1.9

Other comprehensive income (loss), net of tax
23.5

 
(26.4
)
Comprehensive income (loss)
31.5

 
(36.3
)
Comprehensive income (loss) attributable to noncontrolling interests
0.9

 
(2.4
)
Comprehensive income (loss) attributable to Greif, Inc.
$
30.6

 
$
(33.9
)
See accompanying Notes to Condensed Consolidated Financial Statements


5


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions)
 
January 31,
2017
 
October 31,
2016
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
106.8

 
$
103.7

Trade accounts receivable, less allowance of $7.8 in 2017 and $8.8 in 2016
391.3

 
399.2

Inventories
304.2

 
277.4

Assets held for sale
86.2

 
11.8

Prepaid expenses and other current assets
148.6

 
128.2

 
1,037.1

 
920.3

Long-term assets
 
 
 
Goodwill
747.9

 
786.4

Other intangible assets, net of amortization
89.0

 
110.6

Deferred tax assets
8.6

 
9.0

Assets held by special purpose entities
50.9

 
50.9

Pension asset
23.9

 
22.2

Other long-term assets
106.3

 
89.7

 
1,026.6

 
1,068.8

Properties, plants and equipment
 
 
 
Timber properties, net of depletion
277.8

 
277.8

Land
100.2

 
99.5

Buildings
386.7

 
390.1

Machinery and equipment
1,468.3

 
1,484.8

Capital projects in progress
93.6

 
91.3

 
2,326.6

 
2,343.5

Accumulated depreciation
(1,191.0
)
 
(1,179.6
)
 
1,135.6

 
1,163.9

Total assets
$
3,199.3

 
$
3,153.0

See accompanying Notes to Condensed Consolidated Financial Statements

6


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In millions)
 
January 31,
2017
 
October 31,
2016
LIABILITIES AND SHAREHOLDERS' EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable
$
332.9

 
$
372.0

Accrued payroll and employee benefits
75.6

 
93.7

Restructuring reserves
6.2

 
10.4

Short-term borrowings
38.9

 
51.6

Liabilities held for sale
15.6

 

Other current liabilities
151.1

 
131.5

 
620.3

 
659.2

Long-term liabilities
 
 
 
Long-term debt
1,074.8

 
974.6

Deferred tax liabilities
203.7

 
193.0

Pension liabilities
156.2

 
179.8

Postretirement benefit obligations
13.5

 
13.7

Liabilities held by special purpose entities
43.3

 
43.3

Contingent liabilities and environmental reserves
7.0

 
6.8

Other long-term liabilities
82.8

 
92.9

 
1,581.3

 
1,504.1

Commitments and Contingencies (Note 13)

 

Redeemable Noncontrolling Interest (Note 18)
32.5

 
31.8

Equity
 
 
 
Common stock, without par value
142.9

 
141.4

Treasury stock, at cost
(135.6
)
 
(135.6
)
Retained earnings
1,320.9

 
1,340.0

Accumulated other comprehensive income (loss), net of tax:
 
 
 
-foreign currency translation
(277.7
)
 
(270.2
)
-interest rate derivative
4.6

 

-minimum pension liabilities
(100.1
)
 
(128.2
)
Total Greif, Inc. shareholders' equity
955.0

 
947.4

Noncontrolling interests
10.2

 
10.5

Total shareholders' equity
965.2

 
957.9

Total liabilities and shareholders' equity
$
3,199.3

 
$
3,153.0

See accompanying Notes to Condensed Consolidated Financial Statements

7


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In millions)
For the Three months ended January 31,
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income (loss)
$
8.0

 
$
(9.9
)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
 
 
 
Depreciation, depletion and amortization
30.7

 
32.3

Non-cash asset impairment charges
1.9

 
39.1

Pension settlement charge
23.5

 

Gain on disposals of properties, plants and equipment, net
(1.0
)
 
(0.9
)
Loss on disposals of businesses, net
0.5

 

Unrealized foreign exchange loss
2.1

 
2.0

Deferred income tax benefit
(11.3
)
 
(0.4
)
Other, net
(0.6
)
 
(0.6
)
Increase (decrease) in cash from changes in certain assets and liabilities:
 
 
 
Trade accounts receivable
(2.3
)
 
18.2

Inventories
(36.8
)
 
(6.4
)
Deferred purchase price on sold receivables
(23.1
)
 
(15.9
)
Accounts payable
(26.0
)
 
(47.0
)
Restructuring reserves
(4.1
)
 
(6.9
)
Pension and postretirement benefit liabilities
(2.1
)
 
(0.2
)
Other, net
(3.5
)
 
(29.6
)
Net cash used in operating activities
(44.1
)
 
(26.2
)
Cash flows from investing activities:
 
 
 
Collection of subordinated note receivable

 
44.2

Purchases of properties, plants, and equipment
(21.3
)
 
(29.8
)
Purchases of and investments in timber properties
(2.1
)
 

Proceeds from the sale of properties, plants, equipment and other assets
1.7

 
1.1

Proceeds from the sale of businesses
0.8

 
1.0

Net cash provided by (used in) investing activities
(20.9
)
 
16.5

Cash flows from financing activities:
 
 
 
Proceeds from issuance of long-term debt
359.8

 
276.5

Payments on long-term debt
(353.5
)
 
(248.9
)
Payments on short-term borrowings, net
(10.3
)
 
(1.4
)
Proceeds from trade accounts receivable credit facility
155.3

 

Payments on trade accounts receivable credit facility
(53.6
)
 
(28.6
)
Dividends paid to Greif, Inc. shareholders
(24.5
)
 
(24.5
)
Dividends paid to noncontrolling interests
(0.5
)
 

Other

 
(0.2
)
Net cash provided by (used in) financing activities
72.7

 
(27.1
)
Effects of exchange rates on cash
(4.6
)
 
(4.1
)
Net increase (decrease) in cash and cash equivalents
3.1

 
(40.9
)
Cash and cash equivalents at beginning of period
103.7

 
106.2

Cash and cash equivalents at end of period
$
106.8

 
$
65.3

See accompanying Notes to Condensed Consolidated Financial Statements


8


GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2017
(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 2017 or 2016, 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 filed herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated balance sheets as of January 31, 2017 and October 31, 2016, the condensed consolidated statements of income (loss) and comprehensive income (loss) for the three months ended January 31, 2017 and 2016 and the condensed consolidated statements of cash flows for the three months January 31, 2017 and 2016 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, 2016 (the “2016 Form 10-K”).
Newly Adopted Accounting Standards

In February 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes changes to both the variable interest model and the 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 were required to re-evaluate their consolidation conclusions as well as disclosure requirements. The Company adopted the new guidance beginning on November 1, 2016, and the adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income (loss), cash flows or disclosures.
Recently Issued Accounting Standards

The FASB has issued ASU through 2017-06. The Company has reviewed each recently issued ASU and the adoption of each ASU that is applicable to the Company, other than as explained below, will not 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 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in Accounting Standard Codification ("ASC") 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective in fiscal year 2019 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting this guidance but does not anticipate that it will have a material impact on its financial position, results of operations, comprehensive income (loss), cash flow or disclosures.

9



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.

NOTE 2 — ACQUISITIONS AND DIVESTITURES
For the three months ended January 31, 2017 the Company completed no divestitures and no acquisitions. The Company deconsolidated one nonstrategic business in the Flexible Products & Services segment during the first quarter of 2017, generating a loss on disposal of the business of $0.5 million. The Company completed no divestitures and no acquisitions for the three months ended January 31, 2016.
Proceeds from divestitures completed in fiscal year 2015 and collected during the three months ended January 31, 2017 were $0.8 million. The Company has $3.8 million of notes receivable recorded from the sale of businesses, ranging in remaining term from eight months to twenty three months.
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 ($107.0 million as of January 31, 2017). 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. During the first quarter of 2016, the Company collected $44.2 million that had been loaned to the Purchasing Bank Affiliates as excess ash at the end of fiscal 2015.
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, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and the Company continues to recognize the deferred purchase price in prepaid expenses and other current assets or other current liabilities. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($10.5 million as of January 31, 2017). Under the terms of the Singapore RPA, the Company has agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase prices is settled upon collection of the receivables.

10


The table below contains certain information related to the Company’s accounts receivables sales programs (Dollars in millions):
 
Three Months Ended
January 31,
 
2017
 
2016
European RPA
 
 
 
Gross accounts receivable sold to third party financial institution
$
137.6

 
$
135.1

Cash received for accounts receivable sold under the programs
122.0

 
120.0

Deferred purchase price related to accounts receivable sold
15.6

 
15.1

Loss associated with the programs
0.1

 
0.2

Expenses associated with the programs

 

Singapore RPA
 
 
 
Gross accounts receivable sold to third party financial institution
$
9.9

 
$
10.1

Cash received for accounts receivable sold under the program
8.0

 
10.1

Deferred purchase price related to accounts receivable sold
1.9

 

Loss associated with the program

 

Expenses associated with the program

 

Total RPAs and Agreements
 
 
 
Gross accounts receivable sold to third party financial institution
$
147.5

 
$
145.2

Cash received for accounts receivable sold under the program
130.0

 
130.1

Deferred purchase price related to accounts receivable sold
17.5

 
15.1

Loss associated with the program
0.1

 
0.2

Expenses associated with the program

 

The table below contains certain information related to the Company’s accounts receivables sales programs and the impact it has on the condensed consolidated balance sheets (Dollars in millions):
 
January 31,
2017
 
October 31,
2016
European RPA
 
 
 
Accounts receivable sold to and held by third party financial institution
$
103.0

 
$
106.7

Deferred purchase price asset (liability) related to accounts receivable sold
18.7

 
(0.4
)
Singapore RPA
 
 
 
Accounts receivable sold to and held by third party financial institution
$
4.4

 
$
4.0

Deferred purchase price asset related to accounts receivable sold
0.6

 
0.5

Total RPAs and Agreements
 
 
 
Accounts receivable sold to and held by third party financial institution
$
107.4

 
$
110.7

Deferred purchase price asset related to accounts receivable sold
19.3

 
0.1

The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses and other current assets or other current liabilities on the Company’s consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received initially and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables and are not subject to significant other risks given their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.
Additionally, the Company performs collections and administrative functions on the receivables sold, similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA and the Singapore RPA. The servicing liability for these receivables is not material to the consolidated financial statements.
NOTE 4 — INVENTORIES

11


Inventories are stated at the lower of cost or market and are summarized as follows (Dollars in millions):
 
January 31,
2017
 
October 31,
2016
Raw materials
$
210.1

 
$
185.4

Work-in-process
10.4

 
12.2

Finished Goods
83.7

 
79.8

 
$
304.2

 
$
277.4

NOTE 5 — ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET
The following table presents assets and liabilities classified as held for sale as of January 31, 2017 and October 31, 2016 (Dollars in millions):
 
January 31,
2017
 
October 31,
2016
Cash and cash equivalents
$
3.0

 
$

Trade accounts receivable, less allowance
5.5

 

Inventories
2.4

 

Properties, plants and equipment, net
25.0

 
11.8

Goodwill
32.1

 

Other intangibles assets, net
17.0

 

Other assets
1.2

 

Assets held for sale
$
86.2

 
$
11.8

Accounts payable
$
2.4

 
$

Other current liabilities
2.8

 

Other long-term liabilities
10.4

 

Liabilities held for sale
$
15.6

 
$

As of January 31, 2017, there were two asset groups within the Rigid Industrial Packaging & Services segment and one asset group in the Flexible Products & Services segment classified as assets and liabilities 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, 2016, there was one asset group 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 January 31, 2017, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.0 million. This included disposals of assets in the Rigid Industrial Packaging Products & Services segment that resulted in gains of $0.6 million and special use property sales that resulted in gains of $0.4 million in the Land Management segment.
For the three months ended January 31, 2016, the Company recorded a gain on disposal of properties, plants and equipment, net of $0.9 million. This includes sales of surplus properties in the Land Management segment which resulted in gains of $0.6 million, a disposal of an asset in the Flexible Products & Services segment which resulted in a gain of $0.2 million and other net gains totaling an additional $0.1 million.
NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the three month period ended January 31, 2017 (Dollars in millions):

12


 
Rigid
Industrial
Packaging
& Services
 
Paper
Packaging
& Services
 
Total
Balance at October 31, 2016
$
726.9

 
$
59.5

 
$
786.4

Goodwill allocated to divestitures and businesses held for sale
(33.6
)
 

 
(33.6
)
Currency translation
(4.9
)
 

 
(4.9
)
Balance at January 31, 2017
$
688.4

 
$
59.5

 
$
747.9

As of January 31, 2017 and October 31, 2016, the accumulated goodwill impairment loss was $50.3 million in the Flexible Products & Services segment.
The following table summarizes the carrying amount of net other intangible assets by class as of January 31, 2017 and October 31, 2016 (Dollars in millions):
 
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
January 31, 2017:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
12.9

 
$

 
$
12.9

Definite lived:
 
 
 
 
 
Customer relationships
$
141.9

 
$
80.4

 
$
61.5

Trademarks and patents
9.7

 
4.1

 
5.6

Non-compete agreements
0.9

 
0.5

 
0.4

Other
21.7

 
13.1

 
8.6

Total
$
187.1

 
$
98.1

 
$
89.0

October 31, 2016:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
13.0

 
$

 
$
13.0

Definite lived:
 
 
 
 
 
Customer relationships
$
167.6

 
$
86.9

 
$
80.7

Trademarks and patents
12.1

 
4.8

 
7.3

Non-compete agreements
1.0

 
0.9

 
0.1

Other
23.5

 
14.0

 
9.5

Total
$
217.2

 
$
106.6

 
$
110.6


Amortization expense for the three months ended January 31, 2017 and 2016 was $3.8 million and $4.2 million, respectively. Amortization expense for the next five years is expected to be $13.4 million in 2017, $12.4 million in 2018, $12.3 million in 2019, $11.8 million in 2020 and $10.2 million in 2021.
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 three month period ended January 31, 2017 (Dollars in millions):

13


 
Employee
Separation
Costs
 
Other
Costs
 
Total
Balance at October 31, 2016
$
9.2

 
$
1.2

 
$
10.4

Costs incurred and charged to expense
(0.8
)
 
0.5

 
(0.3
)
Costs paid or otherwise settled
(3.3
)
 
(0.6
)
 
(3.9
)
Balance at January 31, 2017
$
5.1

 
$
1.1

 
$
6.2

The focus for restructuring activities in 2017 is to continue to rationalize operations and close underperforming assets in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. During the three months ended January 31, 2017, the Company recorded a benefit of $0.3 million, as compared to $2.3 million of restructuring charges recorded during the three months ended January 31, 2016. The restructuring activity for the three months ended January 31, 2017 consisted of $1.0 million of employee separation and other restructuring costs, offset by the reduction of a restructuring reserve of $1.3 million in the Rigid Industrial Packaging & Services segment due to a true-up of initial cost estimates related to a plant closure announced in the fourth quarter of 2016.
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 $17.8 million as of January 31, 2017 compared to $16.1 million as of October 31, 2016. The change was due to the formulations of new plans during the period.
(Dollars in millions):
 
Total Amounts
Expected to
be Incurred
 
Amounts Incurred During the three month period ended January 31, 2017
 
Amounts
Remaining
to be Incurred
Rigid Industrial Packaging & Services
 
 
 
 
 
Employee separation costs
$
10.5

 
$
(0.9
)
 
$
11.4

Other restructuring costs
4.0

 
0.4

 
3.6

 
14.5

 
(0.5
)
 
15.0

Flexible Products & Services
 
 
 
 
 
Employee separation costs
1.2

 
0.1

 
1.1

Other restructuring costs
1.8

 
0.1

 
1.7

 
3.0

 
0.2

 
2.8

 
$
17.5

 
$
(0.3
)
 
$
17.8

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. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including; the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
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 January 31, 2017 and October 31, 2016, 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 January 31, 2017 and 2016, Buyer SPE recorded interest income of $0.6 million.

14


As of January 31, 2017 and October 31, 2016, STA Timber had consolidated long-term debt of $43.3 million. For both of the three month periods ended January 31, 2017 and 2016, STA Timber recorded interest expense of $0.6 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.
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):
 
January 31,
2017
 
October 31,
2016
Cash and cash equivalents
$
15.5

 
$
15.2

Trade accounts receivable, less allowance of $2.2 in 2017 and $2.8 in 2016
43.9

 
43.3

Inventories
45.2

 
50.9

Properties, plants and equipment, net
23.1

 
25.0

Other assets
33.8

 
37.3

Total Assets
$
161.5

 
$
171.7

Accounts payable
$
27.9

 
$
30.7

Other liabilities
36.5

 
43.7

Total Liabilities
$
64.4

 
$
74.4

Net income (loss) attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended January 31, 2017 and 2016 were $0.6 million and $(1.0) 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.



15


NOTE 9 — LONG-TERM DEBT
Long-term debt is summarized as follows (Dollars in millions):
 
January 31, 2017
 
October 31, 2016
2017 Credit Agreement
$
204.0

 
$

Prior Credit Agreement

 
201.2

Senior Notes due 2017
300.0

 
300.1

Senior Notes due 2019
247.2

 
247.0

Senior Notes due 2021
212.8

 
216.6

Receivables Facility
101.7

 

Other debt
9.1

 
9.7

 
1,074.8

 
974.6

Less current portion

 

Long-term debt
$
1,074.8

 
$
974.6

Credit Agreement
On November 3, 2016, the Company and certain of its international subsidiaries entered into a new senior secured credit agreement (the “2017 Credit Agreement”) with a syndicate of financial institutions. The 2017 Credit Agreement replaced in its entirety the $1.0 billion senior secured credit agreement entered into on December 19, 2012, by the Company and two of its international subsidiaries ("Prior Credit Agreement") with a syndicate of financial institutions. The total available borrowing under the 2017 Credit Agreement was $581.6 million as of January 31, 2017, which has been reduced by $14.4 million for outstanding letters of credit, all of which was then available without violating covenants.
The 2017 Credit Agreement provides for an $800.0 million revolving multicurrency credit facility expiring November 3, 2021, and a $300.0 million term loan, with quarterly principal installments commencing April 30, 2017, through maturity on November 3, 2021, both with an option to add an aggregate of $550.0 million to the facilities with the agreement of the lenders. The Company used the term loan on February 1, 2017, to repay the principal of the Company’s $300.0 million 6.75% Senior Notes that matured on that date. The revolving credit facility is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes, and to finance acquisitions. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. On November 3, 2016, a total of approximately $208.0 million was used to pay the obligations outstanding under the Prior Credit Agreement in full and certain costs and expenses incurred in connection with the 2017 Credit Agreement. Financing costs associated with the 2017 Credit Agreement totaling $4.4 million have been capitalized and included in other long term assets.
The 2017 Credit Agreement contains certain covenants, which include 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) its total consolidated indebtedness, to (b) the Company's net income plus depreciation, depletion, and amortization, interest expense (including capitalized interest), and income taxes, 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 (or 3.75 to 1, during any collateral release period). The interest coverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) adjusted EBITDA, to (b) the consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1, during the applicable preceding twelve month period.
As of January 31, 2017, $204.0 million was outstanding under the 2017 Credit Agreement. There was no current portion of the 2017 Credit Agreement. The weighted average interest rate on the 2017 Credit Agreement was 1.46% for the three months ended January 31, 2017. The actual interest rate on the 2017 Credit Agreement was 1.26% as of January 31, 2017.

Senior Notes due 2017
On February 9, 2007, the Company issued $300.0 million of 6.75% Senior Notes due February 1, 2017. These Senior Notes were paid in full on February 1, 2017 with $300.0 million of term loan proceeds borrowed under the 2017 Credit Agreement.


16


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. 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.
United States Trade Accounts Receivable Credit Facility

On September 28, 2016, the Company amended and restated its existing receivables financing facility in the United States to establish a $150.0 million United States Trade Accounts Receivables Credit Facility (the "Receivables Facility”) with a financial institution. The Receivables Facility matures in September 2017. The $101.7 million outstanding as of January 31, 2017 is reported in long-term debt in the condensed consolidated balance sheets because the Company intends to refinance the obligation on a long-term basis and has the intent and ability to consummate a long-term refinancing.

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 January 31, 2017 and October 31, 2016 (Dollars in millions):
 
January 31, 2017
 
 
 
Fair Value Measurement
 
 
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Interest rate derivatives
$

 
$
8.6

 
$

 
$
8.6

 
Other long-term assets
Foreign exchange hedges

 
0.6

 

 
0.6

 
Prepaid expenses and other current assets
Foreign exchange hedges

 
(2.2
)
 

 
(2.2
)
 
Other current liabilities
Insurance annuity

 

 
19.6

 
19.6

 
Other long-term assets
Total*
$

 
$
7.0

 
$
19.6

 
$
26.6

 
 
 
October 31, 2016
 
 
 
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

 
(0.3
)
 

 
(0.3
)
 
Other current liabilities
Insurance annuity

 

 
20.1

 
20.1

 
Other long-term assets
Total*
$

 
$

 
$
20.1

 
$
20.1

 
 
*The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of January 31, 2017 and October 31, 2016 approximate their fair values due to the short-term nature of these items and are not included in this table.
Interest Rate Derivatives

During the first quarter of 2017, the Company entered into a forward interest rate swap with a notional amount of $300 million. As of February 1, 2017, the Company began to receive variable rate interest payments based upon one month U.S. dollar LIBOR and was obligated to pay interest at a fixed spread, depending on the leverage ratio, over the borrowing cost as defined in the 2017 Credit Agreement. On February 1, 2017, this effectively converted the borrowing rate on $300 million of debt

17


under the 2017 Credit Agreement from a variable rate to a fixed rate of 2.944%. This derivative is designated as a cash flow hedge for accounting purposes. Accordingly, any effective portion of the gain or loss on this derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. Any ineffective portion of the gain or loss on the derivative instrument is recognized into earnings. The assumptions used in measuring fair value of the interest rate derivative are considered level 2 inputs, which are based upon LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements.

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, 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 January 31, 2017, the Company had outstanding foreign currency forward contracts in the notional amount of $158.0 million ($78.9 million as of October 31, 2016). Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. 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. Realized losses recorded in other expense, net under fair value contracts were $1.3 million and $0.5 million for the three months ended January 31, 2017 and 2016, respectively.
Other Financial Instruments
The fair values of the Company’s 2017 Credit Agreement and the Receivables Facility do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. 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 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):
 
January 31,
2017
 
October 31,
2016
Senior Notes due 2017
 
 
 
Estimated fair value
$
300.2

 
$
302.4

Senior Notes due 2019
 
 
 
Estimated fair value
277.6

 
280.1

Senior Notes due 2021
 
 
 
Estimated fair value
261.5

 
264.9









18



Non-Recurring Fair Value Measurements
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 three months ended January 31, 2017 and 2016, respectively.
 
Quantitative Information about Level 3
Fair Value Measurements
 
Fair Value of
Impairment
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Input
Values
 
(in millions)
 
 
 
 
 
 
January 31, 2017
 
 
 
 
 
 
 
Impairment of Net Assets Held for Sale
$
1.5

 
Broker Quote/
Indicative Bids
 
Indicative Bids
 
N/A
Impairment of Long Lived Assets
$
0.4

 
Sales Value
 
Sales Value
 
N/A
January 31, 2016
 
 
 
 
 
 
 
Impairment of Long Lived Assets - Land & Building
$
34.1

 
Broker Quote/
Indicative Bids
 
Indicative Bids
 
N/A
Impairment of Long Lived Assets - Machinery & Equipment
$
5.0

 
Sales Value
 
Sales Value
 
N/A

Long-Lived Assets
The Company recognized asset impairment charges of $1.9 million during the three months ended January 31, 2017 and $39.1 million for the three months ended January 31, 2016. As a result of the Company measuring long-lived assets at fair value on a non-recurring basis, during the three months ended January 31, 2017, the Company recorded impairment charges related to properties, plants and equipment, net, of $0.3 million and $0.1 million in the Flexible Products & Services segment and the Rigid Industrial Packaging & Services segment, respectively.
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 three month period ended January 31, 2017, one asset group was reclassified to assets and liabilities held for sale, resulting in a $1.5 million impairment to net realizable value.
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 impairment existed as of January 31, 2017 and October 31, 2016.

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 to calculate income tax expense for the quarter. Income tax expense of the Company fluctuates primarily due to changes in income mix by jurisdiction, changes in losses and income from jurisdictions for which a valuation allowance has been provided and the impact of discrete items in the respective quarter.

19


Income tax expense was $11.8 million and $6.0 million for the three months ended January 31, 2017 and 2016, respectively.
Prior to the three months ended January 31, 2017 the Company asserted under ASC 740-30, formally Accounting Principles Board opinion 23 ("APB 23"), that unremitted earnings of its subsidiaries directly, or indirectly, owned by Greif International Holdings BV (“GIH”) were permanently reinvested. During the first quarter of 2017, the Company reassessed its unremitted earnings position and has concluded that the unremitted earnings of subsidiaries owned directly, or indirectly, by GIH may be used to fund the repayment of third-party debt of GIH’s foreign parent company. Further, the Company has concluded that, until such third-party debt has been fully repaid, the current earnings of the subsidiaries owned directly, or indirectly, by GIH may be distributed to and utilized to repay such debt. Under ASC 740-30, a tax liability must be accrued when unremitted earnings are not planned to be permanently reinvested in the country in which they are earned. Accordingly, deferred tax liabilities with respect to pre-2017 unremitted earnings have been recorded in the first quarter of 2017 and, starting in fiscal year 2017, deferred tax liabilities will be recorded on current year earnings not required to be immediately reinvested by the respective subsidiary of GIH.

NOTE 12 — POST RETIREMENT BENEFIT PLANS

During the three months ended January 31, 2017, an annuity contract for approximately $49.2 million was purchased with United States defined benefit plan assets and the pension obligation for certain retirees in the United States under that plan was irrevocably transferred from that plan to the annuity contract. Additionally, lump sum payments totaling $35.1 million were made from the defined benefit plan assets to certain participants who agreed to such payments, representing the current fair value of the participant’s respective pension benefit. The settlement items described above resulted in a decrease in the fair value of both the plan assets and the projected benefit obligation of $84.3 million and a non-cash pension settlement charge of $23.5 million of unrecognized net actuarial loss included in accumulated other comprehensive loss.

As a result of the settlement described above, the Company remeasured the United States defined benefit pension plan as of November 30, 2016. The result of this remeasurement was a decline in projected benefit obligation of $21.3 million. This reduction is due to an increase in discount rates from 3.82 percent as of October 31, 2016 to 4.20 percent as of November 30, 2016.
The components of net periodic pension cost include the following (Dollars in millions):
 
Three Months Ended
January 31,
 
2017
 
2016
Service cost
$
3.3

 
$
3.1

Interest cost
4.6

 
5.6

Expected return on plan assets
(7.1
)
 
(8.3
)
Amortization of prior service cost and net actuarial loss
2.8

 
2.9

Net periodic pension costs
$
3.6

 
$
3.3

The Company made $3.8 million and $3.1 million in pension contributions in the three months ended January 31, 2017 and 2016, respectively.
The components of net periodic cost for postretirement benefits include the following (Dollars in millions):
 
Three Months Ended
January 31,
 
2017
 
2016
Service cost
$

 
$

Interest cost
0.1

 
0.1

Amortization of prior service cost and net actuarial gain
(0.3
)
 
(0.4
)
Net periodic benefit for postretirement benefits
$
(0.2
)
 
$
(0.3
)

20


NOTE 13 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities

The Company may become involved from time-to-time 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 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 regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
Environmental Reserves
As of January 31, 2017 and October 31, 2016, environmental reserves were $7.0 million and $6.8 million, respectively, and 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 January 31, 2017 and October 31, 2016, environmental reserves of the Company included $4.0 million and $3.9 million, respectively, for various European drum facilities acquired from Blagden and Van Leer; $0.5 million and $0.3 million, respectively, for its various container life cycle management and recycling facilities; $1.6 million and $1.7 million for remediation of sites no longer owned by the Company; and $0.9 million and $0.9 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, 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 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.

21


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
January 31,
 
2017
 
2016
Numerator for basic and diluted EPS
 
 
 
Net income (loss) attributable to Greif, Inc.
$
5.4

 
$
(11.1
)
Cash dividends
(24.5
)
 
(24.5
)
Undistributed net income (loss) attributable to Greif, Inc.
$
(19.1
)
 
$
(35.6
)
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. During 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 2016. There have been no other shares repurchased under this program from November 1, 2015 through January 31, 2017. As of January 31, 2017, 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
January 31, 2017
 
 
 
 
 
 
 
Class A Common Stock
128,000,000

 
42,281,920

 
25,811,051

 
16,470,869

Class B Common Stock
69,120,000

 
34,560,000

 
22,009,725

 
12,550,275

October 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


22


The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
 
Three Months Ended
January 31,
 
2017
 
2016
Class A Common Stock:
 
 
 
Basic shares
25,787,769

 
25,697,512

Assumed conversion of stock options
4,672

 
6,511

Diluted shares
25,792,441

 
25,704,023

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

 
22,119,966

NOTE 15 – EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME 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 which the Company does not consolidate and has a 20 percent or more voting interest. Investments in such 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 fair value 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 two such affiliates as of January 31, 2017.
Equity earnings of unconsolidated affiliates, net of tax were immaterial for the three months ended January 31, 2017 and 2016, respectively. There were no dividends received from the Company’s equity method affiliates for the three months ended January 31, 2017 and 2016.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests represent the portion of earnings from the operations of the Company’s consolidated subsidiaries attributable to unrelated third party equity owners that were deducted from net income (loss) to arrive at net income (loss) attributable to the Company. Net income attributable to noncontrolling interests for the three months ended January 31, 2017 and 2016 was $2.6 million and $1.2 million, respectively.

23


NOTE 16 — EQUITY AND COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes of equity from October 31, 2016 to January 31, 2017 (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, 2016
47,792

 
$
141.4

 
29,050

 
$
(135.6
)
 
$
1,340.0

 
$
(398.4
)
 
$
947.4

 
$
10.5

 
$
957.9

Net income
 
 
 
 
 
 
 
 
5.4

 
 
 
5.4

 
2.6

 
8.0

Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
- foreign currency translation
 
 
 
 
 
 
 
 
 
 
(7.5
)
 
(7.5
)
 
(1.7
)
 
(9.2
)
- interest rate derivative, net of tax
 
 
 
 
 
 
 
 
 
 
4.6

 
4.6

 
 
 
4.6

- minimum pension liability adjustment, net of tax
 
 
 
 
 
 
 
 
 
 
28.1

 
28.1

 
 
 
28.1

Comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
30.6

 
 
 
31.5

Current period mark to redemption value of redeemable noncontrolling interest
 
 
 
 
 
 
 
 

 
 
 

 
 
 

Net income allocated to redeemable noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1.0
)
 
(1.0
)
Other
 
 
 
 
 
 
 
 
 
 
 
 

 
0.1

 
0.1

Dividends paid to Greif, Inc. shareholders
 
 
 
 
 
 
 
 
(24.5
)
 
 
 
(24.5
)
 
 
 
(24.5
)
Dividends to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(0.3
)
 
(0.3
)
Long-term incentive shares issued
29

 
1.5

 
(29
)
 

 
 
 
 
 
1.5

 
 
 
1.5

As of January 31, 2017
47,821

 
$
142.9

 
29,021

 
$
(135.6
)
 
$
1,320.9

 
$
(373.2
)
 
$
955.0

 
$
10.2

 
$
965.2


24


The following table summarizes the changes of equity from October 31, 2015 to January 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 (loss)
 
 
 
 
 
 
 
 
(11.1
)
 
 
 
(11.1
)
 
1.2

 
(9.9
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

- foreign currency translation
 
 
 
 
 
 
 
 
 
 
(24.7
)
 
(24.7
)
 
(3.6
)
 
(28.3
)
- minimum pension liability adjustment, net of income tax expense
 
 
 
 
 
 
 
 
 
 
1.9

 
1.9

 
 
 
1.9

Comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
(33.9
)
 
 
 
(36.3
)
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
 
 
 
 
 
 
 
 
0.1

 
 
 
0.1

 
 
 
0.1

Reclassification of redeemable noncontrolling interest
 
 
 
 
 
 
 
 
1.2

 
 
 
1.2

 
(23.2
)
 
(22.0
)
Other
 
 
 
 
 
 
 
 
 
 
 
 

 
(0.4
)
 
(0.4
)
Dividends paid to Greif, Inc. shareholders
 
 
 
 
 
 
 
 
(24.5
)
 
 
 
(24.5
)
 
 
 
(24.5
)
Dividends paid to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
 
 

 


 

Long-term incentive shares issued
41

 
1.0

 
(41
)
 
0.1

 
 
 
 
 
1.1

 
 
 
1.1

As of January 31, 2016
47,855

 
$
140.1

 
28,987

 
$
(130.5
)
 
$
1,330.4

 
$
(400.2
)
 
$
939.8

 
$
18.3

 
$
958.1

The following table provides the rollforward of accumulated other comprehensive income (loss) for the three months ended January 31, 2017 (Dollars in millions):
 
Foreign
Currency
Translation
 
Interest Rate Derivative
 
Minimum
Pension
Liability
Adjustment
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance as of October 31, 2016
$
(270.2
)
 
$

 
$
(128.2
)
 
$
(398.4
)
Other Comprehensive Income (Loss)
(7.5
)
 
4.6

 
28.1

 
25.2

Current-period Other Comprehensive Income (Loss)
(7.5
)
 
4.6

 
28.1

 
25.2

Balance as of January 31, 2017
$
(277.7
)
 
$
4.6

 
$
(100.1
)
 
$
(373.2
)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the three months ended January 31, 2016 (Dollars in millions):
 
Foreign Currency
Translation
 
Minimum Pension
Liability Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Balance as of October 31, 2015
$
(256.6
)
 
$
(120.8
)
 
$
(377.4
)
Other Comprehensive Income (Loss)
(24.7
)
 
1.9

 
(22.8
)
Current-period Other Comprehensive Income (Loss)
(24.7
)
 
1.9

 
(22.8
)
Balance as of January 31, 2016
$
(281.3
)
 
$
(118.9
)
 
$
(400.2
)
The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.

25



NOTE 17 — BUSINESS SEGMENT INFORMATION
The Company has five operating segments, which are aggregated into four reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging & Services; Flexible Products & Services; and Land Management.
The Company’s reportable business segments offer different products and services. The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2016 Form 10-K. The measure of segment profitability that is used by the Company is operating profit.
The following segment information is presented for the periods indicated (Dollars in millions):
 
Three Months Ended
January 31,
 
2017
 
2016
Net sales:
 
 
 
Rigid Industrial Packaging & Services
$
561.5

 
$
534.9

Paper Packaging & Services
182.9

 
158.4

Flexible Products & Services
69.7

 
72.9

Land Management
6.8

 
5.2

Total net sales
$
820.9

 
$
771.4

Operating profit (loss):
 
 
 
Rigid Industrial Packaging & Services
$
28.7

 
$
(2.6
)
Paper Packaging & Services
10.8

 
21.2

Flexible Products & Services
0.5

 
(3.1
)
Land Management
2.1

 
2.1

Total operating profit
$
42.1

 
$
17.6

Depreciation, depletion and amortization expense:
 
 
 
Rigid Industrial Packaging & Services
$
19.4

 
$
21.8

Paper Packaging & Services
8.3

 
7.7

Flexible Products & Services
1.9

 
2.1

Land Management
1.1

 
0.7

Total depreciation, depletion and amortization expense
$
30.7

 
$
32.3

The following table presents net sales to external customers by geographic area (Dollars in millions):
 
Three Months Ended
January 31,
 
2017
 
2016
Net sales:
 
 
 
United States
$
408.0

 
$
372.4

Europe, Middle East and Africa
285.9

 
276.2

Asia Pacific and other Americas
127.0

 
122.8

Total net sales
$
820.9

 
$
771.4


26


The following table presents total assets by segment and total properties, plants and equipment, net by geographic area (Dollars in millions):
 
January 31,
2017
 
October 31,
2016
Assets: