NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Business
Greif, Inc. and its subsidiaries (collectively, “Greif,” “our,” or the “Company”), principally manufacture rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and provides services, such as container life cycle management, filling, logistics, warehousing and other packaging services. The Company produces containerboard and corrugated products for niche markets in North America and is also a leading global producer of flexible intermediate bulk containers. The Company has operations in over
40
countries. In addition, the Company owns timber properties in the southeastern United States, which are actively harvested and regenerated.
Due to the variety of its products, the Company has many customers buying different products and due to the scope of the Company’s sales, no one customer is considered principal in the total operations of the Company.
Because the Company supplies a cross section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical, mineral, packaging, automotive and building products, and must make spot deliveries on a day-to-day basis as its products are required by its customers, the Company does not operate on a backlog to any significant extent and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the same week.
The Company’s raw materials are principally steel, resin, containerboard, old corrugated containers, pulpwood and used industrial packaging for reconditioning.
There were approximately
13,000
employees of the Company as of
October 31, 2017
.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and majority-owned subsidiaries, joint ventures controlled by the Company or for which the Company is the primary beneficiary, including the joint venture relating to the Flexible Products & Services segment, and equity earnings of unconsolidated affiliates. All intercompany transactions and balances have been eliminated in consolidation. Investments in unconsolidated affiliates are accounted for using the equity method based on the Company’s ownership interest in the unconsolidated affiliate.
The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain prior year amounts have been reclassified to conform to the current year presentation.
The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year
2017
,
2016
or
2015
, or to any quarter of those years, relates to the fiscal year ended in that year.
Venezuela Currency
The Company’s results of its Venezuelan businesses have been reported under highly inflationary accounting since 2010 and the functional currency was converted to U.S. dollars at that time. Prior to the third quarter of 2015, Greif utilized the official rate of
6.4
Bolivars/U.S. dollar to measure Bolivar-denominated monetary assets and liabilities and the respective historical rate to measure Bolivar-denominated nonmonetary assets for each reporting period. During the third quarter of 2015, due to the continued devaluation of the Bolivar and reconsideration of the exchange rate mechanism that best reflected the economics of the Company's business activities in Venezuela, the Company remeasured the local currency denominated balance sheet using the SIMADI exchange rate.
As a result of the change to the SIMADI rate, the Company recorded other income of
$4.9 million
related to the remeasurement of its Venezuelan monetary assets and liabilities during 2015. In addition, the Company determined that an adjustment of
$9.3 million
to increase cost of goods sold was needed to reflect the non-monetary inventory assets at net realizable value and, upon review of long-lived assets for impairment, the Company determined that the carrying amount of the long-lived asset was not recoverable in U.S. dollar functional currency and recorded an impairment charge of
$15.0 million
.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The most significant estimates are related to the expected useful lives assigned to properties, plants and equipment, goodwill and other intangible assets, estimates of fair value, environmental liabilities, pension and postretirement benefits, including plan assets, income taxes, net assets held for sale and contingencies. Actual amounts could differ from those estimates.
Cash and Cash Equivalents
The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
The Company had total cash and cash equivalents held outside of the United States in various foreign jurisdictions of
$140.7 million
and
$96.6 million
as of
October 31, 2017
and
2016
, respectively. Under current tax laws and regulations, if cash and cash equivalents held outside the United States are repatriated to the United States in the form of dividends or otherwise, the Company may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
Allowance for Doubtful Accounts
Trade receivables represent amounts owed to the Company through its operating activities and are presented net of allowance for doubtful accounts. The allowance for doubtful accounts totaled
$8.9 million
and
$8.8 million
as of
October 31, 2017
and
2016
, respectively. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. In addition, the Company recognizes allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on its historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to the Company were to occur, the recoverability of amounts due to the Company could change by a material amount. Amounts deemed uncollectible are written-off against an established allowance for doubtful accounts.
Concentration of Credit Risk and Major Customers
The Company maintains cash depository accounts with banks throughout the world and invests in high quality short-term liquid instruments. Such investments are made only in instruments issued by high quality institutions. These investments mature within
three months
and the Company has not incurred any related losses for the years ended
October 31, 2017
,
2016
, and
2015
.
Trade receivables can be potentially exposed to a concentration of credit risk with customers or in particular industries. Such credit risk is considered by management to be limited due to the Company’s many customers, none of which are considered principal in the total operations of the Company, and its geographic scope of operations in a variety of industries throughout the world. The Company does not have an individual customer that exceeds 10 percent of total revenue. In addition, the Company performs ongoing credit evaluations of its customers’ financial conditions and maintains reserves for credit losses. Such losses historically have been within management’s expectations.
Inventory
The Company primarily uses the FIFO method of inventory valuation. Reserves for slow moving and obsolete inventories are provided based on historical experience, inventory aging and product demand. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required.
The Paper Packaging & Services segment trades certain inventories with third parties. These inventory trades are accounted for as non-monetary exchanges and the Company records an asset or liability for any imbalance resulting from these trades.
Net Assets Held for Sale
Net assets held for sale represent land, buildings and other assets and liabilities for locations that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.” As of
October 31, 2017
, there were
two
asset groups within the Rigid Industrial Packaging Products & Services segment classified as assets and liabilities held for sale. The effect of suspending depreciation on the facilities held for sale is immaterial to the results
of operations. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year.
Goodwill and Indefinite-Lived Intangibles
Goodwill is the excess of the purchase price of an acquired entity over the amounts assigned to tangible and intangible assets and liabilities assumed in the business combination. The Company accounts for purchased goodwill and indefinite-lived intangible assets in accordance with ASC 350, “Intangibles – Goodwill and Other.” Under ASC 350, purchased goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually. The Company tests for impairment of goodwill and indefinite-lived intangible assets during the fourth quarter of each fiscal year as of August 1, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist.
In accordance with ASC 350, the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative test for goodwill impairment. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test for goodwill impairment is conducted at the reporting unit level by comparing the carrying value of each reporting unit to the estimated fair value of the unit. If the carrying value of a reporting unit exceeds its estimated fair value, then the goodwill of the reporting unit is impaired. Goodwill impairment is recognized in the amount that the carrying value exceeds the fair value; not to exceed the balance of goodwill attributable to the reporting unit. When a portion of a reporting unit is disposed of, goodwill is allocated to the gain or loss on that disposition based on the relative fair values of the portion of the reporting unit subject to disposition and the portion of the reporting unit that will be retained.
The Company’s determinations of estimated fair value of the reporting units are based on both the market approach and a discounted cash flow analysis utilizing the income approach. Under the market approach, the principal inputs are market prices and valuation multiples for public companies engaged in businesses that are considered comparable to the reporting unit. Under the income approach, the principal inputs are the reporting unit’s cash-generating capabilities and the discount rate. The discount rates used in the income approach are based on a market participant’s weighted average cost of capital. The use of alternative estimates, including different peer groups or changes in the industry, or adjusting the discount rate, earnings before interest, taxes, depreciation, depletion and amortization forecasts or cash flow assumptions used could affect the estimated fair value of the reporting units and potentially result in goodwill impairment. Any identified impairment would result in an expense to the Company’s results of operations. Refer to Note 5 for additional information regarding goodwill and other intangible assets.
Other Intangibles
The Company accounts for intangible assets in accordance with ASC 350. Indefinite lived intangible assets are not amortized. Definite lived intangible assets are amortized over their useful lives on a straight-line basis. The useful lives for definite lived intangible assets vary depending on the type of asset and the terms of contracts or the valuation performed. The Company tests for impairment of intangible assets at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Amortization expense on intangible assets is recorded on the straight-line method over their useful lives as follows:
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Years
|
Trade names
|
10-15
|
Non-competes
|
1-10
|
Customer relationships
|
5-25
|
Other intangibles
|
3-20
|
Acquisitions
From time to time, the Company acquires businesses and/or assets that augment and complement its operations. In accordance with ASC 805, “Business Combinations,” these acquisitions are accounted for under the purchase method of accounting. The consolidated financial statements include the results of operations from these business combinations from the date of acquisition.
In order to assess performance, the Company classifies costs incurred in connection with acquisitions as acquisition-related costs. These costs consist primarily of transaction costs, integration costs and changes in the fair value of contingent payments (earn-outs) and are recorded within selling, general and administrative costs. Acquisition transaction costs are incurred during the initial evaluation of a potential targeted acquisition and primarily relate to costs to analyze, negotiate and consummate the transaction as well as financial and legal due diligence activities. Post-acquisition integration activities are costs incurred to combine the operations of an acquired enterprise into the Company’s operations.
Internal Use Software
Internal use software is accounted for under ASC 985, “Software.” Internal use software is software that is acquired, internally developed or modified solely to meet the Company’s needs and for which, during the software’s development or modification, a plan does not exist to market the software externally. Costs incurred to develop the software during the application development stage and for upgrades and enhancements that provide additional functionality are capitalized and then amortized over a
three
to
ten
year period. Internal use software is capitalized as a component of machinery and equipment on the Consolidated Balance Sheets.
Long-Lived Assets
Properties, plants and equipment are stated at cost. Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of the assets as follows:
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|
|
|
Years
|
Buildings
|
30-45
|
Machinery and equipment
|
3-19
|
Depreciation expense was
$106.8 million
,
$107.4 million
and
$113.4 million
in
2017
,
2016
and
2015
, respectively. Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as incurred.
The Company capitalizes interest on long-term fixed asset projects using a rate that approximates the weighted average cost of borrowing. For the years ended
October 31, 2017
,
2016
, and
2015
, the Company capitalized interest costs of
$3.5 million
,
$2.6 million
, and
$1.5 million
, respectively.
The Company tests for impairment of properties, plants and equipment if certain indicators are present to suggest that impairment may exist. Long-lived assets are grouped together at the lowest level, generally at the plant level, for which identifiable cash flows are largely independent of cash flows of other groups of long-lived assets. As events warrant, we evaluate the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, by assessing whether the carrying value can be recovered over their remaining useful lives through the expected future undiscounted operating cash flows of the underlying business. Impairment indicators include, but are not limited to, a significant decrease in the market price of a long-lived asset; a significant adverse change in the manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; current period operating or cash flow losses combined with a history of operating or cash flow losses associated with the use of the asset; or a current expectation that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Future decisions to change our manufacturing processes, exit certain businesses, reduce excess capacity, temporarily idle facilities and close facilities could also result in material impairment charges. Any impairment loss that may be required is determined by comparing the carrying value of the assets to their estimated fair value.
As of
October 31, 2017
, the Company's timber properties consisted of approximately
245,000
acres, all of which were located in the southeastern United States. The Company’s land costs are maintained by tract. Upon acquisition of a new timberland tract, the Company records separate amounts for land, merchantable timber and pre-merchantable timber allocated as a percentage of the values being purchased. The Company begins recording pre-merchantable timber costs at the time the site is prepared for planting. Costs capitalized during the establishment period include site preparation by aerial spray, costs of seedlings, including refrigeration rental and trucking, planting costs, herbaceous weed control, woody release, and labor and machinery use. The Company does not capitalize interest costs in the process. Property taxes are expensed as incurred. New road construction costs are capitalized as land improvements and depreciated over
20 years
. Road repairs and maintenance costs are expensed as incurred. Costs after establishment of the seedlings, including management costs, pre-commercial thinning costs and fertilization costs, are expensed as incurred. Once the timber becomes merchantable, the cost is transferred from the pre-merchantable timber category to the merchantable timber category in the depletion block.
Merchantable timber costs are maintained by
five
product classes, pine sawtimber, pine chip-n-saw, pine pulpwood, hardwood sawtimber and hardwood pulpwood, within a depletion block, with each depletion block based upon a geographic district or subdistrict. Currently, the Company has
eight
depletion blocks. These same depletion blocks are used for pre-merchantable timber costs. Each year, the Company estimates the volume of the Company’s merchantable timber for the
five
product classes by each
depletion block and depletion costs recognized upon sales are calculated as volumes sold times the unit costs in the respective depletion block. Depletion expense was
$4.0 million
,
$3.2 million
and
$2.8 million
in
2017
,
2016
and
2015
, respectively.
Contingencies
Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, product liability and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist.
All lawsuits, claims and proceedings are considered by the Company in establishing reserves for contingencies in accordance with ASC 450, “Contingencies.” In accordance with the provisions of ASC 450, the Company accrues for a litigation-related liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information known to the Company, the Company believes that its reserves for these litigation-related liabilities are reasonable and that the ultimate outcome of any pending matters is not likely to have a material effect on the Company’s financial position or results of operations.
Environmental Cleanup Costs
The Company accounts for environmental cleanup costs in accordance with ASC 410, “Asset Retirement and Environmental Obligations.” The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site-by-site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs.
Self-insurance
The Company is self-insured for certain of the claims made under its employee medical and dental insurance programs. The Company had recorded liabilities totaling
$3.3 million
and
$4.4 million
for estimated costs related to outstanding claims as of
October 31, 2017
and
2016
, respectively. These costs include an estimate for expected settlements on pending claims, administrative fees and an estimate for claims incurred but not reported. These estimates are based on management’s assessment of outstanding claims, historical analyses and current payment trends. The Company recorded an estimate for the claims incurred, but not reported using an estimated lag period based upon historical information.
The Company has certain deductibles applied to various insurance policies including general liability, product, vehicle and workers’ compensation. The Company maintains liabilities totaling
$11.0 million
and
$11.8 million
for anticipated costs related to general liability, product, vehicle and workers’ compensation claims as of
October 31, 2017
and
2016
, respectively. These costs include an estimate for expected settlements on pending claims, defense costs and an estimate for claims incurred but not reported. These estimates are based on the Company’s assessment of its deductibles, outstanding claims, historical analysis, actuarial information and current payment trends.
Income Taxes
Income taxes are accounted for under ASC 740, “Income Taxes.” In accordance with ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when management believes it is more likely than not that some portion of the deferred tax assets will not be realized.
The Company’s effective tax rate is impacted by the amount of income generated in each taxing jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company’s effective tax rate includes the impact of reserve provisions and changes to reserves on uncertain tax positions that are not more likely than not to be sustained upon examination as well as related interest and penalties.
A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require use of the Company’s cash. Favorable resolution would be recognized as a reduction to the Company’s effective tax rate in the period of resolution.
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. If the fair value of an investment in an affiliate is below its carrying value and the difference is deemed to be other than temporary, the difference between the fair value and the carrying value is charged to earnings. The Company has an equity interest in
two
such affiliates as of
October 31, 2017
, including the addition of an equity method investment in 2016. For additional information regarding the addition of the equity method investment in 2016 refer to Note 2 to these consolidated financial statements.
Other Comprehensive Income
Our other comprehensive income is significantly impacted by foreign currency translation, effective cash flow hedges and defined benefit pension and postretirement benefit adjustments.
The impact of foreign currency translation is affected by the translation of assets, liabilities and operations of the Company's foreign subsidiaries which are denominated in functional currencies other than the U.S. dollar and the recognition of accumulated foreign currency translation upon the disposal of foreign entities. The primary assets and liabilities affecting the adjustments are: cash and cash equivalents; accounts receivable; inventory; properties, plants and equipment; accounts payable; pension and other postretirement benefit obligations; and certain intercompany loans payable and receivable. The primary currencies in which these assets and liabilities are denominated are the euro, Brazilian real, and Chinese yuan.
The impact of effective cash flow hedges is reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Currently, interest rate swaps are held by the Company to effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing the impact of interest rate increase on future interest expense. The Company uses the regression method for assessing the effectiveness of the swaps.
The impact of defined benefit pension and postretirement benefit adjustments is primarily affected by unrecognized actuarial gains and losses related to the Company's defined benefit and other postretirement benefit plans, as well as the subsequent amortization of gains and losses from accumulated other comprehensive income in periods following the initial recording of such items. These actuarial gains and losses are determined using various assumptions, the most significant of which are (i) the weighted average rate used for discounting the liability, (ii) the weighted average expected long-term rate of return on pension plan assets, (iii) the method used to determine market-related value of pension plan assets, (iv) the weighted average rate of future salary increases and (v) the anticipated mortality rate tables.
Restructuring Charges
The Company accounts for all exit or disposal activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.” Under ASC 420, a liability is measured at its fair value and recognized as incurred.
Employee-related costs primarily consist of one-time termination benefits provided to employees who have been involuntarily terminated. A one-time benefit arrangement is an arrangement established by a plan of termination that applies for a specified termination event or for a specified future period. A one-time benefit arrangement exists at the date the plan of termination meets all of the following criteria and has been communicated to employees:
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(1)
|
Management, having the authority to approve the action, commits to a plan of termination.
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(2)
|
The plan identifies the number of employees to be terminated, their job classifications or functions and their locations, and the expected completion date.
|
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(3)
|
The plan establishes the terms of the benefit arrangement, including the benefits that employees will receive upon termination (including but not limited to cash payments), in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated.
|
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(4)
|
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
|
Facility exit and other costs consist of equipment relocation costs and project consulting fees. A liability for other costs associated with an exit or disposal activity shall be recognized and measured at its fair value in the period in which the liability is incurred (generally, when goods or services associated with the activity are received). The liability shall not be recognized before it is incurred, even if the costs are incremental to other operating costs and will be incurred as a direct result of a plan.
Pension and Postretirement Benefits
Under ASC 715, “Compensation – Retirement Benefits,” employers recognize the funded status of their defined benefit pension and other postretirement plans on the consolidated balance sheet and record as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that have not been recognized as components of the net periodic benefit cost.
Transfer and Servicing of Assets
An indirect wholly-owned subsidiary of Greif, Inc. agrees to sell trade receivables meeting certain eligibility requirements that it had purchased from other indirect wholly-owned subsidiaries of Greif, Inc., under a non-U.S. factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the various Greif, Inc. indirect subsidiaries to the respective banks or their affiliates. The banks and their affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating
75 percent
to
90 percent
of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and continues to recognize the deferred purchase price in its other current assets or other current liabilities, as the case may be. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
Stock-Based Compensation Expense
The Company recognizes stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options, restricted stock, restricted stock units and participation in the Company’s employee stock purchase plan.
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s consolidated statements of income over the requisite service periods.
No
stock options were granted in
2017
,
2016
or
2015
. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the standard.
Revenue Recognition
The Company recognizes revenue when title passes and risks and rewards of ownership have transferred to customers or services have been rendered, with appropriate provision for returns and allowances. Revenue is recognized in accordance with ASC 605, “Revenue Recognition.”
Timberland disposals, timber sales, higher and better use (“HBU”) land, surplus and development property sales revenues are recognized when closings have occurred, required down payments have been received, title and possession have been transferred to the buyer and all other criteria for sale and profit recognition have been satisfied.
The Company reports the sale of timberland property in "timberland gains," the sale of HBU and surplus property in “gain on disposal of properties, plants and equipment, net” and the sale of timber and development property under “net sales” and “cost of products sold" in its consolidated statements of income. All HBU and development property, together with surplus property, is used by the Company to productively grow and sell timber until the property is sold.
Shipping and Handling Fees and Costs
The Company includes shipping and handling fees and costs in cost of products sold.
Other Expense, net
Other expense, net primarily represents non-United States trade receivables program fees, currency transaction gains and losses and other infrequent non-operating items.
Currency Translation
In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States dollars at the rate of exchange existing at period-end, and revenues and expenses are translated at average exchange rates.
The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company’s international operations, are presented in the consolidated statements of changes in shareholders’ equity in accumulated other comprehensive income (loss). Transaction gains and losses on foreign currency transactions denominated in a currency other than an entity’s functional currency are credited or charged to income. The amounts included in other expense, net related to transaction losses were
$6.4 million
,
$6.7 million
and
$3.8 million
in
2017
,
2016
and
2015
, respectively.
Derivative Financial Instruments
In accordance with ASC 815, “Derivatives and Hedging,” the Company records all derivatives in the consolidated balance sheet as either assets or liabilities measured at fair value. Dependent on the designation of the derivative instrument, changes in fair value are recorded to earnings or shareholders’ equity through other comprehensive income (loss).
The Company may from time to time use interest rate swap agreements to hedge against changing interest rates. For interest rate swap agreements designated as cash flow hedges, the effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
The Company's interest rate swap agreements effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing the impact of interest rate increases on future interest expense. The Company uses the regression method for assessing the effectiveness of these swaps. The effectiveness of these swaps is reviewed at least every quarter. Hedge ineffectiveness has not been material during any of the years presented herein.
The Company enters into currency forward contracts to hedge certain currency transactions and short-term intercompany loan balances with its international businesses. Such contracts limit the Company’s exposure to both favorable and unfavorable currency fluctuations. These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized in other expense, net.
Any derivative contract that is either not designated as a hedge, or is so designated but is ineffective, has its changes to market value recognized in earnings immediately. If a cash flow or fair value hedge ceases to qualify for hedge accounting, the contract would continue to be carried on the balance sheet at fair value until settled and have the adjustments to the contract’s fair value recognized in earnings. If a forecasted transaction were no longer probable to occur, amounts previously deferred in accumulated other comprehensive income (loss) would be recognized immediately in earnings.
Fair Value
The Company uses ASC 820, “Fair Value Measurements and Disclosures” to account for fair value. ASC 820 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Additionally, this standard established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair values are as follows:
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•
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Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.
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•
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Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities.
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•
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Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
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The Company presents various fair value disclosures in Notes 9 and 12 to these consolidated financial statements.
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, cash flows or disclosures.
In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent)", which removes the requirement to present investments for which the practical expedient is used to measure fair value at net asset value within the fair value hierarchy table. The Company adopted this guidance beginning November 1, 2016 and has applied it retrospectively for all periods presented, and the adoption of this guidance did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.
In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350),” which simplifies the subsequent measurement of goodwill in Accounting Standards Codification ("ASC") 350 by eliminating the step 2 requirement to perform procedures to determine the fair value at the impairment testing date of assets and liabilities in order to calculate goodwill impairment based on the implied fair value of goodwill. This amendment modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. The Company elected to adopt the new guidance beginning on February 1, 2017 using a prospective approach, and utilized the new guidance for the August 1, 2017 goodwill impairment assessment. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.
Recently Issued Accounting Standards
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective for the Company on November 1, 2018 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting the new revenue standards including conducting internal training sessions and global revenue surveys. The Company anticipates that the impact of adoption will be limited to expanded disclosures with no material impact on its financial position, results of operations, comprehensive income or cash flows.
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which amends the lease accounting and disclosure requirements in ASC 840, "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 for the Company on November 1, 2019 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, cash flows and disclosures.
In October 2016, the FASB issued ASU 2016-16, "Intra-Equity Transfers of Assets Other Than Inventory (Topic 740)," which improves the accounting for income tax consequences of intra-entity transfers of assets other than inventory. The update is effective for the Company on November 1, 2018 using a modified retrospective approach and early adoption is permitted, including any interim period. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures.
In March 2017, the FASB issued ASU 2017-07, "Compensation - Retirement Benefits (Topic 715)," which provides additional guidance in ASC 715 for the presentation of net periodic benefit cost in the income statement and on the components eligible for capitalization in assets. This ASU will require the reporting of the service cost component to be in the same line item as other compensation costs arising from services rendered by the pertinent employees. Also, the other components of net benefit cost will be required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This update also allows only the service cost component to be eligible for capitalization when applicable. The update is effective for the Company on November 1, 2018 using a retrospective approach for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. The Company plans to early adopt ASU 2017-07 on November 1, 2017 and expects the update to have no material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815)," which amends the accounting and disclosure requirements in ASC 815, "Derivatives and Hedging." The objective of the ASU is to improve transparency and reduce the complexity of hedge accounting. The update is effective for the Company on November 1, 2019 using a modified retrospective approach and early adoption is permitted. The Company plans to early adopt ASU 2017-12 on November 1, 2017 and expects the update to have no material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.
NOTE 2 – ACQUISITIONS AND DIVESTITURES
During
2017
, the Company completed
two
divestitures, completed
no
acquisitions, deconsolidated
two
nonstrategic businesses, and liquidated
two
non-U.S. nonstrategic businesses. The Company completed
two
divestitures of businesses in the Rigid Industrial Packaging & Services segment. The Company deconsolidated
one
nonstrategic business in the Flexible Products & Services segment and
one
nonstrategic business in the Rigid Industrial Packaging & Services segment. The Company liquidated
two
non-U.S. nonstrategic businesses in the Rigid Industrial Packaging & Services segment. The loss on disposal of businesses was
$1.7 million
for the year ended
October 31, 2017
. Proceeds from divestitures were
$5.1 million
for the year ended
October 31, 2017
. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the year ended
October 31, 2017
were
$0.8 million
. The Company has
$4.3 million
of notes receivable recorded from the sale of businesses, ranging in remaining terms of up to
fourteen
months.
During
2016
, the Company completed
four
divestitures,
one
partial sale of ownership interest resulting in deconsolidation of a then wholly-owned indirect subsidiary and
no
material acquisitions. The divestitures were of nonstrategic businesses:
three
in the Rigid Industrial Packaging & Services segment and
one
in the Flexible Products & Services segment. The loss on disposal of businesses was
$14.5 million
for the year ended
October 31, 2016
, consisting of an
$18.1 million
loss on the partial sale of ownership interest and a net gain of
$3.6 million
for the
four
divestitures. Proceeds from divestitures and the partial sale of ownership interest were
$24.1 million
. Additionally, the Company recorded notes receivable of
$2.4 million
for the sale of
two
businesses in the second quarter which are expected to be collected in fiscal year 2018.
The partial sale of ownership interest resulting in deconsolidation of a then wholly-owned indirect subsidiary was the result of the sale of
51 percent
ownership interest in Earthminded Benelux, NV, a subsidiary in the Rigid Industrial Packaging & Services segment, which, together with the relinquishment of the Company's power to direct the activities that most significantly impact the subsidiary's performance, resulted in deconsolidation. As of September 1, 2016, the Company accounts for its investment in this subsidiary under the equity method of accounting due to the Company's noncontrolling ownership interest.
The
$18.1 million
loss on the partial sale of ownership interest resulting in deconsolidation was measured as the difference between (a) the fair value of the retained noncontrolling interest of
$0.3 million
and the consideration transferred of
$0.3 million
from the unrelated third party purchaser and (b) the carrying value of the former subsidiary's net assets of
$18.7 million
.
During
2015
, the Company completed
eight
divestitures and
no
material acquisitions. The divestitures were of nonstrategic businesses:
six
in the Rigid Industrial Packaging & Services segment and
two
in the Flexible Products & Services segment. The loss on disposal of businesses was
$9.2 million
for the year ended October 31, 2015. Proceeds from divestitures were
$19.6 million
. Additionally, the Company recorded notes receivable of
$2.9 million
for the sale of these businesses, with terms ranging from three months to five years.
None of the above-referenced divestitures in
2017
,
2016
or
2015
qualified as discontinued operations as they do not, individually or in the aggregate, represent a strategic shift that has had a major impact on the Company’s operations or financial results.
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 18, 2017, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time
is
€100 million
(
$116.1 million
as of
October 31, 2017
). Under the ter
ms of the European RPA, the Company has the ability to loan excess cash back 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, which was included in prepaid expenses and other current assets. During the first quarter of 2016, the Company collected
$44.2 million
that had been loaned to the Purchasing Bank Affiliates as excess cash 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 the Company's 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 the Company's 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. Th
e 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 subsidia
ry 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 (
$11.0 million
a
s of
October 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 price is settled upon collection of the receivables
.
The table below contains information related to the Company’s accounts receivables programs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
European RPA
|
|
|
|
|
|
Gross accounts receivable sold to third party financial institution
|
$
|
715.1
|
|
|
$
|
620.3
|
|
|
$
|
715.2
|
|
Cash received for accounts receivable sold under the programs
|
633.4
|
|
|
548.1
|
|
|
633.6
|
|
Deferred purchase price related to accounts receivable sold
|
81.8
|
|
|
71.7
|
|
|
76.2
|
|
Loss associated with the programs
|
0.5
|
|
|
0.8
|
|
|
1.5
|
|
Expenses associated with the programs
|
—
|
|
|
—
|
|
|
—
|
|
Singapore RPA
|
|
|
|
|
|
Gross accounts receivable sold to third party financial institution
|
$
|
50.1
|
|
|
$
|
44.1
|
|
|
$
|
48.1
|
|
Cash received for accounts receivable sold under the programs
|
43.0
|
|
|
36.4
|
|
|
48.1
|
|
Deferred purchase price related to accounts receivable sold
|
7.1
|
|
|
7.1
|
|
|
—
|
|
Loss associated with the programs
|
0.6
|
|
|
—
|
|
|
0.1
|
|
Expenses associated with the programs
|
0.4
|
|
|
—
|
|
|
0.1
|
|
Total RPAs and Agreements
|
|
|
|
|
|
Gross accounts receivable sold to third party financial institution
|
$
|
765.2
|
|
|
$
|
664.4
|
|
|
$
|
763.3
|
|
Cash received for accounts receivable sold under the program
|
676.4
|
|
|
584.5
|
|
|
681.7
|
|
Deferred purchase price related to accounts receivable sold
|
88.9
|
|
|
78.8
|
|
|
76.2
|
|
Loss associated with the program
|
1.1
|
|
|
0.8
|
|
|
1.6
|
|
Expenses associated with the program
|
0.4
|
|
|
—
|
|
|
0.1
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
European RPA
|
|
|
|
Accounts receivable sold to and held by third party financial institution
|
$
|
116.3
|
|
|
$
|
106.7
|
|
Deferred purchase price asset (liability) related to accounts receivable sold
|
(4.2
|
)
|
|
(0.4
|
)
|
Singapore RPA
|
|
|
|
Accounts receivable sold to and held by third party financial institution
|
$
|
3.8
|
|
|
$
|
4.0
|
|
Uncollected deferred purchase price related to accounts receivable sold
|
0.5
|
|
|
0.5
|
|
Total RPAs and Agreements
|
|
|
|
Accounts receivable sold to and held by third party financial institution
|
$
|
120.1
|
|
|
$
|
110.7
|
|
Deferred purchase price asset (liability) related to accounts receivable sold
|
(3.7
|
)
|
|
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 – ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTY, PLANT AND EQUIPMENT, NET
As of
October 31, 2017
, there were
two
asset groups within the Rigid Industrial Packaging 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 twelve months following their initial classification into assets held for sale. During the third quarter of 2017,
one
asset group in the Flexible Products & Services segment classified as assets and liabilities held for sale as of October 31, 2016, was reclassified into held and used as of October 31, 2017 and 2016. During the fourth quarter of 2017,
one
asset group in the Rigid Industrial Packaging & Services segment classified as assets and liabilities held for sale beginning in the first quarter of 2017 was reclassified into held and used as of October 31, 2017. The Company's decision not to sell the asset group resulted in a
$2.7 million
loss as of October 31, 2017 and is included in the (gain) loss on disposal of properties, plants and equipment, net in the Consolidated Statements of Income.
During
2017
, the Company recorded a gain on disposal of properties, plants and equipment, net of
$0.4 million
. This included special use property sales that resulted in gains of
$2.5 million
in the Land Management segment, disposals of assets in the Flexible Products & Services segment that resulted in gains of
$0.9 million
, partially offset by disposals of assets that resulted in a net loss of
$0.2 million
in the Rigid Industrial Packaging Services segment, a
$2.7 million
loss on the reclassification of an asset group from held for sale to held and used in the Rigid Industrial Packaging & Services segment, and disposals of assets in the Paper Packaging segment that resulted in a net loss of
$0.1 million
. For additional information regarding the sale of businesses refer to Note 2 to these consolidated financial statements.
For the year ended
October 31, 2016
, the Company recorded a gain on disposal of properties, plants and equipment, net of
$10.3 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
$1.6 million
, insurance recoveries that resulted in gains of
$0.2 million
in the Paper Packaging & Services segment, and other net gains totaling an additional
$0.8 million
.
For the year ended October 31, 2015, the Company recorded a gain on disposal of properties, plants and equipment, net of
$7.0 million
. There were sales of HBU and surplus properties which resulted in gains of
$2.7 million
in the Land Management segment, a disposal of an asset group previously classified as held for sale in the Rigid Industrial Packaging & Services segment that resulted in a gain of
$4.4 million
, insurance recoveries which resulted in gains of
$3.0 million
in the Rigid Industrial Packaging & Services segment, a
$3.0 million
loss in the Flexible Products & Services segment resulting from the fair market value adjustment of an asset previously classified as held for sale and other miscellaneous losses of
$0.1 million
.
For the years ended
October 31, 2017
and
2016
, the Company recorded
no
gains relating to the sale of timberland. For the year ended October 31,
2015
, the Company recorded a gain of
$24.3 million
relating to the sale of timberland.
NOTE 5 – GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the years ended
October 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Rigid Industrial Packaging & Services
(1)
|
|
Paper
Packaging & Services
|
|
Flexible Products & Services
(1)
|
|
Land
Management
|
|
Total
|
Balance at October 31, 2015
|
$
|
747.6
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
807.1
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill allocated to divestitures and businesses held for sale
|
(17.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.6
|
)
|
Goodwill adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Currency translation
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
Balance at October 31, 2016
|
$
|
726.9
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
786.4
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill allocated to divestitures and businesses held for sale
|
(9.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.2
|
)
|
Goodwill adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Goodwill impairment charge
|
(13.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13.0
|
)
|
Currency translation
|
21.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21.2
|
|
Balance at October 31, 2017
|
$
|
725.9
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
785.4
|
|
(1)
Accumulated goodwill impairment loss was
$63.3 million
as of
October 31, 2017
. Included in the accumulated goodwill impairment loss was
$13.0 million
related to the Rigid Industrial Packaging & Services segment and
$50.3 million
related to the Flexible Products & Services segment. Accumulated goodwill impairment loss was
$50.3 million
as of October 31,
2016
and
2015
, related to the Flexible Products & Services segment.
The Company reviews goodwill by reporting unit and indefinite-lived intangible assets for impairment as required by ASC 350, “Intangibles – Goodwill and Other,” either annually in the fourth quarter as of August 1, or whenever events and circumstances indicate impairment may have occurred. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. The components are aggregated into reporting units for purposes of goodwill impairment testing to the extent they share similar qualitative and quantitative characteristics.
During the fourth quarter of 2017 the Company performed an assessment of its operating segments and determined that as a result of changes in the way the chief operating decision maker receives and reviews financial information, a realignment of its operating segment structure was necessary. As a result of the operating segment realignment, the Company's reporting unit structure was updated for consistency. As of August 1, 2017, the Company realigned its operating segments to include
eight
operating segments: Rigid Industrial Packaging & Services – North America; Rigid Industrial Packaging & Services – Latin America; Rigid Industrial Packaging & Services – Europe, Middle East and Africa; Rigid Industrial Packaging & Services – Asia Pacific; and Rigid Industrial Packaging & Services – Tri-Sure; Paper Packaging & Services; Flexible Products & Services; and Land Management. The Company's
eight
operating segments are aggregated into
four
reportable business segments by combining the Rigid Industrial Packaging & Services – North America; Rigid Industrial Packaging & Services – Latin America; Rigid Industrial Packaging & Services – Europe, Middle East and Africa; Rigid Industrial Packaging & Services – Asia Pacific; and Rigid Industrial Packaging & Services – Tri-Sure operating segments. The Company’s reporting units are the same as the operating segments. As a result of the realignment, goodwill was reassigned to each of the Rigid Industrial Packaging & Services reporting units using a relative fair value approach.
The Company performed its annual goodwill review as of August 1, 2017, for each of the reporting units with a goodwill balance under both the former and current reporting unit structure. The impairment test under the former reporting unit structure concluded that no impairment existed as of August 1, 2017. The impairment test under the updated reporting unit structure concluded that the carrying value of the Rigid Industrial Packaging & Services – Latin America reporting unit exceeded the fair value of the reporting unit and the goodwill of the Rigid Industrial Packaging & Services – Latin America reporting unit of
$13.0 million
was fully impaired.
The fair value of the Rigid Industrial Packaging & Services – Latin America reporting unit was determined using a combination of the income approach by discounting estimated future cash flows and the market multiple approach. The cash flow projections were prepared based upon the evaluation of the historical performance and future growth expectations for the reporting unit. Revenue was based on the 2017 forecast as of August 1, 2017 with a long-term growth rate applied to future periods. The most critical assumptions within the cash flow projections are revenue growth rates and forecasted gross margin percentages. The most critical assumption within the market multiple calculation is the multiple selected.
Prior to the change in the fourth quarter of 2017, the Company's reporting unit structure consisted of
five
reporting units: Rigid Industrial Packaging & Services – Americas; Rigid Industrial Packaging & Services – Europe, Middle East, Africa and Asia Pacific; Paper Packaging & Services; Flexible Products & Services; and Land Management. The Company performed its annual goodwill impairment test as of August 1, 2016 and 2015 which resulted in no goodwill impairment under the then-current reporting unit structure.
Refer to Note 9 herein for further discussion regarding goodwill allocated to divestitures and businesses held for sale.
The following table summarizes the carrying amount of net intangible assets by class as of
October 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Gross
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net Intangible
Assets
|
October 31, 2017:
|
|
|
|
|
|
Indefinite lived:
|
|
|
|
|
|
Trademarks and patents
|
$
|
13.4
|
|
|
$
|
—
|
|
|
$
|
13.4
|
|
Definite lived:
|
|
|
|
|
|
Customer relationships
|
$
|
170.2
|
|
|
$
|
99.7
|
|
|
$
|
70.5
|
|
Trademarks and patents
|
11.6
|
|
|
4.9
|
|
|
6.7
|
|
Non-compete agreements
|
—
|
|
|
—
|
|
|
—
|
|
Other
|
23.4
|
|
|
16.0
|
|
|
7.4
|
|
Total
|
$
|
218.6
|
|
|
$
|
120.6
|
|
|
$
|
98.0
|
|
|
|
|
|
|
|
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
|
|
Gross intangible assets increased by
$1.4 million
for the year ended
October 31, 2017
. The increase was attributable to
$6.2 million
of currency fluctuations and the write-off of
$4.8 million
of fully-amortized assets. Amortization expense was
$13.5 million
,
$16.8 million
and
$18.4 million
for the years ended October 31,
2017
,
2016
and
2015
, respectively. Amortization expense for the next five years is expected to be
$14.9 million
in
2018
,
$14.8 million
in
2019
,
$14.2 million
in
2020
,
$12.7 million
in
2021
and
$8.9 million
in
2022
.
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 or legally determined or through purchase price accounting. Indefinite lived intangibles of approximately
$13.4 million
as of October 31,
2017
, related primarily to the Tri-Sure trademark and trade names related to Blagden Express, Closed-loop and Box Board, are not amortized.
NOTE 6 – RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ended restructuring reserve balances for the years ended
October 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
16.7
|
|
|
10.2
|
|
|
26.9
|
|
Costs paid or otherwise settled
|
(22.2
|
)
|
|
(15.6
|
)
|
|
(37.8
|
)
|
Balance at October 31, 2016
|
$
|
9.2
|
|
|
$
|
1.2
|
|
|
$
|
10.4
|
|
Costs incurred and charged to expense
|
9.0
|
|
|
3.7
|
|
|
12.7
|
|
Costs paid or otherwise settled
|
(14.3
|
)
|
|
(3.6
|
)
|
|
(17.9
|
)
|
Balance at October 31, 2017
|
$
|
3.9
|
|
|
$
|
1.3
|
|
|
$
|
5.2
|
|
The focus for restructuring activities in
2017
was to continue to rationalize operations and close underperforming assets in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. During the year ended
October 31, 2017
, the Company recorded restructuring charges of
$12.7 million
, as compared to
$26.9 million
of restructuring charges recorded during the year ended
October 31, 2016
. The restructuring activity for the year ended
October 31, 2017
consisted of
$9.0 million
in employee separation costs and
$3.7 million
in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities. There were
two
plants closed in
2017
, and a total of
157
employees severed throughout
2017
as part of the Company’s restructuring efforts.
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-K. Remaining amounts expected to be incurred were
$14.9 million
as of
October 31, 2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Total Amounts
Expected to be
Incurred
|
|
Amounts
Incurred During
the year ended October 31, 2017
|
|
Amounts
Remaining to be
Incurred
|
Rigid Industrial Packaging & Services:
|
|
|
|
|
|
Employee separation costs
|
$
|
20.3
|
|
|
$
|
8.0
|
|
|
12.3
|
|
Other restructuring costs
|
4.4
|
|
|
3.2
|
|
|
1.2
|
|
|
24.7
|
|
|
11.2
|
|
|
13.5
|
|
Flexible Products & Services:
|
|
|
|
|
|
Employee separation costs
|
1.2
|
|
|
0.7
|
|
|
0.5
|
|
Other restructuring costs
|
1.4
|
|
|
0.5
|
|
|
0.9
|
|
|
2.6
|
|
|
1.2
|
|
|
1.4
|
|
Paper Packaging & Services:
|
|
|
|
|
|
Employee separation costs
|
0.3
|
|
|
0.3
|
|
|
—
|
|
Other restructuring costs
|
—
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
$
|
27.6
|
|
|
$
|
12.7
|
|
|
$
|
14.9
|
|
The focus for restructuring activities in
2016
was to rationalize operations and close underperforming assets in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. During
2016
, the Company recorded restructuring charges of
$26.9 million
, consisting of
$16.7 million
in employee separation costs and
$10.2 million
in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated with employee separation and relocation. There were
four
plants closed and a total of
254
employees severed throughout
2016
as part of the Company’s restructuring efforts.
The focus for restructuring activities in
2015
was to rationalize and close underperforming assets throughout all segments. During
2015
, the Company recorded restructuring charges of
$40.0 million
, consisting of
$27.8 million
in employee separation costs and
$12.2 million
in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated
with employee separation and relocation. There were
eight
plants closed and a total of
1,020
employees severed throughout
2015
as part of the Company’s restructuring efforts.
NOTE 7 – CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIE’s quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIE’s for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
Significant Nonstrategic Timberland Transactions
On March 28, 2005, Soterra LLC (a wholly owned subsidiary) entered into
two
real estate purchase and sale agreements with Plum Creek Timberlands, L.P. (“Plum Creek”) to sell approximately
56,000
acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately
$90 million
, subject to closing adjustments. In connection with the closing of one of these agreements, Soterra LLC sold approximately
35,000
acres of timberland and associated assets in Florida, Georgia and Alabama for
$51.0 million
, resulting in a pretax gain of
$42.1 million
, on May 23, 2005. The purchase price was paid in the form of cash and a
$50.9 million
purchase note payable (the “Purchase Note”) by an indirect subsidiary of Plum Creek (the “Buyer SPE”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of the Company’s indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed
$52.3 million
(the “Deed of Guarantee”), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note.
The Company completed the second and final phase of these transactions in the first and second quarters of 2006, respectively, with the sale of
15,300
acres and another approximately
5,700
acres.
On May 31, 2005, STA Timber issued in a private placement its
5.20%
Senior Secured Notes due
August 5, 2020
(the “Monetization Notes”) in the principal amount of
$43.3 million
. In connection with the sale of the Monetization Notes, STA Timber entered into note purchase agreements with the purchasers of the Monetization Notes (the “Note Purchase Agreements”) and related documentation. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. The Monetization Notes may be accelerated in the event of a default in payment or a breach of the other obligations set forth therein or in the Note Purchase Agreements or related documents, subject in certain cases to any applicable cure periods, or upon the occurrence of certain insolvency or bankruptcy related events. The Monetization Notes are subject to a mechanism that may cause them, subject to certain conditions, to be extended to
November 5, 2020
. The proceeds from the sale of the Monetization Notes were primarily used for the repayment of indebtedness. Greif, Inc. and its other subsidiaries have not extended any form of guaranty of the principal or interest on the Monetization Notes. Accordingly, Greif, Inc. and its other subsidiaries will not become directly or contingently liable for the payment of the Monetization Notes at any time.
The Buyer SPE is deemed to be a VIE since the assets of the Buyer SPE are not available to satisfy the liabilities of the Buyer SPE. The Buyer SPE is a separate and distinct legal entity from the Company and no ownership interest in the Buyer SPE is held by the Company, but the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, Buyer SPE has been consolidated into the operations of the Company.
As of
October 31, 2017
and
2016
, assets of the Buyer SPE consisted of
$50.9 million
of restricted bank financial instruments which are expected to be held to maturity. For each of the years ended
October 31, 2017
,
2016
and
2015
, the Buyer SPE recorded interest income of
$2.4 million
.
As of
October 31, 2017
and
2016
, STA Timber had long-term debt of
$43.3 million
. For each of the years ended
October 31, 2017
,
2016
and
2015
, STA Timber recorded interest expense of
$2.2 million
. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of Guarantee.
Flexible Packaging Joint Venture
On September 29, 2010, Greif, Inc. and one of its indirect subsidiaries 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 ("GRP"). 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.
The economic and business purpose underlying the Flexible Packaging JV is to establish a global industrial flexible products enterprise through a series of targeted acquisitions and major investments in plant, machinery and equipment. All entities contributed to the Flexible Packaging JV were existing businesses acquired by an indirect subsidiary of the Company and that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V. (“Asset Co.” and “Trading Co.”), respectively. The Flexibles Packaging J.V. also includes Global Textile Company LLC (“Global Textile”), which owned and operated a fabric hub in the Kingdom of Saudi Arabia that commenced operations in the fourth quarter of 2012 and ceased operations in the fourth quarter of 2014. The Company has
51 percent
ownership in Trading Co. and
49 percent
ownership in Asset Co. and Global Textile. However, the Company and GRP have equal economic interests in the Flexible Packaging JV, notwithstanding the actual ownership interests in the various legal entities.
All investments, loans and capital contributions are to be shared equally by the Company and GRP and each partner has committed to contribute capital of up to
$150.0 million
and obtain third party financing for up to
$150.0 million
as required.
The following table presents the Flexible Packaging JV total net assets:
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
Cash and cash equivalents
|
$
|
14.4
|
|
|
$
|
15.2
|
|
Trade accounts receivable, less allowance of $2.1 in 2017 and $2.8 in 2016
|
52.5
|
|
|
43.3
|
|
Inventories
|
53.3
|
|
|
50.9
|
|
Properties, plants and equipment, net
|
31.2
|
|
|
25.0
|
|
Other assets
|
25.8
|
|
|
37.3
|
|
Total assets
|
$
|
177.2
|
|
|
$
|
171.7
|
|
|
|
|
|
Accounts payable
|
$
|
33.8
|
|
|
$
|
30.7
|
|
Other liabilities
|
30.2
|
|
|
43.7
|
|
Total liabilities
|
$
|
64.0
|
|
|
$
|
74.4
|
|
Net (income) loss attributable to the noncontrolling interest in the Flexible Packaging JV for the years ended
October 31, 2017
,
2016
and
2015
were
$(6.3) million
,
$8.2 million
and
$14.2 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.
EarthMinded Benelux NV VIE
On August 31, 2016, a wholly owned indirect subsidiary of Greif, Inc. sold
51
percent of its shares in its then wholly owned subsidiary, EarthMinded Benelux NV for
$0.3 million
.
EarthMinded Benelux NV is a VIE due to insufficient equity investment at risk. The Company is not the primary beneficiary of this VIE since (1) the Company does not have the power to direct the most significant activities due to its lack of ability to direct the financing, capital and operating decisions of the VIE, and (2) the Company does not have the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, EarthMinded Benelux NV was deconsolidated from the operations of the Company as of August 31, 2016. The retained noncontrolling interest of
$0.4 million
as of October 31, 2017 and
$0.3 million
as of October 31, 2016 is included in prepaid expenses and other current assets in the consolidated balance sheets and the Company's share of the operations is classified in equity earnings of unconsolidated affiliates, net of tax, in the consolidated statements of income.
NOTE 8 – LONG-TERM DEBT
Long-term debt is summarized as follows:
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
2017 Credit Agreement
|
$
|
323.8
|
|
|
$
|
—
|
|
Prior Credit Agreement
|
—
|
|
|
201.2
|
|
Senior Notes due 2017
|
—
|
|
|
300.1
|
|
Senior Notes due 2019
|
248.0
|
|
|
247.0
|
|
Senior Notes due 2021
|
230.9
|
|
|
216.6
|
|
Receivables Facility
|
150.0
|
|
|
—
|
|
Other debt
|
6.5
|
|
|
9.7
|
|
|
959.2
|
|
|
974.6
|
|
Less current portion
|
15.0
|
|
|
—
|
|
Less deferred financing costs
|
6.4
|
|
|
—
|
|
Long-term debt
|
$
|
937.8
|
|
|
$
|
974.6
|
|
2017 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
$753.1 million
as of
October 31, 2017
, which has been reduced by
$11.9 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 that commenced on 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. The financing costs associated with the 2017 Credit Agreement totaled
$5.6 million
as of October 31, 2017, and are recorded as a direct deduction from the long-term debt liability.
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
1.00
(or
3.75
to 1.00, 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
1.00
, during the applicable preceding twelve month period.
The terms of the 2017 Credit Agreement limit the Company's ability to make "restricted payments", which include dividends and purchases, redemptions and acquisitions of equity interests of the Company. The repayment of this facility is secured by a security interest in the personal property of the Company and certain of its United States subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of the Company's United States subsidiaries and is secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that the Company receives and maintains an investment grade rating from either Moody's Investors Service, Inc. or Standard & Poor's Corporation, the Company may request the release of such collateral. The payment of outstanding principal under the 2017 Credit Agreement and accrued interest thereon may be accelerated and become immediately due and payable upon the Company's default in its payment or other performance obligations or its failure to comply with the financial and other covenants in the 2017 Credit Agreement, subject to applicable notice requirements and cure periods as provided in the 2017 Credit Agreement.
As of
October 31, 2017
,
$323.8 million
was outstanding under the 2017 Credit Agreement. The current portion of the 2017 Credit Agreement was $
15.0 million
and the long-term portion was
$308.8 million
. The weighted average interest rate on the 2017 Credit Agreement was
2.20%
for the year ended
October 31, 2017
. The actual interest rate on the 2017 Credit Agreement was
2.70%
as of
October 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.
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. The financing costs associated with the Senior Notes due 2019 totaled
$0.8 million
as of October 31, 2017, and are recorded as a direct deduction from the long-term liability.
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, certain domestic subsidiaries of the Company, including Greif Receivables Funding LLC (“Greif Funding”) and Greif Packaging LLC (“Greif Packaging”),entered into a receivables financing facility (the “Receivables Facility”) with Cooperatieve Rabobank U.A., New York Branch (“Rabobank”), as the agent, managing agent, administrator and committed investor, by executing and delivering the Second Amended and Restated Transfer and Administration Agreement (the “Second Amended TAA”). The Second Amended TAA was renewed and amended on September 27, 2017 to extend the facility through September 26, 2018 and to add The Bank of Tokyo-Mitsubishi UFJ Ltd. as a managing agent, an administrator and a committed investor. The maximum amount available to be borrowed under the Receivables Facility is
$150.0 million
, subject to the amounts of eligible receivables.
The Second Amended TAA replaced in its entirety the Amended and Restated Transfer and Administration Agreement, dated as of September 30, 2013 with PNC Bank, National Association, as a committed investor, managing agent, administrator and agent (the "Prior TAA"), which provided for a
$150.0 million
Receivables Facility.
Greif Funding is a direct subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However, because Greif Funding is a separate and distinct legal entity from the Company, the assets of Greif Funding are not available to satisfy the liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are not the liabilities or obligations of the Company or its other subsidiaries.
The Second Amended TAA, as amended, provides for the ongoing purchase by Rabobank and The Bank of Tokyo-Mitsubishi UFJ Ltd. of receivables from Greif Funding, which Greif Funding will have purchased from Greif Packaging and certain other domestic subsidiaries of the Company as the originators under the Second Amended and Restated Sale Agreement, dated as of September 28, 2016 (the “Second Amended Sale Agreement”). Greif Packaging will service and collect on behalf of Greif Funding those receivables sold to Greif Funding under the Second Amended Sale Agreement. The maturity date of the Receivables Facility is September 26, 2018, subject to earlier termination as provided in the Second Amended TAA, including acceleration upon an event
of default as provided therein, or such later date to which the purchase commitment may be extended by agreement of the parties. In addition, Greif Funding can terminate the Receivables Facility at any time upon
five days
prior written notice. The Company has guaranteed the performance by Greif Funding, Greif Packaging and its other participating subsidiaries of their respective obligations under the Second Amended TAA, as amended, the Second Amended Sale Agreement and related agreements, but has not guaranteed the collectability of the receivables. A significant portion of the proceeds from the Receivables Facility were used to pay the obligations under the Prior TAA. The remaining proceeds are to be used to pay certain fees, costs and expenses incurred in connection with the Receivables Facility and for working capital and general corporate purposes.
The Receivables Facility is secured by certain trade accounts receivables relating to the Rigid Industrial Packaging and Paper Packaging & Services businesses of Greif Packaging and other domestic subsidiaries of the Company in the United States and bears interest at a variable rate based on the London Interbank Offered Rate or an applicable base rate, plus a margin, or a commercial paper rate, all as provided in the Second Amended TAA, as amended. Interest is payable on a monthly basis and the principal balance is payable upon termination of the Receivables Facility.
Other
In addition to the amounts borrowed under the 2017 Credit Agreement and proceeds from the Senior Notes and the Receivables Facility, as of
October 31, 2017
, the Company had outstanding other debt of
$6.5 million
in long-term debt and
$14.5 million
in short-term borrowings, compared to other debt of
$9.7 million
in long-term debt and
$51.6 million
in short-term borrowings, as of
October 31, 2016
. There are no financial covenants associated with this other debt.
Annual maturities are
$165.0 million
in
2018
,
$268.7 million
in
2019
,
$30.0 million
in
2020
,
$254.0 million
in
2021
,
$241.3 million
in
2022
and
$0.2 million
thereafter.
NOTE 9 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value of those assets and (liabilities) measured on a recurring basis as of
October 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2017
|
|
|
|
Fair Value Measurement
|
|
Balance Sheet Location
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
Interest rate derivatives
|
$
|
—
|
|
|
$
|
8.9
|
|
|
$
|
—
|
|
|
$
|
8.9
|
|
|
Other long-term assets
|
Foreign exchange hedges
|
—
|
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
Prepaid expenses and other current assets
|
Foreign exchange hedges
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
Other current liabilities
|
Insurance annuity
|
—
|
|
|
—
|
|
|
20.7
|
|
|
20.7
|
|
|
Other long-term assets
|
Total
(1)
|
$
|
—
|
|
|
$
|
8.4
|
|
|
$
|
20.7
|
|
|
$
|
29.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2016
|
|
|
|
Fair Value Measurement
|
|
Balance Sheet Location
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
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, notes receivable, accounts payable, current liabilities and short-term borrowings as of
October 31, 2017
and
2016
approximate their fair values because of the short-term nature of these items and are not included in this table.
Interest Rate Derivatives
The Company has various borrowing facilities which charge interest based on the one month U.S. dollar LIBOR rate plus an interest spread. During the first quarter of 2017, the Company entered into a forward interest rate swap with a notional amount of
$300.0 million
. As of February 1, 2017, the Company began to receive variable rate interest payments based upon one month U.S. dollar LIBOR and in return was obligated to pay interest at a fixed rate of
1.194%
. This effectively converted the borrowing rate on
$300.0 million
of debt from a variable rate to a fixed rate. 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. For additional disclosures of the gain or loss included with other comprehensive income, see Note 18 to these consolidated financial statements. 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.
The Company had
two
interest rate derivatives (floating to fixed swap agreements designated as cash flow hedges) with a total notional amount of
$150.0 million
through December of fiscal 2015. The effective portion of the gain or loss on these derivative instruments was reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affected earnings.
Losses reclassified to earnings under these contracts were
$0.3 million
,
zero
and
$0.2 million
for the years ended
October 31, 2017
,
2016
and
2015
, respectively. These losses were recorded within the consolidated statements of income as interest expense, net.
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
October 31, 2017
, the Company had outstanding foreign currency forward contracts in the notional amount of
$80.1 million
(
$78.9 million
as of
October 31, 2016
). 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. Realized losses recorded in other expense, net under fair value contracts were
$1.8 million
,
$2.7 million
and
$6.0 million
for the years ended
October 31, 2017
,
2016
and
2015
, 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 for the Company’s Senior Notes and Assets held by special purpose entities:
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
Senior Notes due 2017 estimated fair value
|
$
|
—
|
|
|
$
|
302.4
|
|
Senior Notes due 2019 estimated fair value
|
272.0
|
|
|
280.1
|
|
Senior Notes due 2021 estimated fair value
|
281.0
|
|
|
264.9
|
|
Assets held by special purpose entities estimated fair value
|
52.5
|
|
|
54.3
|
|
Pension Plan Assets
On an annual basis the Company compares the asset holdings of its pension plan to targets it previously established. The pension plan assets are categorized as equity securities, debt securities, fixed income securities, insurance annuities or other assets, which are considered level 1, level 2 and level 3 fair value measurements. The typical asset holdings include:
|
|
•
|
Common Stock: Valued based on quoted prices and are primarily exchange-traded.
|
|
|
•
|
Mutual funds: Valued at the Net Asset Value “NAV” available daily in an observable market.
|
|
|
•
|
Common collective trusts: Unit value calculated based on the observable NAV of the underlying investment.
|
|
|
•
|
Pooled separate accounts: Unit value calculated based on the observable NAV of the underlying investment.
|
|
|
•
|
Government and corporate debt securities: Valued based on readily available inputs such as yield or price of bonds of comparable quality, coupon, maturity and type.
|
|
|
•
|
Insurance annuity: Value is derived based on the value of the corresponding liability.
|
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 twelve months ended
October 31, 2017
and
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
(in millions)
|
Fair Value of
Impairment
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Range
of Input Values
|
October 31, 2017
|
|
|
|
|
|
|
|
Impairment of Net Assets Held for Sale
|
$
|
5.6
|
|
|
Broker Quote /
Indicative Bids
|
|
Indicative Bids
|
|
N/A
|
Impairment of Long Lived Assets
|
2.2
|
|
|
Sales Value
|
|
Sales Value
|
|
N/A
|
Total
|
$
|
7.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2016
|
|
|
|
|
|
|
|
Impairment of Net Assets Held for Sale
|
$
|
37.6
|
|
|
Broker Quote /
Indicative Bids
|
|
Indicative Bids
|
|
N/A
|
Impairment of Long Lived Assets
|
13.8
|
|
|
Sales Value
|
|
Sales Value
|
|
N/A
|
Total
|
$
|
51.4
|
|
|
|
|
|
|
|
Long-Lived Assets
During the year ended
October 31, 2017
, the Company wrote down long-lived assets with a carrying value of
$3.8 million
to a fair value of
$1.6 million
, resulting in recognized asset impairment charges of
$2.2 million
. These charges include
$1.9 million
related to properties, plants and equipment, net, in the Rigid Industrial Packaging & Services segment and
$0.3 million
of properties, plants and equipment, net, in the Flexible Products & Services segment.
During the year ended
October 31, 2016
, the Company wrote down long-lived assets with a carrying value of
$19.2 million
to a fair value of
$5.4 million
, resulting in recognized asset impairment charges of
$13.8 million
. These charges include
$8.6 million
related to properties, plants and equipment, net, in the Rigid Industrial Packaging & Services segment,
$3.7 million
of properties, plants and equipment, net, in the Flexible Products & Services segment, and
$1.5 million
related to a cost method investment in the Paper Packaging & Services segment.
During the year ended
October 31, 2015
, the Company wrote down long-lived assets with a carrying value of
$60.7 million
to a fair value of
$14.8 million
, resulting in recognized asset impairment charges of properties, plants and equipment of
$45.9 million
. These charges include
$15.0 million
of impairment charges related to Venezuelan properties, plants and equipment, net,
$11.4 million
of impairment charges related to assets recognized at fair value in the Company's reconditioning business,
$1.5 million
of IT software assets that were identified as obsolete,
$0.5 million
other-than-temporary impairment of equity method investment within the Flexible Products & Services segment,
$10.9 million
of impairment charges related to plant closures within the Rigid Industrial Packaging & Services and Flexible Products & Services segments, and
$6.6 million
of various machinery and equipment determined to be obsolete.
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
During the year ended
October 31, 2017
, the Company wrote down the assets and liabilities of one asset group that was held for sale with a carrying value of
$69.2 million
to a fair value of
$63.6 million
, resulting in recognized asset impairment charges of
$5.6 million
for goodwill allocated to the business classified as held for sale. Additionally during the year ended October 31, 2017,
one
asset group that was classified as held for sale at October 31, 2016 was reclassified to held and used at net realizable value, resulting in
no
impairment. 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 year ended October 31, 2016, the Company wrote down assets and liabilities held for sale with a carrying value of
$70.6 million
to a fair value of
$33.0 million
, resulting in recognized asset impairment charges of
$37.6 million
. During the year ended
October 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 impairment was
$9.1 million
of goodwill allocated to the business classified as held for sale. During the year ended
October 31, 2015
,
one
asset group that was classified as held for sale was remeasured to net realizable value, resulting in a
$14.0 million
impairment. The asset impairment included
$11.9 million
of goodwill allocated to the business classified as held for sale. Additionally during the year ended
October 31, 2015
,
two
asset groups that were classified as held for sale at October 31, 2014 were reclassified to held and used, resulting in a
$3.0 million
impairment to net realizable value. 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.
Goodwill and Indefinite-Lived Intangibles
On an annual basis or when events or circumstances indicate impairment may have occurred, the Company performs impairment tests for goodwill and intangibles as defined under ASC 350, “Intangibles-Goodwill and Other.” As of August 1, 2017, the Company concluded that the carrying amount of the Rigid Industrial Packaging & Services – Latin America reporting unit exceeded the fair value of the reporting unit and the goodwill of Rigid Industrial Packaging & Services – Latin America
$13.0 million
was fully impaired. See Note 5 for additional information. The Company concluded that
no
such impairment existed as of October 31,
2016
and
2015
under the former reporting unit structure.
NOTE 10 – STOCK-BASED COMPENSATION
Stock-based compensation is accounted for in accordance with ASC 718, “Compensation – Stock Compensation,” which requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Company maintains
two
stock-based compensation plans, the 2001 Management Equity Incentive and Compensation Plan (the “2001 Plan”) and the 2005 Outside Directors Equity Award Plan (the “2005 Directors Plan”) however
no
stock options were granted in
2017
,
2016
or
2015
. In 2015,
10,000
stock option shares were exercised at a weighted average exercise price of
$27.36
and
no
shares were exercised in 2016 or 2017.
No
shares were forfeited or exercised in 2017, 2016 or 2015.
The Company’s Long Term Incentive Plan is intended to focus management on the key measures that drive superior performance over the longer-term. The
Long Term Incentive Plan is based on three-year performance periods
that commence at the start of every fiscal year. For each
three
-year performance period, the performance goals are based on targeted levels of earnings before interest, taxes, depreciation, depletion and amortization as determined by the Special Subcommittee of the Company’s Compensation Committee of the Board of Directors (the “Special Subcommittee”). Participants are paid
50%
in cash and
50%
in restricted shares of the Company’s Class A and/or Class B Common Stock, as determined by the Special Subcommittee.
The Company granted
31,075
shares of restricted stock with a grant date fair value of
$53.80
under the Company’s Long Term Incentive Plan for
2016
. The total stock expense recorded under the Long Term Incentive Plan was
$1.7 million
,
$1.5 million
and
$1.4 million
for the periods ended
October 31, 2017
,
2016
and
2015
, respectively. All restricted stock awards under the Long Term Incentive Plan are fully vested at the date of award.
Under the Company’s 2005 Directors Plan, the Company granted
19,368
shares of restricted stock with a grant date fair value of
$58.08
in
2017
. The Company granted
42,435
shares of restricted stock with a grant date fair value of
$26.51
under the Company’s 2005 Directors Plan in
2016
. The total expense recorded under the plan was
$1.1 million
for the periods ended
October 31, 2017
,
2016
, and
2015
, respectively. All restricted stock awards under the 2005 Directors Plan are fully vested at the date of award.
During 2014, the Company awarded an officer, as part of the terms of his initial employment arrangement,
15,000
shares of Class A Common Stock under the 2001 Plan. These shares were issued subject to vesting and post-vesting restrictions on the sale or transfer until May 12, 2019. These shares fully vested in equal installments of
5,000
on May 12, 2015, 2016 and 2017. Share-based compensation expense was
$0.1 million
,
$0.2 million
, and
$0.3 million
for the periods ended
October 31, 2017
,
2016
, and
2015
respectively.
The total stock compensation expenses recorded under the plans were
$2.9 million
,
$2.8 million
and
$2.8 million
for the periods ended
October 31, 2017
,
2016
and
2015
respectively.
NOTE 11 – INCOME TAXES
The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and various non-U.S. jurisdictions.
The provision for income taxes consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
Current
|
|
|
|
|
|
Federal
|
$
|
33.0
|
|
|
$
|
20.3
|
|
|
$
|
18.3
|
|
State and local
|
6.0
|
|
|
4.4
|
|
|
4.0
|
|
Non-U.S.
|
25.9
|
|
|
40.3
|
|
|
29.6
|
|
|
64.9
|
|
|
65.0
|
|
|
51.9
|
|
Deferred
|
|
|
|
|
|
Federal
|
4.5
|
|
|
0.5
|
|
|
2.4
|
|
State and local
|
(2.0
|
)
|
|
0.5
|
|
|
0.2
|
|
Non-U.S.
|
(0.2
|
)
|
|
0.5
|
|
|
(6.1
|
)
|
|
2.3
|
|
|
1.5
|
|
|
(3.5
|
)
|
|
$
|
67.2
|
|
|
$
|
66.5
|
|
|
$
|
48.4
|
|
The non-U.S. income before income tax expense was
$85.2 million
,
$49.9 million
and
$44.8 million
in
2017
,
2016
, and
2015
, respectively. The U.S. income before income tax was
$115.1 million
,
$91.3 million
and
$70.0 million
in
2017
,
2016
, and
2015
, respectively.
The following is a reconciliation of the provision for income taxes based on the federal statutory rate to the Company’s effective income tax rate:
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
|
2017
|
|
2016
|
|
2015
|
Federal statutory rate
|
35.00
|
%
|
|
35.00
|
%
|
|
35.00
|
%
|
Impact of foreign tax rate differential
|
(9.86
|
)%
|
|
(11.15
|
)%
|
|
(10.10
|
)%
|
State and local taxes, net of federal tax benefit
|
1.35
|
%
|
|
2.19
|
%
|
|
2.80
|
%
|
Net impact of changes in valuation allowances
|
20.74
|
%
|
|
1.91
|
%
|
|
3.00
|
%
|
Venezuela balance sheet remeasurement
|
—
|
%
|
|
—
|
%
|
|
5.90
|
%
|
Non-deductible write-off and impairment of goodwill and other intangible assets
|
(0.02
|
)%
|
|
7.37
|
%
|
|
2.50
|
%
|
Unrecognized tax benefits
|
(2.00
|
)%
|
|
4.84
|
%
|
|
2.50
|
%
|
Permanent book-tax differences
|
(15.71
|
)%
|
|
(4.78
|
)%
|
|
(0.50
|
)%
|
Withholding taxes
|
1.88
|
%
|
|
4.64
|
%
|
|
2.70
|
%
|
Other items, net
|
2.20
|
%
|
|
7.08
|
%
|
|
(1.60
|
)%
|
|
33.58
|
%
|
|
47.10
|
%
|
|
42.20
|
%
|
The Company included in the table above a
$38.6 million
and
19.26%
change in valuation allowance, with offsetting amounts in permanent book-tax differences, for certain intercompany financing transactions.
The primary items which decreased the Company’s effective income tax rate from the federal statutory rate in
2017
were permanent book-tax differences, unrecognized tax benefits, the impact of foreign tax rates that differ from the federal statutory tax rate, and other immaterial items; offset primarily by increases in valuation allowances.
The primary items which increased the Company’s effective income tax rate from the federal statutory rate in 2016 were non-deductible expenses, such as the write-off of goodwill allocated to divestitures and impairments, withholding taxes, unrecognized tax benefits, state and local taxes, net of federal tax benefit, the net impact of changes in valuation allowances due to changes in circumstances in several legal entities and other tax items. Cumulatively, these items impacted the 2016 effective income tax rate by approximately
28.0 percent
. This increase was offset by the impact of foreign tax rates and permanent book-tax differences,
which decreased the effective income tax rate by approximately
15.9 percent
in 2016. In both 2016 and 2015, the items that materially increased the effective income tax rate from the federal statutory rate were related to non-U.S. operations.
As discussed in Note 1 herein, with respect to its operations in Venezuela, the Company changed from the official exchange rate to the SIMADI rate requiring remeasurement of the Venezuelan balance sheet during 2015. This balance sheet remeasurement contributed
5.90 percent
to the Company's effective tax rate. The net
$19.4 million
charge to the income statement had
no
tax benefit.
The components of the Company’s deferred tax assets and liabilities as of October 31 for the years indicated were as follows:
|
|
|
|
|
|
|
|
|
(in millions)
|
2017
|
|
2016
|
Deferred Tax Assets
|
|
|
|
Net operating loss and other carryforwards
|
$
|
116.4
|
|
|
$
|
83.0
|
|
Pension liabilities
|
38.8
|
|
|
57.0
|
|
Insurance operations
|
2.3
|
|
|
2.7
|
|
Incentive liabilities
|
14.7
|
|
|
8.0
|
|
Environmental reserves
|
1.4
|
|
|
1.3
|
|
Inventories
|
7.6
|
|
|
7.8
|
|
State income taxes
|
7.1
|
|
|
7.0
|
|
Postretirement benefit obligations
|
3.0
|
|
|
3.1
|
|
Other
|
16.6
|
|
|
9.1
|
|
Interest accrued
|
3.1
|
|
|
1.2
|
|
Allowance for doubtful accounts
|
1.6
|
|
|
1.9
|
|
Restructuring reserves
|
0.6
|
|
|
1.1
|
|
Deferred compensation
|
4.2
|
|
|
3.8
|
|
Foreign tax credits
|
5.1
|
|
|
2.4
|
|
Vacation accruals
|
1.4
|
|
|
1.5
|
|
Workers compensation accruals
|
4.5
|
|
|
6.7
|
|
Total Deferred Tax Assets
|
228.4
|
|
|
197.6
|
|
Valuation allowance
|
(132.4
|
)
|
|
(92.1
|
)
|
Net Deferred Tax Assets
|
$
|
96.0
|
|
|
$
|
105.5
|
|
|
|
|
|
Deferred Tax Liabilities
|
|
|
|
Properties, plants and equipment
|
$
|
99.1
|
|
|
$
|
86.5
|
|
Goodwill and other intangible assets
|
74.0
|
|
|
80.4
|
|
Foreign income inclusion
|
1.1
|
|
|
1.1
|
|
Foreign exchange gains
|
0.2
|
|
|
5.7
|
|
Other
|
15.4
|
|
|
—
|
|
Timberland transactions
|
113.5
|
|
|
115.8
|
|
Total Deferred Tax Liabilities
|
303.3
|
|
|
289.5
|
|
Net Deferred Tax Liability
|
$
|
(207.3
|
)
|
|
$
|
(184.0
|
)
|
The Company included in the above table a
$38.6 million
deferred tax asset associated with foreign net operating loss carryforwards and a corresponding
$38.6 million
valuation allowance in a jurisdiction for which the Company determined utilization is remote.
As of
October 31, 2017
, the Company had income tax benefits of
$116.4 million
from net operating loss carryforwards, almost all of which were related to non-US operations. The Company has recorded valuation allowances of
$127.3 million
and
$89.9 million
against non-US deferred tax assets as of
October 31, 2017
and
2016
respectively. The Company has also recorded valuation allowances of
$5.1 million
and
$2.3 million
, as of
October 31, 2017
and
2016
, respectively, against U.S. deferred tax assets. The Company had net changes in valuation allowances in
2017
of
$40.3 million
, resulting in a net increase of
20.74%
in the effective tax rate related to these changes.
Prior to the first quarter of 2017, the Company asserted under ASC 740-30, formerly Accounting Principles Board opinion 23 ("APB 23"), that unremitted earnings of its subsidiaries directly or indirectly owned by Greif International Holding BV (“GIH”) were permanently reinvested. As a result of the Company’s debt re-financing concluded in November 2016, the Company reassessed its unremitted earnings position in the first quarter of 2017. The Company concluded that the unremitted earnings of subsidiaries owned directly, or indirectly, by GIH may be used to fully fund the repayment of up to
€187.0 million
(
$203.9 million
as of April 30, 2017) of third-party debt of GIH’s non-U.S. parent company, Greif Luxembourg Holding Sarl, a company organized under the laws of Luxembourg. During the 2017 fiscal year,
€187.0 million
(
$203.9 million
as of April 30, 2017) of the debt was repaid, utilizing, in part,
$104.0 million
of pre-2017 earnings distributed during the year. As a result, deferred tax liabilities of
$2.0 million
related to withholding taxes have been recorded through the fourth quarter of 2017 (initially measured at
$3.6 million
) with respect to the
$104.0 million
of pre-2017 unremitted earnings, which represents the total tax liability less current year dividends and releases for all of the pre-2017 unremitted earnings expected to be remitted.
Beginning in fiscal year 2017, deferred tax liabilities have been recorded on current year earnings not required to be immediately reinvested by the respective subsidiaries of the foreign holding companies (“Foreign Holdcos”) (including holding companies such as GIH, Greif Luxembourg Holding Sarl, and Greif UK International Holding Ltd).
Other than the change in assertion with respect to current year earnings, the Company has not recognized U.S. deferred income taxes on a cumulative total of
$646.4 million
of undistributed earnings from certain of the Company's non-U.S. subsidiaries as of October 31, 2017. The Company's intention is to reinvest these earnings indefinitely outside the U.S. or to repatriate the earnings only when it is tax-efficient to do so. Therefore, no U.S. tax provision has been accrued related to the repatriation of these earnings. Furthermore, given the uncertainty as to whether the Company will decide in the future to repatriate earnings and the wide variation in results depending on the various alternatives it could deploy should the Company decide to do so, it is difficult to make a reliable estimate as to the amount of any additional taxes which may be payable on such undistributed earnings.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
Balance at November 1
|
$
|
29.7
|
|
|
$
|
29.6
|
|
|
$
|
34.3
|
|
Increases in tax positions for prior years
|
2.1
|
|
|
5.7
|
|
|
8.5
|
|
Decreases in tax positions for prior years
|
(1.8
|
)
|
|
(10.5
|
)
|
|
(2.2
|
)
|
Increases in tax positions for current years
|
6.7
|
|
|
6.9
|
|
|
6.2
|
|
Settlements with taxing authorities
|
(7.4
|
)
|
|
—
|
|
|
(5.7
|
)
|
Lapse in statute of limitations
|
(4.6
|
)
|
|
(2.6
|
)
|
|
(6.2
|
)
|
Currency translation
|
2.1
|
|
|
0.6
|
|
|
(5.3
|
)
|
Balance at October 31
|
$
|
26.8
|
|
|
$
|
29.7
|
|
|
$
|
29.6
|
|
The
2017
net decrease is primarily related to decreases related to the settlement of prior years’ tax audits and lapse in statute of limitations, offset by increases in unrecognized tax benefits related to prior years and the current year. The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various non-U.S. jurisdictions and is subject to audit by various taxing authorities for 2012 through the current fiscal year. The Company has completed its U.S. federal tax audit for the tax years through 2013.
The
October 31, 2017
,
2016
,
2015
balances include
$26.8 million
,
$28.5 million
and
$28.5 million
, respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate. The Company also recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense net of tax, as applicable. As of October 31, 2017 and October 31, 2016, the Company had
$3.7 million
and
$5.6 million
, respectively, accrued for the payment of interest and penalties.
The Company has estimated the reasonably possible expected net change in unrecognized tax benefits through
October 31, 2017
under ASC 740. The Company’s estimate is based on lapses of the applicable statutes of limitations, settlements and payments of uncertain tax positions. The estimated net decrease in unrecognized tax benefits for the next
12 months
ranges from
zero
to
$5.0
million. Actual results may differ materially from this estimate.
NOTE 12 – POST RETIREMENT BENEFIT PLANS
Defined Benefit Pension Plans
The Company has certain non-contributory defined benefit pension plans for salaried and hourly employees in the United States, Canada, Germany, the Netherlands, South Africa and the United Kingdom. The Company uses a measurement date of October 31 for fair value purposes for its pension plans. The salaried employees plans’ benefits are based primarily on years of service and earnings. The hourly employees plans’ benefits are based primarily upon years of service. Certain benefit provisions are subject to collective bargaining. The Company contributes an amount that is not less than the minimum funding and not more than the maximum tax-deductible amount to these plans. Salaried employees in the United States who commence service on or after November 1, 2007 and, with respect to such plans outside the U.S., salaried employees outside the U.S. who commence service on various dates in the preceding five years are not eligible to participate in the defined benefit pension plans, but are eligible to participate in a defined contribution retirement program. The category “Other International” represents the noncontributory defined benefit pension plans in Canada and South Africa.
Pension plan contributions by the Company totaled
$14.4 million
during
2017
, which consisted of
$11.1 million
of employer contributions and
$3.3 million
of benefits paid directly by the Company. Pension plan contributions, including benefits paid directly by the Company, totaled
$20.6 million
and
$11.4 million
during
2016
and
2015
, respectively. Contributions, including benefits paid directly by the Company, during
2018
are expected to be approximately
$20.6 million
.
The following table presents the number of participants in the defined benefit plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2017
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
Active participants
|
1,442
|
|
|
1,306
|
|
|
67
|
|
|
—
|
|
|
69
|
|
|
—
|
|
Vested former employees and deferred members
|
1,442
|
|
|
804
|
|
|
72
|
|
|
431
|
|
|
89
|
|
|
46
|
|
Retirees and beneficiaries
|
2,421
|
|
|
925
|
|
|
254
|
|
|
699
|
|
|
488
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2016
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
Active participants
|
1,573
|
|
|
1,405
|
|
|
95
|
|
|
—
|
|
|
73
|
|
|
—
|
|
Vested former employees
|
2,149
|
|
|
1,484
|
|
|
60
|
|
|
462
|
|
|
89
|
|
|
54
|
|
Retirees and beneficiaries
|
4,114
|
|
|
2,565
|
|
|
258
|
|
|
699
|
|
|
534
|
|
|
58
|
|
The actuarial assumptions are used to measure the year-end benefit obligations as of October 31,
2017
and the pension costs for the subsequent year were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended October 31, 2017
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
Discount rate
|
3.01
|
%
|
|
3.79
|
%
|
|
1.72
|
%
|
|
2.37
|
%
|
|
1.55
|
%
|
|
4.46
|
%
|
Expected return on plan assets
|
5.39
|
%
|
|
6.25
|
%
|
|
N/A
|
|
|
6.00
|
%
|
|
1.20
|
%
|
|
5.70
|
%
|
Rate of compensation increase
|
2.87
|
%
|
|
3.00
|
%
|
|
2.75
|
%
|
|
N/A
|
|
|
2.25
|
%
|
|
N/A
|
|
For the year ended October 31, 2016
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
Discount rate
|
3.08
|
%
|
|
3.79
|
%
|
|
1.50
|
%
|
|
2.44
|
%
|
|
1.32
|
%
|
|
4.31
|
%
|
Expected return on plan assets
|
5.51
|
%
|
|
6.25
|
%
|
|
N/A
|
|
|
6.00
|
%
|
|
1.88
|
%
|
|
5.77
|
%
|
Rate of compensation increase
|
2.87
|
%
|
|
3.00
|
%
|
|
2.75
|
%
|
|
N/A
|
|
|
2.25
|
%
|
|
N/A
|
|
For the year ended October 31, 2015
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
Discount rate
|
3.71
|
%
|
|
4.37
|
%
|
|
2.10
|
%
|
|
3.45
|
%
|
|
1.98
|
%
|
|
4.82
|
%
|
Expected return on plan assets
|
5.47
|
%
|
|
6.25
|
%
|
|
N/A
|
|
|
6.00
|
%
|
|
2.06
|
%
|
|
5.99
|
%
|
Rate of compensation increase
|
3.01
|
%
|
|
3.00
|
%
|
|
2.75
|
%
|
|
3.50
|
%
|
|
2.25
|
%
|
|
N/A
|
|
The discount rate is determined by developing a hypothetical portfolio of individual high-quality corporate bonds available at the measurement date, the coupon and principal payments of which would be sufficient to satisfy the plans’ expected future benefit payments as defined for the projected benefit obligation. The discount rate by country is equivalent to the average yield on that hypothetical portfolio of bonds and is a reflection of current market settlement rates on such high quality bonds, government treasuries, and annuity purchase rates. To determine the expected long-term rate of return on pension plan assets, the Company
considers current and expected asset allocations, as well as historical and expected returns on various categories of plan assets. In developing future return expectations for the defined benefit pension plans’ assets; the Company formulates views on the future economic environment, both in the U.S. and globally. The Company evaluates general market trends and historical relationships among a number of key variables that impact asset class returns, such as expected earnings growth, inflation, valuations, yields and spreads, using both internal and external sources. The Company takes into account expected volatility by asset class and diversification across classes to determine expected overall portfolio results given current and expected allocations. The Company uses published mortality tables for determining the expected lives of plan participants and believe that the tables selected are most-closely associated with the expected lives of plan participants as the tables are based on the country in which the participant is employed.
Based on the Company's analysis of future expectations of asset performance, past return results, and its current and expected asset allocations, the Company has assumed a
5.51%
long-term expected return on those assets for cost recognition in
2017
. For the defined benefit pension plans, the Company applies its expected rate of return to a market-related value of assets, which stabilizes variability in the amounts to which the Company applies that expected return.
The Company amortizes experience gains and losses as well as the effects of changes in actuarial assumptions and plan provisions over a period no longer than the average future service of employees.
During the year ended October 31, 2017, in the United States, an annuity contract for approximately
$49.2 million
was purchased with defined benefit plan assets, and the pension obligation for certain retirees was irrevocably transferred from that plan to the annuity contract. Additionally, lump sum payments totaling
$45.2 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 plan assets and the projected benefit obligation of
$94.4 million
and a non-cash pension settlement charge of
$25.9 million
of unrecognized net actuarial loss that was included in accumulated other comprehensive loss.
Additionally, in the United Kingdom, lump sum payments totaling
$7.3 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. These lump sum payments resulted in a non-cash pension settlement charge of
$1.2 million
of unrecognized net actuarial loss that was included in accumulated other comprehensive loss.
Finally,
$1.8 million
of projected benefit obligation for certain retirees in Germany was irrevocably transferred to a third-party buyer through the sale of a business resulting in
$0.7 million
of unrecognized net actuarial loss that was included in accumulated other comprehensive loss that was recognized as a loss on sale of business.
The settlement items described above will decrease future service costs for the Company's defined benefit plans.
Benefit Obligations
The components of net periodic pension cost include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended October 31, 2017
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Service cost
|
$
|
13.3
|
|
|
$
|
11.8
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
0.1
|
|
Interest cost
|
18.2
|
|
|
12.9
|
|
|
0.5
|
|
|
3.8
|
|
|
0.7
|
|
|
0.3
|
|
Expected return on plan assets
|
(27.7
|
)
|
|
(15.6
|
)
|
|
—
|
|
|
(10.2
|
)
|
|
(1.2
|
)
|
|
(0.7
|
)
|
Amortization of prior service cost
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Recognized net actuarial loss
|
10.9
|
|
|
8.1
|
|
|
1.3
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
Special Events
|
|
|
|
|
|
|
|
|
|
|
|
Settlement*
|
27.8
|
|
|
25.9
|
|
|
0.7
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
Net periodic pension (benefit) cost
|
$
|
42.4
|
|
|
$
|
43.1
|
|
|
$
|
3.0
|
|
|
$
|
(3.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(0.3
|
)
|
*Includes $0.7M that was recorded as a loss on sale of business
|
For the year ended October 31, 2016
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Service cost
|
$
|
12.4
|
|
|
$
|
10.2
|
|
|
$
|
0.5
|
|
|
$
|
0.8
|
|
|
$
|
0.7
|
|
|
$
|
0.2
|
|
Interest cost
|
22.0
|
|
|
13.7
|
|
|
0.8
|
|
|
5.7
|
|
|
1.4
|
|
|
0.4
|
|
Expected return on plan assets
|
(32.1
|
)
|
|
(19.0
|
)
|
|
—
|
|
|
(10.7
|
)
|
|
(1.7
|
)
|
|
(0.7
|
)
|
Amortization of prior service cost
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
Recognized net actuarial loss
|
11.4
|
|
|
9.3
|
|
|
1.0
|
|
|
0.8
|
|
|
0.3
|
|
|
—
|
|
Special Events
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
Net periodic pension (benefit) cost
|
$
|
13.6
|
|
|
$
|
14.1
|
|
|
$
|
2.3
|
|
|
$
|
(3.4
|
)
|
|
$
|
0.6
|
|
|
$
|
—
|
|
For the year ended October 31, 2015
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Service cost
|
$
|
15.5
|
|
|
$
|
11.3
|
|
|
$
|
0.5
|
|
|
$
|
1.8
|
|
|
$
|
1.4
|
|
|
$
|
0.5
|
|
Interest cost
|
27.6
|
|
|
17.3
|
|
|
0.9
|
|
|
6.5
|
|
|
2.4
|
|
|
0.5
|
|
Expected return on plan assets
|
(32.8
|
)
|
|
(18.7
|
)
|
|
—
|
|
|
(11.4
|
)
|
|
(1.9
|
)
|
|
(0.8
|
)
|
Amortization of prior service cost
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Recognized net actuarial loss
|
14.2
|
|
|
10.0
|
|
|
0.9
|
|
|
2.2
|
|
|
0.8
|
|
|
0.3
|
|
Special Events
|
|
|
|
|
|
|
|
|
|
|
|
Curtailment
|
0.5
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Settlement
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Special/contractual termination benefit
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Net periodic pension (benefit) cost
|
$
|
25.3
|
|
|
$
|
20.3
|
|
|
$
|
2.3
|
|
|
$
|
(0.9
|
)
|
|
$
|
2.7
|
|
|
$
|
0.9
|
|
Benefit obligations are described in the following tables. Accumulated and projected benefit obligations (ABO and PBO) represent the obligations of a pension plan for past service as of the measurement date. ABO is the present value of benefits earned to date with benefits computed based on current compensation levels. PBO is ABO increased to reflect expected future compensation.
The following table sets forth the plans’ change in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended October 31, 2017
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
$
|
783.8
|
|
|
$
|
470.2
|
|
|
$
|
41.8
|
|
|
$
|
171.4
|
|
|
$
|
90.1
|
|
|
$
|
10.3
|
|
Service cost
|
13.3
|
|
|
11.8
|
|
|
0.5
|
|
|
0.5
|
|
|
0.4
|
|
|
0.1
|
|
Interest cost
|
18.2
|
|
|
12.9
|
|
|
0.5
|
|
|
3.8
|
|
|
0.7
|
|
|
0.3
|
|
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Expenses paid from assets
|
(3.4
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
Plan Amendments
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
Actuarial (gain) loss
|
13.2
|
|
|
4.7
|
|
|
(2.4
|
)
|
|
10.5
|
|
|
(0.6
|
)
|
|
1.0
|
|
Foreign currency effect
|
22.4
|
|
|
—
|
|
|
2.5
|
|
|
13.7
|
|
|
5.7
|
|
|
0.5
|
|
Benefits paid
|
(26.2
|
)
|
|
(15.0
|
)
|
|
(1.2
|
)
|
|
(4.9
|
)
|
|
(4.6
|
)
|
|
(0.5
|
)
|
Settlements
|
(101.7
|
)
|
|
(94.4
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
Business divestiture
|
(1.8
|
)
|
|
—
|
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
Benefit obligation at end of year
|
$
|
717.8
|
|
|
$
|
387.6
|
|
|
$
|
39.9
|
|
|
$
|
186.9
|
|
|
$
|
91.8
|
|
|
$
|
11.6
|
|
For the year ended October 31, 2016
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
Benefit obligation at beginning of year
|
$
|
765.8
|
|
|
$
|
432.1
|
|
|
$
|
38.7
|
|
|
$
|
184.0
|
|
|
$
|
100.8
|
|
|
$
|
10.2
|
|
Service cost
|
12.4
|
|
|
10.2
|
|
|
0.5
|
|
|
0.8
|
|
|
0.7
|
|
|
0.2
|
|
Interest cost
|
22.0
|
|
|
13.7
|
|
|
0.8
|
|
|
5.7
|
|
|
1.4
|
|
|
0.4
|
|
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Expenses paid from assets
|
(4.0
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
Plan Amendments
|
0.5
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Actuarial (gain) loss
|
70.1
|
|
|
39.1
|
|
|
3.6
|
|
|
33.4
|
|
|
(7.1
|
)
|
|
1.1
|
|
Foreign currency effect
|
(43.4
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
(41.5
|
)
|
|
(1.2
|
)
|
|
(0.1
|
)
|
Benefits paid
|
(39.8
|
)
|
|
(22.1
|
)
|
|
(1.2
|
)
|
|
(10.3
|
)
|
|
(4.9
|
)
|
|
(1.3
|
)
|
Benefit obligation at end of year
|
$
|
783.8
|
|
|
$
|
470.2
|
|
|
$
|
41.8
|
|
|
$
|
171.4
|
|
|
$
|
90.1
|
|
|
$
|
10.3
|
|
The following tables set forth the PBO, ABO, plan assets and instances where the ABO exceeds the plan assets for the respective years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actuarial value of benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Consolidated
|
|
United States
|
|
Germany
|
|
United
Kingdom
|
|
Netherlands
|
|
Other
International
|
October 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation
|
$
|
717.8
|
|
|
$
|
387.6
|
|
|
$
|
39.9
|
|
|
$
|
186.9
|
|
|
$
|
91.8
|
|
|
$
|
11.6
|
|
Accumulated benefit obligation
|
686.8
|
|
|
362.0
|
|
|
38.1
|
|
|
186.9
|
|
|
88.3
|
|
|
11.5
|
|
Plan assets
|
568.6
|
|
|
268.6
|
|
|
—
|
|
|
188.9
|
|
|
97.5
|
|
|
13.6
|
|
October 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation
|
$
|
783.8
|
|
|
$
|
470.2
|
|
|
$
|
41.8
|
|
|
$
|
171.4
|
|
|
$
|
90.1
|
|
|
$
|
10.3
|
|
Accumulated benefit obligation
|
752.9
|
|
|
443.4
|
|
|
39.1
|
|
|
171.4
|
|
|
88.7
|
|
|
10.3
|
|
Plan assets
|
626.3
|
|
|
332.5
|
|
|
—
|
|
|
185.1
|
|
|
96.1
|
|
|
12.6
|
|
Plans with ABO in excess of Plan assets
|
|
|
|
|
|
|
|
|
|
|
|
October 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
$
|
522.9
|
|
|
$
|
362.0
|
|
|
$
|
38.1
|
|
|
$
|
111.3
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
Plan assets
|
379.7
|
|
|
268.6
|
|
|
—
|
|
|
100.3
|
|
|
—
|
|
|
10.8
|
|
October 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated benefit obligation
|
$
|
492.7
|
|
|
$
|
443.4
|
|
|
$
|
39.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10.2
|
|
Plan assets
|
342.5
|
|
|
332.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
Future benefit payments for the Company's global plans, which reflect expected future service, as appropriate, during the next five years, and in the aggregate for the five years thereafter, are as follows:
|
|
|
|
|
(in millions)
|
Expected
Benefit
Payments
|
Year(s)
|
|
2018
|
$
|
38.2
|
|
2019
|
39.1
|
|
2020
|
38.5
|
|
2021
|
39.5
|
|
2022
|
41.4
|
|
2023-2027
|
220.5
|
|
Plan assets
The plans’ assets consist of U.S. and non-U.S. equity securities, government and corporate bonds, cash, insurance annuity mutual funds and not more than the allowable number of shares of the Company’s common stock, which was
247,507
Class A shares and
160,710
Class B shares at
October 31, 2017
and
2016
.
The investment policy reflects the long-term nature of the plans’ funding obligations. The assets are invested to provide the opportunity for both income and growth of principal. This objective is pursued as a long-term goal designed to provide required benefits for participants without undue risk. It is expected that this objective can be achieved through a well-diversified asset portfolio. All equity investments are made within the guidelines of quality, marketability and diversification mandated by the Employee Retirement Income Security Act and/or other relevant statutes. Investment managers are directed to maintain equity portfolios at a risk level approximately equivalent to that of the specific benchmark established for that portfolio.
The Company’s weighted average asset allocations at the measurement date and the target asset allocations by category are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Category
|
2017 Target
|
|
2017 Actual
|
|
2016 Target
|
|
2016 Actual
|
Equity securities
|
22
|
%
|
|
24
|
%
|
|
25
|
%
|
|
29
|
%
|
Debt securities
|
49
|
%
|
|
44
|
%
|
|
49
|
%
|
|
40
|
%
|
Other
|
29
|
%
|
|
32
|
%
|
|
26
|
%
|
|
31
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
The fair value of the pension plans’ investments is presented below. The inputs and valuation techniques used to measure the fair value of the assets are consistently applied and described in Note 9.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended October 31, 2017
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
$
|
626.3
|
|
|
$
|
332.5
|
|
|
$
|
—
|
|
|
$
|
185.1
|
|
|
$
|
96.1
|
|
|
$
|
12.6
|
|
Actual return on plan assets
|
38.2
|
|
|
37.0
|
|
|
—
|
|
|
0.8
|
|
|
(0.4
|
)
|
|
0.8
|
|
Expenses paid
|
(3.4
|
)
|
|
(2.6
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
0.1
|
|
|
(0.1
|
)
|
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Foreign currency impact
|
20.9
|
|
|
—
|
|
|
—
|
|
|
14.4
|
|
|
6.1
|
|
|
0.4
|
|
Employer contributions
|
11.0
|
|
|
9.0
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
0.5
|
|
Benefits paid out of plan
|
(22.9
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
(4.8
|
)
|
|
(4.6
|
)
|
|
(0.6
|
)
|
Settlements
|
(101.7
|
)
|
|
(94.4
|
)
|
|
—
|
|
|
(7.3
|
)
|
|
—
|
|
|
—
|
|
Fair value of plan assets at end of year
|
$
|
568.6
|
|
|
$
|
268.6
|
|
|
$
|
—
|
|
|
$
|
188.9
|
|
|
$
|
97.5
|
|
|
$
|
13.6
|
|
For the year ended October 31, 2016
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year
|
$
|
624.7
|
|
|
$
|
311.1
|
|
|
$
|
—
|
|
|
$
|
208.4
|
|
|
$
|
92.7
|
|
|
$
|
12.5
|
|
Actual return on plan assets
|
71.6
|
|
|
29.8
|
|
|
—
|
|
|
31.5
|
|
|
9.3
|
|
|
1.0
|
|
Expenses paid
|
(4.0
|
)
|
|
(3.3
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
0.2
|
|
|
(0.2
|
)
|
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
Foreign currency impact
|
(47.1
|
)
|
|
—
|
|
|
—
|
|
|
(45.6
|
)
|
|
(1.4
|
)
|
|
(0.1
|
)
|
Employer contributions
|
17.3
|
|
|
14.9
|
|
|
—
|
|
|
1.8
|
|
|
—
|
|
|
0.6
|
|
Benefits paid out of plan
|
(36.4
|
)
|
|
(20.0
|
)
|
|
—
|
|
|
(10.3
|
)
|
|
(4.9
|
)
|
|
(1.2
|
)
|
Fair value of plan assets at end of year
|
$
|
626.3
|
|
|
$
|
332.5
|
|
|
$
|
—
|
|
|
$
|
185.1
|
|
|
$
|
96.1
|
|
|
$
|
12.6
|
|
The following table presents the fair value measurements for the pension assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 31, 2017
(in millions)
|
Fair Value Measurement
|
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Mutual funds
|
$
|
76.7
|
|
|
$
|
126.1
|
|
|
$
|
—
|
|
|
$
|
202.8
|
|
Common stock
|
40.0
|
|
|
—
|
|
|
—
|
|
|
40.0
|
|
Cash
|
9.3
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
Corporate bonds
|
—
|
|
|
23.1
|
|
|
—
|
|
|
23.1
|
|
Government bonds
|
—
|
|
|
18.5
|
|
|
—
|
|
|
18.5
|
|
Other assets
|
—
|
|
|
3.9
|
|
|
—
|
|
|
3.9
|
|
Total Assets in the Fair Value Hierarchy
|
$
|
126.0
|
|
|
$
|
171.6
|
|
|
$
|
—
|
|
|
$
|
297.6
|
|
Investments Measured at Net Asset Value*
|
|
|
|
|
|
|
271.0
|
|
Investments at Fair Value
|
$
|
126.0
|
|
|
$
|
171.6
|
|
|
$
|
—
|
|
|
$
|
568.6
|
|
|
|
|
|
|
|
|
|
As of October 31, 2016
(in millions)
|
Fair Value Measurement
|
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
Mutual funds
|
$
|
104.9
|
|
|
$
|
44.9
|
|
|
$
|
—
|
|
|
$
|
149.8
|
|
Common stock
|
39.7
|
|
|
—
|
|
|
—
|
|
|
39.7
|
|
Cash
|
18.6
|
|
|
—
|
|
|
—
|
|
|
18.6
|
|
Corporate bonds
|
—
|
|
|
29.7
|
|
|
—
|
|
|
29.7
|
|
Government bonds
|
—
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
Total Assets in the Fair Value Hierarchy
|
$
|
163.2
|
|
|
$
|
91.1
|
|
|
$
|
—
|
|
|
$
|
254.3
|
|
Investments Measured at Net Asset Value*
|
|
|
|
|
|
|
372.0
|
|
Investments at Fair Value
|
$
|
163.2
|
|
|
$
|
91.1
|
|
|
$
|
—
|
|
|
$
|
626.3
|
|
*In accordance with Accounting Standard Codification 820-10, certain investments that were measured at net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
|
Financial statement presentation including other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of October 31, 2017
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Unrecognized net actuarial loss
|
$
|
171.0
|
|
|
$
|
94.7
|
|
|
$
|
14.9
|
|
|
$
|
57.0
|
|
|
$
|
0.8
|
|
|
$
|
3.6
|
|
Unrecognized prior service cost
|
(2.9
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.7
|
)
|
|
—
|
|
Unrecognized initial net obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accumulated other comprehensive loss (Pre-tax)
|
$
|
168.1
|
|
|
$
|
93.5
|
|
|
$
|
14.9
|
|
|
$
|
57.0
|
|
|
$
|
(0.9
|
)
|
|
$
|
3.6
|
|
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
$
|
10.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.9
|
|
|
$
|
5.7
|
|
|
$
|
2.7
|
|
Accrued benefit liability
|
(159.5
|
)
|
|
(119.0
|
)
|
|
(39.9
|
)
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
Accumulated other comprehensive loss
|
168.1
|
|
|
93.5
|
|
|
14.9
|
|
|
57.0
|
|
|
(0.9
|
)
|
|
3.6
|
|
Net amount recognized
|
$
|
18.9
|
|
|
$
|
(25.5
|
)
|
|
$
|
(25.0
|
)
|
|
$
|
58.9
|
|
|
$
|
4.8
|
|
|
$
|
5.7
|
|
As of October 31, 2016
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
(in millions)
|
|
|
|
|
|
Unrecognized net actuarial loss
|
$
|
202.5
|
|
|
$
|
145.4
|
|
|
$
|
18.4
|
|
|
$
|
36.4
|
|
|
$
|
(0.1
|
)
|
|
$
|
2.4
|
|
Unrecognized prior service cost
|
(2.7
|
)
|
|
(1.2
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
Unrecognized initial net obligation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Accumulated other comprehensive loss (Pre-tax)
|
$
|
199.8
|
|
|
$
|
144.2
|
|
|
$
|
18.4
|
|
|
$
|
36.4
|
|
|
$
|
(1.6
|
)
|
|
$
|
2.4
|
|
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid benefit cost
|
$
|
22.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.7
|
|
|
$
|
6.0
|
|
|
$
|
2.5
|
|
Accrued benefit liability
|
(179.7
|
)
|
|
(137.7
|
)
|
|
(41.8
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
Accumulated other comprehensive loss
|
199.8
|
|
|
144.2
|
|
|
18.4
|
|
|
36.4
|
|
|
(1.6
|
)
|
|
2.4
|
|
Net amount recognized
|
$
|
42.3
|
|
|
$
|
6.5
|
|
|
$
|
(23.4
|
)
|
|
$
|
50.1
|
|
|
$
|
4.4
|
|
|
$
|
4.7
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
Accumulated other comprehensive loss at beginning of year
|
$
|
199.8
|
|
|
$
|
188.6
|
|
Increase or (decrease) in accumulated other comprehensive (income) or loss
|
|
|
|
Net prior service costs amortized during fiscal year
|
0.1
|
|
|
0.2
|
|
Net loss amortized during fiscal year
|
(10.9
|
)
|
|
(11.4
|
)
|
Loss recognized during fiscal year due to settlement
|
(27.8
|
)
|
|
(0.1
|
)
|
Prior service credit occurring during fiscal year
|
(0.2
|
)
|
|
0.5
|
|
Liability loss occurring during fiscal year
|
13.2
|
|
|
69.8
|
|
Asset gain occurring during fiscal year
|
(10.5
|
)
|
|
(39.4
|
)
|
Increase (decrease) in accumulated other comprehensive loss
|
$
|
(36.1
|
)
|
|
$
|
19.6
|
|
Foreign currency impact
|
4.4
|
|
|
(8.4
|
)
|
Accumulated other comprehensive loss at fiscal year end
|
$
|
168.1
|
|
|
$
|
199.8
|
|
In
2018
, the Company expects to record an amortization loss of
$0.2 million
of prior service costs from shareholders’ equity into pension costs.
Defined contribution plans
The Company has several voluntary 401(k) savings plans that cover eligible employees. For certain plans, the Company matches a percentage of each employee’s contribution up to a maximum percentage of base salary. Company contributions to the 401(k) plans were
$8.3 million
in
2017
,
$7.2 million
in
2016
and
$7.8 million
in
2015
.
Supplemental Employee Retirement Plan
The Company has a supplemental employee retirement plan which is an unfunded plan providing supplementary retirement benefits primarily to certain executives and longer-service employees. The present benefit obligation of the supplemental employee retirement plan is included in the United States defined benefit pension plans above.
Postretirement Health Care and Life Insurance Benefits
The Company has certain postretirement unfunded health and life insurance benefit plans in the United States and South Africa. The Company uses a measurement date of October 31 for its postretirement benefit plans.
Benefits paid directly by the Company totaled
$0.8 million
,
$1.1 million
and
$1.5 million
for the fiscal years ending 2017, 2016 and 2015 respectively. Benefits paid directly by the Company during 2018 are expected to be approximately
$1.5 million
.
The following table presents the number of participants in the post-retirement health and life insurance benefit plan:
|
|
|
|
|
|
|
|
|
|
October 31, 2017
|
Consolidated
|
|
United States
|
|
South Africa
|
Active participants
|
20
|
|
|
12
|
|
|
8
|
|
Retirees and beneficiaries
|
653
|
|
|
567
|
|
|
86
|
|
|
|
|
|
|
|
October 31, 2016
|
Consolidated
|
|
United States
|
|
South Africa
|
Active participants
|
22
|
|
|
12
|
|
|
10
|
|
Retirees and beneficiaries
|
704
|
|
|
616
|
|
|
88
|
|
The discount rate actuarial assumptions at October 31 used to measure the year-end benefit obligations and the pension costs for the subsequent year were as follows:
|
|
|
|
|
|
|
|
|
|
For the year ended:
|
Consolidated
|
|
United States
|
|
South Africa
|
October 31, 2017
|
4.12
|
%
|
|
3.44
|
%
|
|
9.80
|
%
|
October 31, 2016
|
4.10
|
%
|
|
3.38
|
%
|
|
9.50
|
%
|
The components of net periodic cost for the postretirement benefits include the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
Interest cost
|
0.5
|
|
|
0.5
|
|
|
0.7
|
|
Amortization of prior service cost (benefit)
|
(1.4
|
)
|
|
(1.5
|
)
|
|
(1.5
|
)
|
Recognized net actuarial gain
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
Net periodic income
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(0.9
|
)
|
The following table sets forth the plans’ change in benefit obligation:
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
Benefit obligation at beginning of year
|
$
|
13.6
|
|
|
$
|
14.9
|
|
Interest cost
|
0.5
|
|
|
0.5
|
|
Actuarial loss
|
(0.7
|
)
|
|
(0.6
|
)
|
Foreign currency effect
|
—
|
|
|
(0.1
|
)
|
Benefits paid
|
(0.8
|
)
|
|
(1.1
|
)
|
Benefit obligation at end of year
|
$
|
12.6
|
|
|
$
|
13.6
|
|
Financial statement presentation included other comprehensive income:
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
Unrecognized net actuarial gain
|
$
|
(2.6
|
)
|
|
$
|
(2.2
|
)
|
Unrecognized prior service credit
|
(3.0
|
)
|
|
(4.3
|
)
|
Accumulated other comprehensive income
|
$
|
(5.6
|
)
|
|
$
|
(6.5
|
)
|
The accumulated postretirement health and life insurance benefit obligation and fair value of plan assets for the consolidated plans were
$12.6 million
and
zero
, respectively, as of
October 31, 2017
compared to
$13.6 million
and
zero
, respectively, as of
October 31, 2016
.
The healthcare cost trend rates on gross eligible charges are as follows:
|
|
|
|
|
Medical
|
Current trend rate
|
6.7
|
%
|
Ultimate trend rate
|
4.9
|
%
|
Year ultimate trend rate reached (South Africa)
|
2019
|
|
Year ultimate trend rate reached (US)
|
2026
|
|
A one-percentage point change in assumed health care cost trend rates would have the following effects:
|
|
|
|
|
|
|
|
|
(in thousands)
|
1-Percentage-Point
Increase
|
|
1-Percentage-Point
Decrease
|
Effect on total of service and interest cost components
|
$
|
18.7
|
|
|
$
|
(13.5
|
)
|
Effect on postretirement benefit obligation
|
258.4
|
|
|
(222.7
|
)
|
Future benefit payments, which reflect expected future service, as appropriate, during the next five years, and in the aggregate for the five years thereafter, are expected to be as follows:
|
|
|
|
|
(in millions)
|
Expected
Benefit
Payments
|
Year(s)
|
|
2018
|
$
|
1.5
|
|
2019
|
1.2
|
|
2020
|
1.1
|
|
2021
|
1.1
|
|
2022
|
1.0
|
|
2023-2027
|
4.4
|
|
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.
The Company is currently involved in legal proceedings outside of the United States related to various wrongful termination lawsuits filed by former employees and benefit claims filed by some existing employees of our Flexible Products & Services segment. The lawsuits include claims for severance for employment periods prior to the Company’s ownership in the business. As of
October 31, 2017
and
October 31, 2016
, the estimated liability recorded related to these matters were
$5.7 million
and
$1.3 million
. The estimated liability has been determined based on the number of active cases and the settlements and rulings on previous cases. It is reasonably possible the estimated liability could increase if additional cases are filed or adverse rulings are made.
During 2017,
three
reconditioning facilities in the Milwaukee, Wisconsin area that are owned by Container Life Cycle Management LLC (“CLCM”), the Company’s U.S. reconditioning joint venture company, have been subject to investigations conducted by federal, state and local governmental agencies concerning, among other matters, potential violations of environmental laws and regulations. As a result of these investigations, the United States Environmental Protection Agency (“U.S. EPA”) and the Wisconsin Department of Natural Resources (“WDNR”) have issued notices of violations to the Company and CLCM regarding violations of certain federal and state environmental laws and regulations. The remedies being sought in these proceedings include compliance with the applicable environmental laws and regulations as being interpreted by the U.S. EPA and WDNR and monetary sanctions. The Company has cooperated with the governmental agencies in these investigations and proceedings. As of December 20, 2017, no citations have been issued or fines assessed with respect to any of these proceedings. Since these proceedings are in their early stages, the Company is unable to predict the outcome of these proceedings or estimate a range of reasonable possible monetary sanctions or costs associated with any remedial actions that may be required or requested by the U.S. EPA or WDNR.
In addition, on November 8, 2017, the Company, CLCM and other parties were named as defendants in a putative class action lawsuit filed in Wisconsin state court concerning one of CLCM’s Milwaukee reconditioning facilities. The plaintiffs are alleging that odors from this facility have invaded their property and are interfering with the use and enjoyment of their property and causing damage to the value of their property. Plaintiffs are seeking compensatory and punitive damages, along with their legal fees. The Company and CLCM are vigorously defending themselves in this lawsuit. Since this lawsuit is at an early stage, the Company is unable to predict the outcome of this lawsuit or estimate a range of reasonably possible losses.
Environmental Reserves
As of
October 31, 2017
and
2016
, environmental reserves were
$7.1 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
October 31, 2017
and
2016
, environmental reserves of the Company included
$4.3 million
and
$3.9 million
, respectively, for various European drum facilities acquired from Blagden and Van Leer;
$0.3 million
and
$0.3 million
, respectively, for its various container life cycle management and recycling facilities acquired in 2011 and 2010;
$1.1 million
and
$1.7 million
for remediation of sites no longer owned by the Company; and
$1.4 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.
The Company calculates EPS as follows:
|
|
|
|
|
|
|
|
Basic
|
=
|
40% * Average Class A Shares Outstanding
|
*
|
Undistributed Net Income
|
+
|
Class A Dividends
Per Share
|
Class A EPS
|
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
|
Average Class A Shares Outstanding
|
Diluted
|
=
|
40% * Average Class A Shares Outstanding
|
*
|
Undistributed Net Income
|
+
|
Class A Dividends
Per Share
|
Class A EPS
|
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
|
Average Diluted Class A Shares Outstanding
|
Basic
|
=
|
60% * Average Class B Shares Outstanding
|
*
|
Undistributed Net Income
|
+
|
Class B Dividends
Per Share
|
Class B EPS
|
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
|
Average Class B Shares Outstanding
|
|
|
|
|
|
|
|
|
|
* Diluted Class B EPS calculation is identical to Basic Class B calculation
|
The following table provides EPS information for each period, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
(in millions, except per share data)
|
2017
|
|
2016
|
|
2015
|
Numerator
|
|
|
|
|
|
Numerator for basic and diluted EPS –
|
|
|
|
|
|
Net income attributable to Greif
|
$
|
118.6
|
|
|
$
|
74.9
|
|
|
$
|
71.9
|
|
Cash dividends
|
98.6
|
|
|
98.7
|
|
|
98.7
|
|
Undistributed net loss attributable to Greif, Inc.
|
$
|
20.0
|
|
|
$
|
(23.8
|
)
|
|
$
|
(26.8
|
)
|
Denominator
|
|
|
|
|
|
Denominator for basic EPS –
|
|
|
|
|
|
Class A common stock
|
25.8
|
|
|
25.8
|
|
|
25.7
|
|
Class B common stock
|
22.0
|
|
|
22.1
|
|
|
22.1
|
|
Denominator for diluted EPS –
|
|
|
|
|
|
Class A common stock
|
25.8
|
|
|
25.8
|
|
|
25.7
|
|
Class B common stock
|
22.0
|
|
|
22.1
|
|
|
22.1
|
|
EPS Basic
|
|
|
|
|
|
Class A common stock
|
$
|
2.02
|
|
|
$
|
1.28
|
|
|
$
|
1.23
|
|
Class B common stock
|
$
|
3.02
|
|
|
$
|
1.90
|
|
|
$
|
1.83
|
|
EPS Diluted
|
|
|
|
|
|
Class A common stock
|
$
|
2.02
|
|
|
$
|
1.28
|
|
|
$
|
1.23
|
|
Class B common stock
|
$
|
3.02
|
|
|
$
|
1.90
|
|
|
$
|
1.83
|
|
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
In June 2017, the Company’s Board of Directors authorized the purchase of an additional
4,000,000
shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing; this additional authorization was additive to the shares that remained outstanding under prior authorizations. In July 2017, the Company's Stock Repurchase Committee authorized and the Company executed the repurchase of
2,000
shares of Class B Common Stock, which reduced the remaining amount of shares that may be repurchased by the Company to
4,703,487
. During the year ended
October 31, 2016
, the Stock Repurchase Committee authorized and the Company executed the repurchase of
110,241
shares of Class B Common Stock as part of the program. There have been
no
other shares repurchased by the Company from November 1, 2014 through
October 31, 2017
. As of
October 31, 2017
, the Company had repurchased
3,296,513
shares, including
1,425,452
shares of Class A Common Stock and
1,871,061
shares of Class B Common Stock, under this program.
The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Authorized Shares
|
|
Issued Shares
|
|
Outstanding
Shares
|
|
Treasury Shares
|
October 31, 2017:
|
|
|
|
|
|
|
|
Class A Common Stock
|
128,000,000
|
|
|
42,281,920
|
|
|
25,835,281
|
|
|
16,446,639
|
|
Class B Common Stock
|
69,120,000
|
|
|
34,560,000
|
|
|
22,007,725
|
|
|
12,552,275
|
|
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
|
|
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
|
2017
|
|
2016
|
|
2015
|
Class A Common Stock:
|
|
|
|
|
|
Basic shares
|
25,820,470
|
|
|
25,755,545
|
|
|
25,668,204
|
|
Assumed conversion of stock options and unvested shares
|
2,470
|
|
|
1,348
|
|
|
5,901
|
|
Diluted shares
|
25,822,940
|
|
|
25,756,893
|
|
|
25,674,105
|
|
Class B Common Stock:
|
|
|
|
|
|
Basic and diluted shares
|
22,009,193
|
|
|
22,062,089
|
|
|
22,119,966
|
|
No
stock options were antidilutive for the years ended
October 31, 2017
,
2016
, or
2015
.
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 for the years ended
October 31, 2017
,
2016
and
2015
were
$2.0 million
,
$0.8 million
and
$0.8 million
, respectively. Dividends received from the Company’s equity method affiliates for the years ended
October 31, 2017
,
2016
and
2015
were
$0.4 million
,
$0.4 million
and
$0.2 million
, respectively.
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 that were (deducted from) added to net income to arrive at net income attributable to the Company. Net (income) loss attributable to noncontrolling interests for the years ended
October 31, 2017
,
2016
and
2015
was
$(16.5) million
,
$(0.6) million
and
$4.7 million
, respectively.
NOTE 16 – LEASES
The table below contains information related to the Company’s rent expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
Rent Expense
|
$
|
41.0
|
|
|
$
|
45.5
|
|
|
$
|
50.4
|
|
The following table provides the Company’s minimum rent commitments under operating and capital leases in the next five years and the remaining years thereafter:
|
|
|
|
|
|
|
|
|
(in millions)
|
Operating
Leases
|
|
Capital
Leases
|
Fiscal year(s):
|
|
|
|
2018
|
$
|
42.7
|
|
|
$
|
0.1
|
|
2019
|
36.1
|
|
|
—
|
|
2020
|
30.9
|
|
|
—
|
|
2021
|
24.0
|
|
|
—
|
|
2022
|
21.3
|
|
|
—
|
|
Thereafter
|
68.0
|
|
|
—
|
|
Total
|
$
|
223.0
|
|
|
$
|
0.1
|
|
NOTE 17 – BUSINESS SEGMENT INFORMATION
The Company has
eight
operating segments, which are aggregated into
four
reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging & Services; Flexible Products & Services; and Land Management. The Rigid Industrial Packaging & Services reportable business segment is the aggregation of
five
operating segments: Rigid Industrial Packaging & Services – North America; Rigid Industrial Packaging & Services – Latin America; Rigid Industrial Packaging & Services – Europe, Middle East and Africa; Rigid Industrial Packaging & Services – Asia Pacific; and Rigid Industrial Packaging & Services – Tri-Sure.
Operations in the Rigid Industrial Packaging & Services segment involve the production and sale of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, filling, logistics, warehousing and other packaging services. The Company’s rigid industrial packaging products and services are sold to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral products, among others.
Operations in the Paper Packaging & Services segment involve the production and sale of containerboard, corrugated sheets, corrugated containers and other corrugated products to customers in North America in industries such as packaging, automotive, food and building products. The Company’s corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications.
Operations in the Flexible Products & Services segment involve the production and sale of flexible intermediate bulk containers and related services on a global basis. The Company’s flexible intermediate bulk containers are constructed from a polypropylene-based woven fabric that is produced at its production sites, as well as sourced from strategic regional suppliers. Flexible products are sold to customers and in market segments similar to those of the Company’s Rigid Industrial Packaging & Services segment. Additionally, the Company’s flexible products significantly expand its presence in the agricultural and food industries, among others.
Operations in the Land Management segment involve the management and sale of timber and special use properties from approximately
245,000
acres of timber properties in the southeastern United States. Land Management’s operations focus on the active harvesting and regeneration of its timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, the Company seeks to maintain a consistent cutting schedule, within the limits of market and weather conditions. The Company also sells, from time to time, timberland and special use properties, which consists of surplus properties, HBU properties, and development properties.
In order to maximize the value of timber property, the Company continues to review its current portfolio and explore the development of certain of these properties. This process has led the Company to characterize property as follows:
|
|
•
|
Surplus property, meaning land that cannot be efficiently or effectively managed by the Company, whether due to parcel size, lack of productivity, location, access limitations or for other reasons.
|
|
|
•
|
HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling timber.
|
|
|
•
|
Development property, meaning HBU land that, with additional investment, may have a significantly higher market value than its HBU market value.
|
|
|
•
|
Timberland, meaning land that is best suited for growing and selling timber.
|
The disposal of surplus and HBU property is reported in the consolidated statements of income under “gain on disposals of properties, plants and equipment, net” and the sale of development property is reported under “net sales” and “cost of products sold.” All HBU, development and surplus property is used by the Company to productively grow and sell timber until sold.
Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to water, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review and re-characterization as circumstances change.
The following segment information is presented for each of the three years in the period ended October 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
Net sales:
|
|
|
|
|
|
Rigid Industrial Packaging & Services
|
$
|
2,522.7
|
|
|
$
|
2,324.2
|
|
|
$
|
2,586.4
|
|
Paper Packaging & Services
|
800.9
|
|
|
687.1
|
|
|
676.1
|
|
Flexible Products & Services
|
286.4
|
|
|
288.1
|
|
|
322.6
|
|
Land Management
|
28.2
|
|
|
24.2
|
|
|
31.6
|
|
Total net sales
|
$
|
3,638.2
|
|
|
$
|
3,323.6
|
|
|
$
|
3,616.7
|
|
|
|
|
|
|
|
Operating profit (loss):
|
|
|
|
|
|
Rigid Industrial Packaging & Services
|
$
|
173.4
|
|
|
$
|
143.9
|
|
|
$
|
86.4
|
|
Paper Packaging & Services
|
83.3
|
|
|
89.1
|
|
|
109.3
|
|
Flexible Products & Services
|
5.7
|
|
|
(15.5
|
)
|
|
(36.6
|
)
|
Land Management
|
10.0
|
|
|
8.1
|
|
|
33.7
|
|
Total operating profit
|
$
|
272.4
|
|
|
$
|
225.6
|
|
|
$
|
192.8
|
|
|
|
|
|
|
|
Depreciation, depletion and amortization expense:
|
|
|
|
|
|
Rigid Industrial Packaging & Services
|
$
|
77.0
|
|
|
$
|
84.6
|
|
|
$
|
94.0
|
|
Paper Packaging & Services
|
31.9
|
|
|
31.6
|
|
|
28.7
|
|
Flexible Products & Services
|
7.0
|
|
|
7.7
|
|
|
8.6
|
|
Land Management
|
4.6
|
|
|
3.8
|
|
|
3.3
|
|
Total depreciation, depletion and amortization expense
|
$
|
120.5
|
|
|
$
|
127.7
|
|
|
$
|
134.6
|
|
|
|
|
|
|
|
Capital expenditures:
|
|
|
|
|
|
Rigid Industrial Packaging & Services
|
$
|
57.6
|
|
|
$
|
53.9
|
|
|
$
|
69.4
|
|
Paper Packaging & Services
|
23.2
|
|
|
27.2
|
|
|
56.4
|
|
Flexible Products & Services
|
2.6
|
|
|
3.2
|
|
|
3.2
|
|
Land Management
|
0.5
|
|
|
0.6
|
|
|
1.6
|
|
Total segment
|
83.9
|
|
|
84.9
|
|
|
130.6
|
|
Corporate and other
|
16.2
|
|
|
16.2
|
|
|
10.7
|
|
Total capital expenditures
|
$
|
100.1
|
|
|
$
|
101.1
|
|
|
$
|
141.3
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
Rigid Industrial Packaging & Services
|
$
|
1,976.7
|
|
|
$
|
1,930.8
|
|
|
$
|
2,043.3
|
|
Paper Packaging & Services
|
459.8
|
|
|
439.8
|
|
|
444.0
|
|
Flexible Products & Services
|
163.2
|
|
|
156.1
|
|
|
187.0
|
|
Land Management
|
345.4
|
|
|
339.9
|
|
|
335.2
|
|
Total segment
|
2,945.1
|
|
|
2,866.6
|
|
|
3,009.5
|
|
Corporate and other
|
287.2
|
|
|
286.4
|
|
|
306.2
|
|
Total assets
|
$
|
3,232.3
|
|
|
$
|
3,153.0
|
|
|
$
|
3,315.7
|
|
The following geographic information is presented for each of the three years in the period ended October 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2017
|
|
2016
|
|
2015
|
Net Sales:
|
|
|
|
|
|
United States
|
$
|
1,779.3
|
|
|
$
|
1,610.8
|
|
|
$
|
1,688.3
|
|
Europe, Middle East, and Africa
|
1,322.4
|
|
|
1,208.4
|
|
|
1,287.2
|
|
Asia Pacific and other Americas
|
536.5
|
|
|
504.4
|
|
|
641.2
|
|
Total net sales
|
$
|
3,638.2
|
|
|
$
|
3,323.6
|
|
|
$
|
3,616.7
|
|
The following table presents properties, plants and equipment, net by geographic region:
|
|
|
|
|
|
|
|
|
(in millions)
|
October 31, 2017
|
|
October 31, 2016
|
Properties, plants and equipment, net:
|
|
|
|
United States
|
$
|
730.1
|
|
|
$
|
723.3
|
|
Europe, Middle East, and Africa
|
322.0
|
|
|
308.5
|
|
Asia Pacific and other Americas
|
136.3
|
|
|
140.1
|
|
Total properties, plants and equipment, net
|
$
|
1,188.4
|
|
|
$
|
1,171.9
|
|
NOTE 18 – COMPREHENSIVE INCOME (LOSS)
The following table provides the roll forward of accumulated other comprehensive income (loss) for the year ended October 31,
2017
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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
|
20.9
|
|
|
5.1
|
|
|
14.2
|
|
|
40.2
|
|
Balance as of October 31, 2017
|
$
|
(249.3
|
)
|
|
$
|
5.1
|
|
|
$
|
(114.0
|
)
|
|
$
|
(358.2
|
)
|
The following table provides the roll forward of accumulated other comprehensive income (loss) for the year ended October 31,
2016
:
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 Loss
|
(13.6
|
)
|
|
(7.4
|
)
|
|
(21.0
|
)
|
Balance as of October 31, 2016
|
$
|
(270.2
|
)
|
|
$
|
(128.2
|
)
|
|
$
|
(398.4
|
)
|
The components of accumulated other comprehensive income above are presented net of tax, as applicable.
NOTE 19 – QUARTERLY FINANCIAL DATA (UNAUDITED)
The quarterly results of operations for
2017
and
2016
are shown below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017
|
(in millions, except per share amounts)
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
Net sales
|
$
|
820.9
|
|
|
$
|
887.4
|
|
|
$
|
961.8
|
|
|
$
|
968.1
|
|
Gross profit
|
$
|
163.3
|
|
|
$
|
181.9
|
|
|
$
|
187.1
|
|
|
$
|
182.4
|
|
Net income (loss)
(1)
|
$
|
8.0
|
|
|
$
|
39.9
|
|
|
$
|
47.5
|
|
|
$
|
39.7
|
|
Net income (loss) attributable to Greif, Inc.
(1)
|
$
|
5.4
|
|
|
$
|
36.0
|
|
|
$
|
43.9
|
|
|
$
|
33.3
|
|
Earnings (loss) per share
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Class A Common Stock
|
$
|
0.10
|
|
|
$
|
0.61
|
|
|
$
|
0.74
|
|
|
$
|
0.57
|
|
Class B Common Stock
|
$
|
0.13
|
|
|
$
|
0.92
|
|
|
$
|
1.12
|
|
|
$
|
0.85
|
|
Diluted:
|
|
|
|
|
|
|
|
Class A Common Stock
|
$
|
0.10
|
|
|
$
|
0.61
|
|
|
$
|
0.74
|
|
|
$
|
0.57
|
|
Class B Common Stock
|
$
|
0.13
|
|
|
$
|
0.92
|
|
|
$
|
1.12
|
|
|
$
|
0.85
|
|
Earnings per share were calculated using the following number of shares:
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Class A Common Stock
|
25,787,769
|
|
|
25,824,194
|
|
|
25,834,636
|
|
|
25,835,281
|
|
Class B Common Stock
|
22,009,725
|
|
|
22,009,725
|
|
|
22,009,596
|
|
|
22,007,725
|
|
Diluted:
|
|
|
|
|
|
|
|
Class A Common Stock
|
25,792,441
|
|
|
25,828,882
|
|
|
25,835,294
|
|
|
25,835,281
|
|
Class B Common Stock
|
22,009,725
|
|
|
22,009,725
|
|
|
22,009,596
|
|
|
22,007,725
|
|
Market price (Class A Common Stock):
|
|
|
|
|
|
|
|
High
|
$
|
57.72
|
|
|
$
|
58.95
|
|
|
$
|
60.32
|
|
|
$
|
60.01
|
|
Low
|
$
|
44.22
|
|
|
$
|
51.70
|
|
|
$
|
53.55
|
|
|
$
|
55.00
|
|
Close
|
$
|
56.28
|
|
|
$
|
57.75
|
|
|
$
|
55.68
|
|
|
$
|
55.53
|
|
Market price (Class B Common Stock):
|
|
|
|
|
|
|
|
High
|
$
|
70.20
|
|
|
$
|
71.31
|
|
|
$
|
66.60
|
|
|
$
|
65.25
|
|
Low
|
$
|
55.05
|
|
|
$
|
56.93
|
|
|
$
|
54.81
|
|
|
$
|
57.58
|
|
Close
|
$
|
68.94
|
|
|
$
|
65.92
|
|
|
$
|
59.26
|
|
|
$
|
62.85
|
|
(1)
The Company recorded the following significant transactions during the fourth quarter of
2017
: (i) restructuring charges of
$4.0 million
; (ii) non-cash asset impairment charges of
$14.9 million
; (iii) pension settlement charges of
$1.5 million
; (iv) loss on disposals of properties, plants, equipment, net of
$3.5 million
; and (v) loss on disposals of businesses, net of
$3.9 million
. Refer to the Company's Form 10-Q filings with the SEC for prior quarter significant transactions or trends.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016
|
(in millions, except per share amounts)
|
January 31
|
|
April 30
|
|
July 31
|
|
October 31
|
Net sales
|
$
|
771.4
|
|
|
$
|
839.6
|
|
|
$
|
845.0
|
|
|
$
|
867.6
|
|
Gross profit
|
$
|
151.3
|
|
|
$
|
173.7
|
|
|
$
|
176.5
|
|
|
$
|
183.4
|
|
Net income
(1)
|
$
|
(9.9
|
)
|
|
$
|
32.5
|
|
|
$
|
46.4
|
|
|
$
|
6.5
|
|
Net income attributable to Greif, Inc.
(1)
|
$
|
(11.1
|
)
|
|
$
|
31.4
|
|
|
$
|
46.1
|
|
|
$
|
8.5
|
|
Earnings per share
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Class A Common Stock
|
$
|
(0.19
|
)
|
|
$
|
0.53
|
|
|
$
|
0.78
|
|
|
$
|
0.14
|
|
Class B Common Stock
|
$
|
(0.29
|
)
|
|
$
|
0.80
|
|
|
$
|
1.18
|
|
|
$
|
0.22
|
|
Diluted:
|
|
|
|
|
|
|
|
Class A Common Stock
|
$
|
(0.19
|
)
|
|
$
|
0.53
|
|
|
$
|
0.78
|
|
|
$
|
0.14
|
|
Class B Common Stock
|
$
|
(0.29
|
)
|
|
$
|
0.80
|
|
|
$
|
1.18
|
|
|
$
|
0.22
|
|
Earnings per share were calculated using the following number of shares:
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
Class A Common Stock
|
25,697,512
|
|
|
25,761,733
|
|
|
25,781,146
|
|
|
25,781,791
|
|
Class B Common Stock
|
22,119,966
|
|
|
22,108,942
|
|
|
22,009,725
|
|
|
22,009,725
|
|
Diluted:
|
|
|
|
|
|
|
|
Class A Common Stock
|
25,704,023
|
|
|
25,766,609
|
|
|
25,783,184
|
|
|
25,785,266
|
|
Class B Common Stock
|
22,119,966
|
|
|
22,108,942
|
|
|
22,009,725
|
|
|
22,009,725
|
|
Market price (Class A Common Stock):
|
|
|
|
|
|
|
|
High
|
$
|
33.77
|
|
|
$
|
35.56
|
|
|
$
|
40.09
|
|
|
$
|
49.59
|
|
Low
|
$
|
24.05
|
|
|
$
|
23.17
|
|
|
$
|
32.96
|
|
|
$
|
38.92
|
|
Close
|
$
|
25.51
|
|
|
$
|
34.02
|
|
|
$
|
39.77
|
|
|
$
|
46.86
|
|
Market price (Class B Common Stock):
|
|
|
|
|
|
|
|
High
|
$
|
45.80
|
|
|
$
|
47.38
|
|
|
$
|
55.48
|
|
|
$
|
60.98
|
|
Low
|
$
|
34.48
|
|
|
$
|
32.91
|
|
|
$
|
44.38
|
|
|
$
|
50.26
|
|
Close
|
$
|
35.11
|
|
|
$
|
45.07
|
|
|
$
|
52.41
|
|
|
$
|
58.25
|
|
(1)
The Company recorded the following significant transactions during the fourth quarter of
2016
: (i) restructuring charges of
$9.0 million
; (ii) non-cash asset impairment charges of
$6.5 million
; (iii) gain on disposals of properties, plants, equipment, net of
$0.8 million
; and (iv) loss on disposal of businesses, net of
$18.6 million
. Refer to the Company's Form 10-Q filings with the SEC for prior quarter significant transactions or trends.
Shares of the Company’s Class A Common Stock and Class B Common Stock are listed on the New York Stock Exchange where the symbols are GEF and GEF.B, respectively.
As of December 14,
2017
, there were
404
stockholders of record of the Class A Common Stock and
83
stockholders of record of the Class B Common Stock.
NOTE 20 —REDEEMABLE NONCONTROLLING INTERESTS
Mandatorily Redeemable Noncontrolling Interests
The terms of the joint venture agreement for
one
joint venture within the Rigid Industrial Packaging & Services segment include mandatory redemption by the Company, in cash, of the noncontrolling interest holders’ equity at a formulaic price after the expiration of a lockout period specific to each noncontrolling interest holder. The redemption features cause the interest to be classified as a mandatorily redeemable instrument under the accounting guidance, and this interest is included at the current redemption value each period in long-term or short-term liabilities of the Company, as applicable. The impact of marking to redemption value at each period end is recorded in interest expense.
During the second quarter of 2016, the Company purchased the interest of one of the mandatorily redeemable noncontrolling interest holders that notified the Company of the exercise of its option requiring the Company to purchase its equity for the
redemption price of
$0.8 million
. The Company has a contractual obligation to redeem the outstanding equity interest of each remaining partner in 2021 and 2022, respectively.
The following table provides a rollforward of the mandatorily redeemable noncontrolling interest for the years ended October 31, 2016 and 2017:
|
|
|
|
|
(in millions)
|
Mandatorily Redeemable Noncontrolling Interest
|
Balance as of October 31, 2015
|
$
|
—
|
|
Reclassification of book value of noncontrolling interest
|
10.4
|
|
Out-of period reversal of cumulative income allocated to noncontrolling interest
|
(1.2
|
)
|
Out-of period mark to redemption value
|
0.1
|
|
Current period mark to redemption value
|
0.5
|
|
Repurchase of redeemable shareholder interest
|
(0.8
|
)
|
Balance as of October 31, 2016
|
9.0
|
|
Current period mark to redemption value
|
0.2
|
|
Balance as of October 31, 2017
|
$
|
9.2
|
|
Redeemable Noncontrolling Interests
Redeemable noncontrolling interests related to
one
joint venture within the Paper Packaging & Services segment and
one
joint venture within the Rigid Industrial Packaging & Services segment are held by the respective noncontrolling interest owners. The holders of these interests share in the profits and losses of these entities on a pro-rata basis with the Company. However, the noncontrolling interest owners have the right to put all or a portion of those noncontrolling interests to the Company at a formulaic price after a set period of time, specific to each agreement. During the third quarter of 2016, the Company purchased the remaining interest of one of the redeemable noncontrolling interests for the redemption price of
$5.5 million
.
Redeemable noncontrolling interests are reflected in the consolidated balance sheets at redemption value. The following table provides the rollforward of the redeemable noncontrolling interest for the years ended October 31, 2016 and 2017:
|
|
|
|
|
(in millions)
|
Redeemable Noncontrolling Interest
|
Balance as of October 31, 2015
|
$
|
—
|
|
Reclassification of book value of noncontrolling interest
|
12.4
|
|
Out-of period mark to redemption value*
|
19.8
|
|
Current period mark to redemption value
|
2.1
|
|
Repurchase of redeemable shareholder interest
|
(5.5
|
)
|
Redeemable noncontrolling interest share of income and other
|
4.8
|
|
Dividends to redeemable noncontrolling interest and other
|
(1.8
|
)
|
Balance as of October 31, 2016
|
$
|
31.8
|
|
Current period mark to redemption value
|
(0.5
|
)
|
Redeemable noncontrolling interest share of income and other
|
1.4
|
|
Dividends to redeemable noncontrolling interest and other
|
(1.2
|
)
|
Balance as of October 31, 2017
|
$
|
31.5
|
|
* The out-of period mark to redemption value amounts were charged to retained earnings in the first quarter of 2016
|
|