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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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31-4388903
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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425 Winter Road
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Delaware
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Ohio
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43015
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Class A Common Stock
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GEF
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New York Stock Exchange
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Class B Common Stock
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GEF-B
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New York Stock Exchange
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Form
10-K Item
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Description
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Page
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1A.
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1B.
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7A.
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9
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9A.
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9B.
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10
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11
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12
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13
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14
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15
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16
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Schedules
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•
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translations into United States dollars for financial reporting purposes of the assets and liabilities of our non-U.S. operations conducted in local currencies; and
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•
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gains or losses from transactions conducted in currencies other than the operation’s functional currency.
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•
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political, social, economic and labor instability;
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•
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war, invasion, civil disturbance or acts of terrorism;
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•
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taking of property by nationalization or expropriation without fair compensation;
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•
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changes in government policies and regulations and enforcement thereof, including selectivity or discrimination in the enforcement thereof;
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•
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loss or non-renewal of treaties or similar agreements with foreign tax authorities;
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•
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difficulties in enforcement of contractual obligations;
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•
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imposition of limitations on conversions of currencies into United States dollars or remittance of dividends and other payments by international subsidiaries;
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•
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imposition or increase of withholding and other taxes on income remittances and other payments by international subsidiaries;
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•
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hyperinflation, currency devaluation or defaults in certain countries;
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•
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impositions or increase of investment and other restrictions or requirements by non-United States governments;
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•
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national and regional labor strikes, whether legal or illegal and other labor or social actions; and
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•
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restrictive governmental trade policies, customs, tariffs, import/export and other trade compliance regulations.
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United States
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Fibre, steel and plastic drums, intermediate bulk containers, reconditioned containers, closures, warehouse, and packaging services
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18
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25
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Vietnam
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Steel drums
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1
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—
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Location
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Products or Use
|
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Owned
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Leased
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FLEXIBLE PRODUCTS & SERVICES:
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Belgium
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Manufacturing plant
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—
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1
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Brazil
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General office
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—
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1
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Chile
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General office
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—
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1
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China
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Manufacturing plant
|
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—
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1
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France
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Manufacturing plant
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1
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—
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Germany
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General offices and warehouse
|
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—
|
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2
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India
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General office
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—
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1
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Ireland
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Distribution center
|
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—
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1
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Mexico
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Manufacturing plant
|
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—
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1
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Netherlands
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General offices and warehouse
|
|
—
|
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2
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Portugal
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Manufacturing plant
|
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—
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1
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Romania
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Manufacturing plants
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—
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2
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Turkey
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Manufacturing plants
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—
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3
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Ukraine
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Manufacturing plant
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1
|
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—
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United Kingdom
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Manufacturing plant
|
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—
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1
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United States
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General offices
|
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—
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2
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Vietnam
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Manufacturing plant
|
|
—
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1
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Location
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Products or Use
|
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Owned
|
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Leased
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PAPER PACKAGING & SERVICES:
|
|
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|
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Canada
|
Spiral-wound paper containers and warehouse
|
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2
|
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2
|
United States
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Corrugated sheets and containers, containerboard, coated and uncoated recycled paperboard, folding cartons, spiral-wound paper tubes and cores, headers, adhesives, recycling plants, general offices and warehouses
|
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63
|
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57
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Location
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Products or Use
|
|
Owned
|
|
Leased
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LAND MANAGEMENT:
|
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United States
|
General offices
|
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3
|
|
2
|
Location
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Products or Use
|
|
Owned
|
|
Leased
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CORPORATE:
|
|
|
|
|
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Belgium
|
General office
|
|
—
|
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1
|
Hungary
|
Shared service center
|
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—
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1
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Netherlands
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General office
|
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—
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1
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United States
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Principal and general offices
|
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3
|
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—
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Year Ended October 31,
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||||||||||||||
(in millions, except per share amounts)
|
2019(1)
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Net sales
|
$
|
4,595.0
|
|
$
|
3,873.8
|
|
$
|
3,638.2
|
|
$
|
3,323.6
|
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$
|
3,616.7
|
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Net income attributable to Greif, Inc.
|
$
|
171.0
|
|
$
|
209.4
|
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$
|
118.6
|
|
$
|
74.9
|
|
$
|
71.9
|
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Total assets
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$
|
5,426.7
|
|
$
|
3,194.8
|
|
$
|
3,232.3
|
|
$
|
3,153.0
|
|
$
|
3,315.7
|
|
Long-term debt, including current portion of long-term debt
|
$
|
2,756.3
|
|
$
|
907.6
|
|
$
|
952.8
|
|
$
|
974.6
|
|
$
|
1,146.9
|
|
Basic earnings per share:
|
|
|
|
|
|
||||||||||
Class A common stock
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$
|
2.89
|
|
$
|
3.56
|
|
$
|
2.02
|
|
$
|
1.28
|
|
$
|
1.23
|
|
Class B common stock
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$
|
4.33
|
|
$
|
5.33
|
|
$
|
3.02
|
|
$
|
1.90
|
|
$
|
1.83
|
|
Diluted earnings per share:
|
|
|
|
|
|
||||||||||
Class A common stock
|
$
|
2.89
|
|
$
|
3.55
|
|
$
|
2.02
|
|
$
|
1.28
|
|
$
|
1.23
|
|
Class B common stock
|
$
|
4.33
|
|
$
|
5.33
|
|
$
|
3.02
|
|
$
|
1.90
|
|
$
|
1.83
|
|
Dividends per share:
|
|
|
|
|
|
||||||||||
Class A common stock
|
$
|
1.76
|
|
$
|
1.70
|
|
$
|
1.68
|
|
$
|
1.68
|
|
$
|
1.68
|
|
Class B common stock
|
$
|
2.63
|
|
$
|
2.54
|
|
$
|
2.51
|
|
$
|
2.51
|
|
$
|
2.51
|
|
Year Ended October 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
$
|
2,490.6
|
|
|
$
|
2,623.6
|
|
|
$
|
2,522.7
|
|
Paper Packaging & Services
|
1,780.0
|
|
|
898.5
|
|
|
800.9
|
|
|||
Flexible Products & Services
|
297.5
|
|
|
324.2
|
|
|
286.4
|
|
|||
Land Management
|
26.9
|
|
|
27.5
|
|
|
28.2
|
|
|||
Total net sales
|
$
|
4,595.0
|
|
|
$
|
3,873.8
|
|
|
$
|
3,638.2
|
|
Operating profit (loss):
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
179.6
|
|
|
183.2
|
|
|
190.1
|
|
|||
Paper Packaging & Services
|
184.3
|
|
|
158.3
|
|
|
93.5
|
|
|||
Flexible Products & Services
|
25.3
|
|
|
19.4
|
|
|
5.8
|
|
|||
Land Management
|
9.9
|
|
|
9.6
|
|
|
10.1
|
|
|||
Total operating profit
|
$
|
399.1
|
|
|
$
|
370.5
|
|
|
$
|
299.5
|
|
EBITDA:
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
251.6
|
|
|
249.0
|
|
|
241.9
|
|
|||
Paper Packaging & Services
|
307.0
|
|
|
191.8
|
|
|
115.3
|
|
|||
Flexible Products & Services
|
32.7
|
|
|
25.7
|
|
|
11.1
|
|
|||
Land Management
|
14.2
|
|
|
14.2
|
|
|
14.6
|
|
|||
Total EBITDA
|
$
|
605.5
|
|
|
$
|
480.7
|
|
|
$
|
382.9
|
|
Adjusted EBITDA:
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
269.9
|
|
|
273.4
|
|
|
294.9
|
|
|||
Paper Packaging & Services
|
348.3
|
|
|
192.3
|
|
|
126.1
|
|
|||
Flexible Products & Services
|
28.6
|
|
|
25.6
|
|
|
12.3
|
|
|||
Land Management
|
12.1
|
|
|
11.9
|
|
|
12.2
|
|
|||
Total Adjusted EBITDA
|
$
|
658.9
|
|
|
$
|
503.2
|
|
|
$
|
445.5
|
|
Year Ended October 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
194.2
|
|
|
229.5
|
|
|
135.1
|
|
|||
Plus: interest expense, net
|
112.5
|
|
|
51.0
|
|
|
60.1
|
|
|||
Plus: debt extinguishment charges
|
22.0
|
|
|
—
|
|
|
—
|
|
|||
Plus: income tax expense
|
70.7
|
|
|
73.3
|
|
|
67.2
|
|
|||
Plus: depreciation, depletion and amortization expense
|
206.1
|
|
|
126.9
|
|
|
120.5
|
|
|||
EBITDA
|
$
|
605.5
|
|
|
$
|
480.7
|
|
|
$
|
382.9
|
|
Net income
|
194.2
|
|
|
229.5
|
|
|
135.1
|
|
|||
Plus: interest expense, net
|
112.5
|
|
|
51.0
|
|
|
60.1
|
|
|||
Plus: debt extinguishment charges
|
22.0
|
|
|
—
|
|
|
—
|
|
|||
Plus: income tax expense
|
70.7
|
|
|
73.3
|
|
|
67.2
|
|
|||
Plus: non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
27.1
|
|
|||
Plus: other (income) expense, net
|
2.6
|
|
|
18.4
|
|
|
12.0
|
|
|||
Plus: equity earnings of unconsolidated affiliates, net of tax
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|||
Operating profit
|
399.1
|
|
|
370.5
|
|
|
299.5
|
|
|||
Less: non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
27.1
|
|
|||
Less: other (income) expense, net
|
2.6
|
|
|
18.4
|
|
|
12.0
|
|
|||
Less: equity earnings of unconsolidated affiliates, net of tax
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|||
Plus: depreciation, depletion and amortization expense
|
206.1
|
|
|
126.9
|
|
|
120.5
|
|
|||
EBITDA
|
$
|
605.5
|
|
|
$
|
480.7
|
|
|
$
|
382.9
|
|
Plus: restructuring charges
|
26.1
|
|
|
18.6
|
|
|
12.7
|
|
|||
Plus: acquisition-related charges
|
29.7
|
|
|
0.7
|
|
|
0.7
|
|
|||
Plus: non-cash asset impairment charges
|
7.8
|
|
|
8.3
|
|
|
20.8
|
|
|||
Plus: non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
27.1
|
|
|||
Less: (Gain) loss on disposal of properties, plants, equipment, and businesses, net
|
(10.2
|
)
|
|
(6.4
|
)
|
|
1.3
|
|
|||
Adjusted EBITDA
|
$
|
658.9
|
|
|
$
|
503.2
|
|
|
$
|
445.5
|
|
Year Ended October 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Rigid Industrial Packaging & Services
|
|
|
|
|
|
||||||
Operating profit
|
$
|
179.6
|
|
|
$
|
183.2
|
|
|
$
|
190.1
|
|
Less: non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
16.7
|
|
|||
Less: other (income) expense, net
|
7.2
|
|
|
17.1
|
|
|
10.5
|
|
|||
Less: equity earnings of unconsolidated affiliates, net of tax
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|||
Plus: depreciation and amortization expense
|
76.3
|
|
|
81.2
|
|
|
77.0
|
|
|||
EBITDA
|
$
|
251.6
|
|
|
$
|
249.0
|
|
|
$
|
241.9
|
|
Plus: restructuring charges
|
18.8
|
|
|
17.3
|
|
|
11.2
|
|
|||
Plus: acquisition-related charges
|
0.6
|
|
|
0.7
|
|
|
0.5
|
|
|||
Plus: non-cash asset impairment charges
|
2.7
|
|
|
8.3
|
|
|
20.5
|
|
|||
Plus: non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
16.7
|
|
|||
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net
|
(3.8
|
)
|
|
(3.2
|
)
|
|
4.1
|
|
|||
Adjusted EBITDA
|
$
|
269.9
|
|
|
$
|
273.4
|
|
|
$
|
294.9
|
|
Paper Packaging & Services
|
|
|
|
|
|
||||||
Operating profit
|
$
|
184.3
|
|
|
$
|
158.3
|
|
|
$
|
93.5
|
|
Less: non-cash pension settlement charges
|
—
|
|
|
—
|
|
|
10.2
|
|
|||
Less: other (income) expense, net
|
(3.4
|
)
|
|
0.7
|
|
|
(0.1
|
)
|
|||
Plus: depreciation and amortization expense
|
119.3
|
|
|
34.2
|
|
|
31.9
|
|
|||
EBITDA
|
$
|
307.0
|
|
|
$
|
191.8
|
|
|
$
|
115.3
|
|
Plus: restructuring charges
|
6.2
|
|
|
0.4
|
|
|
0.3
|
|
|||
Plus: acquisition-related charges
|
29.1
|
|
|
—
|
|
|
0.2
|
|
|||
Plus: non-cash asset impairment charges
|
5.1
|
|
|
—
|
|
|
—
|
|
|||
Plus: non-cash pension settlement charges
|
—
|
|
|
—
|
|
|
10.2
|
|
|||
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net
|
0.9
|
|
|
0.1
|
|
|
0.1
|
|
|||
Adjusted EBITDA
|
$
|
348.3
|
|
|
$
|
192.3
|
|
|
$
|
126.1
|
|
Flexible Products & Services
|
|
|
|
|
|
||||||
Operating profit (loss)
|
$
|
25.3
|
|
|
$
|
19.4
|
|
|
$
|
5.8
|
|
Less: non-cash pension settlement charge
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Less: other (income) expense, net
|
(1.2
|
)
|
|
0.6
|
|
|
1.6
|
|
|||
Plus: depreciation and amortization expense
|
6.2
|
|
|
6.9
|
|
|
7.0
|
|
|||
EBITDA
|
$
|
32.7
|
|
|
$
|
25.7
|
|
|
$
|
11.1
|
|
Plus: restructuring charges
|
1.0
|
|
|
0.9
|
|
|
1.2
|
|
|||
Plus: non-cash asset impairment charges
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Plus: non-cash pension settlement charges
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net
|
(5.1
|
)
|
|
(1.0
|
)
|
|
(0.4
|
)
|
|||
Adjusted EBITDA
|
$
|
28.6
|
|
|
$
|
25.6
|
|
|
$
|
12.3
|
|
Land Management
|
|
|
|
|
|
||||||
Operating profit
|
9.9
|
|
|
9.6
|
|
|
10.1
|
|
|||
Less: non-cash pension settlement charge
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Plus: depreciation, depletion and amortization expense
|
4.3
|
|
|
4.6
|
|
|
4.6
|
|
|||
EBITDA
|
$
|
14.2
|
|
|
$
|
14.2
|
|
|
$
|
14.6
|
|
Plus: restructuring charges
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Plus: non-cash pension settlement charge
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net
|
(2.2
|
)
|
|
(2.3
|
)
|
|
(2.5
|
)
|
|||
Adjusted EBITDA
|
$
|
12.1
|
|
|
$
|
11.9
|
|
|
$
|
12.2
|
|
•
|
Selling prices, product mix, customer demand and sales volumes;
|
•
|
Raw material costs, primarily steel, resin, containerboard and used industrial packaging for reconditioning;
|
•
|
Energy and transportation costs;
|
•
|
Benefits from executing the Greif Business System;
|
•
|
Restructuring charges;
|
•
|
Acquisition of businesses and facilities;
|
•
|
Divestiture of businesses and facilities; and
|
•
|
Impact of foreign currency translation.
|
•
|
Selling prices, product mix, customer demand and sales volumes;
|
•
|
Raw material costs, primarily old corrugated containers;
|
•
|
Energy and transportation costs;
|
•
|
Benefits from executing the Greif Business System
|
•
|
Restructuring charges; and
|
•
|
Acquisition of businesses and facilities.
|
•
|
Selling prices, product mix, customer demand and sales volumes;
|
•
|
Raw material costs, primarily resin;
|
•
|
Energy and transportation costs;
|
•
|
Benefits from executing the Greif Business System;
|
•
|
Restructuring charges;
|
•
|
Divestiture of businesses and facilities; and
|
•
|
Impact of foreign currency translation.
|
•
|
Planned level of timber sales;
|
•
|
Selling prices and customer demand;
|
•
|
Gains on timberland sales; and
|
•
|
Gains on the disposal of development, surplus and HBU properties (“special use property”).
|
•
|
Surplus property, meaning land that cannot be efficiently or effectively managed by us, 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.
|
•
|
Core timberland, meaning land that is best suited for growing and selling timber.
|
Summary
|
|
|
|
||||
|
Year ended
October 31,
|
||||||
|
2019
|
|
2018
|
||||
Non-U.S. % of Consolidated Net Sales
|
40.6
|
%
|
|
51.4
|
%
|
||
U.S. % of Consolidated Net Sales
|
59.4
|
%
|
|
48.6
|
%
|
||
|
100.0
|
%
|
|
100.0
|
%
|
||
Non-U.S. % of Consolidated I.B.I.T.
|
50.4
|
%
|
|
34.1
|
%
|
||
U.S. % of Consolidated I.B.I.T.
|
49.6
|
%
|
|
65.9
|
%
|
||
|
100.0
|
%
|
|
100.0
|
%
|
||
Non-U.S. % of Consolidated I.B.I.T. before Special Items
|
44.0
|
%
|
|
36.9
|
%
|
||
U.S. % of Consolidated I.B.I.T. before Special Items
|
56.0
|
%
|
|
63.1
|
%
|
||
|
100.0
|
%
|
|
100.0
|
%
|
||
Non-U.S. I.B.I.T. Reconciliation
|
|
|
|
||||
|
Year ended
October 31,
|
||||||
|
2019
|
|
2018
|
||||
Non-U.S. I.B.I.T.
|
$
|
132.1
|
|
|
$
|
102.3
|
|
Non-cash asset impairment charges
|
2.7
|
|
|
4.6
|
|
||
Non-cash pension settlement charge
|
—
|
|
|
1.3
|
|
||
Restructuring charges
|
16.3
|
|
|
13.5
|
|
||
Acquisition-related costs
|
0.5
|
|
|
0.6
|
|
||
(Gain) loss on sale of businesses
|
2.9
|
|
|
(0.8
|
)
|
||
Total Non-U.S. Special Items
|
22.4
|
|
|
19.2
|
|
||
Non-U.S. I.B.I.T. before Special Items
|
$
|
154.5
|
|
|
$
|
121.5
|
|
U.S. I.B.I.T. Reconciliation
|
|
|
|
||||
|
Year ended
October 31,
|
||||||
|
2019
|
|
2018
|
||||
U.S. I.B.I.T.
|
$
|
129.9
|
|
|
$
|
197.5
|
|
Non-cash asset impairment charges
|
5.1
|
|
|
3.7
|
|
||
Restructuring charges
|
9.8
|
|
|
5.1
|
|
||
Acquisition-related costs
|
29.2
|
|
|
0.1
|
|
||
Debt extinguishment charges
|
22.0
|
|
|
—
|
|
||
Loss on sale of businesses
|
0.8
|
|
|
—
|
|
||
Total U.S. Special Items
|
66.9
|
|
|
8.9
|
|
||
U.S. I.B.I.T. before Special Items
|
$
|
196.8
|
|
|
$
|
206.4
|
|
*
|
Income Before Income Tax expense = I.B.I.T.
|
•
|
Selling prices, product mix, customer demand and sales volumes;
|
•
|
Raw material costs, primarily steel, resin, containerboard and used industrial packaging for reconditioning;
|
•
|
Energy and transportation costs;
|
•
|
Benefits from executing the Greif Business System;
|
•
|
Restructuring charges;
|
•
|
Divestiture of businesses and facilities; and
|
•
|
Impact of foreign currency translation.
|
•
|
Selling prices, product mix, customer demand and sales volumes;
|
•
|
Raw material costs, primarily old corrugated containers;
|
•
|
Energy and transportation costs; and
|
•
|
Benefits from executing the Greif Business System.
|
•
|
Selling prices, product mix, customer demand and sales volumes;
|
•
|
Raw material costs, primarily resin;
|
•
|
Energy and transportation costs;
|
•
|
Benefits from executing the Greif Business System;
|
•
|
Restructuring charges;
|
•
|
Divestiture of businesses and facilities; and
|
•
|
Impact of foreign currency translation.
|
•
|
Planned level of timber sales;
|
•
|
Selling prices and customer demand;
|
•
|
Gains on timberland sales; and
|
•
|
Gains on the disposal of special use properties.
|
Summary
|
|
|
|
||||
|
Year ended
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Non-U.S. % of Consolidated Net Sales
|
51.4
|
%
|
|
51.1
|
%
|
||
U.S. % of Consolidated Net Sales
|
48.6
|
%
|
|
48.9
|
%
|
||
|
100.0
|
%
|
|
100.0
|
%
|
||
Non-U.S. % of Consolidated I.B.I.T.
|
34.1
|
%
|
|
42.6
|
%
|
||
U.S. % of Consolidated I.B.I.T.
|
65.9
|
%
|
|
57.4
|
%
|
||
|
100.0
|
%
|
|
100.0
|
%
|
||
Non-U.S. % of Consolidated I.B.I.T. before Special Items
|
36.9
|
%
|
|
43.5
|
%
|
||
U.S. % of Consolidated I.B.I.T. before Special Items
|
63.1
|
%
|
|
56.5
|
%
|
||
|
100.0
|
%
|
|
100.0
|
%
|
||
Non-U.S. I.B.I.T. Reconciliation
|
|
|
|
||||
|
Year ended
October 31,
|
||||||
|
2018
|
|
2017
|
||||
Non-U.S. I.B.I.T.
|
$
|
102.3
|
|
|
$
|
85.2
|
|
Non-cash asset impairment charges
|
4.6
|
|
|
2.2
|
|
||
Goodwill impairment charges
|
—
|
|
|
13.0
|
|
||
Non-cash pension settlement charge
|
1.3
|
|
|
1.2
|
|
||
Restructuring charges
|
13.5
|
|
|
10.8
|
|
||
(Gain) loss on sale of businesses
|
(0.8
|
)
|
|
1.7
|
|
||
Total Non-U.S. Special Items
|
18.6
|
|
|
28.9
|
|
||
Non-U.S. I.B.I.T. before Special Items
|
$
|
120.9
|
|
|
$
|
114.1
|
|
U.S. I.B.I.T. Reconciliation
|
|
|
|
||||
|
Year ended
October 31,
|
||||||
|
2018
|
|
2017
|
||||
U.S. I.B.I.T.
|
$
|
197.5
|
|
|
$
|
115.1
|
|
Non-cash asset impairment charges
|
3.7
|
|
|
5.6
|
|
||
Non-cash pension settlement charge
|
—
|
|
|
25.9
|
|
||
Restructuring charges
|
5.1
|
|
|
1.9
|
|
||
Total U.S. Special Items
|
8.8
|
|
|
33.4
|
|
||
U.S. I.B.I.T. before Special Items
|
$
|
206.3
|
|
|
$
|
148.5
|
|
*
|
Income Before Income Tax expense = I.B.I.T.
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
2019 Credit Agreement - Term Loans
|
$
|
1,612.2
|
|
|
$
|
—
|
|
2017 Credit Agreement - Term Loan
|
—
|
|
|
277.5
|
|
||
Senior Notes due 2027
|
494.3
|
|
|
—
|
|
||
Senior Notes due 2021
|
221.7
|
|
|
226.5
|
|
||
Senior Notes due 2019
|
—
|
|
|
249.1
|
|
||
Accounts receivable credit facilities
|
351.6
|
|
|
150.0
|
|
||
2019 Credit Agreement - Revolving Credit Facility
|
76.1
|
|
|
—
|
|
||
2017 Credit Agreement - Revolving Credit Facility
|
—
|
|
|
3.8
|
|
||
Other debt
|
0.4
|
|
|
0.7
|
|
||
|
2,756.3
|
|
|
907.6
|
|
||
Less current portion
|
83.7
|
|
|
18.8
|
|
||
Less deferred financing costs
|
13.6
|
|
|
4.7
|
|
||
Long-term debt, net
|
$
|
2,659.0
|
|
|
$
|
884.1
|
|
|
|
|
|
Payments Due by Period
|
||||||||||||||||
(in millions)
|
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
3-5 years
|
|
After 5 years
|
||||||||||
Long-term debt, net of deferred financing costs
|
|
$
|
2,659.0
|
|
|
$
|
348.9
|
|
|
$
|
495.2
|
|
|
$
|
1,033.4
|
|
|
$
|
781.5
|
|
Short-term borrowings
|
|
9.2
|
|
|
9.2
|
|
|
|
|
|
|
|
||||||||
Operating and capital lease obligations
|
|
366.3
|
|
|
66.6
|
|
|
108.6
|
|
|
73.3
|
|
|
117.8
|
|
|||||
Liabilities held by special purpose entities
|
|
43.3
|
|
|
—
|
|
|
43.3
|
|
|
|
|
|
|
||||||
Contingent liabilities and environmental reserves
|
|
18.7
|
|
|
2.0
|
|
|
2.5
|
|
|
2.2
|
|
|
12.0
|
|
|||||
Current portion of long-term debt
|
|
83.7
|
|
|
83.7
|
|
|
|
|
|
|
|
||||||||
Mandatorily redeemable noncontrolling interests
|
|
8.4
|
|
|
—
|
|
|
8.4
|
|
|
|
|
|
|||||||
Deferred purchase price of Tholu
|
|
29.2
|
|
|
2.5
|
|
|
6.8
|
|
|
19.9
|
|
|
|
||||||
Total
|
|
$
|
3,217.8
|
|
|
$
|
512.9
|
|
|
$
|
664.8
|
|
|
$
|
1,128.8
|
|
|
$
|
911.3
|
|
•
|
Discount rate – A 25 basis point increase in discount rate would decrease pension and post-retirement cost in the following year by $1.0 million and would decrease the pension and post-retirement benefit obligation at year-end by about $39.2 million.
|
•
|
Expected return on assets – A 50 basis point decrease in the expected return on assets would increase pension and post-retirement cost in the following year by $4.7 million.
|
|
Expected Maturity Date
|
|
|
|
|
||||||||||||||||||||||||||
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
After
2024
|
|
Total
|
|
Fair
Value
|
||||||||||||||||
2019 Credit Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled amortizations
|
$
|
84
|
|
|
$
|
131
|
|
|
$
|
148
|
|
|
$
|
148
|
|
|
$
|
51
|
|
|
$
|
25
|
|
|
$
|
587
|
|
|
$
|
587
|
|
Scheduled maturity
|
$
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
841
|
|
|
$
|
260
|
|
|
$
|
1,101
|
|
|
$
|
1,101
|
|
||||
Average interest rate (1)
|
3.71
|
%
|
|
3.71
|
%
|
|
3.71
|
%
|
|
3.71
|
%
|
|
3.71
|
%
|
|
—
|
|
|
3.71
|
%
|
|
|
|||||||||
Senior Notes due 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled maturity
|
—
|
|
|
$
|
222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
222
|
|
|
$
|
248
|
|
|||||
Average interest rate
|
—
|
|
|
7.38
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.38
|
%
|
|
|
|||||||||
Senior Notes due 2027:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled maturity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
$
|
500
|
|
|
$
|
538
|
|
||||||
Average interest rate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.50
|
%
|
|
6.50
|
%
|
|
|
|||||||||
Receivables Facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled maturity
|
$
|
352
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
352
|
|
|
$
|
352
|
|
|||||
Weighted average interest rate
|
2.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.00
|
%
|
|
|
|
Expected Maturity Date
|
|
|
|
|
||||||||||||||||||||||||||
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
After
2023 |
|
Total
|
|
Fair
Value
|
||||||||||||||||
2017 Credit Agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled amortizations
|
$
|
19
|
|
|
$
|
30
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
72
|
|
|
$
|
72
|
|
Scheduled maturity
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
209
|
|
|
—
|
|
|
—
|
|
|
$
|
209
|
|
|
$
|
209
|
|
|||||
Average interest rate (1)
|
3.37
|
%
|
|
3.37
|
%
|
|
3.37
|
%
|
|
3.37
|
%
|
|
3.37
|
%
|
|
—
|
|
|
3.37
|
%
|
|
|
|||||||||
Senior Notes due 2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled maturity
|
$
|
249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
249
|
|
|
$
|
257
|
|
|||||
Average interest rate
|
7.75
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.75
|
%
|
|
|
|||||||||
Senior Notes due 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled maturity
|
—
|
|
|
—
|
|
|
$
|
227
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
227
|
|
|
$
|
263
|
|
|||||
Average interest rate
|
7.38
|
%
|
|
7.38
|
%
|
|
7.38
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.38
|
%
|
|
|
|||||||||
Receivables Facility:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Scheduled maturity
|
$
|
150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
150
|
|
|
$
|
150
|
|
Year Ended October 31, (in millions, except per share amounts)
|
2019
|
|
2018
|
|
2017
|
||||||
Net sales
|
$
|
4,595.0
|
|
|
$
|
3,873.8
|
|
|
$
|
3,638.2
|
|
Costs of products sold
|
3,635.1
|
|
|
3,084.9
|
|
|
2,923.5
|
|
|||
Gross profit
|
959.9
|
|
|
788.9
|
|
|
714.7
|
|
|||
Selling, general and administrative expenses
|
507.4
|
|
|
397.2
|
|
|
379.7
|
|
|||
Restructuring charges
|
26.1
|
|
|
18.6
|
|
|
12.7
|
|
|||
Acquisition-related costs
|
29.7
|
|
|
0.7
|
|
|
0.7
|
|
|||
Non-cash asset impairment charges
|
7.8
|
|
|
8.3
|
|
|
7.8
|
|
|||
Goodwill impairment charges
|
—
|
|
|
—
|
|
|
13.0
|
|
|||
Gain on disposal of properties, plants and equipment, net
|
(13.9
|
)
|
|
(5.6
|
)
|
|
(0.4
|
)
|
|||
(Gain) loss on disposal of businesses, net
|
3.7
|
|
|
(0.8
|
)
|
|
1.7
|
|
|||
Operating profit
|
399.1
|
|
|
370.5
|
|
|
299.5
|
|
|||
Interest expense, net
|
112.5
|
|
|
51.0
|
|
|
60.1
|
|
|||
Debt extinguishment charges
|
22.0
|
|
|
—
|
|
|
—
|
|
|||
Non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
27.1
|
|
|||
Other expense, net
|
2.6
|
|
|
18.4
|
|
|
12.0
|
|
|||
Income before income tax expense and equity earnings of unconsolidated affiliates, net
|
262.0
|
|
|
299.8
|
|
|
200.3
|
|
|||
Income tax expense
|
70.7
|
|
|
73.3
|
|
|
67.2
|
|
|||
Equity earnings of unconsolidated affiliates, net of tax
|
(2.9
|
)
|
|
(3.0
|
)
|
|
(2.0
|
)
|
|||
Net income
|
194.2
|
|
|
229.5
|
|
|
135.1
|
|
|||
Net income attributable to noncontrolling interests
|
(23.2
|
)
|
|
(20.1
|
)
|
|
(16.5
|
)
|
|||
Net income attributable to Greif, Inc.
|
$
|
171.0
|
|
|
$
|
209.4
|
|
|
$
|
118.6
|
|
Basic earnings per share attributable to Greif, Inc. common shareholders:
|
|
|
|
|
|
||||||
Class A common stock
|
$
|
2.89
|
|
|
$
|
3.56
|
|
|
$
|
2.02
|
|
Class B common stock
|
$
|
4.33
|
|
|
$
|
5.33
|
|
|
$
|
3.02
|
|
Diluted earnings per share attributed to Greif, Inc. common shareholders:
|
|
|
|
|
|
||||||
Class A common stock
|
$
|
2.89
|
|
|
$
|
3.55
|
|
|
$
|
2.02
|
|
Class B common stock
|
$
|
4.33
|
|
|
$
|
5.33
|
|
|
$
|
3.02
|
|
Year Ended October 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Net income
|
$
|
194.2
|
|
|
$
|
229.5
|
|
|
$
|
135.1
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation
|
(4.5
|
)
|
|
(45.5
|
)
|
|
37.6
|
|
|||
Derivative financial instruments
|
(26.1
|
)
|
|
7.7
|
|
|
5.1
|
|
|||
Minimum pension liabilities
|
(25.3
|
)
|
|
16.3
|
|
|
14.2
|
|
|||
Other comprehensive income (loss), net of tax
|
(55.9
|
)
|
|
(21.5
|
)
|
|
56.9
|
|
|||
Comprehensive income
|
138.3
|
|
|
208.0
|
|
|
192.0
|
|
|||
Comprehensive income attributable to noncontrolling interests
|
23.9
|
|
|
18.1
|
|
|
33.2
|
|
|||
Comprehensive income attributable to Greif, Inc.
|
$
|
114.4
|
|
|
$
|
189.9
|
|
|
$
|
158.8
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
77.3
|
|
|
$
|
94.2
|
|
Trade accounts receivable, less allowance of $6.8 in 2019 and $4.2 in 2018
|
664.2
|
|
|
456.7
|
|
||
Inventories:
|
|
|
|
||||
Raw materials
|
238.4
|
|
|
203.9
|
|
||
Work-in-process
|
11.3
|
|
|
10.0
|
|
||
Finished goods
|
108.5
|
|
|
75.6
|
|
||
Assets held for sale
|
4.1
|
|
|
4.4
|
|
||
Prepaid expenses
|
44.0
|
|
|
39.8
|
|
||
Other current assets
|
101.2
|
|
|
92.1
|
|
||
|
1,249.0
|
|
|
976.7
|
|
||
Long-term assets
|
|
|
|
||||
Goodwill
|
1,517.8
|
|
|
776.0
|
|
||
Other intangible assets, net of amortization
|
776.5
|
|
|
80.6
|
|
||
Deferred tax assets
|
15.9
|
|
|
7.9
|
|
||
Assets held by special purpose entities
|
50.9
|
|
|
50.9
|
|
||
Pension assets
|
35.4
|
|
|
10.4
|
|
||
Other long-term assets
|
90.9
|
|
|
100.4
|
|
||
|
2,487.4
|
|
|
1,026.2
|
|
||
Properties, plants and equipment
|
|
|
|
||||
Timber properties, net of depletion
|
272.4
|
|
|
274.2
|
|
||
Land
|
178.0
|
|
|
96.4
|
|
||
Buildings
|
531.0
|
|
|
431.4
|
|
||
Machinery and equipment
|
1,866.2
|
|
|
1,554.9
|
|
||
Capital projects in progress
|
170.4
|
|
|
117.2
|
|
||
|
3,018.0
|
|
|
2,474.1
|
|
||
Accumulated depreciation
|
(1,327.7
|
)
|
|
(1,282.2
|
)
|
||
|
1,690.3
|
|
|
1,191.9
|
|
||
Total assets
|
$
|
5,426.7
|
|
|
$
|
3,194.8
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
435.2
|
|
|
$
|
403.8
|
|
Accrued payroll and employee benefits
|
142.4
|
|
|
114.4
|
|
||
Restructuring reserves
|
11.3
|
|
|
4.4
|
|
||
Current portion of long-term debt
|
83.7
|
|
|
18.8
|
|
||
Short-term borrowings
|
9.2
|
|
|
7.3
|
|
||
Other current liabilities
|
143.6
|
|
|
121.5
|
|
||
|
825.4
|
|
|
670.2
|
|
||
Long-term liabilities
|
|
|
|
||||
Long-term debt
|
2,659.0
|
|
|
884.1
|
|
||
Deferred tax liabilities
|
313.0
|
|
|
179.8
|
|
||
Pension liabilities
|
177.6
|
|
|
78.0
|
|
||
Post-retirement benefit obligations
|
12.2
|
|
|
10.7
|
|
||
Liabilities held by special purpose entities
|
43.3
|
|
|
43.3
|
|
||
Contingent liabilities and environmental reserves
|
18.7
|
|
|
6.8
|
|
||
Mandatorily redeemable noncontrolling interests
|
8.4
|
|
|
8.6
|
|
||
Long-term income tax payable
|
27.8
|
|
|
46.1
|
|
||
Other long-term liabilities
|
128.9
|
|
|
77.5
|
|
||
|
3,388.9
|
|
|
1,334.9
|
|
||
Commitments and Contingencies (Note 13)
|
|
|
|
||||
Redeemable Noncontrolling Interests (Note 19)
|
21.3
|
|
|
35.5
|
|
||
Equity
|
|
|
|
||||
Common stock, without par value
|
162.6
|
|
|
150.5
|
|
||
Treasury stock, at cost
|
(134.8
|
)
|
|
(135.4
|
)
|
||
Retained earnings
|
1,539.0
|
|
|
1,469.8
|
|
||
Accumulated other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation
|
(298.0
|
)
|
|
(292.8
|
)
|
||
Derivative financial instruments
|
(12.7
|
)
|
|
13.4
|
|
||
Minimum pension liabilities
|
(123.0
|
)
|
|
(97.7
|
)
|
||
Total Greif, Inc. shareholders’ equity
|
1,133.1
|
|
|
1,107.8
|
|
||
Noncontrolling interests
|
58.0
|
|
|
46.4
|
|
||
Total shareholders’ equity
|
1,191.1
|
|
|
1,154.2
|
|
||
Total liabilities and shareholders’ equity
|
$
|
5,426.7
|
|
|
$
|
3,194.8
|
|
Year Ended October 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
194.2
|
|
|
$
|
229.5
|
|
|
$
|
135.1
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization
|
206.1
|
|
|
126.9
|
|
|
120.5
|
|
|||
Non-cash asset impairment charges
|
7.8
|
|
|
8.3
|
|
|
20.8
|
|
|||
Non-cash pension settlement charges
|
—
|
|
|
1.3
|
|
|
27.1
|
|
|||
Gain on disposals of properties, plants and equipment, net
|
(13.9
|
)
|
|
(5.6
|
)
|
|
(0.4
|
)
|
|||
(Gain) loss on disposals of businesses, net
|
3.7
|
|
|
(0.8
|
)
|
|
1.7
|
|
|||
Unrealized foreign exchange (gain) loss
|
3.0
|
|
|
(0.7
|
)
|
|
4.6
|
|
|||
Deferred income tax (benefit) expense
|
2.1
|
|
|
(44.8
|
)
|
|
2.3
|
|
|||
Transition tax (benefit) expense
|
(0.8
|
)
|
|
52.8
|
|
|
—
|
|
|||
Debt extinguishment charges
|
14.0
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
4.2
|
|
|
(2.8
|
)
|
|
1.2
|
|
|||
Increase (decrease) in cash from changes in certain assets and liabilities:
|
|
|
|
|
|
||||||
Trade accounts receivable
|
55.1
|
|
|
(34.0
|
)
|
|
(47.3
|
)
|
|||
Inventories
|
33.9
|
|
|
(24.8
|
)
|
|
(7.0
|
)
|
|||
Deferred purchase price on sold receivables
|
(6.9
|
)
|
|
2.1
|
|
|
5.1
|
|
|||
Accounts payable
|
(69.9
|
)
|
|
24.3
|
|
|
20.5
|
|
|||
Restructuring reserves
|
6.7
|
|
|
(0.8
|
)
|
|
(5.3
|
)
|
|||
Pension and post-retirement benefit liabilities
|
(15.3
|
)
|
|
(66.8
|
)
|
|
(1.7
|
)
|
|||
Other, net
|
(34.5
|
)
|
|
(11.1
|
)
|
|
27.8
|
|
|||
Net cash provided by operating activities
|
389.5
|
|
|
253.0
|
|
|
305.0
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions of companies, net of cash acquired
|
(1,857.9
|
)
|
|
—
|
|
|
—
|
|
|||
Purchases of properties, plants and equipment
|
(156.8
|
)
|
|
(140.2
|
)
|
|
(96.8
|
)
|
|||
Purchases of and investments in timber properties
|
(5.4
|
)
|
|
(8.9
|
)
|
|
(9.5
|
)
|
|||
Proceeds from the sale of properties, plants, equipment and other assets
|
28.7
|
|
|
12.5
|
|
|
9.6
|
|
|||
Proceeds from the sale of businesses
|
1.5
|
|
|
1.4
|
|
|
5.9
|
|
|||
Proceeds on insurance recoveries
|
0.6
|
|
|
—
|
|
|
0.4
|
|
|||
Net cash used in investing activities
|
(1,989.3
|
)
|
|
(135.2
|
)
|
|
(90.4
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from issuance of long-term debt
|
3,732.3
|
|
|
1,020.7
|
|
|
1,446.0
|
|
|||
Payments on long-term debt
|
(2,075.6
|
)
|
|
(1,065.4
|
)
|
|
(1,627.9
|
)
|
|||
Proceeds (payments) on short-term borrowings, net
|
2.2
|
|
|
(11.0
|
)
|
|
(36.4
|
)
|
|||
Proceeds from trade accounts receivable credit facility
|
181.4
|
|
|
2.8
|
|
|
203.6
|
|
|||
Payments on trade accounts receivable credit facility
|
(89.2
|
)
|
|
(2.8
|
)
|
|
(53.6
|
)
|
|||
Dividends paid to Greif, Inc. shareholders
|
(104.0
|
)
|
|
(100.0
|
)
|
|
(98.6
|
)
|
|||
Dividends paid to noncontrolling interests
|
(9.2
|
)
|
|
(4.6
|
)
|
|
(4.2
|
)
|
|||
Payments for debt extinguishment and issuance costs
|
(44.1
|
)
|
|
—
|
|
|
(4.5
|
)
|
|||
Purchases of redeemable noncontrolling interest
|
(11.9
|
)
|
|
—
|
|
|
—
|
|
|||
Cash contribution from noncontrolling interest holder
|
1.6
|
|
|
2.0
|
|
|
—
|
|
|||
Net cash provided (used in) by financing activities
|
1,583.5
|
|
|
(158.3
|
)
|
|
(175.6
|
)
|
|||
Effects of exchange rates on cash
|
(0.6
|
)
|
|
(7.6
|
)
|
|
(0.4
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(16.9
|
)
|
|
(48.1
|
)
|
|
38.6
|
|
|||
Cash and cash equivalents at beginning of year
|
94.2
|
|
|
142.3
|
|
|
103.7
|
|
|||
Cash and cash equivalents at end of year
|
$
|
77.3
|
|
|
$
|
94.2
|
|
|
$
|
142.3
|
|
Year Ended October 31, (in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Supplemental information:
|
|
|
|
|
|
||||||
Non-cash transactions:
|
|
|
|
|
|
||||||
Capital expenditures included in accounts payable
|
$
|
18.6
|
|
|
$
|
11.4
|
|
|
$
|
12.5
|
|
Schedule of interest and income taxes paid:
|
|
|
|
|
|
||||||
Cash payments for interest expense
|
$
|
161.8
|
|
|
$
|
58.3
|
|
|
$
|
76.2
|
|
Cash payments for taxes
|
$
|
71.4
|
|
|
$
|
65.2
|
|
|
$
|
53.4
|
|
(Amounts in millions, except shares amounts in thousands and per share amounts)
|
|
|
|
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
|
|
||||||||||||||||
Capital Stock
|
Treasury Stock
|
Retained
Earnings
|
Greif,
Inc.
Equity
|
Noncontrolling
Interests
|
Total
Equity
|
||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||||||
As of October 31, 2016
|
47,792
|
|
$
|
141.4
|
|
29,050
|
|
$
|
(135.6
|
)
|
$
|
1,340.0
|
|
$
|
(398.4
|
)
|
$
|
947.4
|
|
$
|
10.5
|
|
$
|
957.9
|
|
Net income
|
|
|
|
|
118.6
|
|
|
118.6
|
|
16.5
|
|
135.1
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
– Foreign currency translation
|
|
|
|
|
|
20.9
|
|
20.9
|
|
16.7
|
|
37.6
|
|
||||||||||||
– Derivative financial instruments, net of income tax expense of $3.1 million
|
|
|
|
|
|
5.1
|
|
5.1
|
|
|
5.1
|
|
|||||||||||||
– Minimum pension liability adjustment, net of income tax expense of $16.5 million
|
|
|
|
|
|
14.2
|
|
14.2
|
|
|
14.2
|
|
|||||||||||||
Comprehensive income
|
|
|
|
|
|
|
158.8
|
|
|
192.0
|
|
||||||||||||||
Current period mark to redemption value of redeemable noncontrolling interest
|
|
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||||||||||||
Net income allocated to redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
(1.4
|
)
|
(1.4
|
)
|
|||||||||||||
Deconsolidation of noncontrolling interest
|
|
|
|
|
|
|
|
(2.6
|
)
|
(2.6
|
)
|
||||||||||||||
Dividends paid to Greif, Inc., Shareholders ($1.68 per Class A share and $2.51 per Class B share)
|
|
|
|
|
(98.6
|
)
|
|
(98.6
|
)
|
|
|
(98.6
|
)
|
||||||||||||
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(3.1
|
)
|
(3.1
|
)
|
||||||||||||
Treasury shares acquired
|
(2
|
)
|
|
2
|
|
0.1
|
|
|
|
0.1
|
|
|
0.1
|
|
|||||||||||
Restricted stock executives and directors
|
24
|
|
1.3
|
|
(24
|
)
|
—
|
|
|
|
1.3
|
|
|
1.3
|
|
||||||||||
Long-term incentive shares issued
|
29
|
|
1.5
|
|
(29
|
)
|
(0.1
|
)
|
|
|
1.4
|
|
|
1.4
|
|
||||||||||
As of October 31, 2017
|
47,843
|
|
$
|
144.2
|
|
28,999
|
|
$
|
(135.6
|
)
|
$
|
1,360.5
|
|
$
|
(358.2
|
)
|
$
|
1,010.9
|
|
$
|
36.6
|
|
$
|
1,047.5
|
|
Net income
|
|
|
|
|
209.4
|
|
|
209.4
|
|
20.1
|
|
229.5
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
– Foreign currency translation
|
|
|
|
|
|
(43.5
|
)
|
(43.5
|
)
|
(2.0
|
)
|
(45.5
|
)
|
||||||||||||
– Derivative financial instruments, net of income tax expense of $3.3 million
|
|
|
|
|
(0.6
|
)
|
8.3
|
|
7.7
|
|
|
7.7
|
|
||||||||||||
– Minimum pension liability adjustment, net of income tax expense of $4.1 million
|
|
|
|
|
|
16.3
|
|
16.3
|
|
|
16.3
|
|
|||||||||||||
Comprehensive income
|
|
|
|
|
|
|
189.9
|
|
|
208.0
|
|
||||||||||||||
Current period mark to redemption value of redeemable noncontrolling interest
|
|
|
|
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||||||||||||
Net income allocated to redeemable noncontrolling interests
|
|
|
|
|
|
|
|
(3.7
|
)
|
(3.7
|
)
|
||||||||||||||
Dividends paid to Greif, Inc., Shareholders ($1.70 per Class A share and $2.54 per Class B share)
|
|
|
|
|
(100.0
|
)
|
|
(100.0
|
)
|
|
|
(100.0
|
)
|
||||||||||||
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
(4.6
|
)
|
(4.6
|
)
|
||||||||||||
Restricted stock executives and directors
|
21
|
|
1.2
|
|
(21
|
)
|
—
|
|
|
|
1.2
|
|
|
|
1.2
|
|
|||||||||
Long-term incentive shares issued
|
85
|
|
5.1
|
|
(85
|
)
|
0.2
|
|
|
|
5.3
|
|
|
5.3
|
|
||||||||||
As of October 31, 2018
|
47,949
|
|
$
|
150.5
|
|
28,893
|
|
$
|
(135.4
|
)
|
$
|
1,469.8
|
|
$
|
(377.1
|
)
|
$
|
1,107.8
|
|
$
|
46.4
|
|
$
|
1,154.2
|
|
Net income
|
|
|
|
|
171.0
|
|
|
171.0
|
|
23.2
|
|
194.2
|
|
||||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
– Foreign currency translation
|
|
|
|
|
|
(5.2
|
)
|
(5.2
|
)
|
0.7
|
|
(4.5
|
)
|
||||||||||||
– Derivative financial instruments, net of income tax expense of $8.6 million
|
|
|
|
|
|
|
(26.1
|
)
|
(26.1
|
)
|
|
(26.1
|
)
|
||||||||||||
– Minimum pension liability adjustment, net of income tax benefit of $1.1 million
|
|
|
|
|
|
(25.3
|
)
|
(25.3
|
)
|
|
(25.3
|
)
|
|||||||||||||
Comprehensive income
|
|
|
|
|
|
|
114.4
|
|
|
138.3
|
|
||||||||||||||
Adoption of ASU 2016-16
|
|
|
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|||||||||||||
Current period mark to redemption value of redeemable noncontrolling interest
|
|
|
|
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|||||||||||||
Net income allocated to redeemable noncontrolling interests
|
|
|
|
|
|
|
|
|
(2.3
|
)
|
(2.3
|
)
|
|||||||||||||
Dividends paid to Greif, Inc., Shareholders ($1.76 per Class A share and $2.63 per Class B share)
|
|
|
|
|
(104.0
|
)
|
|
(104.0
|
)
|
|
(104.0
|
)
|
|||||||||||||
Dividends paid to noncontrolling interests
|
|
|
|
|
|
|
|
|
(7.9
|
)
|
(7.9
|
)
|
|||||||||||||
Acquisition of noncontrolling interest and other
|
|
|
|
|
(0.6
|
)
|
|
(0.6
|
)
|
(2.1
|
)
|
(2.7
|
)
|
||||||||||||
Restricted stock directors
|
25
|
|
1.1
|
|
(25
|
)
|
|
|
|
1.1
|
|
|
1.1
|
|
|||||||||||
Long-term incentive shares issued
|
292
|
|
11.0
|
|
(292
|
)
|
0.6
|
|
|
|
11.6
|
|
|
11.6
|
|
||||||||||
As of October 31, 2019
|
48,266
|
|
$
|
162.6
|
|
28,576
|
|
$
|
(134.8
|
)
|
$
|
1,539.0
|
|
$
|
(433.7
|
)
|
$
|
1,133.1
|
|
$
|
58.0
|
|
$
|
1,191.1
|
|
|
Years
|
Buildings
|
30-40
|
Machinery and equipment
|
5-15
|
(1)
|
Management, having the authority to approve the action, commits to a plan of termination.
|
(2)
|
The plan identifies the number of employees to be terminated, their job classifications or functions and their locations, and the expected completion date.
|
(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.
|
(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.
|
•
|
Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.
|
•
|
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities.
|
•
|
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.
|
(in millions)
|
Amounts Recognized as of the Acquisition Date
|
Measurement Period Adjustments (1)
|
Amount Recognized as of Acquisition Date (as Adjusted)
|
||||||
Fair value of consideration transferred
|
|
|
|
||||||
Cash consideration
|
$
|
1,834.9
|
|
$
|
—
|
|
1,834.9
|
|
|
|
|
|
|
||||||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
||||||
Accounts receivable
|
147.0
|
|
—
|
|
147.0
|
|
|||
Inventories
|
103.9
|
|
(1.1
|
)
|
102.8
|
|
|||
Prepaid and other current assets
|
21.5
|
|
(0.8
|
)
|
20.7
|
|
|||
Intangibles
|
717.1
|
|
8.4
|
|
725.5
|
|
|||
Other long-term assets
|
1.3
|
|
5.7
|
|
7.0
|
|
|||
Properties, plants and equipment
|
521.3
|
|
(12.4
|
)
|
508.9
|
|
|||
Total assets acquired
|
1,512.1
|
|
(0.2
|
)
|
1,511.9
|
|
|||
|
|
|
|
||||||
Accounts payable
|
(99.5
|
)
|
—
|
|
(99.5
|
)
|
|||
Accrued payroll and employee benefits
|
(42.9
|
)
|
(6.4
|
)
|
(49.3
|
)
|
|||
Other current liabilities
|
(21.8
|
)
|
(6.7
|
)
|
(28.5
|
)
|
|||
Long-term deferred tax liability
|
(185.7
|
)
|
46.6
|
|
(139.1
|
)
|
|||
Pension and post-retirement obligations
|
(67.1
|
)
|
—
|
|
(67.1
|
)
|
|||
Other long-term liabilities
|
(12.7
|
)
|
(7.4
|
)
|
(20.1
|
)
|
|||
Total liabilities assumed
|
(429.7
|
)
|
26.1
|
|
(403.6
|
)
|
|||
Total identifiable net assets
|
$
|
1,082.4
|
|
$
|
25.9
|
|
$
|
1,108.3
|
|
Goodwill
|
$
|
752.5
|
|
$
|
(25.9
|
)
|
$
|
726.6
|
|
(in millions)
|
Current Preliminary Purchase Price Allocation
|
Weighted Average Estimated Useful Life
|
||
Customer relationships
|
$
|
708.0
|
|
15.0
|
Trademarks
|
15.0
|
|
3.0
|
|
Other
|
2.5
|
|
4.6
|
|
Total intangible assets
|
$
|
725.5
|
|
|
|
Twelve Months Ended October 31,
|
||||||
(in millions, except per share amounts)
|
2019
|
|
2018
|
||||
Pro forma net sales
|
$
|
4,958.8
|
|
|
$
|
5,249.4
|
|
Pro forma net (loss) income attributable to Greif, Inc.
|
$
|
154.8
|
|
|
$
|
152.7
|
|
Basic earnings per share attributable to Greif, Inc. common shareholders:
|
|
|
|
||||
Class A common stock
|
$
|
2.62
|
|
|
$
|
2.60
|
|
Class B common stock
|
$
|
3.92
|
|
|
$
|
3.88
|
|
Diluted earnings per share attributable to Greif, Inc. common shareholders:
|
|
|
|
||||
Class A common stock
|
$
|
2.62
|
|
|
$
|
2.59
|
|
Class B common stock
|
$
|
3.92
|
|
|
$
|
3.88
|
|
(in millions)
|
Amounts Recognized as of the Acquisition Date
|
Measurement Period Adjustments (2)
|
Amount Recognized as of Acquisition Date (as Adjusted)
|
||||||
Fair value of consideration transferred
|
|
|
|
||||||
Cash consideration
|
$
|
25.1
|
|
$
|
—
|
|
$
|
25.1
|
|
Deferred payments
|
$
|
29.2
|
|
—
|
|
$
|
29.2
|
|
|
Cash received
|
$
|
(2.1
|
)
|
$
|
—
|
|
$
|
(2.1
|
)
|
Total consideration
|
$
|
52.2
|
|
$
|
—
|
|
$
|
52.2
|
|
|
|
|
|
||||||
Recognized amounts of identifiable assets acquired and liabilities assumed
|
|
|
|
||||||
Accounts receivable
|
7.3
|
|
—
|
|
$
|
7.3
|
|
||
Inventories
|
3.0
|
|
0.4
|
|
$
|
3.4
|
|
||
Intangibles
|
24.1
|
|
—
|
|
$
|
24.1
|
|
||
Properties, plants and equipment
|
6.4
|
|
—
|
|
$
|
6.4
|
|
||
Other assets
|
1.2
|
|
—
|
|
$
|
1.2
|
|
||
Total assets acquired
|
42.0
|
|
0.4
|
|
42.4
|
|
|||
|
|
|
|
||||||
Accounts payable
|
(4.0
|
)
|
—
|
|
(4.0
|
)
|
|||
Capital lease obligations
|
(1.7
|
)
|
—
|
|
(1.7
|
)
|
|||
Long-term deferred tax liability
|
(5.4
|
)
|
(0.4
|
)
|
(5.8
|
)
|
|||
Other liabilities
|
(1.0
|
)
|
—
|
|
(1.0
|
)
|
|||
Total liabilities assumed
|
(12.1
|
)
|
(0.4
|
)
|
(12.5
|
)
|
|||
Total identifiable net assets
|
$
|
29.9
|
|
$
|
—
|
|
$
|
29.9
|
|
Goodwill
|
$
|
22.3
|
|
$
|
—
|
|
$
|
22.3
|
|
(in millions)
|
Preliminary Fair Value
|
Weighted Average Estimated Useful Life
|
||
Customer relationships
|
$
|
21.9
|
|
15.0
|
Trademarks
|
1.2
|
|
9.0
|
|
Other
|
1.0
|
|
2.0
|
|
Total intangible assets
|
$
|
24.1
|
|
|
(in millions)
|
Rigid Industrial Packaging & Services (1)
|
|
Paper
Packaging & Services
|
|
Flexible Products & Services (1)
|
|
Land
Management
|
|
Total
|
||||||||||
Balance at October 31, 2017
|
$
|
725.9
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
785.4
|
|
Goodwill acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill allocated to divestitures and businesses held for sale
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Goodwill adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Currency translation
|
(8.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.7
|
)
|
|||||
Balance at October 31, 2018
|
$
|
716.5
|
|
|
$
|
59.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
776.0
|
|
Goodwill acquired
|
22.3
|
|
|
726.6
|
|
|
—
|
|
|
—
|
|
|
748.9
|
|
|||||
Goodwill allocated to divestitures and businesses held for sale
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Currency translation
|
(7.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7.1
|
)
|
|||||
Balance at October 31, 2019
|
$
|
731.7
|
|
|
$
|
786.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,517.8
|
|
(in millions)
|
Gross
Intangible
Assets
|
|
Accumulated
Amortization
|
|
Net Intangible
Assets
|
||||||
October 31, 2019:
|
|
|
|
|
|
||||||
Indefinite lived:
|
|
|
|
|
|
||||||
Trademarks and patents
|
$
|
13.1
|
|
|
$
|
—
|
|
|
$
|
13.1
|
|
Definite lived:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
890.6
|
|
|
$
|
150.3
|
|
|
$
|
740.3
|
|
Trademarks and patents
|
27.0
|
|
|
9.3
|
|
|
17.7
|
|
|||
Non-compete agreements
|
2.3
|
|
|
0.7
|
|
|
1.6
|
|
|||
Other
|
21.9
|
|
|
18.1
|
|
|
3.8
|
|
|||
Total
|
$
|
954.9
|
|
|
$
|
178.4
|
|
|
$
|
776.5
|
|
|
|
|
|
|
|
||||||
October 31, 2018:
|
|
|
|
|
|
||||||
Indefinite lived:
|
|
|
|
|
|
||||||
Trademarks and patents
|
$
|
13.3
|
|
|
$
|
—
|
|
|
$
|
13.3
|
|
Definite lived:
|
|
|
|
|
|
||||||
Customer relationships
|
$
|
162.2
|
|
|
$
|
105.8
|
|
|
$
|
56.4
|
|
Trademarks and patents
|
10.9
|
|
|
5.1
|
|
|
5.8
|
|
|||
Other
|
21.2
|
|
|
16.1
|
|
|
5.1
|
|
|||
Total
|
$
|
207.6
|
|
|
$
|
127.0
|
|
|
$
|
80.6
|
|
(in millions)
|
Employee
Separation
Costs
|
|
Other Costs
|
|
Total
|
||||||
Balance at October 31, 2017
|
$
|
3.9
|
|
|
$
|
1.3
|
|
|
$
|
5.2
|
|
Costs incurred and charged to expense
|
14.8
|
|
|
3.8
|
|
|
18.6
|
|
|||
Costs paid or otherwise settled
|
(14.5
|
)
|
|
(4.9
|
)
|
|
(19.4
|
)
|
|||
Balance at October 31, 2018
|
$
|
4.2
|
|
|
$
|
0.2
|
|
|
$
|
4.4
|
|
Costs incurred and charged to expense
|
22.5
|
|
|
3.6
|
|
|
26.1
|
|
|||
Costs paid or otherwise settled
|
(17.2
|
)
|
|
(2.0
|
)
|
|
(19.2
|
)
|
|||
Balance at October 31, 2019
|
$
|
9.5
|
|
|
$
|
1.8
|
|
|
$
|
11.3
|
|
(in millions)
|
Total Amounts
Expected to be
Incurred
|
|
Amounts
Incurred During the year ended October 31, 2019 |
|
Amounts
Remaining to be
Incurred
|
||||||
Rigid Industrial Packaging & Services:
|
|
|
|
|
|
||||||
Employee separation costs
|
$
|
32.3
|
|
|
$
|
15.4
|
|
|
16.9
|
|
|
Other restructuring costs
|
9.1
|
|
|
3.4
|
|
|
5.7
|
|
|||
|
41.4
|
|
|
18.8
|
|
|
22.6
|
|
|||
Flexible Products & Services:
|
|
|
|
|
|
||||||
Employee separation costs
|
1.2
|
|
|
0.9
|
|
|
0.3
|
|
|||
Other restructuring costs
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
|
1.3
|
|
|
1.0
|
|
|
0.3
|
|
|||
Paper Packaging & Services:
|
|
|
|
|
|
||||||
Employee separation costs
|
6.1
|
|
|
6.1
|
|
|
—
|
|
|||
Other restructuring costs
|
1.9
|
|
|
0.1
|
|
|
1.8
|
|
|||
|
8.0
|
|
|
6.2
|
|
|
1.8
|
|
|||
Land Management
|
|
|
|
|
|
||||||
Employee separation costs
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Total
|
$
|
50.8
|
|
|
$
|
26.1
|
|
|
$
|
24.7
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
Cash and cash equivalents
|
$
|
16.9
|
|
|
$
|
22.2
|
|
Trade accounts receivable, less allowance of $0.7 in 2019 and $0.6 in 2018
|
51.2
|
|
|
53.2
|
|
||
Inventories
|
46.4
|
|
|
49.0
|
|
||
Properties, plants and equipment, net
|
22.3
|
|
|
28.8
|
|
||
Other assets
|
29.3
|
|
|
21.5
|
|
||
Total assets
|
$
|
166.1
|
|
|
$
|
174.7
|
|
|
|
|
|
||||
Accounts payable
|
$
|
28.9
|
|
|
$
|
29.0
|
|
Other liabilities
|
23.6
|
|
|
24.8
|
|
||
Total liabilities
|
$
|
52.5
|
|
|
$
|
53.8
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
2019 Credit Agreement - Term Loans
|
$
|
1,612.2
|
|
|
$
|
—
|
|
2017 Credit Agreement - Term Loan
|
—
|
|
|
277.5
|
|
||
Senior Notes due 2027
|
494.3
|
|
|
—
|
|
||
Senior Notes due 2021
|
221.7
|
|
|
226.5
|
|
||
Senior Notes due 2019
|
—
|
|
|
249.1
|
|
||
Accounts receivable credit facilities
|
351.6
|
|
|
150.0
|
|
||
2019 Credit Agreement - Revolving Credit Facility
|
76.1
|
|
|
—
|
|
||
2017 Credit Agreement - Revolving Credit Facility
|
—
|
|
|
3.8
|
|
||
Other debt
|
0.4
|
|
|
0.7
|
|
||
|
2,756.3
|
|
|
907.6
|
|
||
Less current portion
|
83.7
|
|
|
18.8
|
|
||
Less deferred financing costs
|
13.6
|
|
|
4.7
|
|
||
Long-term debt, net
|
$
|
2,659.0
|
|
|
$
|
884.1
|
|
|
October 31, 2019
|
|
|
||||||||||||||
|
Fair Value Measurement
|
|
Balance Sheet Location
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
||||||||
Interest rate derivatives
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
|
Other long-term assets and other current assets
|
Interest rate derivatives
|
—
|
|
|
(25.0
|
)
|
|
—
|
|
|
(25.0
|
)
|
|
Other long-term liabilities and other current liabilities
|
||||
Foreign exchange hedges
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
Other current assets
|
||||
Foreign exchange hedges
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
Other current liabilities
|
||||
Insurance annuity
|
—
|
|
|
—
|
|
|
20.0
|
|
|
20.0
|
|
|
Other long-term assets
|
||||
Cross currency swap
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
|
Other long-term assets and other current assets
|
||||
Total
|
$
|
—
|
|
|
$
|
(12.4
|
)
|
|
$
|
20.0
|
|
|
$
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
October 31, 2018
|
|
|
||||||||||||||
|
Fair Value Measurement
|
|
Balance Sheet Location
|
||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
||||||||
Interest rate derivatives
|
$
|
—
|
|
|
$
|
16.5
|
|
|
$
|
—
|
|
|
$
|
16.5
|
|
|
Other long-term assets and other current assets
|
Foreign exchange hedges
|
—
|
|
|
2.6
|
|
|
—
|
|
|
2.6
|
|
|
Other current assets
|
||||
Foreign exchange hedges
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
Other current liabilities
|
||||
Insurance annuity
|
—
|
|
|
—
|
|
|
20.4
|
|
|
20.4
|
|
|
Other long-term assets
|
||||
Cross currency swap
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
|
Other long-term assets and other current assets
|
||||
Total
|
$
|
—
|
|
|
$
|
23.6
|
|
|
$
|
20.4
|
|
|
$
|
44.0
|
|
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
Senior Notes due 2019 estimated fair value
|
$
|
—
|
|
|
$
|
257.4
|
|
Senior Notes due 2021 estimated fair value
|
248.1
|
|
|
263.4
|
|
||
Senior Notes due 2027 estimated fair value
|
537.9
|
|
|
—
|
|
||
Assets held by special purpose entities estimated fair value
|
51.9
|
|
|
51.6
|
|
•
|
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.
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||
(in millions)
|
Fair Value of
Impairment
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
Range
of Input Values
|
||
October 31, 2019
|
|
|
|
|
|
|
|
||
Impairment of Net Assets Held for Sale
|
$
|
2.1
|
|
|
Indicative Bids
|
|
Indicative Bids
|
|
N/A
|
Impairment of Long Lived Assets
|
5.7
|
|
|
Sales Value
|
|
Sales Value
|
|
N/A
|
|
Total
|
$
|
7.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
October 31, 2018
|
|
|
|
|
|
|
|
||
Impairment of Net Assets Held for Sale
|
$
|
0.7
|
|
|
Broker Quote /
Indicative Bids |
|
Indicative Bids
|
|
N/A
|
Impairment of Long Lived Assets
|
7.6
|
|
|
Sales Value
|
|
Sales Value
|
|
N/A
|
|
Total
|
$
|
8.3
|
|
|
|
|
|
|
|
|
Year Ended October 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Federal statutory rate
|
21.00
|
%
|
|
23.33
|
%
|
|
35.00
|
%
|
Impact of foreign tax rate differential
|
0.10
|
%
|
|
(0.57
|
)%
|
|
(9.86
|
)%
|
State and local taxes, net of federal tax benefit
|
1.99
|
%
|
|
2.38
|
%
|
|
1.35
|
%
|
Net impact of changes in valuation allowances
|
2.41
|
%
|
|
5.65
|
%
|
|
20.74
|
%
|
Non-deductible write-off and impairment of goodwill and other intangible assets
|
0.29
|
%
|
|
0.06
|
%
|
|
(0.02
|
)%
|
Unrecognized tax benefits
|
(0.76
|
)%
|
|
3.41
|
%
|
|
(2.00
|
)%
|
Permanent book-tax differences
|
(0.87
|
)%
|
|
(4.03
|
)%
|
|
(15.71
|
)%
|
Withholding taxes
|
2.43
|
%
|
|
1.84
|
%
|
|
1.88
|
%
|
Tax Reform Act (1)
|
(0.19
|
)%
|
|
(7.31
|
)%
|
|
—
|
%
|
Other items, net
|
0.58
|
%
|
|
(0.33
|
)%
|
|
2.20
|
%
|
|
26.98
|
%
|
|
24.43
|
%
|
|
33.58
|
%
|
(in millions)
|
2019
|
|
2018
|
||||
Deferred Tax Assets
|
|
|
|
||||
Net operating loss and other carryforwards
|
$
|
206.9
|
|
|
$
|
122.8
|
|
Foreign tax credits
|
21.5
|
|
|
20.7
|
|
||
Pension liabilities
|
24.1
|
|
|
12.2
|
|
||
Incentive liabilities
|
12.0
|
|
|
12.1
|
|
||
Workers compensation accruals
|
12.1
|
|
|
6.6
|
|
||
Inventories
|
6.7
|
|
|
4.9
|
|
||
State income taxes
|
9.4
|
|
|
4.5
|
|
||
Deferred compensation
|
2.3
|
|
|
2.2
|
|
||
Other
|
41.2
|
|
|
16.5
|
|
||
Total Deferred Tax Assets
|
336.2
|
|
|
202.5
|
|
||
Valuation allowance
|
(175.0
|
)
|
|
(157.2
|
)
|
||
Net Deferred Tax Assets
|
$
|
161.2
|
|
|
$
|
45.3
|
|
|
|
|
|
||||
Deferred Tax Liabilities
|
|
|
|
||||
Properties, plants and equipment
|
$
|
152.7
|
|
|
$
|
78.9
|
|
Timberland transactions
|
74.2
|
|
|
73.5
|
|
||
Goodwill and other intangible assets
|
207.5
|
|
|
49.2
|
|
||
Other
|
23.9
|
|
|
15.6
|
|
||
Total Deferred Tax Liabilities
|
458.3
|
|
|
217.2
|
|
||
Net Deferred Tax Liability
|
$
|
297.1
|
|
|
$
|
171.9
|
|
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Balance at November 1
|
$
|
36.2
|
|
|
$
|
26.8
|
|
|
$
|
29.7
|
|
Increases in tax positions for prior years
|
5.1
|
|
|
7.8
|
|
|
2.1
|
|
|||
Decreases in tax positions for prior years
|
(0.7
|
)
|
|
(1.4
|
)
|
|
(1.8
|
)
|
|||
Increases in tax positions for current years
|
4.3
|
|
|
8.0
|
|
|
6.7
|
|
|||
Settlements with taxing authorities
|
(3.6
|
)
|
|
—
|
|
|
(7.4
|
)
|
|||
Lapse in statute of limitations
|
(2.0
|
)
|
|
(3.6
|
)
|
|
(4.6
|
)
|
|||
Currency translation
|
(0.5
|
)
|
|
(1.4
|
)
|
|
2.1
|
|
|||
Balance at October 31
|
$
|
38.8
|
|
|
$
|
36.2
|
|
|
$
|
26.8
|
|
October 31, 2019
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||
Active participants
|
2,455
|
|
|
2,351
|
|
|
41
|
|
|
—
|
|
|
63
|
|
|
—
|
|
Vested former employees and deferred members
|
5,236
|
|
|
4,643
|
|
|
86
|
|
|
366
|
|
|
97
|
|
|
44
|
|
Retirees and beneficiaries
|
6,462
|
|
|
5,074
|
|
|
258
|
|
|
662
|
|
|
414
|
|
|
54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
October 31, 2018
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||
Active participants
|
1,332
|
|
|
1,214
|
|
|
47
|
|
|
—
|
|
|
71
|
|
|
—
|
|
Vested former employees and deferred members
|
1,433
|
|
|
790
|
|
|
85
|
|
|
419
|
|
|
95
|
|
|
44
|
|
Retirees and beneficiaries
|
2,389
|
|
|
942
|
|
|
253
|
|
|
699
|
|
|
441
|
|
|
54
|
|
For the year ended October 31, 2019
|
Consolidated(1)
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||
Discount rate
|
2.74
|
%
|
|
3.27
|
%
|
|
0.73
|
%
|
|
1.76
|
%
|
|
0.74
|
%
|
|
3.98
|
%
|
Expected return on plan assets
|
4.12
|
%
|
|
5.10
|
%
|
|
N/A
|
|
|
3.60
|
%
|
|
1.51
|
%
|
|
6.00
|
%
|
Rate of compensation increase
|
2.85
|
%
|
|
3.00
|
%
|
|
2.75
|
%
|
|
N/A
|
|
|
2.25
|
%
|
|
N/A
|
|
For the year ended October 31, 2018
|
Consolidated(1)
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||
Discount rate
|
3.48
|
%
|
|
4.59
|
%
|
|
1.80
|
%
|
|
2.50
|
%
|
|
1.64
|
%
|
|
4.84
|
%
|
Expected return on plan assets
|
4.53
|
%
|
|
6.25
|
%
|
|
N/A
|
|
|
3.60
|
%
|
|
1.45
|
%
|
|
5.69
|
%
|
Rate of compensation increase
|
2.85
|
%
|
|
3.00
|
%
|
|
2.75
|
%
|
|
N/A
|
|
|
2.25
|
%
|
|
N/A
|
|
For the year ended October 31, 2017
|
Consolidated(1)
|
|
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, 2019
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
14.1
|
|
|
$
|
12.7
|
|
|
$
|
0.3
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
Interest cost
|
31.0
|
|
|
25.4
|
|
|
0.5
|
|
|
3.9
|
|
|
0.9
|
|
|
0.3
|
|
||||||
Expected return on plan assets
|
(38.8
|
)
|
|
(30.5
|
)
|
|
—
|
|
|
(6.2
|
)
|
|
(1.3
|
)
|
|
(0.8
|
)
|
||||||
Amortization of prior service (cost) benefit
|
(0.1
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
—
|
|
||||||
Recognized net actuarial loss
|
7.1
|
|
|
5.0
|
|
|
0.9
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension (benefit) cost
|
$
|
13.3
|
|
|
$
|
12.5
|
|
|
$
|
1.7
|
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
For the year ended October 31, 2018
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International |
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Service cost
|
$
|
12.3
|
|
|
$
|
10.8
|
|
|
$
|
0.4
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.1
|
|
Interest cost
|
18.9
|
|
|
13.2
|
|
|
0.5
|
|
|
4.0
|
|
|
0.9
|
|
|
0.3
|
|
||||||
Expected return on plan assets
|
(25.5
|
)
|
|
(16.8
|
)
|
|
—
|
|
|
(6.5
|
)
|
|
(1.4
|
)
|
|
(0.8
|
)
|
||||||
Amortization of prior service cost
|
(0.2
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||||
Recognized net actuarial loss
|
11.0
|
|
|
8.1
|
|
|
1.1
|
|
|
1.7
|
|
|
—
|
|
|
0.1
|
|
||||||
Other Adjustments
|
2.8
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
—
|
|
||||||
Special Events
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Settlement
|
1.3
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension (benefit) cost
|
$
|
20.6
|
|
|
$
|
15.2
|
|
|
$
|
2.0
|
|
|
$
|
3.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.3
|
)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
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, 2019
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International |
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
662.4
|
|
|
$
|
351.9
|
|
|
$
|
38.1
|
|
|
$
|
176.3
|
|
|
$
|
85.4
|
|
|
$
|
10.7
|
|
Service cost
|
14.1
|
|
|
12.7
|
|
|
0.3
|
|
|
0.5
|
|
|
0.5
|
|
|
0.1
|
|
||||||
Interest cost
|
31.0
|
|
|
25.4
|
|
|
0.5
|
|
|
3.9
|
|
|
0.9
|
|
|
0.3
|
|
||||||
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||
Expenses paid from assets
|
(5.9
|
)
|
|
(5.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Actuarial loss
|
131.0
|
|
|
105.5
|
|
|
7.4
|
|
|
6.0
|
|
|
11.0
|
|
|
1.1
|
|
||||||
Foreign currency effect
|
(1.8
|
)
|
|
—
|
|
|
(0.9
|
)
|
|
1.1
|
|
|
(1.9
|
)
|
|
(0.1
|
)
|
||||||
Benefits paid
|
(61.6
|
)
|
|
(48.7
|
)
|
|
(1.3
|
)
|
|
(6.3
|
)
|
|
(4.8
|
)
|
|
(0.5
|
)
|
||||||
Acquisitions
|
389.3
|
|
|
389.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation at end of year
|
$
|
1,158.7
|
|
|
$
|
831.0
|
|
|
$
|
44.1
|
|
|
$
|
180.8
|
|
|
$
|
91.3
|
|
|
$
|
11.5
|
|
For the year ended October 31, 2018
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International |
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of year
|
$
|
717.8
|
|
|
$
|
387.6
|
|
|
$
|
39.9
|
|
|
$
|
186.9
|
|
|
$
|
91.8
|
|
|
$
|
11.6
|
|
Service cost
|
12.3
|
|
|
10.8
|
|
|
0.4
|
|
|
0.5
|
|
|
0.5
|
|
|
0.1
|
|
||||||
Interest cost
|
18.9
|
|
|
13.2
|
|
|
0.5
|
|
|
4.0
|
|
|
0.9
|
|
|
0.3
|
|
||||||
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||
Expenses paid from assets
|
(1.7
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Plan Amendments
|
3.3
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
(0.2
|
)
|
|
—
|
|
||||||
Actuarial gain
|
(39.1
|
)
|
|
(33.5
|
)
|
|
(0.5
|
)
|
|
(3.9
|
)
|
|
(0.9
|
)
|
|
(0.3
|
)
|
||||||
Foreign currency effect
|
(7.1
|
)
|
|
—
|
|
|
(0.8
|
)
|
|
(4.3
|
)
|
|
(1.7
|
)
|
|
(0.3
|
)
|
||||||
Benefits paid
|
(42.2
|
)
|
|
(25.2
|
)
|
|
(1.4
|
)
|
|
(9.8
|
)
|
|
(5.2
|
)
|
|
(0.6
|
)
|
||||||
Benefit obligation at end of year
|
$
|
662.4
|
|
|
$
|
351.9
|
|
|
$
|
38.1
|
|
|
$
|
176.3
|
|
|
$
|
85.4
|
|
|
$
|
10.7
|
|
Actuarial value of benefit obligations
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
(in millions)
|
Consolidated
|
|
United States
|
|
Germany
|
|
United
Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||||||||
October 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
$
|
1,158.7
|
|
|
$
|
831.0
|
|
|
$
|
44.1
|
|
|
$
|
180.8
|
|
|
$
|
91.3
|
|
|
$
|
11.5
|
|
Accumulated benefit obligation
|
1,131.3
|
|
|
806.8
|
|
|
42.6
|
|
|
180.8
|
|
|
89.6
|
|
|
11.5
|
|
||||||
Plan assets
|
1,017.0
|
|
|
698.7
|
|
|
—
|
|
|
209.8
|
|
|
94.5
|
|
|
14.0
|
|
||||||
October 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
$
|
662.4
|
|
|
$
|
351.9
|
|
|
$
|
38.1
|
|
|
$
|
176.3
|
|
|
$
|
85.4
|
|
|
$
|
10.7
|
|
Accumulated benefit obligation
|
638.9
|
|
|
330.4
|
|
|
37.2
|
|
|
176.3
|
|
|
84.3
|
|
|
10.7
|
|
||||||
Plan assets
|
594.8
|
|
|
311.9
|
|
|
—
|
|
|
178.7
|
|
|
90.6
|
|
|
13.6
|
|
||||||
Plans with ABO in excess of Plan assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
October 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
$
|
860.9
|
|
|
$
|
806.8
|
|
|
$
|
42.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.5
|
|
Plan assets
|
709.7
|
|
|
698.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.8
|
|
||||||
October 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accumulated benefit obligation
|
$
|
171.1
|
|
|
$
|
28.8
|
|
|
$
|
37.2
|
|
|
$
|
104.6
|
|
|
$
|
—
|
|
|
$
|
0.5
|
|
Plan assets
|
94.7
|
|
|
—
|
|
|
—
|
|
|
94.2
|
|
|
—
|
|
|
0.5
|
|
(in millions)
|
Expected
Benefit
Payments
|
||
Year(s)
|
|
||
2020
|
$
|
59.7
|
|
2021
|
60.2
|
|
|
2022
|
62.0
|
|
|
2023
|
65.6
|
|
|
2024
|
67.2
|
|
|
2025-2029
|
323.6
|
|
Asset Category
|
2020 Target
|
|
2019 Target
|
|
2019 Actual
|
|||
Equity securities
|
29
|
%
|
|
15
|
%
|
|
31
|
%
|
Debt securities
|
55
|
%
|
|
63
|
%
|
|
51
|
%
|
Other
|
16
|
%
|
|
22
|
%
|
|
18
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
For the year ended October 31, 2019
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International |
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
594.8
|
|
|
$
|
311.9
|
|
|
$
|
—
|
|
|
$
|
178.7
|
|
|
$
|
90.6
|
|
|
$
|
13.6
|
|
Actual return on plan assets
|
140.1
|
|
|
93.4
|
|
|
—
|
|
|
35.2
|
|
|
10.7
|
|
|
0.8
|
|
||||||
Expenses paid
|
(5.9
|
)
|
|
(5.1
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||
Foreign currency impact
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
(2.1
|
)
|
|
0.1
|
|
||||||
Employer contributions
|
22.7
|
|
|
21.0
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
0.1
|
|
||||||
Benefits paid out of plan
|
(57.8
|
)
|
|
(46.1
|
)
|
|
—
|
|
|
(6.3
|
)
|
|
(4.9
|
)
|
|
(0.5
|
)
|
||||||
Acquisitions
|
323.6
|
|
|
323.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Fair value of plan assets at end of year
|
$
|
1,017.0
|
|
|
$
|
698.7
|
|
|
$
|
—
|
|
|
$
|
209.8
|
|
|
$
|
94.5
|
|
|
$
|
14.0
|
|
For the year ended October 31, 2018
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International |
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Change in plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of year
|
$
|
568.6
|
|
|
$
|
268.6
|
|
|
$
|
—
|
|
|
$
|
188.9
|
|
|
$
|
97.5
|
|
|
$
|
13.6
|
|
Actual return on plan assets
|
(8.7
|
)
|
|
(12.9
|
)
|
|
—
|
|
|
3.2
|
|
|
(0.1
|
)
|
|
1.1
|
|
||||||
Expenses paid
|
(1.7
|
)
|
|
(1.0
|
)
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||||
Plan participant contributions
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
||||||
Foreign currency impact
|
(6.9
|
)
|
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|
(1.8
|
)
|
|
(0.5
|
)
|
||||||
Employer contributions
|
81.7
|
|
|
80.0
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
0.1
|
|
||||||
Benefits paid out of plan
|
(38.4
|
)
|
|
(22.8
|
)
|
|
—
|
|
|
(9.8
|
)
|
|
(5.2
|
)
|
|
(0.6
|
)
|
||||||
Fair value of plan assets at end of year
|
$
|
594.8
|
|
|
$
|
311.9
|
|
|
$
|
—
|
|
|
$
|
178.7
|
|
|
$
|
90.6
|
|
|
$
|
13.6
|
|
|
|
|
|
|
|
|
|
||||||||
As of October 31, 2019 (in millions)
|
Fair Value Measurement
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
25.6
|
|
|
$
|
137.4
|
|
|
$
|
—
|
|
|
$
|
163.0
|
|
Common stock
|
27.6
|
|
|
—
|
|
|
—
|
|
|
27.6
|
|
||||
Cash
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||
Corporate bonds
|
—
|
|
|
134.8
|
|
|
—
|
|
|
134.8
|
|
||||
Government bonds
|
—
|
|
|
39.8
|
|
|
—
|
|
|
39.8
|
|
||||
Other assets
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||
Total Assets in the Fair Value Hierarchy
|
$
|
59.7
|
|
|
$
|
312.2
|
|
|
$
|
—
|
|
|
$
|
371.9
|
|
Investments Measured at Net Asset Value
|
|
|
|
|
|
|
|
|
|||||||
Mutual funds
|
|
|
|
|
|
|
358.5
|
|
|||||||
Insurance contracts
|
|
|
|
|
|
|
130.2
|
|
|||||||
Common stock funds
|
|
|
|
|
|
|
81.5
|
|
|||||||
Corporate bond funds
|
|
|
|
|
|
|
70.8
|
|
|||||||
Government bond funds
|
|
|
|
|
|
|
4.1
|
|
|||||||
Investments at Fair Value
|
$
|
59.7
|
|
|
$
|
312.2
|
|
|
$
|
—
|
|
|
$
|
1,017.0
|
|
|
|
|
|
|
|
|
|
||||||||
As of October 31, 2018 (in millions)
|
Fair Value Measurement
|
||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Mutual funds
|
$
|
63.0
|
|
|
$
|
140.7
|
|
|
$
|
—
|
|
|
$
|
203.7
|
|
Common stock
|
35.9
|
|
|
—
|
|
|
—
|
|
|
35.9
|
|
||||
Cash
|
1.9
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
||||
Corporate bonds
|
—
|
|
|
26.1
|
|
|
—
|
|
|
26.1
|
|
||||
Government bonds
|
—
|
|
|
17.8
|
|
|
—
|
|
|
17.8
|
|
||||
Other assets
|
—
|
|
|
0.8
|
|
|
—
|
|
|
0.8
|
|
||||
Total Assets in the Fair Value Hierarchy
|
$
|
100.8
|
|
|
$
|
185.4
|
|
|
$
|
—
|
|
|
$
|
286.2
|
|
Investments Measured at Net Asset Value
|
|
|
|
|
|
|
|
|
|||||||
Mutual funds
|
|
|
|
|
|
|
44.6
|
|
|||||||
Insurance contracts
|
|
|
|
|
|
|
124.0
|
|
|||||||
Common stock funds
|
|
|
|
|
|
|
42.7
|
|
|||||||
Corporate bond funds
|
|
|
|
|
|
|
97.3
|
|
|||||||
Investments at Fair Value
|
$
|
100.8
|
|
|
$
|
185.4
|
|
|
$
|
—
|
|
|
$
|
594.8
|
|
As of October 31, 2019
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International
|
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net actuarial loss
|
$
|
171.8
|
|
|
$
|
120.5
|
|
|
$
|
19.2
|
|
|
$
|
25.3
|
|
|
$
|
3.1
|
|
|
$
|
3.7
|
|
Unrecognized prior service cost (credit)
|
0.8
|
|
|
(1.0
|
)
|
|
—
|
|
|
3.3
|
|
|
(1.5
|
)
|
|
—
|
|
||||||
Accumulated other comprehensive loss (gain) - Pre-tax
|
$
|
172.6
|
|
|
$
|
119.5
|
|
|
$
|
19.2
|
|
|
$
|
28.6
|
|
|
$
|
1.6
|
|
|
$
|
3.7
|
|
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost
|
$
|
35.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29.0
|
|
|
$
|
3.2
|
|
|
$
|
3.2
|
|
Accrued benefit liability
|
(177.0
|
)
|
|
(132.2
|
)
|
|
(44.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
||||||
Accumulated other comprehensive loss
|
172.6
|
|
|
119.5
|
|
|
19.2
|
|
|
28.6
|
|
|
1.6
|
|
|
3.7
|
|
||||||
Net amount recognized
|
$
|
31.0
|
|
|
$
|
(12.7
|
)
|
|
$
|
(24.9
|
)
|
|
$
|
57.6
|
|
|
$
|
4.8
|
|
|
$
|
6.2
|
|
As of October 31, 2018
|
Consolidated
|
|
United States
|
|
Germany
|
|
United Kingdom
|
|
Netherlands
|
|
Other
International |
||||||||||||
(in millions)
|
|
|
|
|
|
||||||||||||||||||
Unrecognized net actuarial loss
|
$
|
149.7
|
|
|
$
|
82.9
|
|
|
$
|
13.1
|
|
|
$
|
49.5
|
|
|
$
|
1.5
|
|
|
$
|
2.7
|
|
Unrecognized prior service cost (credit)
|
0.7
|
|
|
(1.1
|
)
|
|
—
|
|
|
3.5
|
|
|
(1.7
|
)
|
|
—
|
|
||||||
Accumulated other comprehensive loss (gain) - Pre-tax
|
$
|
150.4
|
|
|
$
|
81.8
|
|
|
$
|
13.1
|
|
|
$
|
53.0
|
|
|
$
|
(0.2
|
)
|
|
$
|
2.7
|
|
Amounts recognized in the Consolidated Balance Sheets consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid benefit cost
|
$
|
10.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2.3
|
|
|
$
|
5.0
|
|
|
$
|
3.1
|
|
Accrued benefit liability
|
(78.0
|
)
|
|
(39.9
|
)
|
|
(38.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Accumulated other comprehensive loss (gain)
|
150.4
|
|
|
81.8
|
|
|
13.1
|
|
|
53.0
|
|
|
(0.2
|
)
|
|
2.7
|
|
||||||
Net amount recognized
|
$
|
82.8
|
|
|
$
|
41.9
|
|
|
$
|
(25.0
|
)
|
|
$
|
55.3
|
|
|
$
|
4.8
|
|
|
$
|
5.8
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
Accumulated other comprehensive loss at beginning of year
|
$
|
150.4
|
|
|
$
|
168.1
|
|
Increase or (decrease) in accumulated other comprehensive loss
|
|
|
|
||||
Net prior service benefit amortized
|
0.1
|
|
|
0.2
|
|
||
Net loss amortized
|
(7.1
|
)
|
|
(11.0
|
)
|
||
Loss recognized due to settlement
|
—
|
|
|
(1.4
|
)
|
||
Prior service credit
|
—
|
|
|
3.3
|
|
||
Liability loss (gain)
|
131.0
|
|
|
(39.2
|
)
|
||
Asset (gain) loss
|
(101.3
|
)
|
|
34.6
|
|
||
Other adjustments
|
—
|
|
|
(2.7
|
)
|
||
Increase (decrease) in accumulated other comprehensive loss
|
$
|
22.7
|
|
|
$
|
(16.2
|
)
|
Foreign currency impact
|
(0.5
|
)
|
|
(1.5
|
)
|
||
Accumulated other comprehensive loss at year end
|
$
|
172.6
|
|
|
$
|
150.4
|
|
October 31, 2019
|
Consolidated
|
|
United States
|
|
South Africa
|
|||
Active participants
|
9
|
|
|
3
|
|
|
6
|
|
Retirees and beneficiaries
|
1,065
|
|
|
986
|
|
|
79
|
|
|
|
|
|
|
|
|||
October 31, 2018
|
Consolidated
|
|
United States
|
|
South Africa
|
|||
Active participants
|
12
|
|
|
5
|
|
|
7
|
|
Retirees and beneficiaries
|
625
|
|
|
542
|
|
|
83
|
|
For the year ended:
|
Consolidated
|
|
United States
|
|
South Africa
|
|||
October 31, 2019
|
3.52
|
%
|
|
2.95
|
%
|
|
9.20
|
%
|
October 31, 2018
|
5.02
|
%
|
|
4.39
|
%
|
|
10.10
|
%
|
|
Year Ended October 31,
|
||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Interest cost
|
$
|
0.5
|
|
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Amortization of prior service benefit
|
(1.3
|
)
|
|
(1.4
|
)
|
|
(1.4
|
)
|
|||
Recognized net actuarial gain
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|||
Net periodic income
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
|
$
|
(1.1
|
)
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
Benefit obligation at beginning of year
|
$
|
10.7
|
|
|
$
|
12.6
|
|
Interest cost
|
0.5
|
|
|
0.5
|
|
||
Actuarial loss (gain)
|
0.5
|
|
|
(1.4
|
)
|
||
Benefits paid
|
(1.0
|
)
|
|
(1.0
|
)
|
||
Acquisition
|
1.5
|
|
|
—
|
|
||
Benefit obligation at end of year
|
$
|
12.2
|
|
|
$
|
10.7
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
Unrecognized net actuarial gain
|
$
|
(2.8
|
)
|
|
$
|
(3.6
|
)
|
Unrecognized prior service credit
|
(0.4
|
)
|
|
(1.6
|
)
|
||
Accumulated other comprehensive income
|
$
|
(3.2
|
)
|
|
$
|
(5.2
|
)
|
|
Medical
|
|
Current trend rate
|
6.3
|
%
|
Ultimate trend rate
|
4.7
|
%
|
Year ultimate trend rate reached (South Africa)
|
2020
|
|
Year ultimate trend rate reached (US)
|
2026
|
|
(in millions)
|
1-Percentage-Point
Increase
|
|
1-Percentage-Point
Decrease
|
||||
Effect on total of service and interest cost components
|
$
|
—
|
|
|
$
|
—
|
|
Effect on post-retirement benefit obligation
|
0.2
|
|
|
(0.2
|
)
|
(in millions)
|
Expected
Benefit
Payments
|
||
Year(s)
|
|
||
2020
|
$
|
1.3
|
|
2021
|
1.3
|
|
|
2022
|
1.2
|
|
|
2023
|
1.1
|
|
|
2024
|
1.0
|
|
|
2025-2029
|
4.2
|
|
|
Year Ended October 31,
|
||||||||||
(in millions, except per share data)
|
2019
|
|
2018
|
|
2017
|
||||||
Numerator
|
|
|
|
|
|
||||||
Numerator for basic and diluted EPS –
|
|
|
|
|
|
||||||
Net income attributable to Greif
|
$
|
171.0
|
|
|
$
|
209.4
|
|
|
$
|
118.6
|
|
Cash dividends
|
104.0
|
|
|
100.0
|
|
|
98.6
|
|
|||
Undistributed net income (loss) attributable to Greif, Inc.
|
$
|
67.0
|
|
|
$
|
109.4
|
|
|
$
|
20.0
|
|
Denominator
|
|
|
|
|
|
||||||
Denominator for basic EPS –
|
|
|
|
|
|
||||||
Class A common stock
|
26.2
|
|
|
25.9
|
|
|
25.8
|
|
|||
Class B common stock
|
22.0
|
|
|
22.0
|
|
|
22.0
|
|
|||
Denominator for diluted EPS –
|
|
|
|
|
|
||||||
Class A common stock
|
26.2
|
|
|
26.0
|
|
|
25.8
|
|
|||
Class B common stock
|
22.0
|
|
|
22.0
|
|
|
22.0
|
|
|||
EPS Basic
|
|
|
|
|
|
||||||
Class A common stock
|
$
|
2.89
|
|
|
$
|
3.56
|
|
|
$
|
2.02
|
|
Class B common stock
|
$
|
4.33
|
|
|
$
|
5.33
|
|
|
$
|
3.02
|
|
EPS Diluted
|
|
|
|
|
|
||||||
Class A common stock
|
$
|
2.89
|
|
|
$
|
3.55
|
|
|
$
|
2.02
|
|
Class B common stock
|
$
|
4.33
|
|
|
$
|
5.33
|
|
|
$
|
3.02
|
|
|
Authorized Shares
|
|
Issued Shares
|
|
Outstanding
Shares
|
|
Treasury Shares
|
||||
October 31, 2019:
|
|
|
|
|
|
|
|
||||
Class A common stock
|
128,000,000
|
|
|
42,281,920
|
|
|
26,257,943
|
|
|
16,023,977
|
|
Class B common stock
|
69,120,000
|
|
|
34,560,000
|
|
|
22,007,725
|
|
|
12,552,275
|
|
October 31, 2018:
|
|
|
|
|
|
|
|
||||
Class A common stock
|
128,000,000
|
|
|
42,281,920
|
|
|
25,941,279
|
|
|
16,340,641
|
|
Class B common stock
|
69,120,000
|
|
|
34,560,000
|
|
|
22,007,725
|
|
|
12,552,275
|
|
|
Year Ended October 31,
|
|||||||
|
2019
|
|
2018
|
|
2017
|
|||
Class A Common Stock:
|
|
|
|
|
|
|||
Basic shares
|
26,189,445
|
|
|
25,915,887
|
|
|
25,820,470
|
|
Assumed conversion of stock options and unvested shares
|
25,666
|
|
|
49,969
|
|
|
2,470
|
|
Diluted shares
|
26,215,111
|
|
|
25,965,856
|
|
|
25,822,940
|
|
Class B Common Stock:
|
|
|
|
|
|
|||
Basic and diluted shares
|
22,007,725
|
|
|
22,007,725
|
|
|
22,009,193
|
|
|
Year Ended October 31,
|
||||||||||
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Rent Expense
|
$
|
86.2
|
|
|
$
|
47.1
|
|
|
$
|
41.0
|
|
(in millions)
|
Operating
Leases
|
Capital Leases
|
||||
Year(s):
|
|
|
||||
2020
|
$
|
64.8
|
|
$
|
1.8
|
|
2021
|
57.0
|
|
1.6
|
|
||
2022
|
48.7
|
|
1.3
|
|
||
2023
|
40.1
|
|
1.0
|
|
||
2024
|
31.6
|
|
0.6
|
|
||
Thereafter
|
117.5
|
|
0.3
|
|
||
Total
|
$
|
359.7
|
|
$
|
6.6
|
|
•
|
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.
|
|
Year Ended October 31, 2019
|
||||||||||||||
(in millions)
|
United States
|
|
Europe, Middle East and Africa
|
|
Asia Pacific and Other Americas
|
|
Total
|
||||||||
Rigid Industrial Packaging & Services
|
$
|
906.3
|
|
|
$
|
1,118.0
|
|
|
$
|
466.3
|
|
|
$
|
2,490.6
|
|
Paper Packaging & Services
|
1,758.8
|
|
|
—
|
|
|
21.2
|
|
|
1,780.0
|
|
||||
Flexible Products & Services
|
35.7
|
|
|
232.4
|
|
|
29.4
|
|
|
297.5
|
|
||||
Land Management
|
26.9
|
|
|
—
|
|
|
—
|
|
|
26.9
|
|
||||
Total net sales
|
$
|
2,727.7
|
|
|
$
|
1,350.4
|
|
|
$
|
516.9
|
|
|
$
|
4,595.0
|
|
|
Year Ended October 31, 2018
|
||||||||||||||
(in millions)
|
United States
|
|
Europe, Middle East and Africa
|
|
Asia Pacific and Other Americas
|
|
Total
|
||||||||
Rigid Industrial Packaging & Services
|
$
|
960.5
|
|
|
$
|
1,147.7
|
|
|
$
|
515.4
|
|
|
$
|
2,623.6
|
|
Paper Packaging & Services
|
898.5
|
|
|
—
|
|
|
—
|
|
|
898.5
|
|
||||
Flexible Products & Services
|
34.0
|
|
|
263.2
|
|
|
27.0
|
|
|
324.2
|
|
||||
Land Management
|
27.5
|
|
|
—
|
|
|
—
|
|
|
27.5
|
|
||||
Total net sales
|
$
|
1,920.5
|
|
|
$
|
1,410.9
|
|
|
$
|
542.4
|
|
|
$
|
3,873.8
|
|
(in millions)
|
2019
|
|
2018
|
|
2017
|
||||||
Operating profit (loss):
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
179.6
|
|
|
183.2
|
|
|
190.1
|
|
|||
Paper Packaging & Services
|
184.3
|
|
|
158.3
|
|
|
93.5
|
|
|||
Flexible Products & Services
|
25.3
|
|
|
19.4
|
|
|
5.8
|
|
|||
Land Management
|
9.9
|
|
|
9.6
|
|
|
10.1
|
|
|||
Total operating profit
|
$
|
399.1
|
|
|
$
|
370.5
|
|
|
$
|
299.5
|
|
|
|
|
|
|
|
||||||
Depreciation, depletion and amortization expense:
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
$
|
76.3
|
|
|
$
|
81.2
|
|
|
$
|
77.0
|
|
Paper Packaging & Services
|
119.3
|
|
|
34.2
|
|
|
31.9
|
|
|||
Flexible Products & Services
|
6.2
|
|
|
6.9
|
|
|
7.0
|
|
|||
Land Management
|
4.3
|
|
|
4.6
|
|
|
4.6
|
|
|||
Total depreciation, depletion and amortization expense
|
$
|
206.1
|
|
|
$
|
126.9
|
|
|
$
|
120.5
|
|
|
|
|
|
|
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
$
|
53.6
|
|
|
$
|
76.8
|
|
|
$
|
57.6
|
|
Paper Packaging & Services
|
81.2
|
|
|
39.2
|
|
|
23.2
|
|
|||
Flexible Products & Services
|
4.8
|
|
|
3.7
|
|
|
2.6
|
|
|||
Land Management
|
0.2
|
|
|
0.4
|
|
|
0.5
|
|
|||
Total segment
|
139.8
|
|
|
120.1
|
|
|
83.9
|
|
|||
Corporate and other
|
17.1
|
|
|
19.0
|
|
|
16.2
|
|
|||
Total capital expenditures
|
$
|
156.9
|
|
|
$
|
139.1
|
|
|
$
|
100.1
|
|
|
|
|
|
|
|
||||||
Assets:
|
|
|
|
|
|
||||||
Rigid Industrial Packaging & Services
|
$
|
2,006.3
|
|
|
$
|
1,963.0
|
|
|
$
|
1,976.7
|
|
Paper Packaging & Services
|
2,686.3
|
|
|
474.3
|
|
|
459.8
|
|
|||
Flexible Products & Services
|
148.2
|
|
|
153.9
|
|
|
163.2
|
|
|||
Land Management
|
348.7
|
|
|
347.2
|
|
|
345.4
|
|
|||
Total segment
|
5,189.5
|
|
|
2,938.4
|
|
|
2,945.1
|
|
|||
Corporate and other
|
237.2
|
|
|
256.4
|
|
|
287.2
|
|
|||
Total assets
|
$
|
5,426.7
|
|
|
$
|
3,194.8
|
|
|
$
|
3,232.3
|
|
(in millions)
|
October 31, 2019
|
|
October 31, 2018
|
||||
Properties, plants and equipment, net:
|
|
|
|
||||
United States
|
$
|
1,295.8
|
|
|
$
|
796.3
|
|
Europe, Middle East, and Africa
|
277.1
|
|
|
276.9
|
|
||
Asia Pacific and other Americas
|
117.4
|
|
|
118.7
|
|
||
Total properties, plants and equipment, net
|
$
|
1,690.3
|
|
|
$
|
1,191.9
|
|
(in millions)
|
Foreign Currency
Translation
|
|
Derivative Financial Instruments
|
|
Minimum
Pension Liability
Adjustment
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||
Balance as of October 31, 2018
|
$
|
(292.8
|
)
|
|
$
|
13.4
|
|
|
$
|
(97.7
|
)
|
|
$
|
(377.1
|
)
|
Other Comprehensive Loss
|
(5.2
|
)
|
|
(26.1
|
)
|
|
(25.3
|
)
|
|
(56.6
|
)
|
||||
Balance as of October 31, 2019
|
$
|
(298.0
|
)
|
|
$
|
(12.7
|
)
|
|
$
|
(123.0
|
)
|
|
$
|
(433.7
|
)
|
(in millions)
|
Foreign Currency
Translation
|
|
Derivative Financial Instruments
|
|
Minimum
Pension Liability
Adjustment
|
|
Accumulated
Other
Comprehensive
Loss
|
||||||||
Balance as of October 31, 2017
|
$
|
(249.3
|
)
|
|
$
|
5.1
|
|
|
$
|
(114.0
|
)
|
|
$
|
(358.2
|
)
|
Other Comprehensive Income (Loss)
|
(43.5
|
)
|
|
8.3
|
|
|
16.3
|
|
|
(18.9
|
)
|
||||
Balance as of October 31, 2018
|
$
|
(292.8
|
)
|
|
$
|
13.4
|
|
|
$
|
(97.7
|
)
|
|
$
|
(377.1
|
)
|
|
2019
|
||||||||||||||
(in millions, except per share amounts)
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
||||||||
Net sales
|
$
|
897.0
|
|
|
$
|
1,213.3
|
|
|
$
|
1,252.6
|
|
|
$
|
1,232.1
|
|
Gross profit
|
$
|
172.8
|
|
|
$
|
248.7
|
|
|
$
|
279.4
|
|
|
$
|
259.0
|
|
Net income(1)
|
$
|
35.8
|
|
|
$
|
21.1
|
|
|
$
|
67.5
|
|
|
$
|
69.8
|
|
Net income attributable to Greif, Inc.(1)
|
$
|
29.7
|
|
|
$
|
13.6
|
|
|
$
|
62.7
|
|
|
$
|
65.0
|
|
Earnings per share
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
$
|
0.51
|
|
|
$
|
0.23
|
|
|
$
|
1.06
|
|
|
$
|
1.09
|
|
Class B Common Stock
|
$
|
0.75
|
|
|
$
|
0.34
|
|
|
$
|
1.59
|
|
|
$
|
1.65
|
|
Diluted:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
$
|
0.51
|
|
|
$
|
0.23
|
|
|
$
|
1.06
|
|
|
$
|
1.09
|
|
Class B Common Stock
|
$
|
0.75
|
|
|
$
|
0.34
|
|
|
$
|
1.59
|
|
|
$
|
1.65
|
|
Earnings per share were calculated using the following number of shares:
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
25,991,433
|
|
|
26,250,460
|
|
|
26,257,943
|
|
|
26,257,943
|
|
||||
Class B Common Stock
|
22,007,725
|
|
|
22,007,725
|
|
|
22,007,725
|
|
|
22,007,725
|
|
||||
Diluted:
|
|
|
|
|
|
|
|
||||||||
Class A Common Stock
|
25,991,433
|
|
|
26,255,112
|
|
|
26,257,943
|
|
|
26,360,148
|
|
||||
Class B Common Stock
|
22,007,725
|
|
|
22,007,725
|
|
|
22,007,725
|
|
|
22,007,725
|
|
||||
Market price (Class A Common Stock):
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
49.28
|
|
|
$
|
41.49
|
|
|
$
|
39.15
|
|
|
$
|
40.59
|
|
Low
|
$
|
31.22
|
|
|
$
|
37.10
|
|
|
$
|
30.74
|
|
|
$
|
30.05
|
|
Close
|
$
|
37.67
|
|
|
$
|
38.59
|
|
|
$
|
34.57
|
|
|
$
|
39.17
|
|
Market price (Class B Common Stock):
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
50.55
|
|
|
$
|
48.57
|
|
|
$
|
47.69
|
|
|
$
|
48.76
|
|
Low
|
$
|
36.87
|
|
|
$
|
42.48
|
|
|
$
|
41.10
|
|
|
$
|
37.96
|
|
Close
|
$
|
43.18
|
|
|
$
|
47.23
|
|
|
$
|
42.39
|
|
|
$
|
47.03
|
|
(in millions)
|
Mandatorily Redeemable Noncontrolling Interest
|
||
Balance as of October 31, 2017
|
$
|
9.2
|
|
Current period mark to redemption value
|
(0.6
|
)
|
|
Balance as of October 31, 2018
|
8.6
|
|
|
Current period mark to redemption value
|
(0.2
|
)
|
|
Balance as of October 31, 2019
|
$
|
8.4
|
|
(in millions)
|
Redeemable Noncontrolling Interest
|
||
Balance as of October 31, 2017
|
$
|
31.5
|
|
Current period mark to redemption value
|
(0.5
|
)
|
|
Redeemable noncontrolling interest share of income and other
|
3.7
|
|
|
Dividends to redeemable noncontrolling interest and other
|
0.8
|
|
|
Balance as of October 31, 2018
|
35.5
|
|
|
Current period mark to redemption value
|
(4.9
|
)
|
|
Repurchase of redeemable shareholder interest
|
(11.9
|
)
|
|
Redeemable noncontrolling interest share of income and other
|
2.3
|
|
|
Dividends to redeemable noncontrolling interest and other
|
0.3
|
|
|
Balance as of October 31, 2019
|
$
|
21.3
|
|
•
|
We tested the effectiveness of controls over the valuation of the customer relationship intangibles, including management’s controls over forecasts of future after-tax cash flows and selection of the discount rate.
|
•
|
We evaluated the reasonableness of management’s forecasts of future after-tax cash flows by comparing the projections to Caraustar’s historical results and peer company historical results.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the following significant valuation assumptions:
|
◦
|
Long-term revenue growth rate through industry and macro-economic benchmarking
|
◦
|
Probability of expected future revenues by evaluating historical customer attrition rates and the competitive landscape in the industry
|
◦
|
Contributory asset charge by analyzing the application of the asset charges, including the required rate of return and estimated fair value of each contributory asset
|
◦
|
Discount rate by developing a range of independent estimates and compared those to the amounts selected by management.
|
•
|
We tested the effectiveness of controls over the valuation of the properties, plants, and equipment, including management’s controls over significant assumptions.
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of the valuation methodology and the following significant valuation assumptions:
|
◦
|
Replacement costs by comparing cost estimates to industry data for individual assets
|
◦
|
Cost indices by comparing these factors to published indices commonly used by appraisers of properties, plants, and equipment
|
◦
|
Depreciation factors through analyzing the age/life method applied in comparison to published physical deterioration curves
|
◦
|
Obsolescence factors applied based on generally accepted valuation practices.
|
•
|
We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the determination of the fair value of the RIPS APAC reporting unit, such as controls related to management’s selection of the valuation multiple, revenue growth rates, and discount rate
|
•
|
We performed a sensitivity analysis of the revenue growth rates, which included the impact of the revenue growth rates on cash flows
|
•
|
We evaluated the reasonableness of management’s revenue growth rates used in the discounted cash flow model by comparing the revenues to historical amounts, historical macroeconomic benchmarking, and future forecasted macro-economic benchmarking
|
•
|
With the assistance of our fair value specialists, we evaluated the reasonableness of (1) the valuation methodology, (2) the long-term revenue growth rate through macroeconomic benchmarking, and (3) the discount rate and valuation multiple by developing a range of independent estimates and comparing those to the amounts selected by management.
|
•
|
Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission;
|
•
|
Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure; and
|
•
|
Our disclosure controls and procedures are effective.
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to allow for the preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements; and
|
•
|
provide reasonable assurance as to the detection of fraud.
|
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC
|
2.2
|
|
|
Current Report on Form 8-K/A dated December 20, 2018, File No. 001-00566 (see Exhibit 2.2 therein)
|
|
|
|
|
|
|
3.1
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 001-00566 (see Exhibit 3(a) therein).
|
|
|
|
|
|
|
3.2
|
|
|
Definitive Proxy Statement on Form 14A dated January 27, 2003, File No. 001-00566 (see Exhibit A therein).
|
|
|
|
|
|
|
3.3
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2007, File No. 001-00566 (see Exhibit 3.1 therein).
|
|
|
|
|
|
|
3.4
|
|
|
Current Report on Form 8-K dated August 29, 2008, File No. 001-00566 (see Exhibit 99.2 therein)
|
|
|
|
|
|
|
3.5
|
|
|
Current Report on Form 8-K dated November 2, 2011, File No. 001-00566 (see Exhibit 99.2 therein)
|
|
|
|
|
|
|
3.6
|
|
|
Current Report on Form 8-K dated September 6, 2013, File No. 001-00566 (see Exhibit 99.3 therein)
|
|
|
|
|
|
|
3.7
|
|
|
Current Report on Form 8-K dated January 10, 2019, File No. 001-00566 (see Exhibit 3.1 therein)
|
|
|
|
|
|
|
4.1
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011, File No. 001-00566 (see Exhibit 99.3 therein).
|
|
|
|
|
|
|
4.2
|
|
|
Current Report on Form 8-K dated February 11, 2019, File No. 001-00566 (see Exhibit 4.1 therein).
|
|
|
|
|
|
|
4.3
|
|
|
Contained herein.
|
|
|
|
|
|
|
10.1*
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006, File No. 001-00566 (see Exhibit 10.2 therein).
|
|
|
|
|
|
|
10.2*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 1999, File No. 001-00566 (see Exhibit 10(i) therein).
|
|
|
|
|
|
|
10.3*
|
|
|
Annual Report on Form 10-K for fiscal year ended October 31, 2007, File No. 001-00566 (see Exhibit 10(f) therein).
|
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC
|
10.4*
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2006, File No. 001-00566 (see Exhibit 10.1 therein).
|
|
|
|
|
|
|
10.5*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2014, File No. 001-00566 (See Exhibit 10.8 therein).
|
|
|
|
|
|
|
10.6*
|
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2018, File No. 001-00566 (See Exhibit 10.8 therein).
|
|
|
|
|
|
10.7*
|
|
|
Definitive Proxy Statement on Form 14A dated January 25, 2002, File No. 001-00566 (see Exhibit B therein).
|
|
|
|
|
|
|
10.8*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2011, File No. 001-00566 (See Exhibit 10(i) therein).
|
|
|
|
|
|
|
10.9*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2013, File No. 001-00566 (See Exhibit 10.10 therein).
|
|
|
|
|
|
|
10.10*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2017, File No. 001-00566 (See Exhibit 10.11 therein).
|
|
|
|
|
|
|
10.11*
|
|
|
Definitive Proxy Statement on Form DEF 14A dated January 26, 2001, File No. 001-00566 (see Exhibit A therein).
|
|
|
|
|
|
|
10.12*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2011, File No. 001-00566 (See Exhibit 10(k) therein).
|
|
|
|
|
|
|
10.13*
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2015, File No. 001-00566 (See Exhibit 10.13.2 therein).
|
|
|
|
|
|
|
10.14*
|
|
|
Definitive Proxy Statement on Form DEF 14A, File No. 001-00566, filed with the Securities and Exchange Commission on January 21, 2005 (see Exhibit A therein).
|
|
|
|
|
|
|
10.15*
|
|
|
Registration Statement on Form S-8, File No. 333-123133 (see Exhibit 4(c) therein).
|
|
|
|
|
|
|
10.16*
|
|
|
Registration Statement on Form S-8, File No. 333-123133 (see Exhibit 4(d) therein).
|
|
|
|
|
|
|
10.17*
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2016, File No. 001-00566 (see Exhibit 10.1 therein).
|
|
|
|
|
|
|
10.18*
|
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008, File No. 001-00566 (see Exhibit 10(cc) therein).
|
|
|
|
|
|
Exhibit
No.
|
|
Description of Exhibit
|
|
If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC
|
10.19
|
|
|
Current Report on Form 8-K dated February 11, 2019, File No. 001-00566 (see Exhibit 10.1 therein)
|
|
|
|
|
|
|
10.20
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010, File No. 001-00566 (see Exhibit 10.2 therein).
|
|
|
|
|
|
|
10.21
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2010, File No. 001-00566 (see Exhibit 10(ee) therein).
|
|
|
|
|
|
|
10.22*
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2013, File No. 001-00566 (see Exhibit 10.1 therein).
|
|
|
|
|
|
|
10.23
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, File No. 001-00566 (see Exhibit 10.1 therein).
|
|
|
|
|
|
|
10.24
|
|
|
Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, File No. 001-00566 (see Exhibit 10.2 therein).
|
|
|
|
|
|
|
10.25
|
|
|
Current Report on Form 8-K dated September 26, 2019, File No. 001-00566 (see Exhibit 99.1 therein)
|
Exhibit
No. |
|
Description of Exhibit
|
|
If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC |
10.26
|
|
|
Contained herein.
|
|
|
|
|
|
|
10.27
|
|
|
Current Report on Form 8-K/A dated April 25, 2019, File No. 001-00566 (see Exhibit 99.1 therein)
|
|
|
|
|
|
|
10.28
|
|
|
Current Report on Form 8-K/A dated April 25, 2019, File No. 001-00566 (see Exhibit 99.2 therein)
|
|
|
|
|
|
|
21
|
|
|
Contained herein.
|
|
|
|
|
|
|
23
|
|
|
Contained herein.
|
|
|
|
|
|
|
24
|
|
|
Annual Report on Form 10-K for the fiscal year ended October 31, 2015, File No. 001-00566 (See Exhibit 24 therein).
|
|
31.1
|
|
|
Contained herein.
|
|
|
|
|
|
|
31.2
|
|
|
Contained herein.
|
|
|
|
|
|
|
32.1
|
|
|
Contained herein.
|
|
|
|
|
|
|
32.2
|
|
|
Contained herein.
|
|
|
|
|
|
|
101
|
|
The following financial statements from the Company’s Annual Report on Form 10-K for the year ended October 31, 2019, formatted in Inline XBRL (Extensive Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidate Balance Sheets, (iii) Consolidated Statements of Cash Flow, (iv) Consolidated Statements of Changes in Shareholders’ Equity and (v) Notes to Consolidated Financial Statements.
|
|
Contained herein.
|
*
|
Executive compensation plans and arrangements required to be filed pursuant to Item 601(b)(10) of Regulation S-K.
|
Schedule
No.
|
|
Description of Schedule
|
|
If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC
|
II
|
|
Consolidated Valuation and Qualifying Accounts and Reserves
|
|
Contained herein.
|
|
|
Greif, Inc.
|
|
|
|
(Registrant)
|
|
Date:
|
December 18, 2019
|
By:
|
/s/ PETER G. WATSON
|
|
|
|
Peter G. Watson
|
|
|
|
President and Chief Executive Officer
|
/s/ PETER G. WATSON
|
|
/s/ LAWRENCE A. HILSHEIMER
|
Peter G. Watson
|
|
Lawrence A. Hilsheimer
|
President and Chief Executive Officer
|
|
Executive Vice President and Chief Financial Officer
|
Member of the Board of Directors
|
|
(principal financial officer)
|
(principal executive officer)
|
|
|
/s/ DAVID C. LLOYD
|
|
MICHAEL J. GASSER*
|
David C. Lloyd
|
|
Michael J. Gasser
|
Vice President, Corporate Financial Controller
|
|
Chairman
|
(principal accounting officer)
|
|
Member of the Board of Directors
|
BRUCE A. EDWARDS*
|
|
DANIEL J. GUNSETT*
|
Bruce A. Edwards
|
|
Daniel J. Gunsett
|
Member of the Board of Directors
|
|
Member of the Board of Directors
|
|
|
|
JOHN F. FINN*
|
|
JOHN W. MCNAMARA*
|
John F. Finn
|
|
John W. McNamara
|
Member of the Board of Directors
|
|
Member of the Board of Directors
|
JUDITH D. HOOK*
|
|
MARK A. EMKES*
|
Judith D. Hook
|
|
Mark A. Emkes
|
Member of the Board of Directors
|
|
Member of the Board of Directors
|
VICKI L. AVRIL-GROVES*
|
|
|
Vicki L. Avril-Groves
|
|
|
Member of the Board of Directors
|
|
|
*
|
The undersigned, Peter G. Watson, by signing his name hereto, does hereby execute this Form 10-K on behalf of each of the above-named persons pursuant to powers of attorney duly executed by such persons and filed as an exhibit to this Form 10-K.
|
By:
|
|
/s/ PETER G. WATSON
|
|
|
Peter G Watson
|
Description
|
Balance at
Beginning of
Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other Accounts
|
|
Deductions
|
|
Balance at End
of Period
|
||||||||||
Year ended October 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
8.8
|
|
|
$
|
0.5
|
|
|
$
|
(0.2
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
8.9
|
|
Environmental reserves
|
$
|
6.8
|
|
|
$
|
1.1
|
|
|
$
|
(1.1
|
)
|
|
$
|
0.3
|
|
|
$
|
7.1
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended October 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
8.9
|
|
|
$
|
0.4
|
|
|
$
|
(4.6
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
4.2
|
|
Environmental reserves
|
$
|
7.1
|
|
|
$
|
1.3
|
|
|
$
|
(1.6
|
)
|
|
$
|
—
|
|
|
$
|
6.8
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended October 31, 2019:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
4.2
|
|
|
$
|
0.6
|
|
|
$
|
2.0
|
|
|
$
|
—
|
|
|
$
|
6.8
|
|
Environmental reserves
|
$
|
6.8
|
|
|
$
|
12.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
18.7
|
|
|
|
ARTICLE I
|
DEFINITIONS
|
Section 1.1
|
Certain Defined Terms 2
|
Section 1.2
|
Other Terms 22
|
Section 1.3
|
Computation of Time Periods 23
|
Section 1.4
|
Times of Day 23
|
Section 1.5
|
Changes in GAAP 23
|
ARTICLE II
|
PURCHASES AND SETTLEMENTS
|
Section 2.1
|
Transfer of Affected Assets; Intended Characterization 23
|
Section 2.2
|
Purchase Price 24
|
Section 2.3
|
Investment Procedures 24
|
Section 2.4
|
Determination of Yield and Rate Periods 26
|
Section 2.5
|
Yield, Fees and Other Costs and Expenses 27
|
Section 2.6
|
Deemed Collections 28
|
Section 2.7
|
Payments and Computations, Etc 28
|
Section 2.8
|
Reports 28
|
Section 2.9
|
Collection Account 28
|
Section 2.10
|
Sharing of Payments, Etc 28
|
Section 2.11
|
Right of Setoff 29
|
Section 2.12
|
Settlement Procedures 29
|
Section 2.13
|
Optional Reduction of Net Investment 30
|
Section 2.14
|
Application of Collections Distributable to SPV 31
|
Section 2.15
|
Collections Held in Trust 31
|
Section 2.16
|
Reduction of Facility Limit 31
|
Section 2.17
|
Increase of Facility Limit 31
|
ARTICLE III
|
ADDITIONAL COMMITTED INVESTOR PROVISIONS
|
Section 3.1
|
Assignment to Committed Investors 31
|
Section 3.2
|
[Reserved] 32
|
Section 3.3
|
Extension of Commitment Termination Date/Non-Renewing
|
ARTICLE IV
|
REPRESENTATIONS AND WARRANTIES
|
Section 4.1
|
Representations and Warranties of the SPV and the
|
ARTICLE V
|
CONDITIONS PRECEDENT
|
Section 5.1
|
Conditions Precedent to Closing 38
|
Section 5.2
|
Conditions Precedent to All Investments and Reinvestments 39
|
ARTICLE VI
|
COVENANTS
|
Section 6.1
|
Affirmative Covenants of the SPV and Servicer 40
|
Section 6.2
|
Negative Covenants of the SPV and Servicer 43
|
ARTICLE VII
|
ADMINISTRATION AND COLLECTIONS
|
Section 7.1
|
Appointment of Servicer 45
|
Section 7.2
|
Duties of Servicer 46
|
Section 7.3
|
Blocked Account Arrangements 46
|
Section 7.4
|
Enforcement Rights 46
|
Section 7.5
|
Servicer Default 47
|
Section 7.6
|
Servicing Fee 48
|
Section 7.7
|
Protection of Ownership Interest of the Investors 48
|
ARTICLE VIII
|
TERMINATION EVENTS
|
Section 8.1
|
Termination Events 48
|
Section 8.2
|
Termination 50
|
ARTICLE IX
|
INDEMNIFICATION; EXPENSES; RELATED MATTERS
|
Section 9.1
|
Indemnities by the SPV 50
|
Section 9.2
|
Indemnities by the Servicer 51
|
Section 9.3
|
Indemnity for Taxes, Reserves and Expenses 52
|
Section 9.4
|
Taxes 53
|
Section 9.5
|
Status of Investors 54
|
Section 9.6
|
Other Costs and Expenses; Breakage Costs 55
|
Section 9.7
|
Mitigation Obligations 55
|
Section 9.8
|
FATCA Compliance 55
|
ARTICLE X
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THE AGENT
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Section 10.1
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Appointment and Authorization of Agent 56
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Section 10.2
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Delegation of Duties 56
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Section 10.3
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Liability of Agents and Managing Agents 56
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Section 10.4
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Reliance by Agent 56
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Section 10.5
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Notice of Termination Event, Potential Termination Event or
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Section 10.6
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Credit Decision; Disclosure of Information by the Agent 57
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Section 10.7
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Indemnification of the Agent 57
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Section 10.8
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Agent in Individual Capacity 57
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Section 10.9
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Resignation of Agents 58
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Section 10.10
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Payments by the Agent 58
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ARTICLE XI
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MISCELLANEOUS
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Section 11.1
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Term of Agreement 58
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Section 11.2
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Waivers; Amendments 58
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Section 11.3
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Notices; Payment Information 58
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Section 11.4
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Governing Law; Submission to Jurisdiction; Appointment
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Section 11.5
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Integration 59
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Section 11.6
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Severability of Provisions 59
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Section 11.7
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Counterparts; Facsimile Delivery 59
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Section 11.8
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Successors and Assigns; Binding Effect 59
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Section 11.9
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Waiver of Confidentiality 61
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Section 11.10
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Confidentiality Agreement 61
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Section 11.11
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No Bankruptcy Petition Against the Conduit Investor 62
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Section 11.12
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No Recourse 62
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Section 11.13
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No Proceedings; Limitations on Payments 62
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Section 11.14
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Amendment and Restatement 62
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Section 11.15
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USA Patriot Act 62
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Section 11.16
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Waiver of Consequential Damages, Etc 62
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Section 11.17
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Acknowledgement Regarding Any Supported QFCs. 63
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Section 11.18
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Acknowledgement and Consent to Bail-In of EEA Financial
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AR
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= the Alternate Rate for such Portion of Investment for such day,
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CPR
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= the CP Rate for such Conduit Investor for such Portion of Investment for such day,
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D
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= 1, and
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I
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= such Portion of Investment for such day;
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(1)
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if the SPV shall have elected to reduce the Net Investment under Section 2.13, the amount of the proposed reduction,
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(2)
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the amount, if any, by which the sum of the Net Investment and Required Reserves shall exceed the Net Pool Balance, together with the amount, if any, by which the Net Investment shall exceed the Maximum Net Investment, and
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(3)
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if such day is on or after the Termination Date, the Net Investment; over
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(a)
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the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
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(b)
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the effects of any Bail-in Action on any such liability, including, if applicable:
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(i)
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a reduction in full or in part or cancellation of any such liability;
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(ii)
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a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or
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(iii)
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the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
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Name of Subsidiary
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Incorporated or Organized
Under Laws of
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United States:
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Caraustar Custom Packaging Group, Inc.
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Delaware
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Caraustar Industrial and Consumer Products Group, Inc.
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Delaware
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Caraustar Recovered Fiber Group, Inc.
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Delaware
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Container Life Cycle Management LLC
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Delaware
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CorrChoice (PA) LLC
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Delaware
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Greif Packaging LLC
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Delaware
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Soterra LLC
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Delaware
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Tama Paperboard, LLC
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Delaware
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Greif Flexibles USA Inc.
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Illinois
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Delta Petroleum Company, Inc.
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Louisiana
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The Newark Group, Inc.
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New Jersey
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Box Board Products, Inc.
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North Carolina
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Caraustar Mill Group, Inc.
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Ohio
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International:
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Greif Algeria Spa
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Algeria
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Greif Argentina S.A.
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Argentina
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Greif Belgium BVBA
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Belgium
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Greif Embalagens Industrialis Do Brasil Ltda
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Brazil
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Caraustar Industrial Canada, Inc.
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Canada
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Greif Bros. Canada Inc.
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Canada
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Greif Embalajes Industriales S.A.
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Chile
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Greif Tianjin Packaging Co. Ltd
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China
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Greif (Shanghai) Packaging Co., Ltd.
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China
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Greif (Taicang) Packaging Co., Ltd.
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China
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Greif Flexibles Changzhou Co. Ltd
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China
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Greif Huizhou Packaging Co., Ltd.
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China
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Greif Czech Republic a.s.
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Czech Republic
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Greif Flexibles France SARL
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France
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Greif France Holdings SAS
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France
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EarthMinded Germany GmbH
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Germany
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Greif Flexibles Germany GmbH & Co. KG
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Germany
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Pachmas Packaging Ltd
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Israel
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Greif Italy SpA
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Italy
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Greif Italy SRL
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Italy
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Greif Malaysia Sdn Bhd
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Malaysia
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Greif Mexico, S.A. de C.V.
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Mexico
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Greif Flexibles Benelux B.V.
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Netherlands
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Greif International Holding B.V.
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Netherlands
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Greif Netherland B.V.
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Netherlands
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Greif Tholu B.V.
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Netherlands
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Greif Poland Sp zoo
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Poland
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Greif Portugal, S.A.
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Portugal
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Greif Kazan LLC
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Russia
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Greif Omsk LLC
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Russia
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Greif Perm LLC
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Russia
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Greif Vologda LLC
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Russia
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Greif Saudi Arabia Ltd.
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Saudi Arabia
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Greif Eastern Packaging Pte. Ltd.
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Singapore
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Greif South Africa Pty Ltd
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South Africa
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Greif Packaging Spain S.L.
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Spain
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Greif Sweden AB
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Sweden
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Greif Mimaysan Ambalaj Sanayi AS
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Turkey
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Greif Flexibles UK Ltd.
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United Kingdom
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Greif UK Ltd.
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United Kingdom
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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Date:
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December 18, 2019
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/s/ Peter G. Watson
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Peter G. Watson
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President and Chief Executive Officer
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(principal executive officer)
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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Date:
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December 18, 2019
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/s/ Lawrence A. Hilsheimer
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Lawrence A. Hilsheimer
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Executive Vice President and Chief Financial Officer
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(principal financial officer)
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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December 18, 2019
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/s/ Peter G. Watson
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Peter G. Watson
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President and Chief Executive Officer
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(1)
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The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date:
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December 18, 2019
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/s/ Lawrence A. Hilsheimer
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Lawrence A. Hilsheimer
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Executive Vice President and Chief Financial Officer
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