GREIF INC, 10-Q filed on 8/29/2019
Quarterly Report
v3.19.2
Cover Page - shares
9 Months Ended
Jul. 31, 2019
Aug. 26, 2019
Document Information [Line Items]    
Document Quarterly Report true  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 425 Winter Road  
Document Transition Report false  
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jul. 31, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q3  
Entity Registrant Name GREIF INC  
Entity Central Index Key 0000043920  
Current Fiscal Year End Date --10-31  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Address, City or Town Delaware  
Entity Address, State or Province OH  
Entity Address, Postal Zip Code 43015  
Entity File Number 001-00566  
City Area Code 740  
Local Phone Number 549-6000  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Tax Identification Number 31-4388903  
Entity Shell Company false  
Class A Common Stock    
Document Information [Line Items]    
Title of 12(b) Security Class A Common Stock  
Trading Symbol GEF  
Entity Common Stock, Shares Outstanding   26,257,943
Security Exchange Name NYSE  
Class B Common Stock    
Document Information [Line Items]    
Title of 12(b) Security Class B Common Stock  
Trading Symbol GEF-B  
Entity Common Stock, Shares Outstanding   22,007,725
Security Exchange Name NYSE  
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jul. 31, 2019
Jul. 31, 2018
Jul. 31, 2019
Jul. 31, 2018
Net sales $ 1,252.6 $ 1,012.1 $ 3,362.9 $ 2,886.1
Cost of products sold 973.2 795.0 2,662.0 2,302.0
Gross profit 279.4 217.1 700.9 584.1
Selling, general and administrative expenses 138.9 99.4 377.0 305.7
Restructuring charges 9.1 3.7 20.3 13.8
Acquisition-related costs 5.8 0.5 22.2 0.7
Non-cash asset impairment charges 0.0 0.8 2.1 4.1
Gain on disposal of properties, plants and equipment, net (1.3) (1.4) (7.1) (7.5)
Loss on disposal of businesses, net 1.3 0.1 3.0 0.1
Operating profit 125.6 114.0 283.4 267.2
Interest expense, net 34.5 12.1 80.1 38.4
Non-cash pension settlement charges 0.0 0.4 0.0 0.4
Debt extinguishment charges 0.1 0.0 22.0 0.0
Other (income) expense, net (1.1) 4.8 1.0 15.0
Income before income tax expense and equity earnings of unconsolidated affiliates, net 92.1 96.7 180.3 213.4
Income tax expense 26.8 25.7 58.3 31.2
Equity earnings of unconsolidated affiliates, net of tax (2.2) (1.0) (2.4) (1.8)
Net income 67.5 72.0 124.4 184.0
Net income attributable to noncontrolling interests (4.8) (4.3) (18.4) (14.7)
Net income attributable to Greif, Inc. $ 62.7 $ 67.7 $ 106.0 $ 169.3
Class A Common Stock        
Basic earnings per share attributable to Greif, Inc. common shareholders:        
Basic earnings per share attributable to Greif, Inc. common shareholders (usd per share) $ 1.06 $ 1.15 $ 1.80 $ 2.88
Diluted earnings per share attributable to Greif, Inc. common shareholders:        
Diluted earnings per share attributable to Greif, Inc. common shareholders (usd per share) $ 1.06 $ 1.15 $ 1.80 $ 2.88
Weighted-average number of common shares outstanding:        
Weighted-average number of common shares outstanding, basic (shares) 26,257,943 25,941,279 26,166,612 25,907,423
Weighted-average number of common shares outstanding, diluted (shares) 26,257,943 25,941,279 26,166,612 25,907,423
Cash dividends declared per common share:        
Cash dividends declared per common share (usd per share) $ 0.44 $ 0.42 $ 1.32 $ 1.26
Class B Common Stock        
Basic earnings per share attributable to Greif, Inc. common shareholders:        
Basic earnings per share attributable to Greif, Inc. common shareholders (usd per share) 1.59 1.72 2.68 4.31
Diluted earnings per share attributable to Greif, Inc. common shareholders:        
Diluted earnings per share attributable to Greif, Inc. common shareholders (usd per share) $ 1.59 $ 1.72 $ 2.68 $ 4.31
Weighted-average number of common shares outstanding:        
Weighted-average number of common shares outstanding, basic (shares) 22,000,000.0 22,000,000.0 22,000,000.0 22,000,000.0
Weighted-average number of common shares outstanding, diluted (shares) 22,000,000.0 22,000,000.0 22,000,000.0 22,000,000.0
Cash dividends declared per common share:        
Cash dividends declared per common share (usd per share) $ 0.66 $ 0.63 $ 1.97 $ 1.88
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($)
$ in Millions
3 Months Ended 9 Months Ended
Jul. 31, 2019
Jul. 31, 2018
Jul. 31, 2019
Jul. 31, 2018
Statement of Comprehensive Income [Abstract]        
Net income $ 67.5 $ 72.0 $ 124.4 $ 184.0
Other comprehensive income (loss), net of tax:        
Foreign currency translation (0.9) (35.9) (10.4) (23.8)
Derivative financial instruments (5.0) 2.2 (20.7) 7.5
Minimum pension liabilities 2.3 15.6 2.2 17.4
Other comprehensive income (loss), net of tax (3.6) (18.1) (28.9) 1.1
Comprehensive income 63.9 53.9 95.5 185.1
Comprehensive income attributable to noncontrolling interests 6.1 1.0 18.7 11.8
Comprehensive income attributable to Greif, Inc. $ 57.8 $ 52.9 $ 76.8 $ 173.3
v3.19.2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($)
$ in Millions
Jul. 31, 2019
Oct. 31, 2018
Current assets    
Cash and cash equivalents $ 75.8 $ 94.2
Trade accounts receivable, less allowance of $7.3 in 2019 and $4.2 in 2018 720.3 456.7
Inventories:    
Raw materials 274.0 203.9
Work-in-process 12.9 10.0
Finished goods 126.6 75.6
Assets held for sale 2.8 4.4
Prepaid expenses 50.2 39.8
Other current assets 79.2 92.1
Total current assets 1,341.8 976.7
Long-term assets    
Goodwill 1,561.9 776.0
Other intangible assets, net of amortization 794.3 80.6
Deferred tax assets 15.3 7.9
Assets held by special purpose entities 50.9 50.9
Pension asset 12.1 10.4
Other long-term assets 98.1 100.4
Total long term assets, excluding properties, plants and equipment 2,532.6 1,026.2
Properties, plants and equipment    
Timber properties, net of depletion 272.5 274.2
Land 178.9 96.4
Buildings 527.8 431.4
Machinery and equipment 1,907.7 1,554.9
Capital projects in progress 168.2 117.2
Properties, plants and equipment, gross 3,055.1 2,474.1
Accumulated depreciation (1,377.1) (1,282.2)
Properties, plants and equipment, net 1,678.0 1,191.9
Total assets 5,552.4 3,194.8
Current liabilities    
Accounts payable 458.5 403.8
Accrued payroll and employee benefits 125.9 114.4
Restructuring reserves 11.4 4.4
Current portion of long-term debt 83.7 18.8
Short-term borrowings 8.8 7.3
Other current liabilities 148.7 121.5
Total current liabilities 837.0 670.2
Long-term liabilities    
Long-term debt 2,786.0 884.1
Deferred tax liabilities 347.4 179.8
Pension liabilities 134.7 78.0
Postretirement benefit obligations 10.8 10.7
Liabilities held by special purpose entities 43.3 43.3
Contingent liabilities and environmental reserves 18.9 6.8
Mandatorily redeemable noncontrolling interests 8.4 8.6
Long-term income tax payable 44.0 46.1
Other long-term liabilities 123.8 77.5
Total long-term liabilities 3,517.3 1,334.9
Commitments and contingencies (Note 13)
Redeemable noncontrolling interests (Note 17) 22.5 35.5
Equity    
Common stock, without par value 162.6 150.5
Treasury stock, at cost (134.8) (135.4)
Retained earnings 1,499.1 1,469.8
Accumulated other comprehensive income (loss), net of tax:    
Foreign currency translation (303.5) (292.8)
Derivative financial instruments (7.3) 13.4
Minimum pension liabilities (95.5) (97.7)
Total Greif, Inc. shareholders' equity 1,120.6 1,107.8
Noncontrolling interests 55.0 46.4
Total shareholders' equity 1,175.6 1,154.2
Total liabilities and shareholders' equity $ 5,552.4 $ 3,194.8
v3.19.2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($)
$ in Millions
Jul. 31, 2019
Oct. 31, 2018
Statement of Financial Position [Abstract]    
Allowance of trade accounts receivable $ 7.3 $ 4.2
v3.19.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($)
$ in Millions
9 Months Ended
Jul. 31, 2019
Jul. 31, 2018
Cash flows from operating activities:    
Net income $ 124.4 $ 184.0
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation, depletion and amortization 146.8 96.5
Non-cash asset impairment charges 2.1 4.1
Non-cash pension settlement charges 0.0 0.4
Gain on disposals of properties, plants and equipment, net (7.1) (7.5)
Loss on disposals of businesses, net 3.0 0.1
Unrealized foreign exchange loss 2.6 1.2
Deferred income tax benefit (12.7) (69.6)
Transition tax expense 2.4 35.9
Debt extinguishment charges 14.0 0.0
Other, net 5.4 (1.5)
Increase (decrease) in cash from changes in certain assets and liabilities:    
Trade accounts receivable 5.5 (35.6)
Inventories (20.8) (60.7)
Deferred purchase price on sold receivables (6.9) (32.3)
Accounts payable (37.2) 24.0
Restructuring reserves 7.0 0.0
Pension and postretirement benefit liabilities (10.7) (70.6)
Other, net (23.7) (12.6)
Net cash provided by operating activities 194.1 55.8
Cash flows from investing activities:    
Acquisitions of companies, net of cash acquired (1,857.9) 0.0
Purchases of properties, plants and equipment (103.8) (92.0)
Purchases of and investments in timber properties (4.1) (6.6)
Proceeds from the sale of properties, plants, equipment and other assets 13.8 11.5
Proceeds from the sale of businesses 3.9 1.4
Proceeds from insurance recoveries 0.2 0.0
Net cash used in investing activities (1,947.9) (85.7)
Cash flows from financing activities:    
Proceeds from issuance of long-term debt 3,470.7 784.6
Payments on long-term debt (1,577.8) (706.2)
Payments on current portion of long-term debt (18.9) 0.0
Proceeds on short-term borrowings, net 3.3 0.0
Payments on short-term borrowings, net 0.0 (8.9)
Proceeds from trade accounts receivable credit facility 59.0 2.8
Payments on trade accounts receivable credit facility (59.4) (2.8)
Dividends paid to Greif, Inc. shareholders (77.9) (74.0)
Dividends paid to noncontrolling interests (9.2) (4.5)
Payments for debt extinguishment and issuance costs (44.1) 0.0
Purchases of redeemable noncontrolling interest (11.9) 0.0
Cash contribution from noncontrolling interest holder 1.6 0.0
Net cash provided (used) by financing activities 1,735.4 (9.0)
Effects of exchange rates on cash 0.0 (2.5)
Net decrease in cash and cash equivalents (18.4) (41.4)
Cash and cash equivalents at beginning of period 94.2 142.3
Cash and cash equivalents at end of period $ 75.8 $ 100.9
v3.19.2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
9 Months Ended
Jul. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
The fiscal year of Greif, Inc. and its subsidiaries (the “Company”) begins on November 1 and ends on October 31 of the following year. Any references to the year 2019 or 2018, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.
The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheets as of July 31, 2019 and October 31, 2018, the interim condensed consolidated statements of income and comprehensive income for the three and nine months ended July 31, 2019 and 2018 and the interim condensed consolidated statements of cash flows for the nine months ended July 31, 2019 and 2018 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling influence and are accounted for using either the equity or cost method, as appropriate.
The unaudited interim condensed consolidated financial statements included in the Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2018 (the “2018 Form 10-K”).
Newly Adopted Accounting Standards
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in ASC 605, "Revenue Recognition." This new revenue standard introduces a five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new revenue standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The Company adopted the ASU, and all of the related amendments, using the modified retrospective method on November 1, 2018. The adoption of the ASU and related amendments did not impact the Company’s financial position, results of operations, comprehensive income, cash flows or disclosures, other than as discussed in this paragraph and disclosed within Note 2 to the interim condensed consolidated financial statements. Additionally, no cumulative effect adjustment was recorded to opening retained earnings as of November 1, 2018. Based on current operations, the Company does not expect a material impact on an ongoing basis as a result of the adoption of the new standard. See Note 2 to the interim condensed consolidated financial statements for additional disclosures related to revenue from contracts with customers.
In August of 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)," which amends the classification of certain cash receipts and cash payments on the statement of cash flows. This update clarifies guidance on eight specific cash flow items. The ASU requires the beneficial interests obtained through securitization of financial assets be disclosed as a non-cash activity and cash receipts from beneficial interests be classified as cash inflows from investing activities. Under previous guidance, the Company classified cash receipts from beneficial interests in securitized receivables and cash payments resulting from debt prepayment or extinguishment as cash flows from operating activities. The amendments in this update are required to be applied using a retrospective approach, excluding amendments for which retrospective application is impractical. On November 1, 2018, the Company adopted the provisions of ASU 2016-15 on a retrospective basis with the exception of the Company's beneficial interests obtained through securitization of financial assets, for which the Company adopted this update on a prospective basis due to the impracticality of the retrospective basis. The adoption of this update did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures for the periods presented.
In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)," which improves the accounting for income tax consequences of intra-entity transfers of assets other than inventory. This update requires transferring entities to recognize a current tax expense or benefit at the time of transfer and receiving entities to recognize a corresponding deferred tax asset or liability. The Company adopted this standard on November 1, 2018 using a modified retrospective approach. The adoption of this update resulted in a reclassification of approximately $15.1 million from "Prepaid Tax Assets" to "Retained Earnings", offset by the establishment of a deferred tax asset of $13.0 million for a net impact on retained earnings of $2.1 million as of November 1, 2018. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures, other than the impact discussed above.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. The Company adopted this standard effective November 1, 2018 on a prospective basis. The Company applied this guidance to its respective acquisitions of Caraustar Industries, Inc. and its subsidiaries ("Caraustar") and Tholu B.V. and its wholly owned subsidiary A. Thomassen Transport B.V. (collectively “Tholu”), which qualified as business combinations. See Note 3 to the interim condensed consolidated financial statements for additional disclosures related to these acquisitions. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures, other than the impact discussed above.
Recently Issued Accounting Standards
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which amends the lease accounting and disclosure requirements in ASC 840, "Leases." The objective of this update is to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. This ASU will require the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous GAAP. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements (ASU 2018-11)," which permits companies to initially apply the new leases standard at the adoption date and not restate periods prior to adoption. The Company plans to adopt ASU 2018-11 on November 1, 2019, and as a result, will not adjust its comparative period financial information or make the new required lease disclosures for periods before the effective date. The Company is currently in the process of collecting and evaluating all of its leases, which primarily consist of equipment and real estate leases, as well as implementing a technology tool to assist with the accounting and reporting requirements of the new standard. The Company also plans to update its processes and controls around leases. The Company will adopt the standard effective November 1, 2019 and expects to elect certain available transitional practical expedients. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures, but does expect to recognize a significant liability and corresponding asset associated with in-scope operating leases.
v3.19.2
REVENUE
9 Months Ended
Jul. 31, 2019
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
The Company generates substantially all of its revenue by providing its customers with industrial packaging products serving a variety of end markets. The Company may enter into fixed term sale agreements, including multi-year master supply agreements which outline the terms under which the Company does business. The Company also sells to certain customers solely based on purchase orders. As master supply agreements do not typically include fixed volumes, customers generally purchase products pursuant to purchase orders or other communications that are short-term in nature. The Company has concluded for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement.
A performance obligation is considered an individual unit sold. Contracts or purchase orders with customers could include a single type of product or it could include multiple types or specifications of products. Regardless, the contracted price with the customer is agreed at the individual product level outlined in the customer contracts or purchase orders. The Company does not bundle prices. Negotiations with customers are based on a variety of factors including the level of anticipated contractual volume, geographic location, complexity of the product, key input costs and a variety of other factors. The Company has concluded that prices negotiated with each individual customer are representative of the stand-alone selling price of the product.
The Company typically satisfies the obligation to provide packaging to customers at a point in time when control is transferred to customers. The point in time when control of goods is transferred is largely dependent on delivery terms. Revenue is recorded at the time of shipment for delivery terms designated shipping point. For sales transactions designated destination, revenue is
recorded when the product is delivered to the customer’s delivery site. Purchases by the Company’s customers are generally manufactured and shipped with minimal lead time; therefore, performance obligations are generally settled shortly after manufacturing and shipment.
The Company manufactures certain products that have no alternative use to the Company once they are printed or manufactured to customer specifications; however, in the majority of cases, the Company does not have an enforceable right to payment that includes a reasonable profit for custom products at all times in the manufacturing process, and therefore revenue is recognized at the point in time at which control transfers. As revenue recognition is dependent upon individual contractual terms, the Company will continue its evaluation of any new or amended contracts entered into.
Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring goods or providing services. Standalone selling prices for each performance obligation are generally stated in the contract. When the Company offers variable consideration in the form of volume rebates to customers, it estimates the amount of revenue to which it is expected to be entitled to based on contract terms and historical experience of actual results, and includes the estimate in the transaction price, limited to the amount which is probable will not result in reversal of cumulative revenue recognized when the variable consideration is resolved. The Company provides prompt pay discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are treated as a reduction of revenue and are determinable within a short period of the sale.
Contract Balances
Contract liabilities relate primarily to prepayments received from the Company’s customers before revenue is recognized and before volume rebates to customers. These amounts are included in other current liabilities in the interim condensed consolidated balance sheets. The Company does not have any material contract assets.
Practical Expedients
The Company’s contracts generally include standard commercial payment terms generally acceptable in each region. Customer payment terms are typically less than one year and as such, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price.
Taxes collected from customers and remitted to governmental authorities are excluded from net sales.
Costs to obtain a contract are generally immaterial, but the Company has elected the practical expedient to expense these costs as incurred if the amortization period of the capitalized cost would be one year or less.
The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the Company's contracts typically have a term of one year or less.
Freight charged to customers is included in net sales in the income statement. For shipping and handling activities performed after a customer obtains control of the goods, the Company has elected to account for these costs as activities to fulfill the promise to transfer the goods; therefore, these activities are not assessed as separate performance obligations.
Disaggregation of Revenues
The Company's contracts with customers are broadly similar in nature throughout its reportable segments, but the amount, timing and uncertainty of revenue and cash flows may vary in each reportable segment due to geographic factors. See Note 16 to the interim condensed consolidated financial statements for additional disclosures of revenue disaggregated by geography for each reportable segment.
v3.19.2
ACQUISITIONS AND DIVESTITURES
9 Months Ended
Jul. 31, 2019
Business Combinations [Abstract]  
ACQUISITIONS AND DIVESTITURES ACQUISITIONS AND DIVESTITURES
Acquisitions
The Company accounts for acquisitions in accordance with ASC 805, "Business Combinations". The estimated fair values of all assets acquired and liabilities assumed in the acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date.
Tholu Acquisition
On June 11, 2019, the Company completed its acquisition of Tholu (the “Tholu Acquisition”). Tholu is a Netherlands-based leader in IBC rebottling, reconditioning and distribution.
The total purchase price for this acquisition, net of cash acquired was $52.2 million, of which $25.1 million was paid upon closing and the remaining $29.2 million was deferred according to a set payment schedule. The current portion of the deferred obligation is $2.5 million, recorded in Other Current Liabilities, and the remaining $26.7 million has been recorded in Other Long-Term Liabilities within the condensed consolidated balance sheets. The legal form of the Tholu Acquisition is a joint venture with the former Tholu owner, but due to the economic structure of the transaction the Company is deemed to be the 100% economic owner and, under GAAP the Company will record and report 100% of all future income or loss.
The following table summarizes the consideration transferred to acquire Tholu and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
(in millions)
Initial Purchase Price Allocation
Fair value of consideration transferred
 
Cash consideration
$
25.1

Deferred payments
29.2

Cash received
$
(2.1
)
Total consideration
$
52.2

 
 
Recognized amounts of identifiable assets acquired and liabilities assumed
 
Accounts receivable
7.3

Inventories
3.0

Intangibles
24.1

Properties, plants and equipment
6.4

Other assets
1.2

Total assets acquired
42.0

 
 
Accounts payable
(4.0
)
Capital lease obligations
(1.7
)
Long-term deferred tax liability
(5.4
)
Other liabilities
(1.0
)
Total liabilities assumed
(12.1
)
Total identifiable net assets
$
29.9

Goodwill
$
22.3

The Company recognized goodwill related to this acquisition of $22.3 million. The goodwill recognized in this acquisition is attributable to the acquired assembled workforce, economies of scale, vertical integration and new market penetration. Tholu is reported within the Rigid Industrial Packaging & Services segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes.
Acquired property, plant and equipment will be depreciated over its estimated remaining useful lives on a straight-line basis.
Acquired intangible assets will be amortized over the estimated useful lives, primarily on a straight-line basis. The following table summarizes the preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired:
(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

 
The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed, including income taxes and contingencies. The Company expects to finalize these amounts within one year of the acquisition date. The current preliminary estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition. 
Caraustar Acquisition

On February 11, 2019, the Company completed its acquisition of Caraustar (the "Caraustar Acquisition"), a leader in the production of uncoated recycled paperboard and coated recycled paperboard, with a variety of applications that include tubes and cores and a diverse mix of specialty products. The total purchase price for this acquisition, net of cash acquired, was $1,834.9 million. The Company incurred transaction costs of $62.1 million to complete this acquisition. Of this amount, $34.0 million was recognized immediately in the condensed consolidated statements of income and the remaining $28.1 million in transaction costs was capitalized in accordance with ASC 470, "Debt", and is presented as part of the condensed consolidated balance sheet ($18.7 million within Long-Term Debt and $9.4 million within Other Long-Term Assets).
The following table summarizes the consideration transferred to acquire Caraustar and the current preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date, as well as adjustments made during the three months ended July 31, 2019.
(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

(1.2
)
102.7

Prepaid and other current assets
21.5

(0.5
)
21.0

Intangibles
717.1

8.4

725.5

Other long-term assets
1.3

0.5

1.8

Properties, plants and equipment
521.3

(11.3
)
510.0

Total assets acquired
1,512.1

(4.1
)
1,508.0

 
 
 
 
Accounts payable
(99.5
)

(99.5
)
Accrued payroll and employee benefits
(42.9
)

(42.9
)
Other current liabilities
(21.8
)
(0.7
)
(22.5
)
Long-term deferred tax liability
(185.7
)
0.8

(184.9
)
Pension and postretirement obligations
(67.1
)

(67.1
)
Other long-term liabilities
(12.7
)
(12.9
)
(25.6
)
Total liabilities assumed
(429.7
)
(12.8
)
(442.5
)
Total identifiable net assets
$
1,082.4

$
(16.9
)
$
1,065.5

Goodwill
$
752.5

$
16.9

$
769.4


(1) The measurement adjustments were primarily due to refinement to third party appraisals and carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments resulted in a net $16.9 million increase to Goodwill. The measurement adjustments recorded in 2019 did not have a significant impact on our condensed consolidated statements of income for the three and nine months ended July 31, 2019.

The Company recognized goodwill related to this acquisition of $769.4 million. The goodwill recognized in this acquisition is attributable to the acquired assembled workforce, expected synergies, and economies of scale, none of which qualify for recognition as a separate intangible asset. Caraustar is reported within the Paper Packaging & Services segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes.
Acquired property, plant and equipment will be depreciated over its estimated remaining useful lives on a straight-line basis.
The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the follow-on revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair value of the trade name intangible assets were determined utilizing the relief from royalty method which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade names and discounted to present value using an appropriate discount rate. 
Acquired intangible assets will be amortized over the estimated useful lives, primarily on a straight-line basis. The following table summarizes the current preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired:
(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

 

Caraustar's results of operations have been included in the Company's financial statements for the period subsequent to the acquisition date of February 11, 2019. Caraustar contributed net sales of $320.3 million and $613.7 million for the three and nine months ended July 31, 2019, respectively.
The following unaudited supplemental pro forma data presents consolidated information as if the acquisition had been completed on November 1, 2017. These amounts were calculated after adjusting Caraustar's results to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2017, the adjusted tax expense, and related transaction costs of $34.0 million. These adjustments also include an additional charge of $9.0 million in the nine month period ended July 31, 2018 for the fair value adjustment for inventory acquired.
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
(in millions, except per share amounts)
2019
 
2018
 
2019
 
2018
Pro forma net sales
$
1,252.6

 
$
1,367.3

 
$
3,726.6

 
$
3,897.9

Pro forma net (loss) income attributable to Greif, Inc.
$
62.7

 
$
70.2

 
$
90.8

 
$
114.8

Basic earnings per share attributable to Greif, Inc. common shareholders:
 
 
 
 
 
 
 
Class A common stock
$
1.06

 
$
1.19

 
$
1.54

 
$
1.95

Class B common stock
$
1.59

 
$
1.79

 
$
2.30

 
$
2.92

Diluted earnings per share attributable to Greif, Inc. common shareholders:
 
 
 
 
 
 
 
Class A common stock
$
1.06

 
$
1.19

 
$
1.54

 
$
1.95

Class B common stock
$
1.59

 
$
1.79

 
$
2.30

 
$
2.92


The unaudited supplemental pro forma financial information is based on the Company's preliminary assignment of purchase price and therefore subject to adjustment upon finalizing the purchase price assignment. The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results. The pro forma results do not include the Tholu Acquisition, as the impact of this acquisition is not material to prior year results of operations.
Divestitures
For the nine months ended July 31, 2019, the Company completed two divestitures of non-U.S. businesses in the Rigid Industrial Packaging & Services segment, liquidated one non-strategic non-U.S. business in the Rigid Industrial Packaging & Services segment, and deconsolidated one wholly-owned non-U.S. business in the Rigid Industrial Packaging & Services segment. The loss on disposal of businesses was $3.0 million for the nine months ended July 31, 2019. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the nine months ended July 31, 2019 were $0.8 million. Proceeds from divestitures that were completed in fiscal year 2016 and collected during the nine months ended July 31, 2019 were $1.6 million.
For the nine months ended July 31, 2018 , the Company completed no divestitures. Proceeds from divestitures that were completed in fiscal year 2017 and collected during the nine months ended July 31, 2018 were $0.5 million. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the nine months ended July 31, 2018 were $0.9 million. The Company had $2.9 million of notes receivable recorded from the sale of businesses.
None of the above-referenced divestitures in 2019 or 2018 qualified as discontinued operations as they do not, individually or in the aggregate, represent a strategic shift that has had a major impact on the Company's operations or financial results.
v3.19.2
SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
9 Months Ended
Jul. 31, 2019
Receivables [Abstract]  
SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
In 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 17, 2019, the Main SPV and Seller amended and extended the term of the existing European RPA through April 17, 2020. On June 17, 2019, the Main SPV and Seller entered into an agreement to replace the European RPA with the Nieuw Amsterdam Receivables Financing Agreement (the "European RFA"). The European RFA provides an accounts receivable financing facility of up to €100.0 million ($111.4 million as of July 31, 2019) secured by certain European accounts receivable. The $106.4 million outstanding on the European RFA as of July 31, 2019 is reported as long-term debt in the interim condensed consolidated balance sheet because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.
During the first quarter of 2019, a parent-level guarantee was added to the European RPA and Singapore RPA (as such term is defined below). During the third quarter of 2019, in conjunction with execution of the European RFA, the parent level guarantee was removed for the European RFA. The $4.9 million outstanding on the Singapore RPA as of July 31, 2019 is reported as long-term debt in the interim condensed consolidated balance sheet because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.
Under the previous European RPA, as amended, the maximum amount of receivables that could be sold and outstanding under the European RPA at any time was €100 million ($111.4 million as of July 31, 2019). Under the terms of the European RPA, the Company had the ability to loan excess cash to the Purchasing Bank Affiliates in the form of the subordinated loan receivable.
Under the terms of the previous European RPA, the Company had agreed to sell trade receivables meeting certain eligibility requirements that the Seller had purchased from other indirect wholly-owned subsidiaries of the Company under a factoring agreement. Prior to November 1, 2018, the structure of the transactions provided for a legal true sale, on a revolving basis, of the receivables transferred from the Company's various subsidiaries to the respective Purchasing Bank Affiliates. The purchaser funded an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price was settled upon collection of these receivables.
In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($10.9 million as of July 31, 2019).
Under the terms of the Singapore RPA, the Company has agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of those receivables.
Prior to November 1, 2018, the Company removed from accounts receivable the amount of proceeds received from the initial purchase price since they met the applicable criteria of ASC 860, “Transfers and Servicing,” and the Company continued to recognize the deferred purchase price in other current assets or other current liabilities on the Company’s interim condensed consolidated balance sheets, as appropriate. The receivables were sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates. The cash initially received, along with the deferred purchase price, related to the sale or ultimate collection of the underlying receivables and was not subject to significant other risks given their short term nature. Therefore, the Company reflected all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s interim condensed consolidated statements of cash flows.
The Company performs collection and administrative functions on the receivables related to the European RPA, the European RFA and the Singapore RPA similar to the procedures it uses for collecting all of its receivables. The servicing liability for these receivables is not material to the interim condensed consolidated financial statements.
v3.19.2
ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET
9 Months Ended
Jul. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]  
ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET
As of July 31, 2019, there were two asset groups within the Rigid Industrial Packaging & Services segment classified as assets held for sale, one asset group within the Paper Packaging & Services segment classified as assets held for sale, and two corporate asset groups classified as assets held for sale. The assets held for sale are being marketed for sale, and it is the Company’s intention to complete the sales within twelve months following their initial classification as held for sale.
As of October 31, 2018, there were two asset groups in the Rigid Industrial Packaging & Services segment classified as assets held for sale and one asset group within the Paper Packaging & Services segment classified as assets held for sale.
For the three months ended July 31, 2019, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.3 million. This included disposals of assets in the Flexible Packaging & Services segment that resulted in losses of $0.1 million, and special use property sales that resulted in gains of $1.4 million in the Land Management segment. The Company has $4.5 million of notes receivable recorded from the sale of properties, plants and equipment.
For the nine months ended July 31, 2019, the Company recorded a gain on disposal of properties, plants and equipment, net of $7.1 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.2 million, disposals of assets in the Flexible Packaging & Services segment that resulted in gains of $5.0 million, and special use property sales that resulted in gains of $1.9 million in the Land Management segment.
For the three months ended July 31, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.4 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.7 million and special use property sales that resulted in gains of $0.7 million in the Land Management segment.
For the nine months ended July 31, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $7.5 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $5.2 million and special use property sales that resulted in gains of $2.3 million in the Land Management segment.
v3.19.2
GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Jul. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the nine months ended July 31, 2019:
(in millions)
Rigid
Industrial
Packaging
& Services
 
Paper
Packaging
& Services
 
Total
Balance at October 31, 2018
$
716.5

 
$
59.5

 
$
776.0

Goodwill acquired
22.3

 
769.4

 
791.7

Currency translation
(5.8
)
 

 
(5.8
)
Balance at July 31, 2019
$
733.0

 
$
828.9

 
$
1,561.9


The Caraustar Acquisition added $769.4 million of goodwill to the Paper Packaging & Services segment and the Tholu Acquisition added $22.3 million of goodwill to the Rigid Industrial Packaging & Services segment. See Note 3 to the interim condensed consolidated financial statements for additional disclosure of goodwill added by these acquisitions.
The following table summarizes the carrying amount of net intangible assets by class as of July 31, 2019 and October 31, 2018:
(in millions)
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
July 31, 2019:
 
 
 
 
 
Indefinite lived:
 
 
 
 
 
Trademarks and patents
$
13.2

 
$

 
$
13.2

Definite lived:
 
 
 
 
 
Customer relationships
891.1

 
135.6

 
755.5

Trademarks, patents and trade names
27.0

 
7.9

 
19.1

Non-compete agreements
2.3

 
0.4

 
1.9

Other
22.0

 
17.4

 
4.6

Total
$
955.6

 
$
161.3

 
$
794.3

(in millions)
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
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


Amortization expense for the three months ended July 31, 2019 and 2018 was $17.1 million and $3.8 million, respectively. Amortization expense for nine months ended July 31, 2019 and 2018 was $35.5 million and $11.5 million, respectively. Amortization expense for the next five years is expected to be $52.9 million in 2019, $69.1 million in 2020, $66.8 million in 2021, $59.2 million in 2022 and $56.4 million in 2023.
The Caraustar Acquisition added $725.5 million of intangibles to the Paper Packaging & Services segment and the Tholu Acquisition added $24.6 million of intangibles to the Rigid Industrial Packaging & Services agreement. See Note 3 to the interim condensed consolidated financial statements for additional disclosure of intangibles added by these acquisitions.
Definite lived intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually, legally determined, or over the period a market participant would benefit from the asset.
v3.19.2
RESTRUCTURING CHARGES
9 Months Ended
Jul. 31, 2019
Restructuring and Related Activities [Abstract]  
RESTRUCTURING CHARGES RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine months ended July 31, 2019:
(in millions)
Employee
Separation
Costs
 
Other
Costs
 
Total
Balance at October 31, 2018
$
4.2

 
$
0.2

 
$
4.4

Costs incurred and charged to expense
18.7

 
1.6

 
20.3

Costs paid or otherwise settled
(12.2
)
 
(1.1
)
 
(13.3
)
Balance at July 31, 2019
$
10.7

 
$
0.7

 
$
11.4


The focus for restructuring activities in 2019 is to optimize and integrate operations in the Paper Packaging & Services segment related to the Caraustar Acquisition and continue to rationalize operations and close underperforming assets in the Rigid Industrial Packaging & Services and the Flexible Products & Services segments.
During the three months ended July 31, 2019, the Company recorded restructuring charges of $9.1 million, as compared to $3.7 million of restructuring charges recorded during the three months ended July 31, 2018. The restructuring activity for the three months ended July 31, 2019 consisted of $8.2 million in employee separation costs and $0.9 million in other restructuring costs.
During the nine months ended July 31, 2019, the Company recorded restructuring charges of $20.3 million, as compared to $13.8 million of restructuring charges recorded during the nine months ended July 31, 2018. The restructuring activity for the nine months ended July 31, 2019 consisted of $18.7 million in employee separation costs and $1.6 million in other restructuring costs.
The following is a reconciliation of the total amounts expected to be incurred from approved restructuring plans or plans that are being formulated and have not been announced as of the date of this Form 10-Q. Remaining amounts expected to be incurred are $18.1 million as of July 31, 2019 compared to $12.0 million as of October 31, 2018. The change was due to the costs incurred or otherwise settled, offset by the formulations of new plans during the period.
(in millions)
Total Amounts
Expected to
be Incurred
 
Amounts Incurred During the nine months ended July 31, 2019
 
Amounts
Remaining
to be Incurred
Rigid Industrial Packaging & Services
 
 
 
 
 
Employee separation costs
$
25.8

 
$
13.6

 
$
12.2

Other restructuring costs
6.5

 
1.4

 
5.1

 
32.3

 
15.0

 
17.3

Flexible Products & Services
 
 
 
 
 
Employee separation costs
0.7

 

 
0.7

Other restructuring costs
0.1

 

 
0.1

 
0.8

 

 
0.8

Paper Packaging & Services
 
 
 
 
 
Employee separation costs
5.0

 
5.0

 

Other restructuring costs
0.2

 
0.2

 

 
5.2

 
5.2

 

Land Management
 
 
 
 
 
Employee separation costs
0.1

 
0.1

 

 
0.1

 
0.1

 

 
$
38.4

 
$
20.3

 
$
18.1


v3.19.2
CONSOLIDATION OF VARIABLE INTEREST ENTITIES
9 Months Ended
Jul. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
CONSOLIDATION OF VARIABLE INTEREST ENTITIES CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIEs quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIEs for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE
is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
Paper Packaging Joint Venture
In 2018, one of the Company's subsidiaries formed a joint venture (referred to herein as the “Paper Packaging JV” or "PPS VIE") with a third party. The Paper Packaging JV has been consolidated into the operations of the Company since its formation date of April 20, 2018.

The Paper Packaging JV is deemed to be a VIE because the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The structure of the Paper Packaging JV has governing provisions that, for purposes of GAAP, are the functional equivalent of a limited partnership whereby the Company is the managing member that makes all the decisions related to the activities that most significantly affect the economic performance of the PPS VIE. In addition, the third party does not have any substantive kick-out rights or substantive participating rights in the Paper Packaging JV. The major factor that led to the conclusion that the Paper Packaging JV is a VIE was that all limited partnerships are considered to be VIEs unless the limited partners have substantive kick-out rights or substantive participating rights.

As of July 31, 2019, the Paper Packaging JV’s net assets consist of zero cash and cash equivalents and properties, plants, and equipment, net of $23.6 million compared to cash and cash equivalents of $2.8 million and properties, plants, and equipment, net of $7.2 million as of October 31, 2018. For the three and nine months ended July 31, 2019 and 2018, there is no net income (loss) as the PPS JV is in the startup phase and has not yet commenced operations.

Flexible Packaging Joint Venture
In 2010, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the “Flexible Packaging JV” or “FPS VIE”) with Dabbagh Group Holding Company Limited and one of its subsidiaries, originally National Scientific Company Limited and now Gulf Refined Packaging for Industrial Packaging Company LTD. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date in 2010.
The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The major factors that led to the conclusion that the Company was the primary beneficiary of this VIE were that (1) the Company has the power to direct the most significant activities due to its ability to direct the operating decisions of the FPS VIE, which power is derived from the significant CEO discretion over the operations of the FPS VIE combined with the Company’s sole and exclusive right to appoint the CEO of the FPS VIE, and (2) the significant variable interest through the Company’s equity interest in the FPS VIE.
All entities contributed to the Flexible Packaging JV were existing businesses acquired by one of the Company's indirect subsidiaries that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V.
The following table presents the Flexible Packaging JV total net assets:
(in millions)
July 31,
2019
 
October 31,
2018
Cash and cash equivalents
$
14.7

 
$
22.2

Trade accounts receivable, less allowance of $0.7 in 2019 and $0.6 in 2018
53.0

 
53.2

Inventories
50.1

 
49.0

Properties, plants and equipment, net
21.4

 
28.8

Other assets
28.3

 
21.5

Total Assets
$
167.5

 
$
174.7

 
 
 
 
Accounts payable
$
26.7

 
$
29.0

Other liabilities
26.8

 
24.8

Total Liabilities
$
53.5

 
$
53.8


Net income attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended July 31, 2019 and 2018 was $2.3 million and $1.8 million, respectively; and for the nine months ended July 31, 2019 and 2018 was $10.8 million and $7.3 million, respectively.
Non-United States Accounts Receivable VIE
As further described in Note 4 to the interim condensed consolidated financial statements, Cooperage Receivables Finance B.V. is a party to the European RFA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and no ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.
Significant Nonstrategic Timberland Transactions
In 2005, the Company sold certain timber properties to Plum Creek Timberlands, L.P. (“Plum Creek”) in a series of transactions that included the creation of two separate legal entities that are now consolidated as separate VIEs. One is an indirect subsidiary of Plum Creek (the “Buyer SPE”), and the other is STA Timber LLC, an indirect wholly owned subsidiary of the Company (“STA Timber”).
As of July 31, 2019 and October 31, 2018, consolidated assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity. For both of the three month periods ended July 31, 2019 and 2018, Buyer SPE recorded interest income of $0.6 million. For both of the nine month periods ended July 31, 2019 and 2018, Buyer SPE recorded interest income of $1.8 million.
As of July 31, 2019 and October 31, 2018, STA Timber had consolidated long-term debt of $43.3 million. For both of the three month periods ended July 31, 2019 and 2018, STA Timber recorded interest expense of $0.5 million. For both of the nine month periods ended July 31, 2019 and 2018, STA Timber recorded interest expense of $1.7 million. The intercompany borrowing arrangement between the two VIEs is eliminated in consolidation. STA Timber is exposed to credit-related losses in the event of nonperformance by an issuer of a deed of guarantee in the transaction.
v3.19.2
LONG-TERM DEBT
9 Months Ended
Jul. 31, 2019
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
Long-term debt is summarized as follows:
(in millions)
July 31, 2019
 
October 31, 2018
2019 Credit Agreement - Term Loans
$
1,633.2

 
$

2017 Credit Agreement - Term Loan

 
277.5

Senior Notes due 2027
494.1

 

Senior Notes due 2021
222.2

 
226.5

Senior Notes due 2019

 
249.1

Accounts receivable credit facilities
261.3

 
150.0

2019 Credit Agreement - Revolving Credit Facility
272.4

 

2017 Credit Agreement - Revolving Credit Facility

 
3.8

Other debt
0.6

 
0.7

 
2,883.8

 
907.6

Less: current portion
83.7

 
18.8

Less: deferred financing costs
14.1

 
4.7

Long-term debt, net
$
2,786.0

 
$
884.1


2019 Credit Agreement
On February 11, 2019, the Company and certain of its subsidiaries entered into an amended and restated senior secured credit agreement (the “2019 Credit Agreement”) with a syndicate of financial institutions. The 2019 Credit Agreement amended, restated,
and replaced in its entirety the prior $800.0 million senior secured credit agreement (the "2017 Credit Agreement"). The Company's obligations under the 2019 Credit Agreement are guaranteed by certain of its U.S. subsidiaries.
The 2019 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $600.0 million multicurrency facility and a $200.0 million U.S. dollar facility, maturing on February 11, 2024, (b) a $1,275.0 million secured term loan A-1 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2024, and (c) a $400.0 million secured term loan A-2 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2026. In addition, the Company has an option to add an aggregate of $700.0 million to the secured revolving credit facility under the 2019 Credit Agreement with the agreement of the lenders.
The Company used borrowings under the 2019 Credit Agreement, together with the net proceeds from the issuance of the Senior Notes due March 1, 2027 (described below), to fund the purchase price of the Caraustar Acquisition, to redeem its $250.0 million Senior Notes due August 1, 2019 (the "Senior Notes due 2019"), to repay outstanding borrowings under the 2017 Credit Agreement, to fund ongoing working capital and capital expenditure needs and for general corporate purposes, and to pay related fees and expenses. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. On February 11, 2019, proceeds from borrowings under the 2019 Credit Agreement were used to pay the obligations outstanding under the 2017 Credit Agreement.
The 2019 Credit Agreement contains certain covenants, which include financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that, at the end of any fiscal quarter, the Company will not permit the ratio of (a) its total consolidated indebtedness, to (b) its consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (as used in this paragraph only, “EBITDA”) to be greater than 4.75 to 1 and stepping down annually by 0.25 increments beginning on July 31, 2020 to 4.00 on July 31, 2023. The interest coverage ratio generally requires that, at the end of any fiscal quarter, the Company will not permit the ratio of (a) its consolidated EBITDA, to (b) its consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1, during the applicable preceding twelve month period.
The terms of the 2019 Credit Agreement contain restrictive covenants, which limit the ability of the Company and its restricted subsidiaries, among other things, to incur additional indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, or make certain investments; create restrictions on the ability of its restricted subsidiaries to pay dividends or make other payments to the Company; create certain liens; transfer or sell certain assets; merge or consolidate; enter into certain transactions with the Company's affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.
The repayment of this facility is secured by a security interest in the personal property of the Company and certain of its U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of the Company's U.S. subsidiaries, and is secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that the Company receives and maintains an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Financial Services LLC, the Company may request the release of such collateral.
The 2019 Credit Agreement provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 2019 Credit Agreement, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency.
As of July 31, 2019, $1,905.6 million was outstanding under the 2019 Credit Agreement. The current portion of such outstanding amount was $83.7 million and the long-term portion was $1,821.9 million. The weighted average interest rate for borrowings under the 2019 Credit Agreement was 4.13% for the nine months ended July 31, 2019. The actual interest rate for borrowings under the 2019 Credit Agreement was 4.08% as of July 31, 2019. The deferred financing costs associated with the term loan portion of the 2019 Credit Agreement totaled $11.4 million as of July 31, 2019 and are recorded as a direct deduction from the balance sheet line Long-Term Debt. The deferred financing costs associated with the revolver portion of the 2019 Credit Agreement totaled $8.4 million as of July 31, 2019 and are recorded within Other Long-Term Assets.
As a result of the refinancing, $0.8 million of unamortized deferred financing costs related to the 2017 Credit Agreement and $5.5 million of newly incurred financing costs related to the 2019 Credit Agreement were expensed as Debt Extinguishment Charges in the interim condensed consolidated statements of income.
Senior Notes due 2027
On February 11, 2019, the Company issued $500.0 million of 6.50% Senior Notes due March 1, 2027 (the "Senior Notes due 2027"). Interest on the Senior Notes due 2027 is payable semi-annually commencing on September 1, 2019. The Company's obligations under the Senior Notes due 2027 are guaranteed by its U.S. subsidiaries that guarantee the 2019 Credit Agreement, as described above. The Company used the net proceeds from the issuance of the Senior Notes due 2027, together with borrowings under the 2019 Credit Agreement, to fund the purchase price of the Caraustar Acquisition, to redeem all of the Senior Notes due 2019, to repay outstanding borrowings under the 2017 Credit Agreement, and to pay related fees and expenses. The deferred financing cost associated with the Senior Notes due 2027 totaled $2.7 million as of July 31, 2019 and are recorded as a direct deduction from the balance sheet line Long-Term Debt.
Senior Notes due 2021
On July 15, 2011, Greif, Inc.’s wholly-owned subsidiary, Greif Nevada Holdings, Inc., S.C.S. issued €200.0 million of 7.375% Senior Notes due July 15, 2021 (the "Senior Notes due 2021"). The Senior Notes due 2021 are guaranteed on a senior basis by Greif, Inc. Interest on the Senior Notes due 2021 is payable semi-annually.
Senior Notes due 2019
On April 1, 2019, the Company redeemed all of its outstanding Senior Notes due 2019, which were issued by the Company on July 28, 2009 for $250.0 million. The total redemption price for the Senior Notes due 2019 was $253.9 million, which was equal to the aggregate principal amount outstanding of $250.0 million plus a premium of $3.9 million. The premium was recognized as a debt extinguishment cost. The payment of the redemption price was funded by borrowings under the Company’s 2019 Credit Agreement.
As a result of redeeming the Senior Notes due 2019, $0.7 million of unamortized deferred financing costs were expensed to Debt Extinguishment Charges in the interim condensed consolidated statements of income.
United States Trade Accounts Receivable Credit Facility
On September 26, 2018, the Company amended and restated its existing subsidiary receivables facility in the United States to establish a $150.0 million United States Trade Accounts Receivable Credit Facility (the "U.S. Receivables Facility") with a financial institution. The U.S. Receivables Facility matures on September 26, 2019. The $150.0 million outstanding balance under the U.S. Receivables Facility as of July 31, 2019 is reported in long-term debt in the interim condensed consolidated balance sheets because the Company intends to refinance the obligation on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.
International Trade Accounts Receivable Credit Facilities
See Note 4 to the interim condensed consolidated financial statements for additional disclosures.
v3.19.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
9 Months Ended
Jul. 31, 2019
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of July 31, 2019 and October 31, 2018:
 
July 31, 2019
 
 
 
Fair Value Measurement
 
 
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Interest rate derivatives
$

 
$
3.9

 
$

 
$
3.9

 
Other current assets and other long-term assets
Interest rate derivatives

 
(19.4
)
 

 
(19.4
)
 
Other current liabilities and other long-term liabilities
Foreign exchange hedges

 
1.9

 

 
1.9

 
Other current assets
Foreign exchange hedges

 
(0.4
)
 

 
(0.4
)
 
Other current liabilities
Insurance annuity

 

 
20.0

 
20.0

 
Other long-term assets
Cross currency swap

 
9.7

 

 
9.7

 
Other current assets and other long-term assets
Total
$

 
$
(4.3
)
 
$
20.0

 
$
15.7

 
 
 
October 31, 2018
 
 
 
Fair Value Measurement
 
 
(in millions)
Level 1
 
Level 2
 
Level 3
 
Total
 
Balance Sheet Location
Interest rate derivatives
$

 
$
16.5

 
$

 
$
16.5

 
Other current assets and other long-term 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 current assets and other long-term assets
Total
$

 
$
23.6

 
$
20.4

 
$
44.0

 
 

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of July 31, 2019 and October 31, 2018 approximate their fair values because of the short-term nature of these items and are not included in this table.
Interest Rate Derivatives
The Company has various borrowing facilities which charge interest based on the one month U.S. dollar LIBOR rate plus an interest spread. In 2019, the Company entered into six interest rate swaps. These six interest rate swaps have a total notional amount of $1,300.0 million. The Company will receive variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 2.49% plus a spread. This effectively converted the borrowing rate on $1,300.0 million of debt from a variable rate to a fixed rate.
In 2017, the Company entered into an interest rate swap with a notional amount of $300.0 million. As of February 1, 2017, the Company began to receive variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the Company was obligated to pay interest at a fixed rate of 1.19% plus an interest spread. This effectively converted the borrowing rate on $300.0 million of debt from a variable rate to a fixed rate.
These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transactions and in the same period during which the hedged transactions affect earnings. See Note 15 to the interim condensed consolidated financial statements for additional disclosures of the gain or loss included within other comprehensive income. The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which are based upon observable market rates, including LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements.
Gains reclassified to earnings under these contracts were $0.7 million and $2.5 million for the three and nine months ended July 31, 2019, respectively. Gains reclassified to earnings under these contracts were $0.6 million and $1.1 million for the three and nine months ended July 31, 2018, respectively. A derivative loss of $3.6 million, based upon interest rates at July 31, 2019, is expected to be reclassified from accumulated other comprehensive income to earnings in the next twelve months.
Foreign Exchange Hedges
The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows. As of July 31, 2019, the Company had outstanding foreign currency forward contracts in the notional amount of $121.4 million ($194.4 million as of October 31, 2018). Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which are based on observable market pricing for similar instruments, principally foreign exchange futures contracts.
Realized gains (losses) recorded in other expense, net under fair value contracts were $2.8 million and $(2.4) million for the three months ended July 31, 2019, and 2018, respectively. Realized gains (losses) recorded in other expense, net under fair value were $3.3 million and $(4.5) million for the nine months ended July 31, 2019 and 2018, respectively. The Company recognized in other expense, net an unrealized net gain (loss) of $(0.3) million and $0.6 million during the three months ended July 31, 2019 and 2018, respectively. The Company recognized in other expense, net an unrealized net gain (loss) of $1.5 million and $(0.5) million during the nine months ended July 31, 2019 and 2018, respectively.
Cross Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. On March 6, 2018, the Company entered into a cross currency interest rate swap agreement that synthetically swaps $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.35%. The agreement is designated as a net investment hedge for accounting purposes and will mature on March 6, 2023. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted or liquidated. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the interim condensed consolidated statements of income. For the three and nine months ended July 31, 2019, gains recorded in interest expense, net under the cross currency swap agreement were $0.6 million and $1.8 million. For the three and nine months ended July 31, 2018, gains recorded in interest expense, net under the cross currency swap agreement were $0.6 million and $1.0 million, respectively. See Note 15 to the interim condensed consolidated financial statements for additional disclosure of the gain or loss included within other comprehensive income. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States Dollar exchange rate market.
Other Financial Instruments
The fair values of the Company’s 2019 Credit Agreement, 2017 Credit Agreement, and the Receivables Facility do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ASC Topic 820, "Fair Value Measurements and Disclosures."
The following table presents the estimated fair values of the Company’s Senior Notes and assets held by special purpose entities:
(in millions)
July 31,
2019
 
October 31,
2018
Senior Notes due 2019 estimated fair value
$

 
$
257.4

Senior Notes due 2021 estimated fair value
253.6

 
263.4

Senior Notes due 2027 estimated fair value
523.6

 

Assets held by special purpose entities estimated fair value
51.9

 
51.6


Non-Recurring Fair Value Measurements
The Company recognized asset impairment charges of $2.1 million during the nine months ended July 31, 2019 and $4.1 million for the nine months ended July 31, 2018.
The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the nine months ended July 31, 2019 and 2018:
 
Quantitative Information about Level 3
Fair Value Measurements
(in millions)
Fair Value of
Impairment
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Input
Values
July 31, 2019
 
 
 
 
 
 
 
Impairment of Net Assets Held for Sale
$
2.1

 
Indicative Bids
 
Indicative Bids
 
N/A
Total
$
2.1

 
 
 
 
 
 
 
 
 
 
 
 
 
 
July 31, 2018
 
 
 
 
 
 
 
Impairment of Net Assets Held for Sale

$
0.4

 
Discounted Cash Flows
 
Discounted Cash Flows
 
N/A
Impairment of Long Lived Assets
$
3.7

 
Discounted Cash Flows
 
Discounted Cash Flows
 
N/A
Total
$
4.1

 
 
 
 
 
 

Long-Lived Assets
As necessary, based on triggering events, the Company measures long-lived assets at fair value on a non-recurring basis. The Company recorded no impairment charges related to properties, plants and equipment or intangibles, net during the nine months ended July 31, 2019 and $2.7 million related to properties, plants and equipment, net and $1.4 million related to intangible assets, net during the nine months ended July 31, 2018.
The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants would use.

Reclassification of Assets and Liabilities Held for Sale
During the nine month period ended July 31, 2019, one asset group was reclassified to assets and liabilities held for sale, resulting in a $2.1 million impairment to net realizable value.
The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers.
v3.19.2
INCOME TAXES
9 Months Ended
Jul. 31, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) includes several provisions which are first effective for the Company in 2019, including a new limitation on deductible interest expense, current taxation of global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries, and a tax benefit for foreign-derived intangible income (“FDII”). As of July 31, 2019,
significant guidance with respect to the Tax Reform Act remains proposed or outstanding. Several components of the current year tax expense remain estimates and are primarily based upon the proposed regulations and other guidance released by the Internal Revenue Service and the U.S. Treasury. The most significant estimates relate to GILTI and FDII, and these estimates are included as period costs in the estimated annual effective tax rate.
The Company completed the Caraustar Acquisition on February 11, 2019. The Company recorded a current preliminary net deferred tax liability of $184.9 million, which was primarily related to intangible assets that cannot be amortized for tax purposes. See Note 3 to the interim condensed consolidated financial statements for additional disclosures.
Income tax expense for the quarter and year to date was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting." Under this method, losses from jurisdictions for which a valuation allowance has been provided have not been included in the amount to which the ASC 740-270 rate was applied. Income tax expense of the Company fluctuates primarily due to changes in losses and income from jurisdictions for which a valuation allowance has been provided, the timing of recognition of the related tax expense under ASC 740-270, and the impact of discrete items in the respective quarter.
For the nine months ended July 31, 2019, income tax expense was $58.3 million compared to $31.2 million for the nine months ended July 31, 2018. The increase to income tax expense for the nine months ended July 31, 2019 was primarily attributable to the favorable impacts of the Tax Reform Act recorded in the second quarter of 2018.
v3.19.2
POST RETIREMENT BENEFIT PLANS
9 Months Ended
Jul. 31, 2019
Postemployment Benefits [Abstract]  
POST RETIREMENT BENEFIT PLANS POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following:
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
(in millions)
2019
 
2018
 
2019
 
2018
Service cost
$
3.8

 
$
3.1

 
$
10.1

 
$
9.7

Interest cost
8.7

 
4.7

 
22.6

 
13.9

Expected return on plan assets
(11.0
)
 
(6.4
)
 
(28.2
)
 
(18.6
)
Amortization of prior service (benefit) cost
1.8

 
3.4

 
5.4

 
10.6

Net periodic pension cost
$
3.3

 
$
4.8

 
$
9.9

 
$
15.6


Contributions, including benefits paid directly by the Company, to the pension plans were $19.7 million and $85.4 million, in the nine months ended July 31, 2019 and 2018, respectively.
The components of net periodic post-retirement benefit include the following:
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
(in millions)
2019
 
2018
 
2019
 
2018
Interest cost
$
0.1

 
$
0.1

 
$
0.3

 
$
0.3

Amortization of prior service benefit
(0.4
)
 
(0.4
)
 
(1.2
)
 
(1.2
)
Net periodic post-retirement benefit
$
(0.3
)
 
$
(0.3
)
 
$
(0.9
)
 
$
(0.9
)

The components of net periodic pension cost and net periodic post-retirement benefit, other than the service cost components, are included in the line item "Other expense, net" in the interim condensed consolidated statements of income.
v3.19.2
CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
9 Months Ended
Jul. 31, 2019
Environmental Remediation Obligations [Abstract]  
CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities
The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its interim condensed consolidated financial statements.
The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
The Company is currently involved in legal proceedings outside of the United States related to various wrongful termination lawsuits filed by former employees and benefit claims filed by some existing employees of the Company's Flexible Products & Services segment. The lawsuits include claims for severance for employment periods prior to the Company’s ownership in the business. As of July 31, 2019 and October 31, 2018, the estimated liability recorded related to these matters were $1.7 million and $2.0 million, respectively. The estimated liability has been determined based on the number of active cases and the settlements and rulings on previous cases. It is reasonably possible the estimated liability could increase if additional cases are filed or adverse rulings are made.
Since 2017, three reconditioning facilities in the Milwaukee, Wisconsin area that are owned by Container Life Cycle Management LLC ("CLCM"), the Company’s U.S. reconditioning joint venture company, have been subject to investigations conducted by federal, state and local governmental agencies concerning, among other matters, potential violations of environmental laws and regulations. As a result of these investigations, the United States Environmental Protection Agency (“U.S. EPA”) and the Wisconsin Department of Natural Resources (“WDNR”) have issued notices of violations to the Company and CLCM regarding violations of certain federal and state environmental laws and regulations. The remedies being sought in these proceedings include compliance with the applicable environmental laws and regulations as being interpreted by the U.S. EPA and WDNR and monetary sanctions. The Company has cooperated with the governmental agencies in these investigations and proceedings. As of August 29, 2019, no material citations have been issued or material fines assessed with respect to any violation of environmental laws and regulations. Since these proceedings are in their investigative stage, the Company is unable to predict the outcome of these proceedings or estimate a range of reasonable possible monetary sanctions or costs associated with any remedial actions that may be required or requested by the U.S. EPA or WDNR.
In addition, on November 8, 2017, the Company, CLCM and other parties were named as defendants in a punitive class action lawsuit filed in Wisconsin state court concerning one of CLCM’s Milwaukee reconditioning facilities. The plaintiffs are alleging that odors from this facility have invaded their property and are interfering with the use and enjoyment of their property and causing damage to the value of their property. Plaintiffs are seeking compensatory and punitive damages, along with their legal fees. The Company and CLCM are vigorously defending themselves in this lawsuit. The Company is unable to predict the outcome of this lawsuit or estimate a range of reasonably possible losses.
Environmental Reserves
As a result of the Caraustar Acquisition, the Company acquired The Newark Group, Inc., a subsidiary of Caraustar (“Newark”), and became subject to Newark’s Lower Passaic River environmental and litigation liability. By letters dated February 14, 2006 and June 2, 2006, the United States Environment Protection Agency (“EPA”) notified Newark of its potential liability under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) relating to the Diamond Alkali Superfund Site, which includes a 17-mile stretch of the Lower Passaic River that EPA has denominated the Lower Passaic River Study Area (“LPRSA”). Newark is one of at least 70 potentially responsible parties identified in this case. The EPA alleges that hazardous substances were released from Newark’s now-closed Newark, New Jersey recycled paperboard mill into the Lower Passaic River. The EPA informed the Company that it may be potentially liable for response costs that the government may incur relating to the study of the LPRSA and for unspecified natural resource damages.
In April 2014, EPA issued a Focused Feasibility Study that proposed alternatives for the remediation of the lower 8 miles of the Lower Passaic River. On March 3, 2016, EPA issued its Record of Decision for the lower 8 miles of the Lower Passaic River, which presented a bank-to-bank dredging remedy selected by the agency for the lower 8 miles and which EPA estimates will cost approximately $1,380.0 million to implement. Newark is participating in an allocation process to determine its allocable share.
On June 30, 2018, Occidental Chemical Corporation (“OCC”) filed litigation in the U.S. District Court for the District of New Jersey styled Occidental Chemical Corp. v. 21st Century Fox America, Inc., et al., Civil Action No. 2:18-CV-11273 (D.N.J.), that names Newark and approximately 119 other parties as defendants. OCC’s Complaint alleges claims under CERCLA against all defendants for cost recovery, contribution, and declaratory judgment for costs OCC allegedly has incurred and will incur at the Diamond Alkali Superfund Site. The litigation is in its early stages, and we intend to vigorously defend ourselves in this litigation.
We have completed our initial assessment of these matters as part of our purchase price allocation. As of July 31, 2019, the Company has accrued $11.2 million for the Diamond Alkali Superfund Site. It is possible that, once we finalize our purchase price allocation, we could record a material adjustment to this environmental reserve related to the acquisition. Further, it is possible that there
could be resolution of uncertainties in the future that would require the Company to record charges, which could be material to future earnings.
As of July 31, 2019 and October 31, 2018, environmental reserves were $18.9 million and $6.8 million, respectively, and were recorded on an undiscounted basis. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability.
Aside from the Diamond Alkali Superfund Site, other environmental reserves of the Company as of July 31, 2019 and October 31, 2018 included $3.6 million and $3.7 million, respectively, for various European drum facilities acquired from Blagden and Van Leer; $0.1 million and $0.2 million, respectively, for its various container life cycle management and recycling facilities acquired in 2011 and 2010; $0.5 million and $0.9 million, respectively, for remediation of sites no longer owned by the Company; $1.9 million and $1.0 million, respectively, for landfill closure obligations in the Company's Paper Packaging & Services segment; and $1.6 million and $1.0 million, respectively, for various other facilities around the world.
The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.
v3.19.2
EARNINGS PER SHARE
9 Months Ended
Jul. 31, 2019
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s articles of incorporation, any distribution of dividends in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.
The Company calculates EPS as follows:
Basic Class A EPS
=
40% * Average Class A Shares Outstanding
*
Undistributed Net Income
+
Class A Dividends Per Share
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
Average Class A Shares Outstanding
 
 
 
 
 
 
 
Diluted Class A EPS
=
40% * Average Class A Shares Outstanding
*
Undistributed Net Income
+
Class A Dividends Per Share
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
Average Diluted Class A Shares Outstanding
 
 
 
 
 
 
 
Basic Class B EPS
=
60% * Average Class B Shares Outstanding
*
Undistributed Net Income
+
Class B Dividends Per Share
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding
Average Class B Shares Outstanding
 
*Diluted Class B EPS calculation is identical to Basic Class B calculation
The following table provides EPS information for each period, respectively:
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
(in millions)
2019
 
2018
 
2019
 
2018
Numerator for basic and diluted EPS
 
 
 
 
 
 
 
Net income attributable to Greif, Inc.
$
62.7

 
$
67.7

 
$
106.0

 
$
169.3

Cash dividends
(26.1
)
 
(24.8
)
 
(77.9
)
 
(74.0
)
Undistributed net income (loss) attributable to Greif, Inc.
$
36.6

 
$
42.9

 
$
28.1

 
$
95.3


The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.
Common Stock Repurchases
The Board of Directors has authorized the Company to repurchase shares of the Company's Class A Common Stock or Class B Common Stock or any combination of the foregoing. As of July 31, 2019, the remaining amount of shares that may be repurchased under this authorization was 4,703,487. There have been no shares repurchased under this program from November 1, 2018 through July 31, 2019.
The following table summarizes the Company’s Class A and Class B common and treasury shares as of the specified dates:
 
Authorized
Shares
 
Issued
Shares
 
Outstanding
Shares
 
Treasury
Shares
July 31, 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


The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
 
Three Months Ended
July 31,
 
Nine Months Ended
July 31,
 
2019
 
2018
 
2019
 
2018
Class A Common Stock:
 
 
 
 
 
 
 
Basic shares
26,257,943

 
25,941,279

 
26,166,612

 
25,907,423

Diluted shares
26,257,943

 
25,941,279