GREIF INC, 10-Q filed on 9/2/2011
Quarterly Report
Document and Entity Informaton(USD $)
9 Months Ended
Jul. 31, 2011
Aug. 31, 2011
Class A Common Stock
Apr. 30, 2010
Class A Common Stock
Aug. 31, 2011
Class B Common Stock
Apr. 30, 2010
Class B Common Stock
Entity Registrant Name
GREIF INC
Entity Central Index Key
0000043920
Document Type
10-Q
Document Period End Date
Jul. 31, 2011
Amendment Flag
FALSE
Document Fiscal Year Focus
2011
Document Fiscal Period Focus
Q3
Current Fiscal Year End Date
--10-31
Entity Well-known Seasoned Issuer
Yes
Entity Voluntary Filers
No
Entity Current Reporting Status
Yes
Entity Filer Category
Large Accelerated Filer
Entity Public Float
$1,405,354,258
$393,745,476
Entity Common Stock, Shares Outstanding
24,965,662
22,362,266
Consolidated Statements of Operations (Unaudited)(USD $)
In Thousands, except Per Share data
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
2011
2010
2011
2010
Net sales
$1,121,902
$921,333
$3,116,460
$2,467,595
Cost of products sold
910,571
730,294
2,521,690
1,970,328
Gross profit
211,331
191,039
594,770
497,267
Selling, general and administrative expenses
109,094
90,461
329,456
264,511
Restructuring charges
3,396
9,779
11,407
20,566
(Gain) on disposal of properties, plants and equipment, net
(9,205)
(4,875)
(14,141)
(6,904)
Operating profit
108,046
95,674
268,048
219,094
Interest expense, net
18,435
15,935
53,817
47,582
Other expense, net
4,495
713
9,911
4,372
Income before income tax expense and equity earnings of unconsolidated affiliates, net
85,116
79,026
204,320
167,140
Income tax expense
21,637
14,408
49,650
31,590
Equity earnings of unconsolidated affiliates, net of tax
1,495
3,141
1,992
3,272
Net income
64,974
67,759
156,662
138,822
Net income attributable to noncontrolling interests
(2,034)
(1,784)
(1,397)
(5,394)
Net income attributable to Greif, Inc.
$62,940
$65,975
$155,265
$133,428
Class A Common Stock
Basic earnings per share attributable to Greif, Inc. common shareholders:
EPS Basic
$1.08
$1.13
$2.66
$2.29
Diluted earnings per share attributable to Greif, Inc. common share holders:
EPS Diluted
$1.07
$1.12
$2.65
$2.28
Class B Common Stock
Basic earnings per share attributable to Greif, Inc. common shareholders:
EPS Basic
$1.61
$1.70
$3.98
$3.43
Diluted earnings per share attributable to Greif, Inc. common share holders:
EPS Diluted
$1.61
$1.70
$3.98
$3.43
Consolidated Balance Sheets (Unaudited)(USD $)
In Thousands
Jul. 31, 2011
Oct. 31, 2010
Current assets
Cash and cash equivalents
$109,086
$106,957
Trade accounts receivable, less allowance of $12,732 in 2011 and $13,117 in 2010
588,820
480,158
Inventories
484,777
396,572
Deferred tax assets
18,723
19,526
Net assets held for sale
23,036
28,407
Current portion related party notes receivable
1,714
0
Prepaid expenses and other current assets
148,992
134,269
Total current assets
1,375,148
1,165,889
Long-term assets
Goodwill
794,794
709,725
Other intangible assets, net of amortization
241,443
173,239
Deferred tax assets
33,751
29,982
Related party notes receivable
19,538
0
Assets held by special purpose entities
50,891
50,891
Other long-term assets
100,498
93,603
Total long-term assets
1,240,915
1,057,440
Properties, plants and equipment
Timber properties, net of depletion
215,790
215,537
Land
126,078
121,409
Buildings
446,345
411,437
Machinery and equipment
1,491,135
1,302,597
Capital projects in progress
131,493
112,300
Property, Plant and Equipment, Gross
2,410,841
2,163,280
Accumulated depreciation
(1,023,012)
(888,164)
Properties, plants and equipment, net
1,387,829
1,275,116
Total assets
4,003,892
3,498,445
Current liabilities
Accounts payable
465,539
448,310
Accrued payroll and employee benefits
99,713
90,887
Restructuring reserves
14,074
20,238
Current portion of long-term debt
12,500
12,523
Short-term borrowings
117,412
60,908
Deferred tax liabilities
7,282
5,091
Other current liabilities
155,611
123,854
Total current liabilities
872,131
761,811
Long-term liabilities
Long-term debt
1,255,823
953,066
Deferred tax liabilities
180,283
180,486
Pension liabilities
54,965
65,915
Postretirement benefit obligations
22,825
21,555
Liabilities held by special purpose entities
43,250
43,250
Other long-term liabilities
101,585
116,930
Total long-term liabilities
1,658,731
1,381,202
Shareholders' equity
Common stock, without par value
111,354
106,057
Treasury stock, at cost
(120,043)
(117,394)
Retained earnings
1,405,346
1,323,477
Accumulated other comprehensive loss:
Foreign currency translation
44,763
44,612
Interest rate and other derivatives
(419)
(1,505)
Minimum pension liabilities
(77,312)
(76,526)
Total Greif, Inc. shareholders' equity
1,363,689
1,278,721
Noncontrolling interests
109,341
76,711
Total shareholders' equity
1,473,030
1,355,432
Total liabilities and shareholders' equity
$4,003,892
$3,498,445
Consolidated Balance Sheets (Unaudited) (Parenthetical)(USD $)
In Thousands
Jul. 31, 2011
Oct. 31, 2010
Current assets
Allowance for trade accounts receivable
$12,732
$13,117
Consolidated Statements of Cash Flows (Unaudited)(USD $)
In Thousands
9 Months Ended
Jul.31,
2011
2010
Cash flows from operating activities:
Net income
$156,662
$138,822
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization
102,617
84,927
Asset impairments
3,331
2,356
Deferred income taxes
(978)
2,317
Gain on disposals of properties, plants and equipment, net
(14,141)
(6,904)
Equity earnings of affiliates
(1,992)
(3,272)
Increase (decrease) in cash from changes in certain assets and liabilities:
Trade accounts receivable
(38,791)
(83,713)
Inventories
(43,244)
(92,845)
Prepaid expenses and other current assets
(3,735)
(21,144)
Accounts payable
(80,640)
(71,330)
Accrued payroll and employee benefits
6,343
1,774
Restructuring reserves
(6,164)
2,478
Other current liabilities
19,647
29,981
Pension and postretirement benefit liabilities
(9,680)
2,555
Other long-term assets, other long-term liabilities and other
(66,511)
31,773
Net cash used in operating activities
22,724
17,775
Cash flows from investing activities:
Acquisitions of companies, net of cash acquired
(185,703)
(152,739)
Purchases of properties, plants and equipment
(117,821)
(101,046)
Purchases of timber properties
(3,400)
(19,500)
Proceeds from the sale of properties, plants, equipment and other assets
17,909
13,034
Issuance of notes receivable to related party
(21,252)
Purchases of land rights
(650)
Net cash used in investing activities
(310,917)
(260,251)
Cash flows from financing activities:
Proceeds from issuance of long-term debt
2,804,521
2,351,553
Payments on long-term debt
(2,492,200)
(2,231,012)
Proceeds from short-term borrowings, net
55,213
20,554
Proceeds from (payments of) trade accounts receivable credit facility, net
(10,000)
117,800
Dividends paid
(73,396)
(68,607)
Exercise of stock options
2,161
1,164
Acquisitions of treasury stock and other
(3,060)
(2,696)
Restricted stock awards
(318)
Settlement of derivatives
29,248
Net cash provided by financing activities
282,921
218,004
Effects of exchange rates on cash
7,401
(3,250)
Net increase (decrease) in cash and cash equivalents
2,129
(27,722)
Cash and cash equivalents at beginning of period
106,957
111,896
Cash and cash equivalents at end of period
$109,086
$84,174
Basis of Presentation and Summary of Significant Accounting Policies
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheets as of July 31, 2011 and October 31, 2010 and the consolidated statements of operations and cash flows for the three month and nine month periods ended July 31, 2011 and 2010 of Greif, Inc. and its subsidiaries (the “Company”). The consolidated financial statements include the accounts of the Company, all wholly-owned and majority-owned subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling influence.
The unaudited 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, 2010 (the “2010 Form 10-K”). Note 1 of the “Notes to Consolidated Financial Statements” from the 2010 Form 10-K is specifically incorporated in this Form 10-Q by reference. In the opinion of management, all adjustments necessary for fair presentation of the consolidated financial statements have been included and are of a normal and recurring nature.
The consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2011 or 2010, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ending in that year.
Certain and appropriate prior year amounts have been reclassified to conform to the 2011 presentation.
Newly Adopted Accounting Standards
In June 2009, the Financial Accounting Standards Board (“FASB”) amended Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing”. The amendment to ASC 860 requires an enterprise to evaluate whether the transaction is legally isolated from the Company and whether the results of the transaction are consolidated within the consolidated financial statements. The Company adopted the new guidance beginning November 1, 2010, and the adoption of the new guidance did not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
In June 2009, the FASB amended ASC 810, “Consolidation”. The amendment to ASC 810 changed the methodology for determining the primary beneficiary of a variable interest entity (“VIE”) from a quantitative risk and rewards based model to a qualitative determination. It also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. Accordingly, the Company reevaluated its previous ASC 810 conclusions, including (1) whether an entity is a VIE, (2) whether the enterprise is the VIE’s primary beneficiary, and (3) what type of financial statement disclosures are required. The Company adopted the new guidance beginning November 1, 2010, and the adoption of the new guidance did not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
Recently Issued Accounting Standards
Effective July 1, 2009, changes to the ASC are communicated through an Accounting Standards Update (“ASU”). As of July 31, 2011, the FASB has issued ASU’s 2009-01 through 2011-07. The Company has reviewed each ASU and determined that they will not have a material impact on the Company’s financial position, results of operations or cash flows, other than the related disclosures.
In December 2010, the FASB issued ASU 2010-29 “Business Combinations: Disclosure of supplementary pro forma information for business combinations”. The amendment to ASC 805 “Business Combinations” requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The Company will adopt the new guidance beginning November 1, 2011, and the adoption of the new guidance will not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
In June 2011, the FASB issued ASU 2011-05 “Comprehensive Income: Presentation of comprehensive income.” The amendment to ASC 220 “Comprehensive Income” requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The Company will adopt the new guidance beginning November 1, 2011, and the adoption of the new guidance will not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
Acquisitions, Divestitures and Other Significant Transactions
ACQUISITIONS, DIVESTITURES AND OTHER SIGNIFICANT TRANSACTIONS
NOTE 2 — ACQUISITIONS, DIVESTITURES AND OTHER SIGNIFICANT TRANSACTIONS
(Dollars in thousands):
                                                         
    # of     Purchase Price,             Operating     Tangible     Intangible        
    Acquisitions     net of Cash     Revenue     Profit     Assets, net     Assets     Goodwill  
Total 2011 Acquisitions
    5     $ 185,703     $ 24,590     $ 3,490     $ 62,359     $ 80,958     $ 66,329  
Total 2010 Acquisitions
    12     $ 176,156     $ 268,443     $ 19,042     $ 108,991     $ 49,467     $ 129,830  
Note: Purchase price, net of cash acquired, does not factor payments for earn-out provisions on prior acquisitions. Revenue and operating profit represent activity only in the year of acquisition.
During the first nine months of 2011, the Company completed five acquisitions consisting of four rigid industrial packaging companies and the acquisition of the minority shareholding from a 2008 acquisition of a rigid industrial packaging company. The acquired rigid industrial packaging companies included a European company purchased in February 2011, a European company purchased in May 2011 and a European company purchased in July 2011. Additionally, the company acquired the remaining minority shareholdings in an already consolidated South American acquisition from 2008 and a minority ownership interest in a North American company. The rigid industrial packaging acquisitions are expected to complement the Company’s existing product lines that together will provide growth opportunities and economies of scale. The estimated fair value of the net tangible assets acquired was $62.4 million. Identifiable intangible assets, with a combined fair value of $81.0 million, including trade names, customer relationships, and certain non-compete agreements, have been recorded for these acquisitions. The excess of the purchase prices over the estimated fair values of the net tangible and intangible assets acquired of $66.3 million was recorded as goodwill.
During 2010, the Company completed twelve acquisitions consisting of seven rigid industrial packaging companies and five flexible products companies and made a contingent purchase price payment related to a 2008 acquisition. The seven rigid industrial packaging companies consisted of a European company purchased in November 2009, an Asian company purchased in June 2010, a North American drum reconditioning company purchased in July 2010, a North American drum reconditioning company purchased in August 2010, a European company purchased in August 2010, a 51 percent interest in a Middle Eastern company purchased in September 2010 and a South American company purchased in September 2010. The five flexible products companies acquired conduct business throughout Europe, Asia and North America and were acquired in February, June, August and September 2010. The rigid industrial packaging acquisitions are expected to complement the Company’s existing product lines that together will provide growth opportunities and economies of scale. The drum reconditioning acquisitions, within our Rigid Industrial Packaging & Services segment, and the flexible products acquisitions expand the Company’s product and service offerings. The estimated fair value of the net tangible assets acquired was $109.0 million. Identifiable intangible assets, with a combined fair value of $49.5 million, including trade-names, customer relationships, and certain non-compete agreements, have been recorded for these acquisitions. The excess of the purchase prices over the estimated fair values of the net tangible and intangible assets acquired of $129.8 million was recorded as goodwill.
The five flexible products companies were contributed to a joint venture on September 29, 2010. See “Flexible Products Joint Venture” included in Note 8 for additional information on this joint venture. The aggregate purchase price in the table above includes the reimbursement of $98.2 million received from the other joint venture partner relating to its investment and reimbursement of certain costs.
Had the transactions described above occurred on November 1, 2009, results of operations would not have differed materially from reported results.
Sale of Non-United States Accounts Receivable
SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
NOTE 3 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
Pursuant to the terms of a Receivable Purchase Agreement (the “RPA”) between Greif Coordination Center BVBA, an indirect wholly-owned subsidiary of Greif, Inc., and a major international bank, the seller agreed to sell trade receivables meeting certain eligibility requirements that seller had purchased from other indirect wholly-owned subsidiaries of Greif, Inc., including Greif Belgium BVBA, Greif Germany GmbH, Greif Nederland BV, Greif Packaging Belgium NV, Greif Spain SA, Greif Sweden AB, Greif Packaging Norway AS, Greif Packaging France, SAS, Greif Packaging Spain SA, Greif Portugal Lda and Greif UK Ltd, under discounted receivables purchase agreements and from Greif France SAS under a factoring agreement. This agreement is amended from time to time to add additional Greif entities. In addition, Greif Italia S.P.A. also an indirect wholly-owned subsidiary of Greif, Inc., entered into the Italian Receivables Purchase Agreement with the Italian branch of the major international bank (the “Italian RPA”) agreeing to sell trade receivables that meet certain eligibility criteria to such branch. The Italian RPA is similar in structure and terms as the RPA. The maximum amount of receivables that may be financed under the RPA and the Italian RPA is €115 million ($166.9 million) at July 31, 2011.
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 ($12.5 million) at July 31, 2011.
In October 2008, Greif Embalagens Industriais do Brasil Ltda., an indirect wholly-owned subsidiary of Greif, Inc., entered into agreements (the “Brazil Agreements”) with Brazilian banks. There is no maximum amount of aggregate receivables that may be financed under the Brazil Agreements; however, the sale of individual receivables is subject to approval by the banks.
In May 2009, Greif Malaysia Sdn Bhd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (the “Malaysian Agreements”) with Malaysian banks. The maximum amount of the aggregate receivables that may be financed under the Malaysian Agreements is 15.0 million Malaysian Ringgits ($5.1 million) at July 31, 2011.
The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to the respective banks. The bank funds an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing”, and continues to recognize the deferred purchase price in its accounts receivable. At the time the receivables are initially sold, the difference between the carrying amount and the fair value of the assets sold are included as a loss on sale in the consolidated statements of operations. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
At July 31, 2011 and October 31, 2010, €112.8 million ($163.6 million) and €117.6 million ($162.9 million), respectively, of accounts receivable were sold under the RPA and Italian RPA. At July 31, 2011 and October 31, 2010, 8.6 million Singapore Dollars ($7.1 million) and 6.7 million Singapore Dollars ($5.4 million), respectively, of accounts receivable were sold under the Singapore RPA. At July 31, 2011 and October 31, 2010, 16.9 million Brazilian Reais ($11.0 million) and 11.7 million Brazilian Reais ($6.9 million), respectively, of accounts receivable were sold under the Brazil Agreements. At July 31, 2011 and October 31, 2010, 10.7 million Malaysian Ringgits ($3.6 million) and 6.3 million Malaysian Ringgits ($2.0 million), respectively, of accounts receivable were sold under the Malaysian Agreements.
Expenses associated with the RPA and Italian RPA totaled €0.8 million ($1.1 million) and €0.8 million ($1.0 million) for the three months ended July 31, 2011 and 2010, respectively; and €2.3 million ($3.1 million) and €2.2 million ($2.9 million) for the nine months ended July 31, 2011 and 2010, respectively.
Expenses associated with the Singapore RPA totaled 0.1 million Singapore Dollars ($0.1 million) and 0.1 million Singapore Dollars ($0.1 million) for the three months ended July 31, 2011 and 2010, respectively; and 0.3 million Singapore Dollars ($0.3 million) and 0.3 million Singapore Dollars ($0.3 million) for the nine months ended July 31, 2011 and 2010, respectively.
Expenses associated with the Brazil Agreements totaled 0.8 million Brazilian Reais ($0.5 million) and 1.2 million Brazilian Reais ($0.7 million) for the three months ended July 31, 2011 and 2010, respectively; and 2.6 million Brazilian Reais ($1.6 million) and 3.3 million Brazilian Reais ($1.9 million) for the nine months ended July 31, 2011 and 2010, respectively.
Expenses associated with the Malaysian Agreements totaled 0.2 million Malaysian Ringgits ($0.1 million) and were insignificant for the three months ended July 31, 2011 and 2010, respectively; and 0.6 million Malaysian Ringgits ($0.2 million) and 0.1 million Malaysian Ringgits ($0.1 million) for the nine months ended July 31, 2011 and 2010, respectively.
Additionally, the Company performs collections and administrative functions on the receivables sold similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the RPA, the Italian RPA, the Singapore RPA, the Brazil Agreements, and the Malaysian Agreements. The servicing liability for these receivables is not material to the consolidated financial statements.
Inventories
INVENTORIES
NOTE 4 — INVENTORIES
Inventories are stated at the lower of cost or market, utilizing the first-in, first-out basis. Inventories are summarized as follows (Dollars in thousands):
                 
    July 31,     October 31,  
    2011     2010  
Finished Goods
  $ 115,008     $ 92,469  
Raw materials and work-in-process
    369,769       304,103  
 
           
 
  $ 484,777     $ 396,572  
 
           
Net Assets Held for Sale
NET ASSETS HELD FOR SALE
NOTE 5 — NET ASSETS HELD FOR SALE
As of July 31, 2011 and October 31, 2010, there were fourteen and sixteen locations with assets held for sale, respectively. During the first nine months of 2011, the Company sold three locations, added four locations and three locations were placed back in service and depreciation was resumed. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the facility sales within the upcoming year. For the three months ended July 31, 2011, there were sales of other miscellaneous equipment which resulted in a $0.2 million loss. For the nine months ended July 31, 2011, there was a sale of a location in the Rigid Industrial Packaging & Services segment which resulted in a $2.6 million gain, a sale of a location in the Paper Packaging segment which resulted in a $1.2 million gain and sales of other miscellaneous equipment which resulted in a $0.3 million loss.
Goodwill and Other Intangible Assets
GOODWILL AND OTHER INTANGIBLE ASSETS
NOTE 6 — GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the nine month period ended July 31, 2011 (Dollars in thousands):
                                         
    Rigid Industrial                          
    Packaging &     Flexible Products &                    
    Services     Services     Paper Packaging     Land Management     Total  
Balance at October 31, 2010
  $ 570,661     $ 78,261     $ 60,653     $ 150     $ 709,725  
Goodwill acquired
    66,329                         66,329  
Goodwill adjustments
    3,325       (1,632 )                 1,693  
Currency translation
    13,365       3,682                   17,047  
 
                             
Balance at July 31, 2011
  $ 653,680     $ 80,311     $ 60,653     $ 150     $ 794,794  
 
                             
The goodwill acquired during 2011 of $66.3 million consisted of preliminary goodwill related to acquisitions in the Rigid Industrial Packaging & Services segment. The goodwill adjustments increased goodwill by a net amount of $1.7 million related to the finalization of purchase price allocation of prior year acquisitions. Certain business combinations that occurred at or near year end were recorded with provisional estimates for fair value based on management’s best estimate.
The following table summarizes the carrying amount of net intangible assets by class as of July 31, 2011 and October 31, 2010 (Dollars in thousands):
                         
          Accumulated     Net Intangible  
    Gross Intangible Assets     Amortization     Assets  
October 31, 2010:
                       
Trademark and patents
  $ 42,878     $ 17,184     $ 25,694  
Non-compete agreements
    20,456       7,774       12,682  
Customer relationships
    153,131       27,091       126,040  
Other
    15,235       6,412       8,823  
 
                 
Total
  $ 231,700     $ 58,461     $ 173,239  
 
                 
July 31, 2011:
                       
Trademark and patents
  $ 54,422     $ 20,912     $ 33,510  
Non-compete agreements
    27,055       8,822       18,233  
Customer relationships
    212,393       35,365       177,028  
Other
    21,874       9,202       12,672  
 
                 
Total
  $ 315,744     $ 74,301     $ 241,443  
 
                 
Gross intangible assets increased by $84.0 million for the nine month period ended July 31, 2011. The increase in gross intangible assets was attributable to $81.0 million in preliminary purchase price allocations related to three of the 2011 acquisitions in the Rigid Industrial Packaging & Services segment, $7.2 million was attributable to currency fluctuations, a $3.0 million non-cash impairment charge related to the discontinued usage of certain trade names in the Flexible Products & Services segment and $1.2 million in other adjustments. Amortization expense for the nine months ended July 31, 2011 and 2010 was $12.4 million and $10.0 million, respectively. Amortization expense for the next five years is expected to be $5.7 million in 2011, $17.1 million in 2012, $20.3 million in 2013, $19.5 million in 2014 and $18.4 million in 2015.
All intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that range from three to 23 years, except for $20.8 million related to the Tri-Sure trademark and the trade names related to Blagden Express, Closed-loop, Box Board and Fustiplast, all of which have indefinite lives.
The Company reviews goodwill and indefinite-lived intangible assets for impairment by reporting unit as required by ASC 350, “Intangibles — Goodwill and Other”, on an annual basis and when events and circumstances indicate impairment may have occurred. A reporting unit is the operating segment, or a business one level below that operating segment if discrete financial information is prepared and regularly reviewed by segment management.
During the fiscal third quarter, the Flexible Products & Services segment made the strategic decision to announce the intention to rebrand the acquired companies of Storsack, Sunjut, Unsa and Ligtermoet under the Greif Flexibles brand globally. As a result, the Company recorded a non-cash impairment charge of $3.0 million included in selling, general and administrative expenses against the intangible asset value of the legacy companies trade names.
The Company’s business segments have been identified as reporting units and the Company concluded that no other impairment or impairment indicators exist at this time.
Restructuring Charges
RESTRUCTURING CHARGES
NOTE 7 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine month period ended July 31, 2011 (Dollars in thousands):
                                 
                    Non-cash  
    Cash Charges     Charges  
    Employee                      
    Separation           Asset        
    Costs     Other Costs     Impairments     Total  
 
                               
Balance at October 31, 2010
  $ 12,668     $ 7,570     $     $ 20,238  
Costs incurred and charged to expense
    6,197       4,841       369       11,407  
Costs paid or otherwise settled
    (11,453 )     (6,008 )     (110 )     (17,571 )
 
                       
 
                               
Balance at July 31, 2011
  $ 7,412     $ 6,403     $ 259     $ 14,074  
 
                       
The focus for restructuring activities in 2011 continues to be on the integration of recent acquisitions in the Rigid Industrial Packaging & Services and Flexible Products & Services segments. During the first nine months of 2011, the Company recorded restructuring charges of $11.4 million, which compares to $20.7 million of restructuring charges during the first nine months of 2010. The restructuring activity for the nine month period ended July 31, 2011 consisted of $6.2 million in employee separation costs, $0.4 million in asset impairments and $4.8 million in other costs. The $6.2 million in employee separation costs relates to the realignment of the Company’s management structure, plant closings and prior year acquisitions. The $4.8 million in other costs relates to professional fees and other administrative costs. The restructuring activity for the nine month period ended July 31, 2010 consisted of $11.4 million in employee separation costs, $2.4 million in asset impairments and $6.9 million in other costs.
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans which are anticipated to be realized in 2011 and 2012 or plans that are being formulated and have not been announced as of the date of this Form 10-Q (Dollars in thousands):
                                 
    Amounts Expected     Three months ended     Nine months ended     Amounts Remaining  
    to be Incurred     July 31, 2011     July 31, 2011     to be Incurred  
Rigid Industrial Packaging & Services
                               
Employee separation costs
  $ 4,064     $ 2,015     $ 4,055     $ 9  
Asset impairments
    333             333        
Other restructuring costs
    8,587       1,397       3,572       5,015  
 
                       
 
    12,984       3,412       7,960       5,024  
Flexible Products & Services
                               
Employee separation costs
    2,834       652       2,834        
Other restructuring costs
    1,307       30       1,080       227  
 
                       
 
    4,141       682       3,914       227  
Paper Packaging
                               
Employee separation costs
          (701 )     (685 )      
Asset impairments
    36             36        
Other restructuring costs
    189       3       189        
 
                       
 
    225       (698 )     (460 )      
Land Management
                               
Employee separation costs
                (7 )      
 
                       
 
  $ 17,350     $ 3,396     $ 11,407     $ 5,251  
 
                       
The gain recognized within the Paper Packaging segment reflects actual expenditures being less than originally estimated for completed restructuring activities.
Variable Interest Entities
VARIABLE INTEREST ENTITIES
NOTE 8 — VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a VIE and determines if the primary beneficiary status is appropriate on a quarterly basis. The Company consolidates VIE’s for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting. 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.
During 2011, Greif, Inc., through its wholly-owned subsidiary Greif Packaging LLC, acquired a minority ownership interest in an entity that is accounted for as an unconsolidated equity investment. This entity 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. However, the Company is not the primary beneficiary because it does not have (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, or (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, this entity is not consolidated in the Company’s results.
Significant Nonstrategic Timberland Transactions
On March 28, 2005, Soterra LLC (a wholly owned subsidiary) entered into two real estate purchase and sale agreements with Plum Creek Timberlands, L.P. (“Plum Creek”) to sell approximately 56,000 acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately $90 million, subject to closing adjustments. In connection with the closing of one of these agreements, Soterra LLC sold approximately 35,000 acres of timberland and associated assets in Florida, Georgia and Alabama for $51.0 million, resulting in a pretax gain of $42.1 million, on May 23, 2005. The purchase price was paid in the form of cash and a $50.9 million purchase note payable (the “Purchase Note”) by an indirect subsidiary of Plum Creek (the “Buyer SPE”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of the Company’s indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the “Deed of Guarantee”), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note.
On May 31, 2005, STA Timber issued in a private placement its 5.20% Senior Secured Notes due August 5, 2020 (the “Monetization Notes”) in the principal amount of $43.3 million. In connection with the sale of the Monetization Notes, STA Timber entered into note purchase agreements with the purchasers of the Monetization Notes (the “Note Purchase Agreements”) and related documentation. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. The Monetization Notes may be accelerated in the event of a default in payment or a breach of the other obligations set forth therein or in the Note Purchase Agreements or related documents, subject in certain cases to any applicable cure periods, or upon the occurrence of certain insolvency or bankruptcy related events. The Monetization Notes are subject to a mechanism that may cause them, subject to certain conditions, to be extended to November 5, 2020. The proceeds from the sale of the Monetization Notes were primarily used for the repayment of indebtedness. Greif, Inc. and its other subsidiaries have not extended any form of guaranty of the principal or interest on the Monetization Notes. Accordingly, Greif, Inc. and its other subsidiaries will not become directly or contingently liable for the payment of the Monetization Notes at any time.
The Buyer SPE is deemed to be a VIE since the assets of the Buyer SPE are not available to satisfy the liabilities of the Buyer SPE. The Buyer SPE is a separate and distinct legal entity from the Company, but the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, Buyer SPE has been consolidated into the operations of the Company.
At July 31, 2011 and October 31, 2010, assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments. For the nine month periods ended July 31, 2011 and 2010, the Buyer SPE recorded interest income of $1.8 million, respectively.
At July 31, 2011 and October 31, 2010, STA Timber had long-term debt of $43.3 million. For the nine month periods ended July 31, 2011 and 2010, STA Timber recorded interest expense of $1.7 million, respectively. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of Guarantee.
Flexible Products Joint Venture
On September 29, 2010, Greif, Inc. and its indirect subsidiary Greif International Holding Supra C.V. (“Greif Supra,”) formed a joint venture (referred to herein as the “Flexible Products JV”) with Dabbagh Group Holding Company Limited and its subsidiary National Scientific Company Limited (“NSC”). The Flexible Products JV owns the operations in the Flexible Products & Services segment, with the exception of the North American multi-wall bag business. The Flexible Products JV has been consolidated into the operations of the Company as of its formation date of September 29, 2010.
The Flexible Products 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 Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.
The economic and business purpose underlying the Flexible Products JV is to establish a global industrial flexible products enterprise through a series of targeted acquisitions and major investments in plant, machinery and equipment. All entities contributed to the Flexible Products JV were existing businesses acquired by Greif Supra and that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V. (“Asset Co.” and “Trading Co.”), respectively. The Company has 51% ownership in Trading Co. and 49% ownership in Asset Co. However, Greif Supra and NSC have equal economic interests in the Flexible Products JV, notwithstanding the actual ownership interests in the various legal entities.
All investments, loans and capital contributions are to be shared equally by Greif Supra and NSC and each partner has committed to contribute capital of up to $150 million and obtain third party financing for up to $150 million as required.
The following table presents the Flexible Products JV total net assets (Dollars in thousands):
                         
July 31, 2011   Asset Co.     Trading Co.     Flexible Products JV  
Total assets
  $ 191,907     $ 177,288     $ 369,195  
Total liabilities
    86,324       69,667       155,991  
 
                 
Net assets
  $ 105,583     $ 107,621     $ 213,204  
 
                 
                         
October 31, 2010   Asset Co.     Trading Co.     Flexible Products JV  
Total assets
  $ 187,727     $ 166,956     $ 354,683  
Total liabilities
    79,243       65,033       144,276  
 
                 
Net assets
  $ 108,484     $ 101,923     $ 210,407  
 
                 
Net income (loss) attributable to the non controlling interest in the Flexible Products JV for the three and nine months ended July 31, 2011 was $0.1 million and ($3.5) million respectively.
Long-Term Debt
LONG-TERM DEBT
NOTE 9 — LONG-TERM DEBT
Long-term debt is summarized as follows (Dollars in thousands):
                 
    July 31, 2011     October 31, 2010  
Credit Agreement
  $ 284,251     $ 273,700  
Senior Notes due 2017
    302,989       303,396  
Senior Notes due 2019
    242,771       242,306  
Senior Notes due 2021
    290,220        
Trade accounts receivable credit facility
    125,000       135,000  
Other long-term debt
    23,092       11,187  
 
           
 
    1,268,323       965,589  
Less current portion
    (12,500 )     (12,523 )
 
           
Long-term debt
  $ 1,255,823     $ 953,066  
 
           
Credit Agreement
On October 29, 2010, the Company obtained a $1.0 billion senior secured credit facility pursuant to an Amended and Restated Credit Agreement with a syndicate of financial institutions (the “Credit Agreement”). The Credit Agreement provides for a $750 million revolving multicurrency credit facility and a $250 million term loan, both expiring October 29, 2015, with an option to add $250 million to the facilities with the agreement of the lenders. The $250 million term loan is scheduled to amortize by $3.1 million each quarter-end for the first eight quarters, $6.3 million each quarter-end for the next eleven quarters and $156.3 million on the maturity date.
The Credit Agreement is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes and to finance acquisitions. Interest is based on a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. As of July 31, 2011, $284.3 million was outstanding under the Credit Agreement. The current portion of the Credit Agreement was $12.5 million and the long-term portion was $271.8 million. The weighted average interest rate on the Credit Agreement was 2.13% for the nine months ended July 31, 2011.
The Credit Agreement contains financial covenants that require the Company to maintain a certain leverage ratio and a fixed charge coverage ratio. At July 31, 2011, the Company was in compliance with these covenants.
Senior Notes due 2017
On February 9, 2007, the Company issued $300.0 million of 6.75% Senior Notes due February 1, 2017. Interest on these Senior Notes is payable semi-annually. Proceeds from the issuance of these Senior Notes were principally used to fund the purchase of previously outstanding 8.875% Senior Subordinated Notes in a tender offer and for general corporate purposes.
The fair value of these Senior Notes due 2017 was $319.5 million at July 31, 2011 based upon quoted market prices. The indenture pursuant to which these Senior Notes were issued contains certain covenants. At July 31, 2011, the Company was in compliance with these covenants.
Senior Notes due 2019
On July 28, 2009, the Company issued $250.0 million of 7.75% Senior Notes due August 1, 2019. Interest on these Senior Notes is payable semi-annually. Proceeds from the issuance of these Senior Notes were principally used for general corporate purposes, including the repayment of amounts outstanding under the Company’s revolving multicurrency credit facility, without any permanent reduction of the commitments.
The fair value of these Senior Notes due 2019 was $273.1 million at July 31, 2011, based upon quoted market prices. The indenture pursuant to which these Senior Notes were issued contains certain covenants. At July 31, 2011, the Company was in compliance with these covenants.
Senior Notes due 2021
On July 15, 2011, Greif, Inc.’s wholly-owned Luxembourg subsidiary, Greif Luxembourg Finance S.C.A., issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These Senior Notes are fully and unconditionally guaranteed on a senior basis by Greif, Inc. Interest on these Senior Notes is payable semi-annually. A portion of the proceeds from the issuance of these Senior Notes was used to repay non-U.S. borrowings under the Company’s revolving multicurrency credit facility, without any permanent reduction of the commitments, and the remaining proceeds are available for general corporate purposes, including the financing of acquisitions.
The fair value of these Senior Notes due 2021 was $293.1 million at July 31, 2011, based upon quoted market prices. The indenture pursuant to which these Senior Notes were issued contains certain covenants. At July 31, 2011, the Company was in compliance with these covenants.
United States Trade Accounts Receivable Credit Facility
On December 8, 2008, the Company entered into a $135.0 million trade accounts receivable credit facility with a financial institution and its affiliate, as purchasers, with a maturity date of December 8, 2013, subject to earlier termination of the purchasers’ commitment on September 29, 2011, or such later date to which the purchase commitment may be extended by agreement of the parties. The credit facility is secured by certain of the Company’s trade accounts receivable in the United States and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) plus a margin or other agreed-upon rate (0.75% at July 31, 2011). In addition, the Company can terminate the credit facility at any time upon five days prior written notice. A significant portion of the initial proceeds from this credit facility was used to pay the obligations under the previous trade accounts receivable credit facility, which was terminated. The remaining proceeds were and will be used to pay certain fees, costs and expenses incurred in connection with the credit facility and for working capital and general corporate purposes. At July 31, 2011, there was $125.0 million outstanding under the credit facility. The agreement for this credit facility contains financial covenants that require the Company to maintain a certain leverage ratio and a fixed charge coverage ratio. At July 31, 2011, the Company was in compliance with these covenants.
Greif Receivables Funding LLC (“GRF”), an indirect subsidiary of the Company, has participated in the purchase and transfer of receivables in connection with these credit facilities and is included in the Company’s consolidated financial statements. However, because GRF is a separate and distinct legal entity from the Company and its other subsidiaries, the assets of GRF are not available to satisfy the liabilities and obligations of the Company and its other subsidiaries, and the liabilities of GRF are not the liabilities or obligations of the Company and its other subsidiaries. This entity purchases and services the Company’s trade accounts receivable that are subject to this credit facility.
Other
In addition to the amounts borrowed under the Credit Agreement and proceeds from the Senior Notes and the United States Trade Accounts Receivable Credit Facility, at July 31, 2011, the Company had outstanding other debt of $140.5 million, comprised of $23.1 million in long-term debt and $117.4 million in short-term borrowings, compared to other debt outstanding of $72.1 million, comprised of $11.2 million in long-term debt and $60.9 million in short-term borrowings, at October 31, 2010. The $68.4 million increase was primarily due to funding acquisitions, capital expenditures and increased working capital requirements.
At July 31, 2011, the current portion of the Company’s long-term debt was $12.5 million. Annual maturities, including the current portion, of long-term debt under the Company’s various financing arrangements were $3.1 million in 2011, $35.6 million in 2012, $25.0 million in 2013, $150.0 million in 2014, $218.6 million in 2015 and $836.0 million thereafter.
At July 31, 2011 and October 31, 2010, the Company had deferred financing fees and debt issuance costs of $23.6 million and $21.4 million, respectively, which are included in other long-term assets.
Financial Instruments and Fair Value Measurements
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
NOTE 10 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial Instruments
The Company uses derivatives from time to time to partially mitigate the effect of exposure to interest rate movements, exposure to currency fluctuations, and energy cost fluctuations. Under ASC 815, “Derivatives and Hedging”, all derivatives are to be recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in the fair value of derivatives are recognized in either net income or in other comprehensive income, depending on the designated purpose of the derivative.
While the Company may be exposed to credit losses in the event of nonperformance by the counterparties to its derivative financial instrument contracts, its counterparties are established banks and financial institutions with high credit ratings. The Company has no reason to believe that such counterparties will not be able to fully satisfy their obligations under these contracts.
During the next three months, the Company expects to reclassify into earnings a net loss from accumulated other comprehensive loss of approximately $0.4 million after tax at the time the underlying hedge transactions are realized.
ASC 820, “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements for financial and non-financial assets and liabilities. Additionally, this guidance established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair values are as follows:
   
Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.
   
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities.
   
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.
Recurring Fair Value Measurements
The following table presents the fair value adjustments for those assets and (liabilities) measured on a recurring basis as of July 31, 2011 (Dollars in thousands):
                                         
    Fair Value Measurement     Balance sheet  
    Level 1     Level 2     Level 3     Total     Location  
Interest rate derivatives
  $     $ (671 )   $     $ (671 )   Other long-term liabilities  
Foreign exchange hedges
          (2,853 )           (2,853 )   Other current liabilities  
Energy hedges
          (27 )           (27 )   Other current liabilities  
 
                               
Total*
  $     $ (3,551 )   $     $ (3,551 )        
 
                               
     
*  
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings at July 31, 2011 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 interest rate swap agreements with various maturities through 2012. These interest rate swap agreements are used to manage the Company’s fixed and floating rate debt mix. Under these agreements, the Company receives interest monthly from the counterparties based upon the LIBOR and pays interest based upon a designated fixed rate over the life of the swap agreements.
The Company has two interest rate derivatives (floating to fixed swap agreements recorded as cash flow hedges) with a total notional amount of $125 million. Under these swap agreements, the Company receives interest based upon a variable interest rate from the counterparties (weighted average of 0.19% at July 31, 2011 and 0.26% at October 31, 2010) and pays interest based upon a fixed interest rate (weighted average of 1.78% at July 31, 2011 and October 31, 2010).
In the first quarter of 2010, the Company entered into a $100.0 million fixed to floating swap agreement which was recorded as a fair value hedge. Under this swap agreement, the Company received interest from the counterparty based upon a fixed rate of 6.75% and paid interest based upon a variable rate on a semi-annual basis. In the third quarter of 2010, the Company terminated this swap agreement, including any future cash flows. The termination of this swap agreement resulted in a cash benefit of $3.6 million ($2.2 million, net of tax).
Foreign Exchange Hedges
At July 31, 2011, the Company had outstanding foreign currency forward contracts in the notional amount of $157.1 million ($252.9 million at October 31, 2010). The purpose of these contracts is to hedge the Company’s exposure to foreign currency transactions and short-term intercompany loan balances in its international businesses. The fair value of these contracts at July 31, 2011 resulted in a loss of $2.6 million recorded in the consolidated statements of operations and a loss of $0.2 million recorded in other comprehensive income. The fair value of similar contracts at October 31, 2010 resulted in a gain of $0.8 million in the consolidated statements of operations and a loss of $2.3 million recorded in other comprehensive income.
Energy Hedges
The Company has entered into certain cash flow agreements to mitigate its exposure to cost fluctuations in natural gas prices through October 31, 2011. Under these hedge agreements, the Company agrees to purchase natural gas at a fixed price. At July 31, 2011, the notional amount of these hedges was $0.4 million ($2.4 million at October 31, 2010). The other comprehensive gain on these agreements was immaterial at July 31, 2011 and $0.3 million at October 31, 2010.
Other financial instruments
The estimated fair value of the Company’s long-term debt was $1,318.1 million and $1,021.5 million at July 31, 2011 and October 31, 2010, respectively. The current portion of the long-term debt was $12.5 million at July 31, 2011 and October 31, 2010. 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 debt of the same remaining maturities.
Non Recurring Fair Value Measurements
The Company has reviewed the fair value adjustments for those assets and (liabilities) measured on a non-recurring basis as of July 31, 2011 discussed herein.
Net Assets Held for Sale
Net assets held for sale are considered level two inputs which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. As of July 31, 2011, the Company had not recognized any impairment related to net assets held for sale.
Long-Lived Assets
As part of the Company’s restructuring plans following recent acquisitions, the Company may close manufacturing facilities during the next few years. The long-lived assets are considered level two inputs which were valued based on bids received from third parties and using discounted cash flow analysis based on assumptions that the Company believes market participants would use. Key inputs included anticipated revenues, associated manufacturing costs, capital expenditures and discount, growth and tax rates. The Company recorded restructuring-related expenses for the nine-month period ended July 31, 2011 of $0.4 million on long lived assets with net book values of $1.3 million.
Goodwill and Long Lived Intangible Assets
The Company performs an impairment test for goodwill on an annual basis and when events and circumstances indicate impairment may have occurred. The Company concluded that no impairment existed at October 31, 2010. There have been no changes during the third quarter of 2011 that would warrant impairment considerations, other then previously disclosed. The 2011 impairment test will be performed during the fourth quarter of 2011.
Stock-Based Compensation
STOCK-BASED COMPENSATION
NOTE 11 — STOCK-BASED COMPENSATION
Stock-based compensation is accounted for in accordance with ASC 718, “Compensation — Stock Compensation”, which requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the Company’s consolidated statements of operations over the requisite service periods. The Company uses the straight-line single option method of expensing stock options to recognize compensation expense in its consolidated statements of operations for all share-based awards. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense will be reduced to account for estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. No stock options were granted in 2011 or 2010. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the provisions of ASC 718.
Income Taxes
INCOME TAXES
NOTE 12 — INCOME TAXES
The effective tax rate was 25.4% and 18.2% for the three months ended July 31, 2011 and 2010, respectively, and 24.3% and 18.9% for the nine months ended July 31, 2011 and 2010 respectively. The change in the effective tax rate is primarily attributable to the recognition of a valuation allowance on deferred tax assets in 2011, the incremental benefit from an alternative fuel tax credit in 2010, and other discrete tax items recognized in these periods.
The Company has estimated the reasonably possible expected net change in unrecognized tax benefits through July 31, 2011 based on expected settlements or payments of uncertain tax positions, and lapses of the applicable statutes of limitations of unrecognized tax benefits under ASC 740, “Income Taxes.”
Retirement Plans and Postretirement Health Care and Life Insurance Benefits
RETIREMENT PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
NOTE 13 — RETIREMENT PLANS AND POSTRETIREMENT HEALTH CARE AND LIFE INSURANCE BENEFITS
The components of net periodic pension cost include the following (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Service cost
  $ 2,239     $ 2,293     $ 6,717     $ 6,879  
Interest cost
    4,159       3,998       12,477       11,994  
Expected return on plan assets
    (4,928 )     (4,524 )     (14,784 )     (13,572 )
Amortization of prior service cost, initial net asset and net actuarial gain
    2,160       1,700       6,480       5,100  
 
                       
Net periodic pension costs
  $ 3,630     $ 3,467     $ 10,890     $ 10,401  
 
                       
The Company made $16.9 million in pension contributions in the nine months ended July 31, 2011. The Company estimates $29.7 million of pension contributions for the entire 2011 fiscal year.
The components of net periodic cost for postretirement benefits include the following (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Service cost
  $ 2     $ 1     $ 6     $ 3  
Interest cost
    219       283       657       849  
Amortization of prior service cost and recognized actuarial gain
    (334 )     (251 )     (1,002 )     (753 )
 
                       
Net periodic cost for postretirement benefits
  $ (113 )   $ 33     $ (339 )   $ 99  
 
                       
Contingent Liabilities
CONTINGENT LIABILITIES
NOTE 14 — CONTINGENT LIABILITIES
Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, product liability and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot now be determined because of considerable uncertainties that exist. Therefore, it is possible that results of operations or liquidity in a particular period could be materially affected by certain contingencies.
In accordance with ASC 450, “Contingencies”, the Company accrues for a litigation-related liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information known to the Company, the Company believes that its reserves for these litigation-related liabilities are reasonable and that the ultimate outcome of any pending matters is not likely to have a material adverse effect on the Company’s financial position or results from operations.
Environmental Reserves
At July 31, 2011 and October 31, 2010, the Company had recorded liabilities of $25.9 million and $26.2 million, respectively, for estimated environmental remediation costs. The liabilities were recorded on an undiscounted basis and are included in other long-term liabilities. At July 31, 2011 and October 31, 2010, the Company had recorded environmental liability reserves of $14.0 million and $14.5 million, respectively, for its blending facility in Chicago, Illinois and $10.2 million and $10.3 million, respectively, for various European drum facilities acquired in November 2006 as well as the facility in Lier, Belgium. 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.
The Company anticipates that cash expenditures in future periods for remediation costs at identified sites will be made over an extended period of time. Given the inherent uncertainties in evaluating environmental exposures, actual costs may vary from those estimated at July 31, 2011. 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.
Earnings Per Share
EARNINGS PER SHARE
NOTE 15 —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 first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder allocated assuming all of the earnings for the period have been distributed in the form of dividends.
The Company calculates Class A EPS as follows: (i) multiply 40% times the average Class A shares outstanding, then divide that amount by the product of 40% of the average Class A shares outstanding plus 60% of the average Class B shares outstanding to get a percentage, (ii) divide undistributed net income attributable to Greif, Inc. by the average Class A shares outstanding, then (iii) multiply item (i) by item (ii), and finally (iv) add item (iii) to the Class A cash dividend per share. Diluted shares are factored into the Class A calculation.
The Company calculates Class B EPS as follows: (i) multiply 60% times the average Class B shares outstanding, then divide that amount by the product of 40% of the average Class A shares outstanding plus 60% of the average Class B shares outstanding to get a percentage, (ii) divide undistributed net income attributable to Greif, Inc. by the average Class B shares outstanding, then (iii) multiply item (i) by item (ii), and finally (iv) add item (iii) to the Class B cash dividend per share. Class B diluted EPS is identical to Class B basic EPS.
The following table provides EPS information for each period, respectively:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
(In thousands, except per share data)   2011     2010     2011     2010  
 
                               
Numerator for basic and diluted EPS
                               
Net income attributable to Greif, Inc.
  $ 62,940     $ 65,975     $ 155,265     $ 133,428  
Cash dividends
    24,566       24,507       73,396       68,607  
 
                       
Undistributed net income attributable to Greif, Inc.
  $ 38,374     $ 41,468     $ 81,869     $ 64,821  
 
                               
Denominator for basic EPS
                               
Class A common stock
    24,897,665       24,687,006       24,837,097       24,623,262  
Class B common stock
    22,362,266       22,444,488       22,386,818       22,456,340  
Denominator for diluted EPS
                               
Class A common stock
    25,100,003       24,999,901       25,041,395       24,930,839  
Class B common stock
    22,362,266       22,444,488       22,386,818       22,456,340  
 
                               
EPS Basic
                               
Class A common stock
  $ 1.08     $ 1.13     $ 2.66     $ 2.29  
Class B common stock
  $ 1.61     $ 1.70     $ 3.98     $ 3.43  
 
                               
EPS Diluted
                               
Class A common stock
  $ 1.07     $ 1.12     $ 2.65     $ 2.28  
Class B common stock
  $ 1.61     $ 1.70     $ 3.98     $ 3.43  
 
                               
Dividends per share
                               
Class A common stock
  $ 0.42     $ 0.42     $ 1.26     $ 1.18  
Class B common stock
  $ 0.63     $ 0.63     $ 1.88     $ 1.76  
Class A Common Stock is entitled to cumulative dividends of one cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to a half-cent a share per year. Further distribution in any year must be made in proportion of one cent a share for Class A Common Stock to one and a half cents a share for Class B Common Stock. The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.
Common stock repurchases
The Company’s Board of Directors has authorized the purchase of up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. During the first nine months of 2011, the Company repurchased no shares of Class A Common Stock and 50,000 shares of Class B Common Stock. As of July 31, 2011, the Company had repurchased 2,933,272 shares, including 1,416,752 shares of Class A Common Stock and 1,516,520 shares of Class B Common Stock, under this program. The total cost of the shares repurchased from November 1, 2009 through July 31, 2011 was approximately $5.8 million.
The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:
                                 
                  Outstanding        
    Authorized Shares     Issued Shares     Shares     Treasury Shares  
July 31, 2011:
                               
Class A Common Stock
    128,000,000       42,281,920       24,957,182       17,324,738  
Class B Common Stock
    69,120,000       34,560,000       22,362,266       12,197,734  
October 31, 2010:
                               
Class A Common Stock
    128,000,000       42,281,920       24,756,974       17,524,946  
Class B Common Stock
    69,120,000       34,560,000       22,412,266       12,147,734  
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Class A Common Stock:
                               
Basic shares
    24,897,665       24,687,006       24,837,097       24,623,262  
Assumed conversion of stock options
    202,338       312,895       204,298       307,577  
 
                       
Diluted shares
    25,100,003       24,999,901       25,041,395       24,930,839  
 
                       
 
                               
Class B Common Stock:
                               
Basic and diluted shares
    22,362,266       22,444,488       22,386,818       22,456,340  
 
                       
No stock options were antidilutive for the nine month periods ended July 31, 2011 and 2010, respectively.
Equity Earnings (Losses) of Unconsolidated Affiliates, Net of Tax and Net Income Attributable to Noncontrolling Interests
EQUITY EARNINGS (LOSSES) OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
NOTE 16 — EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Equity earnings of unconsolidated affiliates, net of tax
Equity earnings of unconsolidated affiliates, net of tax represent investments in affiliates in which the Company does not exercise control and has a 20 percent or more voting interest. Such investments in affiliates are accounted for using the equity method of accounting. If the fair value of an investment in an affiliate is below its carrying value and the difference is deemed to be other than temporary, the difference between the fair value and the carrying value is charged to earnings. The Company has an equity interest in seven affiliates. Equity earnings of unconsolidated affiliates, net of tax for the nine months ended July 31, 2011 and 2010 were $2.0 and $3.3 million, respectively. There were no dividends received from the Company’s equity method affiliates for the nine months ended July 31, 2011 and 2010. The Company has made loans to an entity deemed a VIE and accounted for as an unconsolidated equity investment. These loans bear interest at various interest rates. The original principal balance of these loans was $22.2 million. As of July 31, 2011 these loans had an outstanding balance of $21.3 million.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests represent the portion of earnings or losses from the operations of the Company’s majority owned subsidiaries that were deducted from net income to arrive at net income attributable to the Company. Net income attributable to noncontrolling interests for the three months ended July 31, 2011 and 2010 was $2.0 million and $1.8 million, respectively. Net income attributable to noncontrolling interests for the nine months ended July 31, 2011 and 2010 was $1.4 million and $5.4 million.
Comprehensive Income and Shareholders Equity
COMPREHENSIVE INCOME
NOTE 17 — COMPREHENSIVE INCOME AND SHAREHOLDERS EQUITY
Comprehensive income is comprised of net income and other charges and credits to equity that are not the result of transactions with the Company’s owners. The components of comprehensive income are as follows (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Net income
  $ 64,974     $ 67,759     $ 156,662     $ 138,822  
Other comprehensive income:
                               
Foreign currency translation adjustment
    (23,574 )     79,050       151       (13,078 )
 
                               
Changes in fair value of interest rate and other derivatives, net of tax
    336       (1,123 )     1,086       333  
Minimum pension liabilities adjustment, net of tax
    65       136       (786 )     1,079  
 
                       
Comprehensive income
  $ 41,801     $ 145,822     $ 157,113     $ 127,156  
 
                       
The following is the income tax benefit (expense) for each other comprehensive income line items:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Income tax benefit (expense):
                               
Changes in fair value of interest rate and other derivatives, net of tax
    (181 )     605       (585 )     (179 )
Minimum pension liabilities adjustment, net of tax
    (22 )     (30 )     252       (251 )
The components of Shareholders’ Equity from October 31, 2010 to July 31, 2011 (Dollars in thousands):
                                                                 
                        Non-     Accumulated Other        
    Common             Treasury             Retained     controlling     Comprehensive     Shareholders’  
    Shares     Amount     Shares     Amount     Earnings     interests     Income (Loss)     Equity  
As of October 31, 2010
    47,169     $ 106,057       29,673     $ (117,394 )   $ 1,323,477     $ 76,711     $ (33,419 )   $ 1,355,432  
Net income
                                    155,265       1,397               156,662  
Other comprehensive income (loss):
                                                    451       451  
 
                                                             
Comprehensive income, attributable to Greif, Inc.
                                                            157,113  
 
                                                             
Noncontrolling interests and other
                                            24,677               24,677  
Foreign currency translation on noncontrolling interests
                                            6,556               6,556  
Dividends paid
                                    (73,396 )                     (73,396 )
Stock options exercised
    144       1,866       (144 )     295                               2,161  
Tax benefit of stock options
            77                                               77  
Treasury shares acquired
    (50 )             50       (3,060 )                             (3,060 )
Restricted stock directors
    11       697       (11 )     23                               720  
Restricted stock executives
    5       308       (5 )     10                               318  
Long-term incentive shares issued
    40       2,349       (40 )     83                               2,432  
 
                                               
As of July 31, 2011
    47,319     $ 111,354       29,523     $ (120,043 )   $ 1,405,346     $ 109,341     $ (32,968 )   $ 1,473,030  
 
                                               

During the third quarter of fiscal 2011, the Company recorded an out-of-period increase in non-controlling interest of $24.7 million and a corresponding decrease in accumulated other comprehensive income (loss) to correct these balances as stated at October 31, 2010. The amount did not impact total Shareholders’ Equity or cash flows and was not material to current or prior periods.

Business Segment Information
BUSINESS SEGMENT INFORMATION
NOTE 18 — BUSINESS SEGMENT INFORMATION
The Company operates in four business segments: Rigid Industrial Packaging & Services, Flexible Products & Services, Paper Packaging, and Land Management.
Operations in the Rigid Industrial Packaging & Services segment involve the production and sale of rigid industrial packaging products, such as steel, fiber and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, water bottles and reconditioned containers, and services, such as container lifecycle management, blending, filling and other packaging services, logistics and warehousing. The Company’s rigid industrial packaging products are sold to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral, among others.
Operations in the Flexible Products & Services segment involve the production and sale of flexible intermediate bulk containers and related services on a global basis and industrial and consumer multiwall bag products in the North America market. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is partly produced at our fully integrated production sites, as well as sourced from strategic regional suppliers. Our flexible products are sold to customers and in market segments similar to those of our Rigid Industrial Packaging & Services segment. Additionally, our flexible products significantly expand our presence in the agricultural and food industries, among others. Our industrial and consumer multiwall bag products are used to ship a wide range of industrial and consumer products, such as seed, fertilizers, chemicals, concrete, flour, sugar, feed, pet foods, popcorn, charcoal and salt, primarily for the agricultural, chemical, building products and food industries.
Operations in the Paper Packaging segment involve the production and sale of containerboard, corrugated sheets and other corrugated products to customers in North America. The Company’s corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components, books and furniture, as well as numerous other applications. Operations related to the Company’s industrial and consumer multiwall bag products were reclassified from this segment to the Flexible Products & Services segment in the first quarter of 2010.
Operations in the Land Management segment involve the management and sale of timber and special use properties from approximately 266,100 acres of timber properties in the southeastern United States, which are actively managed, and 14,700 acres of timber properties in Canada, which are not actively managed. The Company’s Land Management team is focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, the Company seeks to maintain a consistent cutting schedule, within the limits of market and weather conditions. The Company also sells, from time to time, timberland and special use properties, which consists of surplus properties, higher and better use (“HBU”) properties, and development properties.
The Company’s reportable segments are strategic business units that offer different products and services. The accounting policies of the reportable segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2010 Form 10-K.
The following segment information is presented for the periods indicated (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31,     July 31,  
    2011     2010     2011     2010  
 
               
Net sales
                               
Rigid Industrial Packaging & Services
  $ 804,013     $ 681,709     $ 2,201,850     $ 1,883,017  
Flexible Products & Services
    141,170       66,938       403,994       128,679  
Paper Packaging
    172,760       168,758       496,064       444,548  
Land Management
    3,959       3,928       14,552       11,351  
 
                       
Total net sales
  $ 1,121,902     $ 921,333     $ 3,116,460     $ 2,467,595  
 
                       
Operating profit:
                               
Rigid Industrial Packaging & Services
  $ 71,988     $ 71,477     $ 184,191     $ 184,382  
Flexible Products & Services
    7,756       2,813       11,182       (1,497 )
Paper Packaging
    17,559       18,862       56,555       30,196  
Land Management
    10,743       2,522       16,120       6,013  
 
                       
Total operating profit
    108,046       95,674       268,048       219,094  
 
                       
Restructuring charges:
                               
Rigid Industrial Packaging & Services
    3,411       5,259       7,960       15,933  
Flexible Products & Services
    683       45       3,914       45  
Paper Packaging
    (698 )     4,475       (461 )     4,588  
Land Management
                (6 )      
 
                       
Total restructuring charges
    3,396       9,779       11,407       20,566  
 
                       
Restructuring-related inventory charges:
                               
Rigid Industrial Packaging & Services
          94             131  
 
                       
Total restructuring-related inventory charges
          94             131  
 
                       
Acquisition-related costs:
                               
Rigid Industrial Packaging & Services
    2,132       2,587       6,340       6,390  
Flexible Products & Services
    531       2,889       12,888       13,729  
 
                       
Total acquisition-related costs
    2,663       5,476       19,228       20,119  
 
                       
Non-cash intangible asset impairment charge:
                               
Flexible Products & Services
    2,962             2,962        
 
                       
Total non-cash intangible asset impairment charge
    2,962             2,962        
 
                       
Operating profit before special items:
                               
Rigid Industrial Packaging & Services
    77,531       79,417       198,491       206,836  
Flexible Products & Services
    11,932       5,747       30,946       12,277  
Paper Packaging
    16,861       23,337       56,094       34,784  
Land Management
    10,743       2,522       16,114       6,013  
 
                       
Total operating profit before special items*
  $ 117,067     $ 111,023     $ 301,645     $ 259,910  
 
                       
Depreciation, depletion and amortization expense:
                               
Rigid Industrial Packaging & Services
  $ 22,496     $ 18,394     $ 64,693     $ 59,584  
Flexible Products & Services
    4,157       902       12,477       1,882  
Paper Packaging
    7,786       7,801       23,363       21,611  
Land Management
    476       652       2,084       1,850  
 
                       
Total depreciation, depletion and amortization expense
  $ 34,915     $ 27,749     $ 102,617     $ 84,927  
 
                       
     
*  
Total operating profit before special items represents operating profit before the impact of restructuring charges, restructuring-related inventory charges, acquisition-related costs and a non-cash intangible asset impairment charge.
The following table presents net sales to external customers by geographic area (Dollars in thousands):
                                 
    Three months ended July 31,     Nine months ended July 31,  
    2011     2010     2011     2010  
Net sales:
                               
North America
  $ 502,391     $ 465,268     $ 1,426,171     $ 1,247,095  
Europe, Middle East and Africa
    445,301       313,756       1,196,979       826,674  
Asia Pacific and Latin America
    174,210       142,309       493,310       393,826  
 
                       
Total net sales
  $ 1,121,902     $ 921,333     $ 3,116,460     $ 2,467,595  
 
                       
The following table presents total assets by segment and geographic area (Dollars in thousands):
      00000000000000        00000000000000   
    July 31, 2011     October 31, 2010  
Assets:
               
Rigid Industrial Packaging & Services
  $ 2,543,611     $ 2,094,244  
Flexible Products & Services
    380,518       353,715  
Paper Packaging
    436,286       435,555  
Land Management
    278,678       274,352  
 
           
Total segments
    3,639,093       3,157,866  
 
           
Corporate and other
    364,799       340,579  
 
           
Total assets
  $ 4,003,892     $ 3,498,445  
 
           
      00000000000000        00000000000000   
Assets:
               
North America
  $ 1,519,120     $ 1,895,475  
Europe, Middle East and Africa
    1,573,068       1,012,131  
Asia Pacific and Latin America
    911,704       590,839  
 
           
Total assets
  $ 4,003,892     $ 3,498,445  
 
           
Subsequent Events
SUBSEQUENT EVENTS
NOTE 19 — SUBSEQUENT EVENT
On August 3, 2011, the Company acquired a company in the business of reconditioning steel drums, plastic drums and intermediate bulk containers and manufacturing new tinplate pails and containers. The acquired company operates from eight production facilities in Europe, and its results will be reported in the Rigid Industrial Packaging & Services segment.
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
In June 2009, the Financial Accounting Standards Board (“FASB”) amended Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing”. The amendment to ASC 860 requires an enterprise to evaluate whether the transaction is legally isolated from the Company and whether the results of the transaction are consolidated within the consolidated financial statements. The Company adopted the new guidance beginning November 1, 2010, and the adoption of the new guidance did not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
In June 2009, the FASB amended ASC 810, “Consolidation”. The amendment to ASC 810 changed the methodology for determining the primary beneficiary of a variable interest entity (“VIE”) from a quantitative risk and rewards based model to a qualitative determination. It also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a VIE. Accordingly, the Company reevaluated its previous ASC 810 conclusions, including (1) whether an entity is a VIE, (2) whether the enterprise is the VIE’s primary beneficiary, and (3) what type of financial statement disclosures are required. The Company adopted the new guidance beginning November 1, 2010, and the adoption of the new guidance did not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
Effective July 1, 2009, changes to the ASC are communicated through an Accounting Standards Update (“ASU”). As of July 31, 2011, the FASB has issued ASU’s 2009-01 through 2011-07. The Company has reviewed each ASU and determined that they will not have a material impact on the Company’s financial position, results of operations or cash flows, other than the related disclosures.
In December 2010, the FASB issued ASU 2010-29 “Business Combinations: Disclosure of supplementary pro forma information for business combinations”. The amendment to ASC 805 “Business Combinations” requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. The Company will adopt the new guidance beginning November 1, 2011, and the adoption of the new guidance will not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
In June 2011, the FASB issued ASU 2011-05 “Comprehensive Income: Presentation of comprehensive income.” The amendment to ASC 220 “Comprehensive Income” requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income, and the total of comprehensive income. The Company will adopt the new guidance beginning November 1, 2011, and the adoption of the new guidance will not impact the Company’s financial position, results of operations or cash flows, other than the related disclosures.
Acquisitions, Divestitures and Other Significant Transactions (Tables)
Acquisitions
                                                         
    # of     Purchase Price,             Operating     Tangible     Intangible        
    Acquisitions     net of Cash     Revenue     Profit     Assets, net     Assets     Goodwill  
Total 2011 Acquisitions
    5     $ 185,703     $ 24,590     $ 3,490     $ 62,359     $ 80,958     $ 66,329  
Total 2010 Acquisitions
    12     $ 176,156     $ 268,443     $ 19,042     $ 108,991     $ 49,467     $ 129,830  
Note: Purchase price, net of cash acquired, does not factor payments for earn-out provisions on prior acquisitions. Revenue and operating profit represent activity only in the year of acquisition.
Inventories (Tables)
Summarization of inventories
                 
    July 31,     October 31,  
    2011     2010  
Finished Goods
  $ 115,008     $ 92,469  
Raw materials and work-in-process
    369,769       304,103  
 
           
 
  $ 484,777     $ 396,572  
 
           
Goodwill and Other Intangible Assets (Tables)
The following table summarizes the changes in the carrying amount of goodwill by segment for the nine month period ended July 31, 2011 (Dollars in thousands):
                                         
    Rigid Industrial                          
    Packaging &     Flexible Products &                    
    Services     Services     Paper Packaging     Land Management     Total  
Balance at October 31, 2010
  $ 570,661     $ 78,261     $ 60,653     $ 150     $ 709,725  
Goodwill acquired
    66,329                         66,329  
Goodwill adjustments
    3,325       (1,632 )                 1,693  
Currency translation
    13,365       3,682                   17,047  
 
                             
Balance at July 31, 2011
  $ 653,680     $ 80,311     $ 60,653     $ 150     $ 794,794  
 
                             
The following table summarizes the carrying amount of net intangible assets by class as of July 31, 2011 and October 31, 2010 (Dollars in thousands):
                         
          Accumulated     Net Intangible  
    Gross Intangible Assets     Amortization     Assets  
October 31, 2010:
                       
Trademark and patents
  $ 42,878     $ 17,184     $ 25,694  
Non-compete agreements
    20,456       7,774       12,682  
Customer relationships
    153,131       27,091       126,040  
Other
    15,235       6,412       8,823  
 
                 
Total
  $ 231,700     $ 58,461     $ 173,239  
 
                 
July 31, 2011:
                       
Trademark and patents
  $ 54,422     $ 20,912     $ 33,510  
Non-compete agreements
    27,055       8,822       18,233  
Customer relationships
    212,393       35,365       177,028  
Other
    21,874       9,202       12,672  
 
                 
Total
  $ 315,744     $ 74,301     $ 241,443  
 
                 
Restructuring Charges (Tables)
The following is a reconciliation of the beginning and ending restructuring reserve balances for the nine month period ended July 31, 2011 (Dollars in thousands):
                                 
                    Non-cash  
    Cash Charges     Charges  
    Employee                      
    Separation           Asset        
    Costs     Other Costs     Impairments     Total  
 
                               
Balance at October 31, 2010
  $ 12,668     $ 7,570     $     $ 20,238  
Costs incurred and charged to expense
    6,197       4,841       369       11,407  
Costs paid or otherwise settled
    (11,453 )     (6,008 )     (110 )     (17,571 )
 
                       
 
                               
Balance at July 31, 2011
  $ 7,412     $ 6,403     $ 259     $ 14,074  
 
                       
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans which are anticipated to be realized in 2011 and 2012 or plans that are being formulated and have not been announced as of the date of this Form 10-Q (Dollars in thousands):
                                 
    Amounts Expected     Three months ended     Nine months ended     Amounts Remaining  
    to be Incurred     July 31, 2011     July 31, 2011     to be Incurred  
Rigid Industrial Packaging & Services
                               
Employee separation costs
  $ 4,064     $ 2,015     $ 4,055     $ 9  
Asset impairments
    333             333        
Other restructuring costs
    8,587       1,397       3,572       5,015  
 
                       
 
    12,984       3,412       7,960       5,024  
Flexible Products & Services
                               
Employee separation costs
    2,834       652       2,834        
Other restructuring costs
    1,307       30       1,080       227  
 
                       
 
    4,141       682       3,914       227  
Paper Packaging
                               
Employee separation costs
          (701 )     (685 )      
Asset impairments
    36             36        
Other restructuring costs
    189       3       189        
 
                       
 
    225       (698 )     (460 )      
Land Management
                               
Employee separation costs
                (7 )      
 
                       
 
  $ 17,350     $ 3,396     $ 11,407     $ 5,251  
 
                       
Variable Interest Entities (Tables)
Total net assets of flexible packaging JV
The following table presents the Flexible Products JV total net assets (Dollars in thousands):
                         
July 31, 2011   Asset Co.     Trading Co.     Flexible Products JV  
Total assets
  $ 191,907     $ 177,288     $ 369,195  
Total liabilities
    86,324       69,667       155,991  
 
                 
Net assets
  $ 105,583     $ 107,621     $ 213,204  
 
                 
                         
October 31, 2010   Asset Co.     Trading Co.     Flexible Products JV  
Total assets
  $ 187,727     $ 166,956     $ 354,683  
Total liabilities
    79,243       65,033       144,276  
 
                 
Net assets
  $ 108,484     $ 101,923     $ 210,407  
 
                 
Long-Term Debt (Tables)
Summary of Long-term debt
Long-term debt is summarized as follows (Dollars in thousands):
                 
    July 31, 2011     October 31, 2010  
Credit Agreement
  $ 284,251     $ 273,700  
Senior Notes due 2017
    302,989       303,396  
Senior Notes due 2019
    242,771       242,306  
Senior Notes due 2021
    290,220        
Trade accounts receivable credit facility
    125,000       135,000  
Other long-term debt
    23,092       11,187  
 
           
 
    1,268,323       965,589  
Less current portion
    (12,500 )     (12,523 )
 
           
Long-term debt
  $ 1,255,823     $ 953,066  
 
           
Financial Instruments and Fair Value Measurements (Tables)
Recurring fair value measurements
The following table presents the fair value adjustments for those assets and (liabilities) measured on a recurring basis as of July 31, 2011 (Dollars in thousands):
                                         
    Fair Value Measurement     Balance sheet  
    Level 1     Level 2     Level 3     Total     Location  
Interest rate derivatives
  $     $ (671 )   $     $ (671 )   Other long-term liabilities  
Foreign exchange hedges
          (2,853 )           (2,853 )   Other current liabilities  
Energy hedges
          (27 )           (27 )   Other current liabilities  
 
                               
Total*
  $     $ (3,551 )   $     $ (3,551 )        
 
                               
     
*  
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings at July 31, 2011 approximate their fair values because of the short-term nature of these items and are not included in this table.
Retirement Plans and Postretirement Health Care and Life Insurance Benefits (Tables)
The components of net periodic pension cost include the following (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Service cost
  $ 2,239     $ 2,293     $ 6,717     $ 6,879  
Interest cost
    4,159       3,998       12,477       11,994  
Expected return on plan assets
    (4,928 )     (4,524 )     (14,784 )     (13,572 )
Amortization of prior service cost, initial net asset and net actuarial gain
    2,160       1,700       6,480       5,100  
 
                       
Net periodic pension costs
  $ 3,630     $ 3,467     $ 10,890     $ 10,401  
 
                       
The components of net periodic cost for postretirement benefits include the following (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Service cost
  $ 2     $ 1     $ 6     $ 3  
Interest cost
    219       283       657       849  
Amortization of prior service cost and recognized actuarial gain
    (334 )     (251 )     (1,002 )     (753 )
 
                       
Net periodic cost for postretirement benefits
  $ (113 )   $ 33     $ (339 )   $ 99  
 
                       
Earnings Per Share (Tables)
The following table provides EPS information for each period, respectively:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
(In thousands, except per share data)   2011     2010     2011     2010  
 
                               
Numerator for basic and diluted EPS
                               
Net income attributable to Greif, Inc.
  $ 62,940     $ 65,975     $ 155,265     $ 133,428  
Cash dividends
    24,566       24,507       73,396       68,607  
 
                       
Undistributed net income attributable to Greif, Inc.
  $ 38,374     $ 41,468     $ 81,869     $ 64,821  
 
                               
Denominator for basic EPS
                               
Class A common stock
    24,897,665       24,687,006       24,837,097       24,623,262  
Class B common stock
    22,362,266       22,444,488       22,386,818       22,456,340  
Denominator for diluted EPS
                               
Class A common stock
    25,100,003       24,999,901       25,041,395       24,930,839  
Class B common stock
    22,362,266       22,444,488       22,386,818       22,456,340  
 
                               
EPS Basic
                               
Class A common stock
  $ 1.08     $ 1.13     $ 2.66     $ 2.29  
Class B common stock
  $ 1.61     $ 1.70     $ 3.98     $ 3.43  
 
                               
EPS Diluted
                               
Class A common stock
  $ 1.07     $ 1.12     $ 2.65     $ 2.28  
Class B common stock
  $ 1.61     $ 1.70     $ 3.98     $ 3.43  
 
                               
Dividends per share
                               
Class A common stock
  $ 0.42     $ 0.42     $ 1.26     $ 1.18  
Class B common stock
  $ 0.63     $ 0.63     $ 1.88     $ 1.76  
The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:
                                 
                  Outstanding        
    Authorized Shares     Issued Shares     Shares     Treasury Shares  
July 31, 2011:
                               
Class A Common Stock
    128,000,000       42,281,920       24,957,182       17,324,738  
Class B Common Stock
    69,120,000       34,560,000       22,362,266       12,197,734  
October 31, 2010:
                               
Class A Common Stock
    128,000,000       42,281,920       24,756,974       17,524,946  
Class B Common Stock
    69,120,000       34,560,000       22,412,266       12,147,734  
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Class A Common Stock:
                               
Basic shares
    24,897,665       24,687,006       24,837,097       24,623,262  
Assumed conversion of stock options
    202,338       312,895       204,298       307,577  
 
                       
Diluted shares
    25,100,003       24,999,901       25,041,395       24,930,839  
 
                       
 
                               
Class B Common Stock:
                               
Basic and diluted shares
    22,362,266       22,444,488       22,386,818       22,456,340  
 
                       
Comprehensive Income and Shareholders Equity (Tables)
Comprehensive income is comprised of net income and other charges and credits to equity that are not the result of transactions with the Company’s owners. The components of comprehensive income are as follows (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Net income
  $ 64,974     $ 67,759     $ 156,662     $ 138,822  
Other comprehensive income:
                               
Foreign currency translation adjustment
    (23,574 )     79,050       151       (13,078 )
 
                               
Changes in fair value of interest rate and other derivatives, net of tax
    336       (1,123 )     1,086       333  
Minimum pension liabilities adjustment, net of tax
    65       136       (786 )     1,079  
 
                       
Comprehensive income
  $ 41,801     $ 145,822     $ 157,113     $ 127,156  
 
                       
The following is the income tax benefit (expense) for each other comprehensive income line items:
                                 
    Three months ended     Nine months ended  
    July 31     July 31  
    2011     2010     2011     2010  
Income tax benefit (expense):
                               
Changes in fair value of interest rate and other derivatives, net of tax
    (181 )     605       (585 )     (179 )
Minimum pension liabilities adjustment, net of tax
    (22 )     (30 )     252       (251 )
The components of Shareholders’ Equity from October 31, 2010 to July 31, 2011 (Dollars in thousands):
                                                                 
                        Non-     Accumulated Other        
    Common             Treasury             Retained     controlling     Comprehensive     Shareholders’  
    Shares     Amount     Shares     Amount     Earnings     interests     Income (Loss)     Equity  
As of October 31, 2010
    47,169     $ 106,057       29,673     $ (117,394 )   $ 1,323,477     $ 76,711     $ (33,419 )   $ 1,355,432  
Net income
                                    155,265       1,397               156,662  
Other comprehensive income (loss):
                                                    451       451  
 
                                                             
Comprehensive income, attributable to Greif, Inc.
                                                            157,113  
 
                                                             
Noncontrolling interests and other
                                            24,677               24,677  
Foreign currency translation on noncontrolling interests
                                            6,556               6,556  
Dividends paid
                                    (73,396 )                     (73,396 )
Stock options exercised
    144       1,866       (144 )     295                               2,161  
Tax benefit of stock options
            77                                               77  
Treasury shares acquired
    (50 )             50       (3,060 )                             (3,060 )
Restricted stock directors
    11       697       (11 )     23                               720  
Restricted stock executives
    5       308       (5 )     10                               318  
Long-term incentive shares issued
    40       2,349       (40 )     83                               2,432  
 
                                               
As of July 31, 2011
    47,319     $ 111,354       29,523     $ (120,043 )   $ 1,405,346     $ 109,341     $ (32,968 )   $ 1,473,030  
 
                                               
Business Segment Information (Tables)

The following segment information is presented for the periods indicated (Dollars in thousands):
                                 
    Three months ended     Nine months ended  
    July 31,     July 31,  
    2011     2010     2011     2010  
 
               
Net sales
                               
Rigid Industrial Packaging & Services
  $ 804,013     $ 681,709     $ 2,201,850     $ 1,883,017  
Flexible Products & Services
    141,170       66,938       403,994       128,679  
Paper Packaging
    172,760       168,758       496,064       444,548  
Land Management
    3,959       3,928       14,552       11,351  
 
                       
Total net sales
  $ 1,121,902     $ 921,333     $ 3,116,460     $ 2,467,595  
 
                       
Operating profit:
                               
Rigid Industrial Packaging & Services
  $ 71,988     $ 71,477     $ 184,191     $ 184,382  
Flexible Products & Services
    7,756       2,813       11,182       (1,497 )
Paper Packaging
    17,559       18,862       56,555       30,196  
Land Management
    10,743       2,522       16,120       6,013  
 
                       
Total operating profit
    108,046       95,674       268,048       219,094  
 
                       
Restructuring charges:
                               
Rigid Industrial Packaging & Services
    3,411       5,259       7,960       15,933  
Flexible Products & Services
    683       45       3,914       45  
Paper Packaging
    (698 )     4,475       (461 )     4,588  
Land Management
                (6 )      
 
                       
Total restructuring charges
    3,396       9,779       11,407       20,566  
 
                       
Restructuring-related inventory charges:
                               
Rigid Industrial Packaging & Services
          94             131  
 
                       
Total restructuring-related inventory charges
          94             131  
 
                       
Acquisition-related costs:
                               
Rigid Industrial Packaging & Services
    2,132       2,587       6,340       6,390  
Flexible Products & Services
    531       2,889       12,888       13,729  
 
                       
Total acquisition-related costs
    2,663       5,476       19,228       20,119  
 
                       
Non-cash intangible asset impairment charge:
                               
Flexible Products & Services
    2,962             2,962        
 
                       
Total non-cash intangible asset impairment charge
    2,962             2,962        
 
                       
Operating profit before special items:
                               
Rigid Industrial Packaging & Services
    77,531       79,417       198,491       206,836  
Flexible Products & Services
    11,932       5,747       30,946       12,277  
Paper Packaging
    16,861       23,337       56,094       34,784  
Land Management
    10,743       2,522       16,114       6,013  
 
                       
Total operating profit before special items*
  $ 117,067     $ 111,023     $ 301,645     $ 259,910  
 
                       
Depreciation, depletion and amortization expense:
                               
Rigid Industrial Packaging & Services
  $ 22,496     $ 18,394     $ 64,693     $ 59,584  
Flexible Products & Services
    4,157       902       12,477       1,882  
Paper Packaging
    7,786       7,801       23,363       21,611  
Land Management
    476       652       2,084       1,850  
 
                       
Total depreciation, depletion and amortization expense
  $ 34,915     $ 27,749     $ 102,617     $ 84,927  
 
                       
     
*  
Total operating profit before special items represents operating profit before the impact of restructuring charges, restructuring-related inventory charges, acquisition-related costs and a non-cash intangible asset impairment charge.

The following table presents net sales to external customers by geographic area (Dollars in thousands):
                                 
    Three months ended July 31,     Nine months ended July 31,  
    2011     2010     2011     2010  
Net sales:
                               
North America
  $ 502,391     $ 465,268     $ 1,426,171     $ 1,247,095  
Europe, Middle East and Africa
    445,301       313,756       1,196,979       826,674  
Asia Pacific and Latin America
    174,210       142,309       493,310       393,826  
 
                       
Total net sales
  $ 1,121,902     $ 921,333     $ 3,116,460     $ 2,467,595  
 
                       

The following table presents total assets by segment and geographic area (Dollars in thousands):
      00000000000000        00000000000000   
    July 31, 2011     October 31, 2010  
Assets:
               
Rigid Industrial Packaging & Services
  $ 2,543,611     $ 2,094,244  
Flexible Products & Services
    380,518       353,715  
Paper Packaging
    436,286       435,555  
Land Management
    278,678       274,352  
 
           
Total segments
    3,639,093       3,157,866  
 
           
Corporate and other
    364,799       340,579  
 
           
Total assets
  $ 4,003,892     $ 3,498,445  
 
           

      00000000000000        00000000000000   
Assets:
               
North America
  $ 1,519,120     $ 1,895,475  
Europe, Middle East and Africa
    1,573,068       1,012,131  
Asia Pacific and Latin America
    911,704       590,839  
 
           
Total assets
  $ 4,003,892     $ 3,498,445  
 
           
Acquisitions Divestitures and Other Significant Transactions (Details)(USD $)
In Thousands, unless otherwise specified
9 Months Ended
Jul. 31, 2011
12 Months Ended
Oct. 31, 2010
Acquisitions
Number of Acquisitions
5
12
Purchase Price, net of Cash
$185,703
$176,156
Revenue
24,590
268,443
Operating Profit
3,490
19,042
Tangible Assets, net
62,359
108,991
Intangible Assets
80,958
49,467
Goodwill
$66,329
$129,830
Acquisitions, Divestitures and Other Significant Transactions (Details) (Textual)(USD $)
9 Months Ended
Jul. 31, 2011
12 Months Ended
Oct. 31, 2010
Sep. 30, 2010
Acquisitions, Divestitures and Other Significant Transactions (Textuals) [Abstract]
Number of acquisitions completed
5
12
Number of rigid industrial packaging companies acquired
4
7
Number of flexible products companies acquired
5
Interest percentage purchased in a Middle Eastern company
51.00%
Estimated fair value of the net tangible assets acquired
$62,359,000
$108,991,000
Identifiable intangible assets recorded
80,958,000
49,467,000
Excess of the purchase prices over the estimated fair values of the net tangible and intangible assets acquired recorded as goodwill
66,329,000
129,830,000
Reimbursement received from the other joint venture partner
$98,200,000
Sale of Non-United States Accounts Receivables [Details]
In Millions, unless otherwise specified
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
9 Months Ended
Jul. 31, 2011
2011
Italian RPA [Member]
USD ($)
2011
Italian RPA [Member]
EUR ()
2010
Italian RPA [Member]
USD ($)
2010
Italian RPA [Member]
EUR ()
2011
Italian RPA [Member]
USD ($)
2011
Italian RPA [Member]
EUR ()
2010
Italian RPA [Member]
USD ($)
2010
Italian RPA [Member]
EUR ()
Oct. 31, 2010
Italian RPA [Member]
USD ($)
Oct. 31, 2010
Italian RPA [Member]
EUR ()
2011
Singapore RPA [Member]
USD ($)
2011
Singapore RPA [Member]
SGD ($)
2010
Singapore RPA [Member]
USD ($)
2011
Singapore RPA [Member]
USD ($)
2011
Singapore RPA [Member]
SGD ($)
2010
Singapore RPA [Member]
USD ($)
Oct. 31, 2010
Singapore RPA [Member]
USD ($)
Oct. 31, 2010
Singapore RPA [Member]
SGD ($)
2011
Brazil Agreements [Member]
USD ($)
2011
Brazil Agreements [Member]
BRL
2010
Brazil Agreements [Member]
USD ($)
2010
Brazil Agreements [Member]
BRL
2011
Brazil Agreements [Member]
USD ($)
2011
Brazil Agreements [Member]
BRL
2010
Brazil Agreements [Member]
USD ($)
2010
Brazil Agreements [Member]
BRL
Oct. 31, 2010
Brazil Agreements [Member]
USD ($)
Oct. 31, 2010
Brazil Agreements [Member]
BRL
2011
Malaysian Agreements [Member]
USD ($)
2011
Malaysian Agreements [Member]
MYR
2011
Malaysian Agreements [Member]
USD ($)
2011
Malaysian Agreements [Member]
MYR
2010
Malaysian Agreements [Member]
USD ($)
Oct. 31, 2010
Malaysian Agreements [Member]
USD ($)
Oct. 31, 2010
Malaysian Agreements [Member]
MYR
Sale of Non-United States Accounts Receivables (Textuals) [Abstract]
Financing receivable maximum amount under receivable purchase agreement
$166.9
115.0
$166.9
115.0
$12.5
$15.0
$12.5
$15.0
$5.1
15.0
$5.1
15.0
Accounts receivable which were sold under receivable purchase agreement
163.6
112.8
163.6
112.8
162.9
117.6
7.1
8.6
7.1
8.6
5.4
6.7
11.0
16.9
11.0
16.9
6.9
11.7
3.6
10.7
3.6
10.7
2.0
6.3
Financing expense associated with receivable purchase agreement
$1.1
0.8
$1.0
0.8
$3.1
2.3
$2.9
2.2
$0.1
$0.1
$0.1
$0.3
$0.3
$0.3
$0.5
0.8
$0.7
1.2
$1.6
2.6
$1.9
3.3
$0.1
0.2
$0.2
0.6
$0.1
Additional Sale of Non-United States Accounts Receivables (Textuals) [Abstract]
Minimum percentage of eligible receivables related with bank funds initial purchase price
75.00%
Maximum percentage of eligible receivables related with bank funds initial purchase price
90.00%
Inventories (Details)(USD $)
In Thousands
Jul. 31, 2011
Oct. 31, 2010
Summarization of inventories
Finished goods
$115,008
$92,469
Raw materials and work-in-process
369,769
304,103
Inventories, net
$484,777
$396,572
Net Assets Held For Sale (Details)(USD $)
In Thousands, unless otherwise specified
9 Months Ended
Jul.31,
9 Months Ended
Jul.31,
2011
2010
Oct. 31, 2010
2011
Rigid Industrial Packaging & Services [Member]
2011
Paper Packaging [Member]
3 Months Ended
Jul. 31, 2011
Other Miscellaneous Equipment [Member]
9 Months Ended
Jul. 31, 2011
Other Miscellaneous Equipment [Member]
Segment Reporting Information [Line Items]
Gain on disposals of properties, plants and equipment, net
$14,141
$6,904
$2,600
$1,200
$200
$300
Net Assets Held For Sale (Textuals) [Abstract]
Number of locations with assets held for sale
14
16
Number of locations sold
3
Number of locations added to net assets held for sale
4
Number of locations placed back in service
3
Goodwill and Other Intangible Assets (Details)(USD $)
In Thousands
9 Months Ended
Jul.31,
2011
2011
Rigid Industrial Packaging & Services [Member]
2011
Flexible Products and Services [Member]
Jul. 31, 2011
Paper Packaging [Member]
Oct. 31, 2010
Paper Packaging [Member]
Jul. 31, 2011
Land Management [Member]
Oct. 31, 2010
Land Management [Member]
Summary of changes in carrying amount of goodwill by segment
Balance at October 31, 2010
$709,725
$570,661
$78,261
$60,653
$60,653
$150
$150
Goodwill acquired
66,329
66,329,000
Goodwill adjustments
1,693
3,325
(1,632)
Currency translation
17,047
13,365
3,682
Balance at July 31, 2011
$794,794
$653,680
$80,311
$60,653
$60,653
$150
$150
Goodwill and Other Intangible Assets (Details1)(USD $)
In Thousands
Jul. 31, 2011
Oct. 31, 2010
Summary of carrying amount of net intangible assets by class
Gross Intangible Assets
$315,744
$231,700
Accumulated Amortization
74,301
58,461
Net Intangible Assets
241,443
173,239
Trademark and Patents [Member]
Summary of carrying amount of net intangible assets by class
Gross Intangible Assets
54,422
42,878
Accumulated Amortization
20,912
17,184
Net Intangible Assets
33,510
25,694
Non-compete Agreements [Member]
Summary of carrying amount of net intangible assets by class
Gross Intangible Assets
27,055
20,456
Accumulated Amortization
8,822
7,774
Net Intangible Assets
18,233
12,682
Customer Relationships [Member]
Summary of carrying amount of net intangible assets by class
Gross Intangible Assets
212,393
153,131
Accumulated Amortization
35,365
27,091
Net Intangible Assets
177,028
126,040
Other [Member]
Summary of carrying amount of net intangible assets by class
Gross Intangible Assets
21,874
15,235
Accumulated Amortization
9,202
6,412
Net Intangible Assets
$12,672
$8,823
Goodwill and Other Intangible Assets (Details) (Textual)(USD $)
3 Months Ended
Jul. 31, 2011
3 Months Ended
Jan. 31, 2010
9 Months Ended
Jul. 31, 2011
Goodwill and Other Intangible Assets (Textuals) [Abstract]
Goodwill acquired
$66,329,000
Goodwill adjustments
1,693,000
Non cash impairment charge
2,962,000
2,962,000
Additional Goodwill and Other Intangible Assets (Textuals) [Abstract]
Increase in gross intangible assets
84,000,000
Amortization expense
10,000,000
12,400,000
Future amortization expense, 2011
5,700,000
Future amortization expense, 2012
17,100,000
Future amortization expense, 2013
20,300,000
Future amortization expense, 2014
19,500,000
Future amortization expense, 2015
18,400,000
Amortization of intangible assets, minimum
3
Amortization of intangible assets, maximum
23
Value of Infinite lived Intangible Trademarks and trade names Related to Blagden Express, Closed-loop, and Box Board
20,800,000
20,800,000
Rigid Industrial Packaging & Services [Member]
Goodwill and Other Intangible Assets (Textuals) [Abstract]
Goodwill acquired
66,329,000,000
Goodwill adjustments
3,325,000
Flexible Products and Services [Member]
Goodwill and Other Intangible Assets (Textuals) [Abstract]
Goodwill adjustments
(1,632,000)
Increase in gross intangible asset attributable to preliminary purchase price allocations related to acquisitions
81,000,000
Increase in gross intangible asset attributable to currency fluctuations related to acquisitions
7,200,000
Non cash impairment charge
$2,962,000
$2,962,000
Restructuring Charges (Details)(USD $)
In Thousands
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
2011
2010
2011
2010
Reconciliation of the beginning and ending restructuring reserve balances
Balance at October 31, 2010
$20,238
Costs incurred and charged to expense
3,396
9,779
11,407
20,566
Restructuring reserve settled with cash or otherwise settled
(17,571)
Balance at July 31, 2011
14,074
14,074
Employee separation costs [Member]
Reconciliation of the beginning and ending restructuring reserve balances
Balance at October 31, 2010
12,668
Costs incurred and charged to expense
6,197
Restructuring reserve settled with cash or otherwise settled
(11,453)
Balance at July 31, 2011
7,412
7,412
Other restructuring costs [Member]
Reconciliation of the beginning and ending restructuring reserve balances
Balance at October 31, 2010
7,570
Costs incurred and charged to expense
4,841
Restructuring reserve settled with cash or otherwise settled
(6,008)
Balance at July 31, 2011
6,403
6,403
Asset impairments [Member]
Reconciliation of the beginning and ending restructuring reserve balances
Balance at October 31, 2010
0
Costs incurred and charged to expense
369
Restructuring reserve settled with cash or otherwise settled
(110)
Balance at July 31, 2011
$259
$259
Restructuring Charges (Details 1)(USD $)
In Thousands
3 Months Ended
Jul.31,
9 Months Ended
Jul.31,
2011
2010
2011
2010
Reconciliation of total amounts expected to be incurred from open restructuring plans anticipated to be realized
Amounts expected to be incurred
$17,350
Amounts remaining to be incurred
5,251
Restructuring charges
3,396
9,779
11,407
20,566
Rigid Industrial Packaging & Services [Member]
Reconciliation of total amounts expected to be incurred from open restructuring plans anticipated to be realized
Amounts expected to be incurred
12,984
Amounts remaining to be incurred
5,024
Restructuring charges
3,412
5,259
7,960
15,933
Rigid Industrial Packaging & Services [Member] |
Employee separation costs [Member]
Reconciliation of total amounts expected to be incurred from open restructuring plans anticipated to be realized
Amounts expected to be incurred
4,064
Amounts remaining to be incurred
9
Restructuring charges
2,015
4,055
Rigid Industrial Packaging & Services [Member] |
Other restructuring costs [Member]
Reconciliation of total amounts expected to be incurred from open restructuring plans anticipated to be realized
Amounts expected to be incurred
8,587
Amounts remaining to be incurred
5,015
Restructuring charges
1,397
3,572
Rigid Industrial Packaging & Services [Member] |
Asset impairments [Member]
Reconciliation of total amounts expected to be incurred from open restructuring plans anticipated to be realized
Amounts expected to be incurred
333
Restructuring charges
333
Flexible Products and Services [Member]
Reconciliation of total amounts expected to be incurred from open restructuring plans anticipated to be realized
Amounts expected to be incurred