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NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Business
Greif, Inc. and its subsidiaries (collectively, “Greif,” “our,” or the “Company”) principally manufacture industrial packaging products, complemented with a variety of value-added services, including blending, packaging, reconditioning, logistics and warehousing, flexible intermediate bulk containers and containerboard and corrugated products, that they sell to customers in many industries throughout the world. The Company has operations in over 50 countries. In addition, the Company owns timber properties in the southeastern United States, which are actively harvested and regenerated.
Due to the variety of its products, the Company has many customers buying different products and, due to the scope of the Company’s sales, no one customer is considered principal in the total operations of the Company.
Because the Company supplies a cross section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral products, and must make spot deliveries on a day-to-day basis as its products are required by its customers, the Company does not operate on a backlog to any significant extent and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the same week.
The Company’s raw materials are principally steel, resin, containerboard, old corrugated containers for recycling, used industrial packaging for reconditioning and pulpwood.
There were approximately 13,150 employees of the Company as of October 31, 2015.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and majority-owned subsidiaries, joint ventures controlled by the Company including the joint venture relating to the Flexible Products & Services segment and equity earnings of unconsolidated affiliates. All intercompany transactions and balances have been eliminated in consolidation. Investments in unconsolidated affiliates are accounted for using the equity or cost methods based on the Company’s ownership interest in the unconsolidated affiliate.
The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain prior year and prior quarter amounts have been reclassified to conform to the current year presentation.
The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2015, 2014 or 2013, or to any quarter of those years, relates to the fiscal year ended in that year.
Venezuela Currency
The Company’s results of its Venezuelan businesses have been reported under highly inflationary accounting since 2010 and the functional currency was converted to US Dollars at that time. Currently, there are multiple legal mechanisms and respective exchange rates available in Venezuela to exchange currency: the CENCOEX rate (official rate or “CENCOEX”); the SICAD rate (“SICAD”) and; as of February of 2015, the SIMADI rate (“SIMADI”). The SIMADI exchange mechanism was created by the Venezuelan government to establish a more market driven exchange rate and is intended to be available to individuals and both public and private companies.
The Venezuelan government also announced in February 2015 that the official rate and SICAD exchange mechanisms would be available only to companies importing essential goods (i.e. medicine, food, and raw materials) although it has not officially published rules or regulations that clarify exactly which activities, industries or transactions will be eligible to use these rates. The purpose of these rates was intended to make necessities affordable to Venezuelan citizens. The exchange mechanisms have not been able to meet the demand from the private sector due to the lack of US Dollars in the country resulting in the continued devaluation of the SIMADI rate.
Greif has historically utilized the official rate which is 6.4 Bolivars/US Dollars to measure Bolivar-denominated monetary assets and liabilities and the respective historical rate to measure Bolivar-denominated nonmonetary assets each reporting period. Due to the continued significant devaluation of the Bolivar and the change in the exchange mechanisms announced earlier this year, the Company has reconsidered which rate best reflects the economics of Grief’s business activities and concluded that the Company should utilize the SIMADI rate to remeasure the Venezuelan operations as of July 31, 2015.
As a result of the change to the SIMADI rate, which reflects the recognition of a devaluation of approximately 97 percent as compared to the official exchange rate previously used, the Company recorded other income of $4.9 million related to the remeasurement of our Venezuelan monetary assets and liabilities during the year. In addition, the Company determined that an adjustment of $9.3 million to increase cost of goods sold was needed to reflect the non-monetary inventory assets at net realizable value and, upon review of long-lived assets for impairment, the Company determined that the carrying amount of the long-lived asset was not recoverable in US dollar functional currency and recorded an impairment charge of $15.0 million. The Venezuela operations were translated using the official rate through July 31, 2015 and have been translated using the SIMADI rate from August 1, 2015 forward.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The most significant estimates are related to the expected useful lives assigned to properties, plants and equipment, goodwill and other intangible assets, estimates of fair value, environmental liabilities, pension and postretirement benefits including plan assets, income taxes, net assets held for sale, and contingencies. Actual amounts could differ from those estimates.
Cash and Cash Equivalents
The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
The Company had total cash and cash equivalents held outside of the United States in various foreign jurisdictions of $104.2 million as of October 31, 2015. Under current tax laws and regulations, if cash and cash equivalents held outside the United States are repatriated to the United States in the form of dividends or otherwise, the Company may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
Allowance for Doubtful Accounts
Trade receivables represent amounts owed to the Company through its operating activities and are presented net of allowance for doubtful accounts. The allowance for doubtful accounts totaled $11.8 million and $16.8 million as of October 31, 2015 and 2014, respectively. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. In addition, the Company recognizes allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on its historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to the Company were to occur, the recoverability of amounts due to the Company could change by a material amount. Amounts deemed uncollectible are written-off against an established allowance for doubtful accounts.
Concentration of Credit Risk and Major Customers
The Company maintains cash depository accounts with banks throughout the world and invests in high quality short-term liquid instruments. Such investments are made only in instruments issued by high quality institutions. These investments mature within three months and the Company has not incurred any related losses for the years ended October 31, 2015, 2014, and 2013.
Trade receivables can be potentially exposed to a concentration of credit risk with customers or in particular industries. Such credit risk is considered by management to be limited due to the Company’s many customers, none of which are considered principal in the total operations of the Company, and its geographic scope of operations in a variety of industries throughout the world. The Company does not have an individual customer that exceeds 10 percent of total revenue. In addition, the Company performs ongoing credit evaluations of its customers’ financial conditions and maintains reserves for credit losses. Such losses historically have been within management’s expectations.
Inventory
The Company primarily uses the FIFO method of inventory valuation. Reserves for slow moving and obsolete inventories are provided based on historical experience, inventory aging and product demand. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. The Company also evaluates reserves for losses under firm purchase commitments for goods or inventories.
The Paper Packaging segment trades certain inventories with third parties. These inventory trades are not accounted for as sales, and the Company records an asset or liability for any imbalance resulting from these trades.
Net Assets Held for Sale
Net assets held for sale represent land, buildings and land improvements for locations that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.” As of October 31, 2015, there were four asset groups in the Rigid Industrial Packaging Products & Services segment and one asset group in the Flexible Products & Services segment that are recorded as assets and liabilities held for sale. The effect of suspending depreciation on the facilities held for sale is immaterial to the results of operations. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year.
Goodwill and Indefinite-Lived Intangibles
Goodwill is the excess of the purchase price of an acquired entity over the amounts assigned to tangible and intangible assets and liabilities assumed in the business combination. The Company accounts for purchased goodwill and indefinite-lived intangible assets in accordance with ASC 350, “Intangibles – Goodwill and Other.” Under ASC 350, purchased goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually. The Company tests for impairment of goodwill and indefinite-lived intangible assets during the fourth quarter of each fiscal year as of August 1, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist.
In accordance with ASC 350 the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test for goodwill impairment. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test for goodwill impairment is conducted at the reporting unit level using a two-step approach. The first step requires a comparison of the carrying value of the reporting units to the estimated fair value of these units. If the carrying value of a reporting unit exceeds its estimated fair value, the Company performs the second step of the goodwill impairment to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the estimated implied fair value of a reporting unit’s goodwill to its carrying value. The Company allocates the estimated fair value of a reporting unit to all of the assets and liabilities in that reporting unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the estimated fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. When there is a disposition of a portion of a reporting unit, goodwill is allocated to the gain or loss on that disposition based on the relative fair values of the portion of the reporting unit subject to disposition and the portion of the reporting unit that will be retained.
The Company’s determination of estimated fair value of the reporting units is based on a discounted cash flow analysis utilizing the income approach. Under this method, the principal valuation focus is on the reporting unit’s cash-generating capabilities. The discount rates used for impairment testing are based on a market participant’s weighted average cost of capital. The use of alternative estimates, including different peer groups or changes in the industry, or adjusting the discount rate, or earnings before interest, taxes, depreciation, depletion and amortization forecasts used could affect the estimated fair value of the reporting units and potentially result in goodwill impairment. Any identified impairment would result in an expense to the Company’s results of operations. Refer to Note 6 for additional information regarding goodwill and other intangible assets.
Other Intangibles
The Company accounts for intangible assets in accordance with ASC 350. Intangible assets are amortized over their useful lives on a straight-line basis. The useful lives for finite lived intangible assets vary depending on the type of asset and the terms of contracts or the valuation performed. The Company tests for impairment of finite lived intangible assets at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Amortization expense on other intangible assets is recorded on the straight-line method over their useful lives as follows:
Years | ||
Trade names |
10-15 | |
Non-competes |
1-10 | |
Customer relationships |
5-15 | |
Other intangibles |
3-15 |
Acquisitions
From time to time, the Company acquires businesses and/or assets that augment and complement its operations, in accordance with ASC 805, “Business Combinations.” These acquisitions are accounted for under the purchase method of accounting. The consolidated financial statements include the results of operations from these business combinations from the date of acquisition.
In order to assess performance, the Company classifies costs incurred in connection with acquisitions as acquisition-related costs. These costs consist primarily of transaction costs, integration costs and changes in the fair value of contingent payments (earn-outs) and are recorded within selling, general and administrative costs. Acquisition transaction costs are incurred during the initial evaluation of a potential targeted acquisition and primarily relate to costs to analyze, negotiate and consummate the transaction as well as financial and legal due diligence activities. Post-acquisition integration activities are costs incurred to combine the operations of an acquired enterprise into the Company’s operations.
Internal Use Software
Internal use software is accounted for under ASC 985, “Software.” Internal use software is software that is acquired, internally developed or modified solely to meet the Company’s needs and for which, during the software’s development or modification, a plan does not exist to market the software externally. Costs incurred to develop the software during the application development stage and for upgrades and enhancements that provide additional functionality are capitalized and then amortized over a three to ten year period. Internal use software is capitalized as a component of machinery and equipment on the Consolidated Balance Sheets.
Long-Lived Assets
Properties, plants and equipment are stated at cost. Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of the assets as follows:
Years | ||
Buildings |
30-45 | |
Machinery and equipment |
3-19 |
Depreciation expense was $113.4 million, $129.8 million and $131.9 million, in 2015, 2014 and 2013, respectively. Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as incurred.
The Company capitalizes interest on long-term fixed asset projects using a rate that approximates the weighted average cost of borrowing. For the years ended October 31, 2015, 2014, and 2013, the Company capitalized interest costs of $1.5 million, $1.4 million, and $1.7 million, respectively.
The Company tests for impairment of properties, plants and equipment at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Long-lived assets are grouped together at the lowest level, generally at the plant level, for which identifiable cash flows are largely independent of cash flows of other groups of long-lived assets. As events warrant, we evaluate the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, by assessing whether the carrying value can be recovered over their remaining useful lives through the expected future undiscounted operating cash flows of the underlying business. Impairment indicators include, but are not limited to, a significant decrease in the market price of a long-lived asset; a significant adverse change in the manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; current period operating or cash flow losses combined with a history of operating or cash flow losses associated with the use of the asset; or a current expectation that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Future decisions to change our manufacturing processes, exit certain businesses, reduce excess capacity, temporarily idle facilities and close facilities could result in material impairment charges. Any impairment loss that may be required is determined by comparing the carrying value of the assets to their estimated fair value.
The Company owns timber properties in the southeastern United States. With respect to the Company’s United States timber properties, which consisted of approximately 242,673 acres as of October 31, 2015, depletion expense on timber properties is computed on the basis of cost and the estimated recoverable timber. Depletion expense was $2.8 million, $3.8 million and $4.3 million in 2015, 2014 and 2013, respectively. The Company’s land costs are maintained by tract. The Company begins recording pre-merchantable timber costs at the time the site is prepared for planting. Costs capitalized during the establishment period include site preparation by aerial spray, costs of seedlings, planting costs, herbaceous weed control, woody release, labor and machinery use, refrigeration rental and trucking for the seedlings. The Company does not capitalize interest costs in the process. Property taxes are expensed as incurred. New road construction costs are capitalized as land improvements and depreciated over 20 years. Road repairs and maintenance costs are expensed as incurred. Costs after establishment of the seedlings, including management costs, pre-commercial thinning costs and fertilization costs, are expensed as incurred. Once the timber becomes merchantable, the cost is transferred from the pre-merchantable timber category to the merchantable timber category in the depletion block.
Merchantable timber costs are maintained by five product classes, pine sawtimber, pine chip-n-saw, pine pulpwood, hardwood sawtimber and hardwood pulpwood, within a depletion block, with each depletion block based upon a geographic district or subdistrict. Currently, the Company has eight depletion blocks. These same depletion blocks are used for pre-merchantable timber costs. Each year, the Company estimates the volume of the Company’s merchantable timber for the five product classes by each depletion block. These estimates are based on the current state in the growth cycle and not on quantities to be available in future years. The Company’s estimates do not include costs to be incurred in the future. The Company then projects these volumes to the end of the year. Upon acquisition of a new timberland tract, the Company records separate amounts for land, merchantable timber and pre-merchantable timber allocated as a percentage of the values being purchased. These acquisition volumes and costs acquired during the year are added to the totals for each product class within the appropriate depletion block(s). The total of the beginning, one-year growth and acquisition volumes are divided by the total undepleted historical cost to arrive at a depletion rate, which is then used for the current year. As timber is sold, the Company multiplies the volumes sold by the depletion rate for the current year to arrive at the depletion cost.
The Company’s Canadian timber properties, which were sold during 2015, were not actively managed, and therefore, no depletion expense is recorded.
Contingencies
Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, product liability, and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist.
All lawsuits, claims and proceedings are considered by the Company in establishing reserves for contingencies in accordance with ASC 450, “Contingencies.” In accordance with the provisions of ASC 450, the Company accrues for a litigation-related liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information known to the Company, the Company believes that its reserves for these litigation-related liabilities are reasonable and that the ultimate outcome of any pending matters is not likely to have a material effect on the Company’s financial position or results of operations.
Environmental Cleanup Costs
The Company accounts for environmental cleanup costs in accordance with ASC 410, “Asset Retirement and Environmental Obligations.” The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site-by-site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs.
Self-Insurance
The Company is self-insured for certain of the claims made under its employee medical and dental insurance programs. The Company had recorded liabilities totaling $3.6 million and $2.8 million for estimated costs related to outstanding claims as of October 31, 2015 and 2014, respectively. These costs include an estimate for expected settlements on pending claims, administrative fees and an estimate for claims incurred but not reported. These estimates are based on management’s assessment of outstanding claims, historical analyses and current payment trends. The Company recorded an estimate for the claims incurred but not reported using an estimated lag period based upon historical information. The Company believes the reserves recorded are adequate based upon current facts and circumstances.
The Company has certain deductibles applied to various insurance policies including general liability, product, auto and workers’ compensation. The Company maintains liabilities totaling $12.2 million and $14.7 million for anticipated costs related to general liability, product, vehicle, and workers’ compensation claims as of October 31, 2015 and 2014, respectively. These costs include an estimate for expected settlements on pending claims, defense costs and an estimate for claims incurred but not reported. These estimates are based on the Company’s assessment of its deductibles, outstanding claims, historical analysis, actuarial information and current payment trends.
Income Taxes
Income taxes are accounted for under ASC 740, “Income Taxes.” In accordance with ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when management believes it is more likely than not that some position of the deferred tax assets will not be realized.
The Company’s effective tax rate is impacted by the amount of income allocated to each taxing jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company’s effective tax rate includes the impact of reserve provisions and changes to reserves that it considers appropriate as well as related interest and penalties.
A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require use of the Company’s cash. Favorable resolution would be recognized as a reduction to the Company’s effective tax rate in the period of resolution.
Other Comprehensive Income
Our other comprehensive income is significantly impacted by foreign currency translation and defined benefit pension and postretirement benefit adjustments. The impact of foreign currency translation is affected by the translation of assets and liabilities of our foreign subsidiaries which are denominated in functional currencies other than the U.S. dollar. The primary assets and liabilities affecting the adjustments are cash and cash equivalents; accounts receivable; inventory; properties, plant and equipment; accounts payable; pension and other postretirement benefit obligations; and certain intercompany loans payable and receivable. The primary currencies in which these assets and liabilities are denominated are the Euro, Brazilian Real, and Chinese Yuan. The impact of defined benefit pension and postretirement benefit adjustments is primarily affected by unrecognized actuarial gains and losses related to our defined benefit and other postretirement benefit plans, as well as the subsequent amortization of gains and losses from accumulated other comprehensive income in periods following the initial recording such items. These actuarial gains and losses are determined using various assumptions, the most significant of which are (i) the weighted average rate used for discounting the liability, (ii) the weighted average expected long-term rate of return on pension plan assets, (iii) the method used to determine market-related value of pension plan assets, (iv) the weighted average rate of future salary increases and (v) the anticipated mortality rate tables.
Restructuring Charges
The Company accounts for all exit or disposal activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.” Under ASC 420, a liability is measured at its fair value and recognized as incurred.
Employee-related costs primarily consist of one-time termination benefits provided to employees who have been involuntarily terminated. A one-time benefit arrangement is an arrangement established by a plan of termination that applies for a specified termination event or for a specified future period. A one-time benefit arrangement exists at the date the plan of termination meets all of the following criteria and has been communicated to employees:
(1) | Management, having the authority to approve the action, commits to a plan of termination. |
(2) | The plan identifies the number of employees to be terminated, their job classifications or functions and their locations, and the expected completion date. |
(3) | The plan establishes the terms of the benefit arrangement, including the benefits that employees will receive upon termination (including but not limited to cash payments), in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated. |
(4) | Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. |
Facility exit and other costs consist of equipment relocation costs and project consulting fees. A liability for other costs associated with an exit or disposal activity shall be recognized and measured at its fair value in the period in which the liability is incurred (generally, when goods or services associated with the activity are received). The liability shall not be recognized before it is incurred, even if the costs are incremental to other operating costs and will be incurred as a direct result of a plan.
Pension and Postretirement Benefits
Under ASC 715, “Compensation – Retirement Benefits,” employers recognize the funded status of their defined benefit pension and other postretirement plans on the consolidated balance sheet and record as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that have not been recognized as components of the net periodic benefit cost.
Transfer and Servicing of Assets
An indirect wholly-owned subsidiary of Greif, Inc. agrees to sell trade receivables meeting certain eligibility requirements that it had purchased from other indirect wholly-owned subsidiaries of Greif, Inc., under a non-U.S. factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to the respective banks or their affiliates. The banks and their affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and continues to recognize the deferred purchase price in its other current assets. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
Stock-Based Compensation Expense
The Company recognizes stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options, restricted stock, restricted stock units and participation in the Company’s employee stock purchase plan.
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s consolidated statements of income over the requisite service periods. No options were granted in 2015, 2014, or 2013. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the standard.
Revenue Recognition
The Company recognizes revenue when title passes and risks and rewards of ownership have transferred to customers or services have been rendered, with appropriate provision for returns and allowances. Revenue is recognized in accordance with ASC 605, “Revenue Recognition.”
Timberland disposals, timber, higher and better use (“HBU”) land, surplus and development property revenues are recognized when closings have occurred, required down payments have been received, title and possession have been transferred to the buyer, and all other criteria for sale and profit recognition have been satisfied.
The Company reports the sale of HBU and surplus property in our consolidated statements of income under “gain on disposal of properties, plants and equipment, net” and reports the sale of development property under “net sales” and “cost of products sold.” All HBU and development property, together with surplus property, is used by the Company to productively grow and sell timber until the property is sold.
Shipping and Handling Fees and Costs
The Company includes shipping and handling fees and costs in cost of products sold.
Other Expense, Net
Other expense, net primarily represents non-United States trade receivables program fees, currency transaction gains and losses and other infrequent non-operating items.
Currency Translation
In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States dollars at the rate of exchange existing at period-end, and revenues and expenses are translated at average exchange rates.
The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company’s international operations, are presented in the consolidated statements of changes in shareholders’ equity in accumulated other comprehensive income (loss). Transaction gains and losses on foreign currency transactions denominated in a currency other than an entity’s functional currency are credited or charged to income. The amounts included in other expense, net related to transaction losses, net of tax were $3.8 million, $1.2 million and $3.9 million in 2015, 2014 and 2013, respectively.
Derivative Financial Instruments
In accordance with ASC 815, “Derivatives and Hedging,” the Company records all derivatives in the consolidated balance sheet as either assets or liabilities measured at fair value. Dependent on the designation of the derivative instrument, changes in fair value are recorded to earnings or shareholders’ equity through other comprehensive income (loss). The Company may use the following derivatives from time to time.
The Company uses interest rate swap agreements for cash flow hedging purposes. For derivative instruments that hedge the exposure of variability in interest rates, designated as cash flow hedges, the effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
Interest rate swap agreements that hedge against variability in interest rates effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The Company uses the “variable cash flow method” for assessing the effectiveness of these swaps. The effectiveness of these swaps is reviewed at least every quarter. Hedge ineffectiveness has not been material during any of the years presented herein.
The Company enters into currency forward contracts to hedge certain currency transactions and short-term intercompany loan balances with its international businesses. Such contracts limit the Company’s exposure to both favorable and unfavorable currency fluctuations. These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized in other comprehensive income (loss).
The Company has used derivative instruments to hedge a portion of its natural gas purchases. These derivatives were designated as cash flow hedges. The effective portion of the net gain or loss was reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affects earnings.
Any derivative contract that is either not designated as a hedge, or is so designated but is ineffective, would be adjusted to market value and recognized in earnings immediately. If a cash flow or fair value hedge ceases to qualify for hedge accounting, the contract would continue to be carried on the balance sheet at fair value until settled and future adjustments to the contract’s fair value would be recognized in earnings immediately. If a forecasted transaction were no longer probable to occur, amounts previously deferred in accumulated other comprehensive income (loss) would be recognized immediately in earnings.
Fair Value
The Company uses ASC 820, “Fair Value Measurements and Disclosures” to account for fair value. ASC 820 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Additionally, this standard established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair values are as follows:
• | 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. |
The Company presents various fair value disclosures in Notes 10 and 13 to these consolidated financial statements.
Newly Adopted Accounting Standards
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-05 “Foreign Currency Matters: Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or an Investment in a Foreign Entity.” The objective of this update is to resolve the diversity in practice about whether ASC 810-10 or ASC 830-30 applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas rights) within a foreign entity. The Company adopted the new guidance beginning on November 1, 2013. The adoption did not have, and is not expected to have, a significant impact on the Company’s financial position, results of operations, comprehensive income, cash flows and disclosures.
In July 2013, the FASB issued ASU 2013-11 “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments in this update seek to attain that objective by requiring an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for those instances described above, except in certain situations discussed in the update. The Company adopted the new guidance beginning on November 1, 2013, and the adoption of the new guidance did not impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
In April 2014, the FASB issued ASU 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The objective of this update is to prevent disposals of small groups of assets that are recurring in nature to qualify for discontinued operations presentation under Subtopic 205-20. The amendments in this update seek to attain this objective by only allowing disposals representing a strategic shift in operations to be presented as discontinued operations. The Company adopted the new guidance beginning on May, 1 2014, after which new disposals of components are evaluated for discontinued operations treatment using the new guidance. As a result of the adoption of this standard, businesses sold or classified as held for sale subsequent to May 1, 2014 did not qualify as discontinued operations under the new standard.
Recently Issued Accounting Standards
As of October 31, 2015, the FASB has issued ASUs through 2015-16. We have reviewed each recently issued ASU and the adoption of each ASU that is applicable to us, other than as explained below will not have a material impact on our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30)”. The objective of this update is to simplify the presentation of debt issuance costs in the financial statements. Under the ASU, the Company would present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset; amortization of the costs is reported as interest expense. The effective date will be the first quarter of fiscal year 2016. The Company would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period would be adjusted). The ASU requires the Company to “disclose in the first fiscal year after the entity’s adoption date, and in the interim periods within the first fiscal year, the following: (1) The nature and reason for the change in accounting principle; (2) The transition method; (3) A description of the prior-period information that has been retrospectively adjusted; and (4) The effect of the change on the financial statement line item (that is, the debt issuance costs asset and the debt liability). The Company is expected to adopt this guidance beginning November 1, 2015, and the adoption of the new guidance is not expected to materially impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow, and disclosures.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective in fiscal year 2019 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.
In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern”. The objective of this update is to reduce the diversity in the timing and content of footnote disclosures related to going concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. This update applies to all entities that would be required to disclose information about their potential inability to continue as a going concern when “substantial doubt” about their ability to continue as a going concern exists. The Company will be required to evaluate “relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.” The Company will have to document its consideration of the ASU, but not because the Company believes there is substantial doubt about its ability to continue as a going concern. The Company is expected to adopt this guidance beginning November 1, 2017, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
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NOTE 2 – ACQUISITIONS AND DIVESTITURES
The following table summarizes the Company’s significant acquisition activity in 2015, 2014 and 2013 (Dollars in millions):
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# of Acquisitions |
Purchase Price, net of Cash |
Tangible Assets, net |
Intangible Assets |
Goodwill | |||||||||||||||
Total 2015 Acquisitions |
— | $ | — | — | — | — | ||||||||||||||
Total 2014 Acquisitions |
2 | $ | 53.5 | 2.5 | 22.1 | 25.9 | ||||||||||||||
Total 2013 Acquisitions |
— | $ | — | — | — | — |
Note: Purchase price, net of cash acquired, represents cash paid in the period of each acquisition and does not include assumed debt, subsequent payments for deferred purchase adjustments or earn-out provisions.
During 2015, the Company completed eight divestitures and no material acquisitions. The divestitures were of nonstrategic businesses: six in the Rigid Industrial Packaging & Services segment: and two in the Flexible Products & Services segment. The loss on disposal of businesses was $9.2 million for the year ended October 31, 2015. Proceeds from divestitures were $19.6 million. Additionally, the Company has recorded notes receivable of $2.9 million for the sale of these businesses, ranging from 3 months to five years.
During 2014, the Company completed two acquisitions and nine divestitures. One acquisition was in the Rigid Industrial Packaging & Services segment in November and the other acquisition was in the Paper Packaging & Services segment in November. The rigid industrial packaging acquisition complemented the Company’s existing product lines and provide growth opportunities and economies of scale. The paper packaging acquisition was made in part to obtain technologies, equipment, and customer lists. The gain on sale of businesses, net was $11.5 million for the year ended October 31, 2014. Three of the divestitures were of nonstrategic businesses in the Rigid Industrial Packaging & Services segment. Two of the divestitures in this segment resulted in losses on disposal of $9.1 million and $1.8 million, respectively, which included the write off of allocated goodwill. The third divestiture in this segment resulted in a loss of $11.4 million, which consisted of $5.5 million recorded as a loss on disposal and of $5.9 million of non-cash asset impairment charges due to the recording of an expected loss prior to the period in which the transaction was completed. There were also divestitures of businesses in the Flexible Products & Services and Paper Packaging segments that resulted in gains of $18.3 million and $4.2 million, respectively, which included the write-off of allocated goodwill. Additionally, there were divestitures of four smaller investments in the Rigid Industrial Packaging & Services segment that resulted in an aggregate net gain of $5.4 million. Proceeds from divestitures were $115.3 million.
During 2013, the Company completed no material acquisitions and no material divestitures. The Company made a $46.6 million deferred cash payment during 2013 related to an acquisition completed in 2011.
None of the above-referenced divestitures in 2015 or 2014 qualified as discontinued operations as they do not, individuals or in the aggregate, represent a strategic shift that has had a major impact on the Company’s operations or financial results.
The Company has allocated purchase price as of the dates of acquisition based upon its understanding, obtained during due diligence and through other sources, of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.
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NOTE 3 – SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
On April 27, 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 20, 2015, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the number of entities participating in the agreement have decreased to now include only the following entities: Greif Belgium BVBA, EarthMinded Benelux N.V. (formerly Pack2pack Rumbeke N.V.), Greif Nederland B.V., Greif Italia S.p.A., Greif Plastics Italy Srl (formerly Fustiplast S.p.A.), Greif France S.A.S., Greif Packaging Spain S.A., Greif Germany GmbH, Greif Plastics Germany GmbH (formerly Fustiplast GmbH), and Greif Portugal S.A. Additionally, the terms have been amended to decrease the maximum amount of receivables that may be sold and outstanding under the European RPA at any time to €100 million ($110.5 million as of October 31, 2015) and to allow the Company to manage the expense incurred under the facility by loaning excess cash back to the Purchasing Bank Affiliate in exchange for a subordinated note receivable. As of October 31, 2015, the Company loaned $44.2 million of excess cash back to the Purchasing Bank Affiliate, which is included in prepaid expenses and other current assets.
Under the terms of the European RPA, the Company has agreed to sell trade receivables meeting certain eligibility requirements that the seller had purchased from other of our indirect wholly-owned subsidiaries, under a factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective banks and their affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, we remove 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 we continue to recognize the deferred purchase price in accounts receivable. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($10.7 million as of October 31, 2015).
In May 2009, Greif Malaysia Sdn Bhd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (the “Malaysian Agreement”) with Malaysian banks. In March 2014, the Malaysian Agreement was discontinued and therefore there were no receivables held by third party financial institutions under this agreement as of October 31, 2015 and 2014.
The table below contains information related to the Company’s accounts receivables programs (Dollars in millions):
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
European RPA |
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Gross accounts receivable sold to third party financial institution |
$ | 715.2 | $ | 1,006.4 | $ | 1,071.3 | ||||||
Cash received for accounts receivable sold under the programs |
633.6 | 888.1 | 947.0 | |||||||||
Deferred purchase price related to accounts receivable sold |
76.2 | 118.3 | 124.3 | |||||||||
Loss associated with the programs |
1.5 | 2.5 | 2.5 | |||||||||
Expenses associated with the programs |
— | — | — | |||||||||
Other |
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Gross accounts receivable sold to third party financial institution |
$ | 48.1 | $ | 56.7 | $ | 93.4 | ||||||
Cash received for accounts receivable sold under the programs |
$ | 48.1 | $ | 56.7 | $ | 93.4 | ||||||
Deferred purchase price related to accounts receivable sold |
$ | — | $ | — | $ | — | ||||||
Loss associated with the programs |
$ | 0.1 | $ | — | $ | 0.2 | ||||||
Expenses associated with the programs |
$ | 0.1 | $ | 0.1 | $ | 0.3 | ||||||
Total RPAs and Agreements |
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Gross accounts receivable sold to third party financial institution |
$ | 763.3 | $ | 1,063.1 | $ | 1,164.7 | ||||||
Cash received for accounts receivable sold under the program |
681.7 | 944.8 | 1,040.4 | |||||||||
Deferred purchase price related to accounts receivable sold |
76.2 | 118.3 | 124.3 | |||||||||
Loss associated with the program |
1.6 | 2.5 | 2.7 | |||||||||
Expenses associated with the program |
0.1 | 0.1 | 0.3 |
October 31, 2015 |
October 31, 2014 |
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European RPA |
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Accounts receivable sold to and held by third party financial institution |
$ | 114.8 | $ | 164.7 | ||||
Deferred purchase price asset (liability) related to accounts receivable sold |
(1.5) | (23.7) | ||||||
Other |
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Accounts receivable sold to and held by third party financial institution |
$ | 4.0 | $ | 5.0 | ||||
Uncollected deferred purchase price related to accounts receivable sold |
— | — | ||||||
Total RPAs and Agreements |
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Accounts receivable sold to and held by third party financial institution |
$ | 118.8 | $ | 169.7 | ||||
Deferred purchase price asset (liability) related to accounts receivable sold |
(1.5) | (23.7) |
The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses and other current assets or other current liabilities on the Company’s consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received initially and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables and are not subject to significant other risks given their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.
Additionally, the Company performs collections and administrative functions on the receivables sold similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA, the Singapore RPA and the Malaysian Agreement. The servicing liability for these receivables is not material to the consolidated financial statements.
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NOTE 4 – INVENTORIES
The inventories are stated at the lower of cost or market and summarized as follows as of October 31 for each year (Dollars in millions):
2015 | 2014 | |||||||
Finished goods |
$ | 88.0 | $ | 100.9 | ||||
Raw materials |
190.7 | 235.9 | ||||||
Work-in process |
18.3 | 44.3 | ||||||
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$ | 297.0 | $ | 381.1 | |||||
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NOTE 5 – ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTY, PLANT AND EQUIPMENT, NET
As of October 31, 2015, there were four asset groups in the Rigid Industrial Packaging Products & Services segment and one asset group in the Flexible Products & Services segment classified as assets and liabilities held for sale, and it is the Company’s intention to complete the sales of these assets within the twelve months following the end of the year. During 2015, two asset groups classified as held for sale at October 31, 2014 were sold, two other asset groups previously classified as held for sale were reclassed to held and used. Two asset groups, one within the Flexible Products & Services segment and one within the Paper Packaging Segment, were added and sold subsequently during the year. The assets and liabilities held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year. For additional information regarding the sale of businesses refer to Note 2 to these consolidated financial statements.
For the year ended October 31, 2015, the Company recorded a gain on disposal of properties, plants and equipment, net of $7.0 million. There were sales of HBU and surplus properties which resulted in gains of $2.7 million in the Land Management segment, a disposal of an asset group previously classified as held for sale in the Rigid Industrial Packaging & Services segment that resulted in a gain of $4.4 million, insurance recoveries which resulted in gains of $3.0 million in the Rigid Industrial Packaging & Services segment, a $3.0 million loss in the Flexible Products & Services segment resulting from the fair market value adjustment of an asset previously classified as held for sale and other miscellaneous losses of $0.1 million.
For the year ended October 31, 2014, the Company recorded a gain on disposal of properties, plants and equipment, net of $8.3 million. There were sales of HBU and surplus properties which resulted in gains of $5.4 million in the Land Management segment, a sale of equipment in the Flexible Products & Services segment that resulted in a gain of $1.1 million, a disposal of an asset in the Paper Packaging segment that resulted in a gain of $0.7 million and sales of other miscellaneous equipment which resulted in aggregate gains of $1.1 million.
For the year ended October 31, 2013, the Company recorded a gain on disposal of properties, plants and equipment, net of $5.6 million. There were sales of HBU and surplus properties which resulted in gains of $1.2 million in the Land Management segment, a sale of equipment in the Paper Packaging segment that resulted in a gain of $0.6 million, a disposal of equipment in the Rigid Industrial Packaging & Services segment that resulted in a gain of $2.5 million, a sale of property that was previously classified as held for sale in the Rigid Industrial Packaging & Services segment that resulted in a gain of $0.6 million, a sale of land adjacent to our corporate offices that resulted in a gain of $0.8 million, a sale of equipment that resulted in a loss of $0.9 million and sales of other miscellaneous equipment which resulted in aggregate gains of $0.8 million.
For the years ended October 31, 2015, 2014 and 2013, the Company recorded a gain of $24.3 million, $17.1 million and $17.3 million, respectively, relating to the sale of timberland.
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The following table summarizes the changes in the carrying amount of goodwill by segment for the year ended October 31, 2015 and 2014 (Dollars in millions):
Rigid Industrial Packaging & Services |
Paper Packaging |
Flexible Products & Services (1) |
Land Management |
Total | ||||||||||||||||
Balance at October 31, 2013 |
$ | 860.2 | $ | 59.9 | $ | 78.3 | $ | — | $ | 998.4 | ||||||||||
Goodwill acquired |
25.9 | — | — | — | 25.9 | |||||||||||||||
Goodwill allocated to divestitures and businesses held for sale |
(25.5 | ) | (0.4 | ) | (21.8 | ) | — | (47.7 | ) | |||||||||||
Goodwill adjustments |
(0.8 | ) | — | — | — | (0.8 | ) | |||||||||||||
Goodwill impairment charge |
— | — | (50.3 | ) | — | (50.3 | ) | |||||||||||||
Currency translation |
(39.1 | ) | — | (6.2 | ) | — | (45.3 | ) | ||||||||||||
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Balance at October 31, 2014 |
$ | 820.7 | $ | 59.5 | $ | — | $ | — | $ | 880.2 | ||||||||||
Goodwill acquired |
— | — | — | — | — | |||||||||||||||
Goodwill allocated to divestitures and businesses held for sale |
(11.6 | ) | — | — | — | (11.6 | ) | |||||||||||||
Goodwill adjustments |
— | — | — | — | — | |||||||||||||||
Goodwill impairment charge |
— | — | — | — | — | |||||||||||||||
Currency translation |
(61.5 | ) | — | — | — | (61.5 | ) | |||||||||||||
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Balance at October 31, 2015 |
$ | 747.6 | $ | 59.5 | $ | — | $ | — | $ | 807.1 | ||||||||||
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(1) | Accumulated goodwill impairment loss was $50.3 million, $50.3 million, and $0.0 million, as of October 31, 2015, 2014 and 2013, respectively. |
The Company reviews goodwill by reporting unit and indefinite-lived intangible assets for impairment as required by ASC 350, “Intangibles – Goodwill and Other”, either annually in the fourth quarter as of August 1, or whenever events and circumstances indicate impairment may have occurred. A reporting unit is the operating segment, or a business one level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment management. The components are aggregated into reporting units for purposes of goodwill impairment testing to the extent they share similar qualitative and quantitative characteristics. The Company has five operating segments: Rigid Industrial Packaging & Services – Americas; Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific; Paper Packaging; Flexible Products & Services; and Land Management. These five operating segments are aggregated into four reportable business segments by combining the Rigid Industrial Packaging & Services – Americas and Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific operating segments. The Company’s reporting units are the same as the operating segments.
During the fourth quarter of 2014, triggering events occurred in the Flexible Products & Services reporting unit that significantly lowered the forecasted cash flow projections used by the Company during its annual impairment test. The triggering events identified were as follows:
• | During the fourth quarter of 2014, Flexible Products & Services changed the labor mix of employees at one of its facilities in Turkey, resulting in higher expected long-term overall labor costs. |
• | There were also certain Flexible Products & Services businesses and facilities identified during the fourth quarter of 2014 as planned divestitures and shutdowns. These planned divestitures and shutdowns were primarily distribution locations and so reduced overall sales and topline revenue for Flexible Products & Services without reducing fixed production costs, resulting in projected decreases in gross margins and operating profit margins for the business as a whole. |
• | Finally, there was a significant devaluation of the Euro that negatively impacted expected results for Flexible Products & Services, as a significant portion of its forecasted sales are to customers in the Euro zone. The devaluation is projected to have a long-term effect on the results of the Flexible Products & Services reporting unit. |
Due to these events, the Company performed a goodwill impairment test as of October 31, 2014 for the Flexible Products & Services reporting unit. Based on the analysis performed as of October 31, 2014, the carrying amount of the Flexible Products & Services reporting unit exceeded the fair value of the Flexible Products & Services reporting unit and the goodwill of the Flexible Products & Services reporting unit as of October 31, 2014 was fully impaired and written off as of October 31, 2014.
The fair value was determined primarily using the income approach by discounting estimated future cash flows. Those cash flow projections were prepared based upon the evaluation of the historical performance and future growth expectations for the Flexible Products & Services segment. Revenue was based on 2015 projections with a long-term growth rate applied to future periods. The most critical assumptions within the cash flow projections are revenue growth rates and forecasted gross margin percentages. The second step of the goodwill impairment test compared the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The implied fair value of goodwill was calculated as the difference between the fair value of the reporting unit as a whole and the fair values of the other non-goodwill assets and liabilities making up the reporting unit. Significant assumptions used in the calculation of the implied fair value include those used in the valuation of fixed assets and intangibles. Fixed assets were valued using the indirect cost approach. The customer retention model used to value the customer list intangible asset was the multi-period excess earnings method.
The following table summarizes the carrying amount of net intangible assets by class as of October 31, 2015 and October 31, 2014 (Dollars in millions):
Gross Intangible Assets |
Accumulated Amortization |
Net Intangible Assets |
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October 31, 2015: |
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Indefinite lived: |
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Trademarks and patents |
$ | 13.1 | $ | — | $ | 13.1 | ||||||
Definite lived: |
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Trademarks and patents |
$ | 12.4 | $ | 4.2 | $ | 8.2 | ||||||
Non-compete agreements |
4.9 | 4.5 | 0.4 | |||||||||
Customer relationships |
180.7 | 81.7 | 99.0 | |||||||||
Other |
24.2 | 12.2 | 12.0 | |||||||||
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Total |
$ | 235.3 | $ | 102.6 | $ | 132.7 | ||||||
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October 31, 2014: |
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Indefinite lived: |
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Trademarks and patents |
$ | 13.8 | $ | — | $ | 13.8 | ||||||
Definite lived: |
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Trademarks and patents |
$ | 15.3 | $ | 4.7 | $ | 10.6 | ||||||
Non-compete agreements |
6.0 | 5.1 | 0.9 | |||||||||
Customer relationships |
203.3 | 78.8 | 124.5 | |||||||||
Other |
27.8 | 11.1 | 16.7 | |||||||||
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Total |
$ | 266.2 | $ | 99.7 | $ | 166.5 | ||||||
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Gross intangible assets decreased by $30.9 million for the year ended October 31, 2015. The decrease was attributable to $5.2 million of gross intangibles from divestitures, $4.0 million transferred to held for sale, $20.1 million of currency fluctuations and the write-off of $1.6 million of fully-amortized assets. Amortization expense was $18.4 million, $22.0 million and $21.2 million for the years ended 2015, 2014 and 2013, respectively. Amortization expense for the next five years is expected to be $17.6 million in 2016, $16.9 million in 2017, $16.5 million in 2018, $16.4 million in 2019 and $15.9 million in 2020.
All intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually or legally determined or through purchase price accounting, except for $13.1 million related to the Tri-Sure trademark and trade names related to Blagden Express, Closed-loop and Box Board, all of which have indefinite lives.
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NOTE 7 – RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ended restructuring reserve balances for the years ended October 31, 2015 and 2014 (Dollars in millions):
Employee Separation Costs |
Other costs | Total | ||||||||||
Balance at October 31, 2013 |
$ | 1.8 | $ | 1.2 | $ | 3.0 | ||||||
Costs incurred and charged to expense |
12.0 | 4.1 | 16.1 | |||||||||
Costs paid or otherwise settled |
(10.9 | ) | (4.1 | ) | (15.0 | ) | ||||||
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Balance at October 31, 2014 |
$ | 2.9 | $ | 1.2 | $ | 4.1 | ||||||
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Costs incurred and charged to expense |
27.8 | 12.2 | 40.0 | |||||||||
Costs paid or otherwise settled |
(16.0 | ) | (6.8 | ) | (22.8 | ) | ||||||
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Balance at October 31, 2015 |
$ | 14.7 | $ | 6.6 | $ | 21.3 | ||||||
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The focus for restructuring activities in 2015 was to continue to rationalize operations and close underperforming assets throughout all segments. During the year ended October 31, 2015, the Company recorded restructuring charges of $40.0 million, which compares to $16.1 million of restructuring charges recorded during the year ended October 31, 2014. The restructuring activity for the year ended October 31, 2015 consisted of $27.8 million in employee separation costs and $12.2 million in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated with employee separation and relocation. There were eight plants closed in 2015, and a total of 1,020 employees severed throughout 2015 as part of the Company’s restructuring efforts.
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-K. Remaining amounts expected to be incurred were $14.7 million as of October 31, 2015. (Dollars in millions):
Total Amounts Expected to be Incurred |
Amounts Incurred During the year ended October 31, 2015 |
Amounts Remaining to be Incurred |
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Rigid Industrial Packaging & Services: |
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Employee separation costs |
$ | 27.4 | $ | 21.7 | 5.7 | |||||||
Other restructuring costs |
12.1 | 7.8 | 4.3 | |||||||||
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39.5 | 29.5 | 10.0 | ||||||||||
Flexible Products & Services: |
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Employee separation costs |
6.1 | 4.8 | 1.3 | |||||||||
Other restructuring costs |
6.7 | 3.3 | 3.4 | |||||||||
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12.8 | 8.1 | 4.7 | ||||||||||
Paper Packaging |
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Employee separation costs |
1.2 | 1.2 | — | |||||||||
Other restructuring costs |
1.1 | 1.1 | — | |||||||||
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2.3 | 2.3 | — | ||||||||||
Land Management |
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Employee separation costs |
0.1 | 0.1 | — | |||||||||
Other restructuring costs |
— | — | — | |||||||||
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0.1 | 0.1 | — | ||||||||||
$ | 54.7 | $ | 40.0 | $ | 14.7 | |||||||
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The focus for restructuring activities in 2014 was to rationalize operations and close underperforming assets in both the Flexible Products & Services and the Rigid Industrial Packaging & Services segments. During 2014, the Company recorded restructuring charges of $16.1 million, consisting of $12.0 million in employee separation costs and $4.1 million in other restructuring costs, primarily consisting of lease termination costs, professional fees and other miscellaneous exit costs. There were eight plants closed in 2014, and a total of 850 employees severed throughout 2014 as part of the Company’s restructuring efforts.
The focus for restructuring activities in 2013 was on the rationalization of operations and contingency actions in Rigid Industrial Packaging & Services. During 2013, the Company recorded restructuring charges of $4.8 million, consisting of $2.8 million in employee separation costs and $2.0 million in other restructuring costs, primarily consisting of lease termination costs, professional fees and other miscellaneous exit costs. There were no plants closed in 2013, but there was a total of 278 employees severed throughout 2013 as part of the Company’s restructuring efforts.
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NOTE 8 – CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIE’s quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIE’s for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
Significant Nonstrategic Timberland Transactions
On March 28, 2005, Soterra LLC (a wholly owned subsidiary) entered into two real estate purchase and sale agreements with Plum Creek Timberlands, L.P. (“Plum Creek”) to sell approximately 56,000 acres of timberland and related assets located primarily in Florida for an aggregate sales price of approximately $90 million, subject to closing adjustments. In connection with the closing of one of these agreements, Soterra LLC sold approximately 35,000 acres of timberland and associated assets in Florida, Georgia and Alabama for $51.0 million, resulting in a pretax gain of $42.1 million, on May 23, 2005. The purchase price was paid in the form of cash and a $50.9 million purchase note payable (the “Purchase Note”) by an indirect subsidiary of Plum Creek (the “Buyer SPE”). Soterra LLC contributed the Purchase Note to STA Timber LLC (“STA Timber”), one of the Company’s indirect wholly owned subsidiaries. The Purchase Note is secured by a Deed of Guarantee issued by Bank of America, N.A., London Branch, in an amount not to exceed $52.3 million (the “Deed of Guarantee”), as a guarantee of the due and punctual payment of principal and interest on the Purchase Note.
The Company completed the second and final phase of these transactions in the first and second quarter of 2006, respectively, with the sale of 15,300 acres and another approximately 5,700 acres.
On May 31, 2005, STA Timber issued in a private placement its 5.20% Senior Secured Notes due August 5, 2020 (the “Monetization Notes”) in the principal amount of $43.3 million. In connection with the sale of the Monetization Notes, STA Timber entered into note purchase agreements with the purchasers of the Monetization Notes (the “Note Purchase Agreements”) and related documentation. The Monetization Notes are secured by a pledge of the Purchase Note and the Deed of Guarantee. The Monetization Notes may be accelerated in the event of a default in payment or a breach of the other obligations set forth therein or in the Note Purchase Agreements or related documents, subject in certain cases to any applicable cure periods, or upon the occurrence of certain insolvency or bankruptcy related events. The Monetization Notes are subject to a mechanism that may cause them, subject to certain conditions, to be extended to November 5, 2020. The proceeds from the sale of the Monetization Notes were primarily used for the repayment of indebtedness. Greif, Inc. and its other subsidiaries have not extended any form of guaranty of the principal or interest on the Monetization Notes. Accordingly, Greif, Inc. and its other subsidiaries will not become directly or contingently liable for the payment of the Monetization Notes at any time.
The Buyer SPE is deemed to be a VIE since the assets of the Buyer SPE are not available to satisfy the liabilities of the Buyer SPE. The Buyer SPE is a separate and distinct legal entity from the Company and no ownership interest in the Buyer SPE is held by the Company, but the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. As a result, Buyer SPE has been consolidated into the operations of the Company.
As of October 31, 2015 and 2014, assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity. For each of the years ended October 31, 2015, 2014 and 2013, the Buyer SPE recorded interest income of $2.4 million.
As of October 31, 2015 and 2014, STA Timber had long-term debt of $43.3 million. For each of the years ended October 31, 2015, 2014 and 2013, STA Timber recorded interest expense of $2.2 million. STA Timber is exposed to credit-related losses in the event of nonperformance by the issuer of the Deed of Guarantee.
Flexible Packaging Joint Venture
On September 29, 2010, Greif, Inc. and its indirect subsidiary Greif International Holding Supra C.V. (“Greif Supra,”) formed a joint venture (referred to herein as the “Flexible Packaging JV”) with Dabbagh Group Holding Company Limited and its subsidiary NSC. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment, with the exception of the North American multiwall packaging business, which was sold in August 2014. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date of September 29, 2010.
The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The 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 Packaging JV is to establish a global industrial flexible products enterprise through a series of targeted acquisitions and major investments in plant, machinery and equipment. All entities contributed to the Flexible Packaging JV were existing businesses acquired by 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 Flexibles Packaging J.V. also includes Global Textile Company LLC (“Global Textile”), which owned and operated a fabric hub in the Kingdom of Saudi Arabia that commenced operations in the fourth quarter of 2012 and ceased operations in the fourth quarter of 2014. The Company has 51 percent ownership in Trading Co. and 49 percent ownership in Asset Co. and Global Textile. However, Greif Supra and NSC have equal economic interests in the Flexible Packaging JV, notwithstanding the actual ownership interests in the various legal entities.
All investments, loans and capital contributions are to be shared equally by 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 Packaging JV total net assets (Dollars in millions):
As of October 31, |
2015 | 2014 | ||||||
Cash and cash equivalents |
$ | 14.5 | $ | 6.6 | ||||
Trade accounts receivable, less allowance of $3.2 in 2015 and $4.3 in 2014 |
47.5 | 60.1 | ||||||
Inventories |
44.7 | 70.0 | ||||||
Properties, plants and equipment, net |
43.1 | 57.0 | ||||||
Other assets |
36.8 | 45.8 | ||||||
Accounts payable |
27.9 | 43.7 | ||||||
Other liabilities |
50.6 | 47.7 |
During 2014, there was a conversion of short-term loans payable and accrued interest to equity. This transaction involved loans payable to another Greif entity and those payable to NSC. As of October 31, 2013, Asset Co. had outstanding advances to NSC for $0.6 million which were being used to fund certain costs incurred in the Kingdom of Saudi Arabia in respect of the fabric hub. These advances were recorded within the current portion related party notes and advances receivable on the Company’s consolidated balance sheet. As of October 31, 2013, Asset Co. and Trading Co. held short term loans payable to NSC for $12.7 million, recorded within short-term borrowings on the Company’s consolidated balance sheet. These loans were interest bearing and were used to fund certain operational requirements. The fabric hub ceased operations during the fourth quarter of 2014.
Net loss attributable to the noncontrolling interest in the Flexible Packaging JV for the years ended October 31, 2015, 2014 and 2013 were $14.2 million, $57.0 million and $9.1 million, respectively.
Non-United States Accounts Receivable VIE
As further described in Note 3, Cooperage Receivables Finance B.V. is a party to the European RPA. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and no ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.
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NOTE 9 – LONG-TERM DEBT
Long-term debt is summarized as follows (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Amended Credit Agreement |
$ | 217.4 | $ | 169.2 | ||||
Senior Notes due 2017 |
300.7 | 301.2 | ||||||
Senior Notes due 2019 |
246.0 | 245.2 | ||||||
Senior Notes due 2021 |
219.4 | 252.5 | ||||||
Amended Receivables Facility |
147.6 | 110.0 | ||||||
Other long-term debt |
15.8 | 26.9 | ||||||
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|
|
|
|||||
1,146.9 | 1,105.0 | |||||||
Less current portion |
(30.7 | ) | (17.6 | ) | ||||
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|
|
|
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Long-term debt |
$ | 1,116.2 | $ | 1,087.4 | ||||
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Credit Agreement
On December 19, 2012, the Company and two of its international subsidiaries amended and restated the Company’s existing $1.0 billion senior secured credit agreement with a syndicate of financial institutions (the “Amended Credit Agreement”). The total available borrowing under this facility was $706.3 million as of October 31, 2015, which has been reduced by $14.4 million for outstanding letters of credit, all of which is available without violating covenants.
The Amended Credit Agreement contains financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) the Company’s total consolidated indebtedness, to (b) the Company’s consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (“adjusted EBITDA”) to be greater than 4.00 to 1. The interest coverage ratio generally requires that at the end of any fiscal quarter the Company will not permit the ratio of (a) the Company’s consolidated adjusted EBITDA to (b) the Company’s consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1, during the preceding twelve month period (the “Interest Coverage Ratio Covenant”).
The terms of the Amended Credit Agreement limit the Company’s ability to make “restricted payments,” which include dividends and purchases, redemptions and acquisitions of the Company’s equity interests. The payment of dividends and other restricted payments are subject to the condition that certain defaults not exist under the terms of the Amended Credit Agreement and, in the event that certain defaults exist, are limited in amount by a formula based, in part, on the Company’s consolidated net income. The repayment of amounts borrowed under the Amended Credit Agreement are secured by a security interest in the personal property of Greif, Inc. and certain of the Company’s United States subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of the Company’s United States subsidiaries. The repayment of amounts borrowed under the Amended Credit Agreement is also secured, in part, by capital stock of the non-U.S. subsidiaries that are parties to the Amended Credit Agreement. However, in the event that the Company receives and maintains an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, the Company may request the release of such collateral. The payment of outstanding principal under the Amended Credit Agreement and accrued interest thereon may be accelerated and become immediately due and payable upon the Company’s default in its payment or other performance obligations or its failure to comply with the financial and other covenants in the Amended Credit Agreement, subject to applicable notice requirements and cure periods as provided in the Amended Credit Agreement.
The Company recorded $1.3 million of debt extinguishment charges for the year ended October 31, 2013. Financing costs associated with the Amended Credit Agreement totaling $3.4 million were capitalized and included in other long term assets. The Company recorded no debt extinguishment charges for the year ended October 31, 2015 and 2014.
As of October 31, 2015, $217.4 million was outstanding under the Amended Credit Agreement. The current portion of the Amended Credit Agreement was $17.3 million and the long-term portion was $200.1 million. The weighted average interest rate on the Amended Credit Agreement was 1.63% for the year ended October 31, 2015. The actual interest rate on the Amended Credit Agreement was 1.74% as of October 31, 2015.
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.
Senior Notes due 2019
On July 28, 2009, the Company issued $250.0 million of 7.75% Senior Notes due August 1, 2019. Interest on these Senior Notes is payable semi-annually.
Senior Notes due 2021
On July 15, 2011, Greif, Inc.’s wholly-owned subsidiary, Greif Nevada Holdings, Inc., S.C.S. (formerly 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.
United States Trade Accounts Receivable Credit Facility
On September 30, 2013, the Company amended and restated the Prior Receivables Facility to establish a $170.0 million United States Trade Accounts Receivable Credit Facility (the “Amended Receivables Facility”) with a financial institution. On December 1, 2015, the Amended Receivables Facility was amended to reduce the amount of available proceeds from $170 million to $150 million.
Other
In addition to the amounts borrowed under the Amended Credit Agreement and proceeds from the Senior Notes and the Amended Receivables Facility, as of October 31, 2015, the Company had outstanding other debt of $15.9 million in long-term debt and $40.7 million in short-term borrowings, compared to other debt of $26.9 million in long-term debt and $48.1 million in short-term borrowings, as of October 31, 2014. There are no financial covenants associated with this other debt.
Annual maturities, including the current portion of long-term debt under the Company’s various financing arrangements, are $30.7 million in 2016, $467.0 million in 2017, $182.9 million in 2018, $246.0 million in 2019, and $220.3 million thereafter. Cash paid for interest expense was $77.5 million, $86.4 million and $86.5 million in 2015, 2014 and 2013, respectively.
As of October 31, 2015 and 2014, the Company had deferred financing fees and debt issuance costs of $7.2 million and $10.3 million, respectively, which are included in other long-term assets.
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NOTE 10 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value of those assets and (liabilities) measured on a recurring basis as of October 31, 2015 and 2014 (Dollars in millions):
October 31, 2015 | Balance sheet Location |
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Foreign exchange hedges |
$ | — | $ | 0.3 | $ | — | $ | 0.3 | Prepaid expenses and other current assets | |||||||||
Foreign exchange hedges |
— | (0.2 | ) | (0.2 | ) | Other current liabilities | ||||||||||||
Insurance Annuity** |
— | — | 20.1 | 20.1 | Other long-term assets | |||||||||||||
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Total* |
$ | — | $ | 0.1 | $ | 20.1 | $ | 20.2 | ||||||||||
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October 31, 2014 | ||||||||||||||||||
Balance sheet Location |
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Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Interest rate derivatives |
$ | — | $ | (0.2 | ) | $ | — | $ | (0.2 | ) | Other long-term liabilities | |||||||
Foreign exchange hedges |
— | 0.6 | — | 0.6 | Prepaid expenses and other current assets | |||||||||||||
Foreign exchange hedges |
— | (0.2 | ) | — | (0.2 | ) | Other current liabilities | |||||||||||
Insurance Annuity** |
— | — | 22.6 | 22.6 | Other long-term assets | |||||||||||||
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Total* |
$ | — | $ | 0.2 | $ | 22.6 | $ | 22.8 | ||||||||||
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* | The carrying amounts of cash and cash equivalents, trade accounts receivable, notes receivable, accounts payable, current liabilities and short-term borrowings as of October 31, 2015 and 2014 approximate their fair values because of the short-term nature of these items and are not included in this table. |
** | The change in the fair value of the insurance annuity is primarily due to changes in foreign currency exchange rates. |
Interest Rate Derivatives
As of October 31, 2015, the Company had no interest rate derivatives.
Through December 2014, the Company had two interest rate derivatives (floating to fixed swap agreements designated as cash flow hedges) with a total notional amount of $150 million. Under these swap agreements, the Company received interest based upon a variable interest rate from the counterparties and paid interest based upon a fixed interest rate. The assumptions that were used in measuring fair value of the interest rate derivatives were considered level 2 inputs, which were based on interest from the counterparties based upon LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements. These derivative instruments were designated and qualified as cash flow hedges. Accordingly, the effective portion of the gain or loss on these derivative instruments was reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affected earnings. The ineffective portion of the gain or loss on the derivative instrument was recognized in earnings immediately.
Losses reclassified to earnings under these contracts were $0.2 million, $0.9 million, and $0.8 million for the twelve months ended October 31, 2015, 2014 and 2013, respectively. These losses were recorded within the consolidated statements of income as interest expense, net.
Foreign Exchange Hedges
The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows.
As of October 31, 2015, the Company had outstanding foreign currency forward contracts in the notional amount of $129.9 million ($122.4 million as of October 31, 2014). Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged item. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments, principally foreign exchange futures contracts. Losses recorded under fair value contracts were $6.0 million and $6.2 million for the years ended October 31, 2015 and 2014, respectively. Gains recorded under fair value contracts were an immaterial amount for the years ended October 31, 2013.
Other Financial Instruments
The fair values of the Company’s Amended Credit Agreement and the Amended Receivables Facility do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ASC Topic 820, “Fair Value Measurements and Disclosures.”
The following table presents the estimated fair values for the Company’s Senior Notes and Assets held by special purpose entities (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Senior Notes due 2017 Estimated fair value |
$ | 314.8 | $ | 325.5 | ||||
Senior Notes due 2019 Estimated fair value |
280.6 | 287.5 | ||||||
Senior Notes due 2021 Estimated fair value |
258.7 | 297.7 | ||||||
Assets held by special purpose entities Estimated fair value |
54.4 | 54.5 |
Pension Plan Assets
On an annual basis we compare the asset holdings of our pension plan to targets established by the Company. The pension plan assets are categorized as equity securities, debt securities, fixed income securities, insurance annuities, or other assets, which are considered level 1, level 2 and level 3 fair value measurements. The typical asset holdings include:
• | Common Stock: Valued based on quoted prices and are primarily exchange-traded. |
• | Mutual funds: Valued at the Net Asset Value “NAV” available daily in an observable market. |
• | Common collective trusts: Unit value calculated based on the observable NAV of the underlying investment. |
• | Pooled separate accounts: Unit value calculated based on the observable NAV of the underlying investment. |
• | Government and corporate debt securities: Valued based on readily available inputs such as yield or price of bonds of comparable quality, coupon, maturity and type. |
• | Insurance annuity: Value is derived based on the value of the corresponding liability. |
Non-Recurring Fair Value Measurements
Long-Lived Assets
During the year ended October 31, 2015, the Company wrote down long-lived assets with a carrying value of $60.7 million to a fair value of $14.8 million, resulting in recognized asset impairment charges of $45.9 million. These charges include $15.0 million of impairment charges related to Venezuelan properties, plants, and equipment, net, $11.4 million of impairment charges related to assets recognized at fair value in the Company’s reconditioning business, $1.5 million of IT software assets that were identified as obsolete, $0.5 million other-than-temporary impairment of equity method investment within the Flexible Products & Services segment, $10.9 million of impairment charges related to plant closures within the Rigid Industrial Packaging & Services and Flexible Products & Services segments, and $6.6 million of various machinery and equipment determined to be obsolete.
During the year ended October 31, 2014, the Company wrote down long-lived assets with a carrying value of $58.0 million to a fair value of $22.5 million, resulting in recognized asset impairment charges of properties, plants and equipment of $35.5 million, consisting of: $11.5 million for assets in the Rigid Industrial Packaging & Services segment related to the third quarter 2014 impairment of assets to be sold for a loss in the fourth quarter of 2014, underutilized and damaged equipment, and unutilized facilities in Europe; and $24.0 million for assets in Flexible Products & Services segment related to underutilized equipment and the shutdown of the fabric hub in the Kingdom of Saudi Arabia. The impairment charges in the Flexible Products & Services segment included $15.7 million related to assets valued on the basis of their highest and best use.
During the year ended October 31, 2013, the Company wrote down long-lived assets with a carrying value of $84.2 million to a fair value of $52.8 million, resulting in recognized asset impairment charges of properties, plants, and equipment of $31.4 million, consisting of: $1.6 million for assets in the Paper Packaging segment primarily for assets under contract to be sold; $18.8 million for assets in the Rigid Industrial Packaging & Services segment related to loss making facilities, underutilized and damaged equipment, and unutilized facilities in Europe; and $11.0 million for assets in Flexible Products & Services segment related to underutilized equipment which was valued on the basis of their highest and best use.
The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants would use. The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used for the twelve months ended October 31, 2015.
Quantitative Information about Level 3 Fair Value Measurements | ||||||||||
Fair Value of Impairment |
Valuation Technique |
Unobservable Input |
Range of Input Values |
|||||||
(in millions) | ||||||||||
October 31, 2015 |
||||||||||
Impairment of Long-lived assets-Land & Building |
$ | 28.1 | Broker Quote / Indicative Bids |
Indicative Bids | N/A | |||||
Impairment of Long-lived assets-Machinery & Equipment |
$ | 17.8 | Sales Value | Sales Value | N/A |
Assets and Liabilities Held for Sale
The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. During 2015, two asset groups classified as held for sale at October 31, 2014 were reclassed to held and used, resulting in a $3.0 million impairment to net realizable value. The Company has not recorded additional impairment related to assets which were previously classified as held for sale during the year ended October 31, 2013.
Goodwill and Indefinite-Lived Intangibles
On an annual basis or when events or circumstances indicate impairment may have occurred, the Company performs impairment tests for goodwill and intangibles as defined under ASC 350, “Intangibles-Goodwill and Other.” As of October 31, 2014, the Company concluded that the carrying amount of the Flexible Products & Services reporting unit exceeded the fair value of the Flexible Products & Services reporting unit and the goodwill of $50.3 million on the Flexible Products & Services reporting unit as of October 31, 2014 was fully impaired. See Note 6 for additional information. The Company concluded that no impairment existed as of October 31, 2015 and 2013.
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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 income 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 income for all share-based awards. Because share-based compensation expense is based on awards that are ultimately expected to vest, share-based compensation expense is 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 2015, 2014 or 2013. 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.
In 2001, the Company adopted the 2001 Management Equity Incentive and Compensation Plan (the “2001 Plan”). The provisions of the 2001 Plan allow the awarding of incentive and nonqualified stock options and restricted and performance shares of Class A Common Stock to key employees. The maximum number of shares that may be issued each year is determined by a formula that takes into consideration the total number of shares outstanding and is also subject to certain limits. In addition, the maximum number of incentive stock options that will be issued under the 2001 Plan during its term is 5,000,000 shares.
Under the terms of the 2001 Plan, stock options may be granted at exercise prices equal to the market value of the common stock on the date options are granted and become fully vested two years after date of grant. Options expire 10 years after date of grant.
In 2005, the Company adopted the 2005 Outside Directors Equity Award Plan (the “2005 Directors Plan”), which provides for the granting of stock options, restricted stock or stock appreciation rights to directors who are not employees of the Company. Prior to 2005, the Directors Stock Option Plan (the “Directors Plan”) provided for the granting of stock options to directors who are not employees of the Company. The aggregate number of the Company’s Class A Common Stock options, and in the case of the 2005 Directors Plan, restricted stock, that may be granted may not exceed 200,000 shares under each of these plans. Under the terms of both plans, options are granted at exercise prices equal to the market value of the common stock on the date options are granted and become exercisable immediately. Options expire 10 years after date of grant.
Stock option activity for the years ended October 31 was as follows (Shares in thousands):
2015 | 2014 | 2013 | ||||||||||||||||||||||
Shares | Weighted Average Exercise price |
Shares | Weighted Average Exercise price |
Shares | Weighted Average Exercise price |
|||||||||||||||||||
Beginning balance |
10 | $ | 27.36 | 79 | $ | 25.30 | 181 | $ | 19.45 | |||||||||||||||
Granted |
— | — | — | — | — | — | ||||||||||||||||||
Forfeited |
— | — | — | — | 3 | 19.35 | ||||||||||||||||||
Exercised |
10 | 27.36 | 69 | 25.01 | 99 | 14.79 | ||||||||||||||||||
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Ending balance |
— | $ | — | 10 | $ | 27.36 | 79 | $ | 25.30 |
All outstanding options were exercisable as of October 31, 2015, 2014 and 2013, respectively.
The Company’s Long Term Incentive Plan is intended to focus management on the key measures that drive superior performance over the longer-term. The Long Term Incentive Plan is based on three-year performance periods that commence at the start of every fiscal year. For each three-year performance period, the performance goals are based on targeted levels of earnings before interest, taxes, depreciation, depletion and amortization as determined by the Special Subcommittee of the Company’s Compensation Committee of the Board of Directors (the “Special Subcommittee”). Participants are paid 50% in cash and 50% in restricted shares of the Company’s Class A and/or Class B Common Stock, as determined by the Special Subcommittee.
Under the Company’s Long-Term Incentive Plan, the Company will grant in January 2016 42,497 shares of restricted stock with a weighted average grant date fair value of $34.05 for 2015. The Company granted 49,702 shares of restricted stock with a weighted average grant date fair value of $45.71 under the Company’s Long-Term Incentive Plan for 2014. The total stock expense recorded under the plan was $1.4 million, $2.3 million and $2.9 million for the periods ended October 31, 2015, 2014 and 2013, respectively. All restricted stock awards under the Long Term Incentive Plan are fully vested at the date of award.
Under the Company’s 2005 Directors Plan, the Company granted 25,560 shares of restricted stock with a weighted average grant date fair value of $44.01 in 2015. The Company granted 22,059 shares of restricted stock with a weighted average grant date fair value of $50.99 under the Company’s 2005 Directors Plan in 2014. The total expense recorded under the plan was $1.1 million, $1.1 million, and $0.8 million for the periods ended October 31, 2015, 2014, and 2013, respectively. All restricted stock awards under the 2005 Directors Plan are fully vested at the date of award.
During 2014, the Company awarded an officer, as part of the terms of his initial employment arrangement, 15,000 shares of Class A Common Stock under the 2001 Plan. These shares were issued subject to vesting and post-vesting restrictions on the sale or transfer until May 12, 2019. These shares fully vest in equal installments of 5,000 on May 12, 2015, 2016 and 2017. Share-based compensation expense was $0.3 million and $0.2 million for the periods ended October 31, 2015 and 2014, respectively.
The total stock compensation expenses recorded under the plans were $2.8 million, $3.6 million and $3.7 million for the periods ended October 31, 2015, 2014 and 2013 respectively.
|
NOTE 12 – INCOME TAXES
The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state and local jurisdictions, and various non-U.S. jurisdictions.
The provision for income taxes consists of the following (Dollars in millions):
For the years ended October 31, | 2015 | 2014 | 2013 | |||||||||
Current |
||||||||||||
Federal |
$ | 18.3 | $ | 53.1 | $ | 54.3 | ||||||
State and local |
4.0 | 9.8 | 8.8 | |||||||||
Non-U.S. |
29.6 | 38.0 | 33.1 | |||||||||
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|
|||||||
51.9 | 100.9 | 96.2 | ||||||||||
Deferred |
||||||||||||
Federal |
2.4 | 2.7 | (6.3 | ) | ||||||||
State and local |
0.2 | (1.6 | ) | (0.3 | ) | |||||||
Non-U.S. |
(6.1 | ) | 13.0 | 9.2 | ||||||||
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(3.5 | ) | 14.1 | 2.6 | |||||||||
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$ | 48.4 | $ | 115.0 | $ | 98.8 | |||||||
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The non-U.S. income (loss) before income tax expense was $25.8 million, $(17.0) million and $80.3 million in 2015, 2014, and 2013, respectively. The 2014 non-U.S. pretax loss is primarily the result of the impairment of non-deductible goodwill. The U.S. income before income tax was $89.0 million, $175.0 million and $163.1 million in 2015, 2014, and 2013, respectively.
The following is a reconciliation of the provision for income taxes based on the federal statutory rate to the Company’s effective income tax rate:
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
United States federal tax rate |
35.00 | % | 35.00 | % | 35.00 | % | ||||||
Non-U.S. tax rates |
(4.30 | %) | 2.90 | % | 2.20 | % | ||||||
State and local taxes, net of federal tax benefit |
2.80 | % | 4.20 | % | 2.50 | % | ||||||
U.S. domestic production activity deduction |
(0.90 | %) | (3.10 | %) | (2.00 | %) | ||||||
Unrecognized tax benefits |
2.50 | % | 7.20 | % | 0.40 | % | ||||||
Net impact of released and new valuation allowances |
3.00 | % | 12.70 | % | 0.50 | % | ||||||
Withholding tax |
2.70 | % | 2.90 | % | 2.90 | % | ||||||
Foreign partnerships |
(5.80 | %) | (5.30 | %) | (3.60 | %) | ||||||
Foreign income inclusion |
0.40 | % | — | 1.70 | % | |||||||
Venezuela balance sheet remeasurement |
5.90 | % | — | — | ||||||||
Nondeductible goodwill |
2.50 | % | 15.60 | % | — | |||||||
Other items |
(1.60 | %) | 0.70 | % | 1.00 | % | ||||||
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42.20 | % | 72.80 | % | 40.60 | % | |||||||
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Withholding tax is assessed and accrued for interest, royalties, and dividends on a quarterly basis for transactions primarily between non-U.S. entities.
As discussed in Note 1 herein, with respect to its operations in Venezuela, the Company changed from the official exchange rate to the SIMADI rate requiring remeasurement of the Venezuelan balance sheet during 2015. The net $19.4 million charge to the income statement had no tax benefit. This balance sheet remeasurement contributed 5.90 percent to our effective tax rate.
During 2014, the Company disposed of certain operations, including the divestiture of a nonstrategic business in the Rigid Industrial Packaging & Services segment in third quarter and the multiwall packaging business in the fourth quarter, which resulted in gains and losses recognized, including an amount related to goodwill of $13.6 million and $21.8 million, respectively, which did not have a tax basis. Moreover, the Flexible Products & Services reporting unit recognized the impairment of goodwill of $50.3 million that did not have any tax basis. For 2014, the combination of these items contributed 15.6 percent to our effective tax rate.
The components of the Company’s deferred tax assets and liabilities as of October 31 for the years indicated were as follows (Dollars in millions):
2015 | 2014 | |||||||
Deferred Tax Assets |
||||||||
Net operating loss and other carryforwards |
$ | 80.8 | $ | 108.5 | ||||
Pension liabilities |
53.6 | 48.2 | ||||||
Insurance operations |
3.5 | 4.1 | ||||||
Incentive liabilities |
5.4 | 12.9 | ||||||
Environmental reserves |
0.4 | 5.4 | ||||||
Inventories |
6.5 | 5.7 | ||||||
State income taxes |
7.4 | 9.2 | ||||||
Postretirement benefit obligations |
3.5 | 4.1 | ||||||
Other |
11.3 | 7.6 | ||||||
Interest accrued |
1.6 | 2.3 | ||||||
Allowance for doubtful accounts |
3.4 | 4.6 | ||||||
Restructuring reserves |
6.0 | 1.4 | ||||||
Deferred compensation |
2.9 | 2.7 | ||||||
Foreign tax credits |
2.3 | 2.3 | ||||||
Vacation accruals |
1.5 | 1.8 | ||||||
Workers compensation accruals |
3.5 | 4.6 | ||||||
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Total Deferred Tax Assets |
193.6 | 225.4 | ||||||
Valuation allowance |
(89.5 | ) | (108.5 | ) | ||||
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Net Deferred Tax Assets |
104.1 | 116.9 | ||||||
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Deferred Tax Liabilities |
||||||||
Properties, plants and equipment |
84.7 | 109.0 | ||||||
Goodwill and other intangible assets |
80.1 | 79.9 | ||||||
Foreign Income Inclusion |
1.1 | 1.1 | ||||||
Foreign exchange gains |
6.1 | 7.4 | ||||||
Timberland transactions |
116.2 | 106.4 | ||||||
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Total Deferred Tax Liabilities |
288.2 | 303.8 | ||||||
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Net Deferred Tax Liability |
$ | (184.1 | ) | $ | (186.9 | ) | ||
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As of October 31, 2015, the Company had tax benefits from non-U.S. net operating loss and other carryforwards of approximately $79.8 million and approximately $1.0 million of U.S. federal and state net operating loss carryforwards. The Company has recorded valuation allowances of $87.2 million and $106.2 million as of October 31, 2015 and 2014, respectively, against the tax benefits from non-U.S. net deferred tax assets. The Company has also recorded valuation allowances of $2.3 million and $2.3 million as of October 31, 2015 and 2014, respectively, against tax benefits from U.S. net deferred tax assets. The Company’s $19.0 million decrease in valuation allowances during 2015 consists of the following: $17.9 million of currency translations; and $3.4 million net incremental increases in new valuation allowances resulting in a 3.0% rate impact disclosed separately in the rate reconciliation above; and $4.5 million of incremental net decreases against current year net operating losses and other net deferred tax assets resulting in a (3.9%) rate impact included within the non-U.S. tax rates line of the rate reconciliation above.
As of October 31, 2015, the Company has not recognized U.S. deferred income taxes on a cumulative total of $552 million of undistributed earnings from certain non-U.S. subsidiaries. The Company’s intention is to reinvest these earnings indefinitely outside of the U.S., or to repatriate the earnings only when it is tax-efficient to do so. Therefore, no U.S. tax provision has been accrued related to the repatriation of these earnings. It is not practicable to estimate the amount of any additional taxes which may be payable on the undistributed earnings given the various alternatives the Company could employ should the Company decide to repatriate these earnings in the future.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
2015 | 2014 | 2013 | ||||||||||
Balance at November 1 |
$ | 34.3 | $ | 30.5 | $ | 55.9 | ||||||
Increases in tax positions for prior years |
8.5 | 5.7 | 4.5 | |||||||||
Decreases in tax positions for prior years |
(2.2 | ) | (8.2 | ) | (11.0 | ) | ||||||
Increases in tax positions for current years |
6.2 | 10.3 | 8.8 | |||||||||
Settlements with taxing authorities |
(5.7 | ) | (0.6 | ) | (30.3 | ) | ||||||
Lapse in statute of limitations |
(6.2 | ) | (0.8 | ) | — | |||||||
Currency translation |
(5.3 | ) | (2.6 | ) | 2.6 | |||||||
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Balance at October 31 |
$ | 29.6 | $ | 34.3 | $ | 30.5 | ||||||
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The 2015 net decrease is primarily related to a net decrease in the lapse in statute of limitations and settlements with taxing authorities in various jurisdictions. The change in balance includes the impact of deferred items that do not impact the tax expense.
The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various foreign jurisdictions. With a few exceptions, the Company is subject to audit by various taxing authorities for 2010 through the current fiscal year. The Company has completed its U.S. federal tax audit for the tax years through 2012.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits in income tax expense net of tax, as applicable. As of October 31, 2015 and October 31, 2014, the Company had $5.4 million and $4.6 million, respectively, accrued for the payment of interest and penalties.
The October 31, 2015, 2014, 2013 balances include $28.5 million, $28.0 million and $23.0 million, respectively, of unrecognized tax benefits that, if recognized, would have an impact on the effective tax rate. The remaining unrecognized tax benefits relate to tax positions for which ultimate deductibility is highly certain, but for which there is uncertainty as to the timing of such deductibility. Recognition of these tax benefits would not affect our effective tax rate.
The Company has estimated the reasonably possible expected net change in unrecognized tax benefits through October 31, 2016 under ASC 740. The Company’s estimate is based on lapses of the applicable statutes of limitations, settlements and payments of uncertain tax positions. The estimated net decrease in unrecognized tax benefits for the next 12 months ranges from $0 to $4.5 million. Actual results may differ materially from this estimate.
The Company paid income taxes of $73.5 million, $78.7 million and $74.0 million in 2015, 2014, and 2013, respectively.
|
NOTE 13 – POST RETIREMENT BENEFIT PLANS
Defined Benefit Pension Plans
The Company has certain non-contributory defined benefit pension plans for salaried and hourly employees in the United States, Canada, Germany, the Netherlands, South Africa and the United Kingdom. The Company uses a measurement date of October 31 for fair value purposes for its pension plans. The salaried employees plans’ benefits are based primarily on years of service and earnings. The hourly employees plans’ benefits are based primarily upon years of service. Certain benefit provisions are subject to collective bargaining. The Company contributes an amount that is not less than the minimum funding and not more than the maximum tax-deductible amount to these plans. Salaried employees in the United States who commence service on or after November 1, 2007 and various dates in the preceding five years for the non-U.S. plans are not eligible to participate in the defined benefit pension plans, but are eligible to participate in a defined contribution retirement program. The category “Other International” represents the noncontributory defined benefit pension plans in Canada and South Africa.
Pension plan contributions by the Company totaled $11.4 million during 2015, which consisted of $8.2 million of employer contributions and $3.2 million of benefits paid directly by the Company. Pension plan contributions, including benefits paid directly by the Company totaled $16.9 million and $15.8 million during 2014 and 2013, respectively. Contributions, including benefits paid directly by the Company, during 2016 are expected to be approximately $15.7 million.
The following table presents the number of participants in the defined benefit plans:
October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Active participants |
1,869 | 1,509 | 105 | 133 | 74 | 48 | ||||||||||||||||||
Vested former employees |
2,083 | 1,525 | 57 | 399 | 81 | 21 | ||||||||||||||||||
Retirees and beneficiaries |
4,050 | 2,480 | 255 | 718 | 540 | 57 | ||||||||||||||||||
Other | ||||||||||||||||||||||||
October 31, 2014 | Consolidated | USA | Germany | United Kingdom | Netherlands | International | ||||||||||||||||||
Active participants |
2,131 | 1,772 | 112 | 133 | 66 | 48 | ||||||||||||||||||
Vested former employees |
2,149 | 1,431 | 60 | 399 | 238 | 21 | ||||||||||||||||||
Retirees and beneficiaries |
4,131 | 2,372 | 256 | 718 | 728 | 57 | ||||||||||||||||||
Other plan participants |
30 | — | — | — | 30 | — |
The actuarial assumptions are used to measure the year-end benefit obligations as of October 31, 2015 and the pension costs for the subsequent year were as follows:
For the year ended October 31, 2015 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Discount rate |
3.71 | % | 4.37 | % | 2.10 | % | 3.45 | % | 1.98 | % | 4.82 | % | ||||||||||||
Expected return on plan assets |
5.47 | % | 6.25 | % | N/A | 6.00 | % | 2.06 | % | 5.99 | % | |||||||||||||
Rate of compensation increase |
3.01 | % | 3.00 | % | 2.75 | % | 3.50 | % | 2.25 | % | N/A | |||||||||||||
For the year ended October 31, 2014 |
||||||||||||||||||||||||
Discount rate |
3.69 | % | 4.22 | % | 2.45 | % | 3.72 | % | 2.20 | % | 4.83 | % | ||||||||||||
Expected return on plan assets |
5.73 | % | 6.25 | % | N/A | 6.25 | % | 3.25 | % | 6.09 | % | |||||||||||||
Rate of compensation increase |
2.93 | % | 3.00 | % | 2.75 | % | 3.25 | % | 2.25 | % | 2.41 | % | ||||||||||||
For the year ended October 31, 2013 |
||||||||||||||||||||||||
Discount rate |
4.30 | % | 4.75 | % | 3.40 | % | 4.25 | % | 3.25 | % | 5.28 | % | ||||||||||||
Expected return on plan assets |
5.70 | % | 6.00 | % | N/A | 6.50 | % | 3.25 | % | 5.82 | % | |||||||||||||
Rate of compensation increase |
2.99 | % | 3.00 | % | 2.75 | % | 3.50 | % | 2.25 | % | 2.35 | % |
The discount rate is determined by developing a hypothetical portfolio of individual high-quality corporate bonds available at the measurement date, the coupon and principal payments of which would be sufficient to satisfy the plans’ expected future benefit payments as defined for the projected benefit obligation. The discount rate by country is equivalent to the average yield on that hypothetical portfolio of bonds and is a reflection of current market settlement rates on such high quality bonds, government treasuries, and annuity purchase rates. To determine the expected long-term rate of return on pension plan assets, the Company considers current and expected asset allocations, as well as historical and expected returns on various categories of plan assets. In developing future return expectations for the defined benefit pension plans’ assets; the Company formulates views on the future economic environment, both in the U.S. and globally. The Company evaluates general market trends and historical relationships among a number of key variables that impact asset class returns, such as expected earnings growth, inflation, valuations, yields and spreads, using both internal and external sources. The Company takes into account expected volatility by asset class and diversification across classes to determine expected overall portfolio results given current and expected allocations. The Company uses published mortality tables for determining the expected lives of plan participants and believe that the tables selected are most-closely associated with the expected lives of plan participants as the tables are based on the country in which the participant is employed. During 2015, the Company moved to a new published mortality table in the United States, resulting in an increase of approximately $20.0 million in the projected benefit obligation.
Based on our analysis of future expectations of asset performance, past return results, and our current and expected asset allocations, we have assumed a 5.5% long-term expected return on those assets for cost recognition in 2015. For the defined benefit pension plans, we apply our expected rate of return to a market-related value of assets, which stabilizes variability in the amounts to which we apply that expected return.
We amortize experience gains and losses as well as the effects of changes in actuarial assumptions and plan provisions over a period no longer than the average future service of employees.
Benefit Obligations
The components of net periodic pension cost include the following (Dollars in millions):
For the year ended October 31, 2015 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
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Service cost |
$ | 15.5 | $ | 11.3 | $ | 0.5 | $ | 1.8 | $ | 1.4 | $ | 0.5 | ||||||||||||
Interest cost |
27.6 | 17.3 | 0.9 | 6.5 | 2.4 | 0.5 | ||||||||||||||||||
Expected return on plan assets |
(32.8 | ) | (18.7 | ) | — | (11.4 | ) | (1.9 | ) | (0.8 | ) | |||||||||||||
Amortization of prior service cost |
0.1 | 0.1 | — | — | — | — | ||||||||||||||||||
Recognized net actuarial loss |
14.2 | 10.0 | 0.9 | 2.2 | 0.8 | 0.3 | ||||||||||||||||||
Special Events |
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Curtailment |
0.5 | 0.3 | — | — | — | 0.2 | ||||||||||||||||||
Settlement |
0.1 | — | — | — | — | 0.1 | ||||||||||||||||||
Special/contractual terminatio benefits |
0.1 | — | — | — | — | 0.1 | ||||||||||||||||||
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Net periodic pension (benefit) cost |
$ | 25.3 | $ | 20.3 | $ | 2.3 | $ | (0.9 | ) | $ | 2.7 | $ | 0.9 | |||||||||||
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For the year ended October 31, 2014 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
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Service cost |
$ | 15.7 | $ | 10.4 | $ | 0.6 | $ | 2.5 | $ | 1.6 | $ | 0.6 | ||||||||||||
Interest cost |
29.6 | 16.6 | 1.3 | 7.5 | 3.6 | 0.6 | ||||||||||||||||||
Expected return on plan assets |
(33.9 | ) | (17.4 | ) | — | (12.6 | ) | (3.1 | ) | (0.8 | ) | |||||||||||||
Amortization of prior service cost |
0.2 | 0.2 | — | — | — | — | ||||||||||||||||||
Recognized net actuarial loss |
10.4 | 6.8 | 0.7 | 1.9 | 0.8 | 0.2 | ||||||||||||||||||
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Net periodic pension (benefit) cost |
$ | 22.0 | $ | 16.6 | $ | 2.6 | $ | (0.7 | ) | $ | 2.9 | $ | 0.6 | |||||||||||
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For the year ended October 31, 2013 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
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Service cost |
$ | 16.7 | $ | 11.5 | $ | 0.6 | $ | 2.9 | $ | 1.2 | $ | 0.5 | ||||||||||||
Interest cost |
27.6 | 15.9 | 1.2 | 6.5 | 3.3 | 0.7 | ||||||||||||||||||
Expected return on plan assets |
(32.1 | ) | (16.4 | ) | — | (11.7 | ) | (3.2 | ) | (0.8 | ) | |||||||||||||
Amortization of prior service cost |
0.6 | 0.5 | — | — | — | 0.1 | ||||||||||||||||||
Recognized net actuarial loss |
16.4 | 13.6 | 0.6 | 1.3 | 0.6 | 0.3 | ||||||||||||||||||
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Net periodic pension (benefit) cost |
$ | 29.2 | $ | 25.1 | $ | 2.4 | $ | (1.0 | ) | $ | 1.9 | $ | 0.8 | |||||||||||
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Benefit obligations are described in the following tables. Accumulated and projected benefit obligations (ABO and PBO) represent the obligations of a pension plan for past service as of the measurement date. ABO is the present value of benefits earned to date with benefits computed based on current compensation levels. PBO is ABO increased to reflect expected future compensation.
The following table sets forth the plans’ change in projected benefit obligation (Dollars in millions):
For the year ended October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Change in benefit obligation: |
||||||||||||||||||||||||
Benefit obligation at beginning of year |
$ | 786.9 | $ | 419.6 | $ | 41.9 | $ | 186.9 | $ | 123.6 | $ | 14.9 | ||||||||||||
Service cost |
15.5 | 11.3 | 0.5 | 1.8 | 1.4 | 0.5 | ||||||||||||||||||
Interest cost |
27.6 | 17.3 | 0.9 | 6.5 | 2.4 | 0.5 | ||||||||||||||||||
Plan participant contributions |
0.2 | — | — | — | 0.2 | — | ||||||||||||||||||
Expenses paid from assets |
(2.7 | ) | (2.1 | ) | — | (0.7 | ) | 0.2 | (0.1 | ) | ||||||||||||||
Plan Amendments |
(3.3 | ) | (2.3 | ) | — | — | (1.0 | ) | — | |||||||||||||||
Actuarial (gain) loss |
15.7 | 9.1 | 2.2 | 9.0 | (4.6 | ) | — | |||||||||||||||||
Foreign currency effect |
(33.7 | ) | — | (5.6 | ) | (9.7 | ) | (16.2 | ) | (2.2 | ) | |||||||||||||
Benefits paid |
(33.0 | ) | (18.4 | ) | (1.2 | ) | (7.3 | ) | (5.2 | ) | (0.9 | ) | ||||||||||||
Curtailments |
(7.2 | ) | (2.1 | ) | — | (2.5 | ) | — | (2.6 | ) | ||||||||||||||
Other |
(0.2 | ) | (0.3 | ) | — | — | — | 0.1 | ||||||||||||||||
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Benefit obligation at end of year |
$ | 765.8 | $ | 432.1 | $ | 38.7 | $ | 184.0 | $ | 100.8 | $ | 10.2 | ||||||||||||
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For the year ended October 31, 2014 | ||||||||||||||||||||||||
Change in benefit obligation: |
||||||||||||||||||||||||
Benefit obligation at beginning of year |
$ | 703.8 | $ | 358.7 | $ | 39.0 | $ | 174.9 | $ | 116.9 | $ | 14.3 | ||||||||||||
Service cost |
15.7 | 10.4 | 0.6 | 2.5 | 1.6 | 0.6 | ||||||||||||||||||
Interest cost |
29.6 | 16.6 | 1.3 | 7.5 | 3.6 | 0.6 | ||||||||||||||||||
Plan participant contributions |
0.3 | — | — | — | 0.3 | — | ||||||||||||||||||
Expenses paid from assets |
(2.5 | ) | (1.2 | ) | — | (1.1 | ) | — | (0.2 | ) | ||||||||||||||
Plan amendments |
(0.5 | ) | 0.4 | — | — | (0.9 | ) | — | ||||||||||||||||
Actuarial loss |
92.8 | 51.4 | 5.7 | 15.9 | 18.1 | 1.7 | ||||||||||||||||||
Foreign currency effect |
(14.6 | ) | — | (3.3 | ) | (0.4 | ) | (9.9 | ) | (1.0 | ) | |||||||||||||
Benefits paid |
(37.7 | ) | (16.7 | ) | (1.4 | ) | (12.4 | ) | (6.1 | ) | (1.1 | ) | ||||||||||||
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Benefit obligation at end of year |
$ | 786.9 | $ | 419.6 | $ | 41.9 | $ | 186.9 | $ | 123.6 | $ | 14.9 | ||||||||||||
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The following tables set forth the PBO, ABO, plan assets and instances where the ABO exceeds the plan assets for the respective years (Dollars in millions):
Actuarial value of benefit obligations | ||||||||||||||||||||||||
Consolidated | USA | Germany | United Kingdom |
Netherlands | Other International |
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October 31, 2015 |
||||||||||||||||||||||||
Projected benefit obligation |
$ | 765.8 | $ | 432.1 | $ | 38.7 | $ | 184.0 | $ | 100.8 | $ | 10.2 | ||||||||||||
Accumulated benefit obligation |
739.9 | 409.8 | 35.9 | 184.0 | 100.0 | 10.2 | ||||||||||||||||||
Plan assets |
624.7 | 311.1 | — | 208.4 | 92.7 | 12.5 | ||||||||||||||||||
October 31, 2014 |
||||||||||||||||||||||||
Projected benefit obligation |
$ | 786.9 | $ | 419.6 | $ | 41.9 | $ | 186.9 | $ | 123.6 | $ | 14.9 | ||||||||||||
Accumulated benefit obligation |
752.5 | 393.2 | 38.9 | 184.9 | 122.0 | 13.5 | ||||||||||||||||||
Plan assets |
650.8 | 325.6 | — | 202.7 | 107.8 | 14.7 | ||||||||||||||||||
Plans with ABO in excess of Plan assets | ||||||||||||||||||||||||
October 31, 2015 |
||||||||||||||||||||||||
Accumulated benefit obligation |
$ | 546.5 | $ | 409.8 | $ | 35.9 | $ | — | $ | 100.0 | $ | 0.8 | ||||||||||||
Plan assets |
404.4 | 311.1 | — | — | 92.7 | 0.6 | ||||||||||||||||||
October 31, 2014 |
||||||||||||||||||||||||
Accumulated benefit obligation |
$ | 567.6 | $ | 393.2 | $ | 38.9 | $ | — | $ | 122.0 | $ | 13.5 | ||||||||||||
Plan assets |
$ | 445.2 | 325.6 | — | — | 107.9 | 11.7 |
Future benefit payments, which reflect expected future service, as appropriate, during the next five years, and in the aggregate for the five years thereafter, are as follows (Dollars in millions):
Year |
Expected benefit payments |
|||
2016 |
$ | 41.6 | ||
2017 |
$ | 41.5 | ||
2018 |
$ | 42.5 | ||
2019 |
$ | 44.2 | ||
2020 |
$ | 44.7 | ||
2021-2025 |
$ | 237.1 |
Plan assets
The plans’ assets consist of domestic and foreign equity securities, government and corporate bonds, cash, insurance annuity mutual funds and not more than the allowable number of shares of the Company’s common stock, which was 247,504 Class A shares and 160,710 Class B shares at October 31, 2015 and 2014.
The investment policy reflects the long-term nature of the plans’ funding obligations. The assets are invested to provide the opportunity for both income and growth of principal. This objective is pursued as a long-term goal designed to provide required benefits for participants without undue risk. It is expected that this objective can be achieved through a well-diversified asset portfolio. All equity investments are made within the guidelines of quality, marketability and diversification mandated by the Employee Retirement Income Security Act and/or other relevant statutes. Investment managers are directed to maintain equity portfolios at a risk level approximately equivalent to that of the specific benchmark established for that portfolio.
The Company’s weighted average asset allocations at the measurement date and the target asset allocations by category are as follows:
Asset Category |
2015 Target |
2015 Actual |
2014 Target |
2014 Actual |
||||||||||||
Equity securities |
23 | % | 28 | % | 24 | % | 28 | % | ||||||||
Debt securities |
51 | % | 40 | % | 49 | % | 39 | % | ||||||||
Other |
26 | % | 32 | % | 27 | % | 33 | % | ||||||||
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Total |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
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The fair value of the pension plans’ investments is presented below. The inputs and valuation techniques used to measure the fair value of the assets are consistently applied and described in Note 10.
For the year ended October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Change in plan assets: |
||||||||||||||||||||||||
Fair value of plan assets at beginning of year |
$ | 650.8 | $ | 325.6 | $ | — | $ | 202.7 | $ | 107.8 | $ | 14.7 | ||||||||||||
Actual return on plan assets |
25.4 | (0.9 | ) | — | 21.8 | 3.9 | 0.6 | |||||||||||||||||
Expenses paid |
(2.7 | ) | (2.1 | ) | — | (0.7 | ) | 0.2 | (0.1 | ) | ||||||||||||||
Plan participant contributions |
0.2 | — | — | — | 0.2 | — | ||||||||||||||||||
Foreign currency impact |
(27.3 | ) | — | — | (10.6 | ) | (14.2 | ) | (2.5 | ) | ||||||||||||||
Employer contributions |
8.2 | 5.0 | — | 2.5 | — | 0.7 | ||||||||||||||||||
Benefits paid |
(29.9 | ) | (16.5 | ) | — | (7.3 | ) | (5.2 | ) | (0.9 | ) | |||||||||||||
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Fair value of plan assets at end of year |
$ | 624.7 | $ | 311.1 | $ | — | $ | 208.4 | $ | 92.7 | $ | 12.5 | ||||||||||||
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For the year ended October 31, 2014 | ||||||||||||||||||||||||
Change in plan assets: |
||||||||||||||||||||||||
Fair value of plan assets at beginning of year |
$ | 621.2 | $ | 301.8 | $ | — | $ | 198.9 | $ | 106.5 | $ | 14.0 | ||||||||||||
Actual return on plan assets |
62.6 | 29.8 | — | 15.7 | 15.8 | 1.3 | ||||||||||||||||||
Expenses paid |
(2.5 | ) | (1.2 | ) | — | (1.1 | ) | — | (0.2 | ) | ||||||||||||||
Plan participant contributions |
0.3 | — | — | — | 0.3 | — | ||||||||||||||||||
Foreign currency impact |
(10.0 | ) | — | — | (0.3 | ) | (8.7 | ) | (1.0 | ) | ||||||||||||||
Employer contributions |
15.5 | 11.9 | — | 1.9 | — | 1.7 | ||||||||||||||||||
Benefits paid |
(36.3 | ) | (16.7 | ) | — | (12.4 | ) | (6.1 | ) | (1.1 | ) | |||||||||||||
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Fair value of plan assets at end of year |
$ | 650.8 | $ | 325.6 | $ | — | $ | 202.7 | $ | 107.8 | $ | 14.7 | ||||||||||||
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The following table presents the fair value measurements for the pension assets:
As of October 31, 2015 (Dollars in millions) | ||||||||||||||||
Asset Category | Fair Value Measurement | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 124.4 | $ | 161.2 | $ | — | $ | 285.6 | ||||||||
Common stock |
26.7 | — | — | 26.7 | ||||||||||||
Cash |
20.0 | — | — | 20.0 | ||||||||||||
Money market fund |
0.6 | — | — | 0.6 | ||||||||||||
Common collective trusts |
— | 128.3 | — | 128.3 | ||||||||||||
Corporate bonds |
— | 19.7 | — | 19.7 | ||||||||||||
Government bonds |
— | 10.0 | — | 10.0 | ||||||||||||
Insurance Annuity |
— | — | 130.2 | 130.2 | ||||||||||||
Other assets |
— | 3.6 | — | 3.6 | ||||||||||||
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Total |
$ | 171.7 | $ | 322.8 | $ | 130.2 | $ | 624.7 | ||||||||
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As of October 31, 2014 (Dollars in millions) | ||||||||||||||||
Asset Category | Fair Value Measurement | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 143.0 | $ | 160.4 | $ | — | $ | 303.4 | ||||||||
Common stock |
31.0 | — | — | 31.0 | ||||||||||||
Cash |
13.7 | — | — | 13.7 | ||||||||||||
Money market fund |
0.2 | — | — | 0.2 | ||||||||||||
Common collective trusts |
— | 132.5 | — | 132.5 | ||||||||||||
Government Bonds |
— | 15.6 | — | 15.6 | ||||||||||||
Corporate bonds |
— | 3.1 | — | 3.1 | ||||||||||||
Other assets |
— | 0.2 | — | 0.2 | ||||||||||||
Insurance Annuity |
— | — | 151.1 | 151.1 | ||||||||||||
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Total |
$ | 187.9 | $ | 311.8 | $ | 151.1 | $ | 650.8 | ||||||||
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The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3). There have been no transfers in or out of level 3:
Pension Plan | ||||||||
(Dollars in millions) | 2015 | 2014 | ||||||
Balance at beginning of year |
$ | 151.1 | $ | 96.6 | ||||
Actual return on plan assets held at reporting date: |
||||||||
Assets still held at reporting date |
7.1 | 15.9 | ||||||
Plan participant contributions |
— | 0.3 | ||||||
Net purchases (settlements) |
— | 47.0 | ||||||
Transfers |
(3.4 | ) | — | |||||
Currency impact |
(24.6 | ) | (8.7 | ) | ||||
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Balance at end of year |
$ | 130.2 | $ | 151.1 | ||||
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Financial statement presentation including other comprehensive income:
As of October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Unrecognized net actuarial loss |
$ | 192.1 | $ | 126.6 | $ | 15.9 | $ | 32.9 | $ | 14.9 | $ | 1.8 | ||||||||||||
Unrecognized prior service cost |
(3.4 | ) | (1.8 | ) | — | — | (1.6 | ) | — | |||||||||||||||
Unrecognized initial net obligation |
— | — | — | — | — | — | ||||||||||||||||||
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Accumulated other comprehensive loss (Pre-tax) |
$ | 188.7 | $ | 124.8 | $ | 15.9 | $ | 32.9 | $ | 13.3 | $ | 1.8 | ||||||||||||
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Amounts recognized in the Consolidated Balance Sheets consist of: |
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Prepaid benefit cost |
$ | 26.7 | $ | — | $ | — | $ | 24.4 | $ | — | $ | 2.3 | ||||||||||||
Accrued benefit liability |
(167.8 | ) | (121.0 | ) | (38.6 | ) | — | (8.2 | ) | — | ||||||||||||||
Accumulated other comprehensive loss |
188.6 | 124.8 | 15.9 | 32.9 | 13.2 | 1.8 | ||||||||||||||||||
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Net amount recognized |
$ | 47.5 | $ | 3.8 | $ | (22.7 | ) | $ | 57.3 | $ | 5.0 | $ | 4.1 | |||||||||||
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As of October 31, 2014 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
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Unrecognized net actuarial loss |
$ | 198.5 | $ | 110.1 | $ | 16.8 | $ | 41.1 | $ | 25.4 | $ | 5.1 | ||||||||||||
Unrecognized prior service cost |
— | 0.9 | — | — | (0.9 | ) | — | |||||||||||||||||
Unrecognized initial net obligation |
0.3 | — | — | — | — | 0.3 | ||||||||||||||||||
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Accumulated other comprehensive loss (Pre-tax) |
$ | 198.8 | $ | 111.0 | $ | 16.8 | $ | 41.1 | $ | 24.5 | $ | 5.4 | ||||||||||||
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Amounts recognized in the Consolidated Balance Sheets consist of: |
||||||||||||||||||||||||
Prepaid benefit cost |
$ | 18.6 | $ | — | $ | — | $ | 15.8 | $ | — | $ | 2.8 | ||||||||||||
Accrued benefit liability |
(154.6 | ) | (94.0 | ) | (41.8 | ) | — | (15.7 | ) | (3.1 | ) | |||||||||||||
Accumulated other comprehensive loss |
198.8 | 111.0 | 16.8 | 41.1 | 24.5 | 5.4 | ||||||||||||||||||
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Net amount recognized |
$ | 62.8 | $ | 17.0 | $ | (25.0 | ) | $ | 56.9 | $ | 8.8 | $ | 5.1 | |||||||||||
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October 31, 2015 | October 31, 2014 | |||||||
Accumulated other comprehensive loss at beginning of year |
$ | 198.8 | $ | 149.6 | ||||
Increase or (decrease) in accumulated other comprehensive (income) or loss |
||||||||
Net transition obligation amortized during fiscal year |
(0.1 | ) | (0.1 | ) | ||||
Net prior service costs amortized during fiscal year |
(0.1 | ) | (0.2 | ) | ||||
Net loss amortized during fiscal year |
(14.2 | ) | (10.4 | ) | ||||
Prior service cost recognized during fiscal year due to curtailment |
(0.3 | ) | — | |||||
Transition obligation recognized during fiscal year due to curtailment |
(0.2 | ) | — | |||||
Loss recognized during fiscal year due to settlement |
(0.1 | ) | — | |||||
Prior service credit occurring during fiscal year |
(3.2 | ) | (0.5 | ) | ||||
Liability loss occurring during fiscal year |
8.4 | 92.8 | ||||||
Asset loss (gain) occurring during fiscal year |
7.5 | (28.6 | ) | |||||
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Increase (decrease) in accumulated other comprehensive loss |
$ | (2.3 | ) | $ | 53.0 | |||
Foreign currency impact |
(7.9 | ) | (3.8 | ) | ||||
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Accumulated other comprehensive (income) or loss at current fiscal year end |
$ | 188.6 | $ | 198.8 | ||||
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In 2016, the Company expects to record an amortization loss of $11.6 million of prior service costs from shareholders’ equity into pension costs.
Defined contribution plans
The Company has several voluntary 401(k) savings plans that cover eligible employees. For certain plans, the Company matches a percentage of each employee’s contribution up to a maximum percentage of base salary. Company contributions to the 401(k) plans were $7.8 million in 2015, $7.3 million in 2014 and $6.5 million in 2013.
Supplemental Employee Retirement Plan
The Company has a supplemental employee retirement plan which is an unfunded plan providing supplementary retirement benefits primarily to certain executives and longer-service employees.
Postretirement Health Care and Life Insurance Benefits
The Company has certain postretirement health and life insurance benefit plans in the United States and South Africa. The Company uses a measurement date of October 31 for its postretirement benefit plans.
The following table presents the number of participants in the post-retirement health and life insurance benefit plan:
October 31, 2015 | Consolidated | USA | South Africa | |||||||||
Active participants |
25 | 12 | 13 | |||||||||
Vested former employees |
0 | 0 | 0 | |||||||||
Retirees and beneficiaries |
757 | 667 | 90 | |||||||||
Other plan participants |
0 | 0 | ||||||||||
October 31, 2014 | Consolidated | USA | South Africa | |||||||||
Active participants |
25 | 12 | 13 | |||||||||
Vested former employees |
0 | 0 | 0 | |||||||||
Retirees and beneficiaries |
779 | 683 | 96 | |||||||||
Other plan participants |
0 | 0 | 0 |
The discount rate actuarial assumptions at October 31 are used to measure the year-end benefit obligations and the pension costs for the subsequent year were as follows:
Consolidated | United States | South Africa | ||||||||||
For the year ended October 31, 2015 |
4.65 | % | 3.88 | % | 9.20 | % | ||||||
For the year ended October 31, 2014 |
4.45 | % | 3.70 | % | 8.20 | % |
The components of net periodic cost for the postretirement benefits include the following (Dollars in millions):
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
Service cost |
$ | — | $ | — | $ | — | ||||||
Interest cost |
0.7 | 0.8 | 0.8 | |||||||||
Amortization of prior service cost |
(1.5 | ) | (1.6 | ) | (1.5 | ) | ||||||
Recognized net actuarial gain |
(0.1 | ) | — | — | ||||||||
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Net periodic income |
$ | (0.9 | ) | $ | (0.8 | ) | $ | (0.7 | ) | |||
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The following table sets forth the plans’ change in benefit obligation (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Benefit obligation at beginning of year |
$ | 17.3 | $ | 18.5 | ||||
Service cost |
— | — | ||||||
Interest cost |
0.7 | 0.8 | ||||||
Actuarial loss |
(1.0 | ) | (0.5 | ) | ||||
Foreign currency effect |
(0.6 | ) | (0.3 | ) | ||||
Benefits paid |
(1.5 | ) | (1.2 | ) | ||||
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Benefit obligation at end of year |
$ | 14.9 | $ | 17.3 | ||||
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Financial statement presentation included other comprehensive income (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Unrecognized net actuarial gain |
$ | 1.6 | $ | 0.8 | ||||
Unrecognized prior service credit |
5.8 | 7.4 | ||||||
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Accumulated other comprehensive income |
$ | 7.4 | $ | 8.2 | ||||
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The accumulated postretirement health and life insurance benefit obligation and fair value of plan assets for the consolidated plans were $14.9 million and $0, respectively, as of October 31, 2015 compared to $17.3 million and $0, respectively, as of October 31, 2014.
The healthcare cost trend rates on gross eligible charges are as follows:
Medical | ||||
Current trend rate |
7.2 | % | ||
Ultimate trend rate |
5.2 | % | ||
Year ultimate trend rate reached (South Africa) |
2017 | |||
Year ultimate trend rate reached (US) |
2026 |
A one-percentage point change in assumed health care cost trend rates would have the following effects (Dollars in thousands):
1-Percentage-Point Increase |
1-Percentage-Point Decrease |
|||||||
Effect on total of service and interest cost components |
$ | 34 | $ | (29 | ) | |||
Effect on postretirement benefit obligation |
$ | 361 | $ | (309 | ) |
Future benefit payments, which reflect expected future service, as appropriate, during the next five years, and in the aggregate for the five years thereafter, are as follows (Dollars in millions):
Year |
Expected benefit payments |
|||
2016 |
$ | 1.5 | ||
2017 |
$ | 1.4 | ||
2018 |
$ | 1.3 | ||
2019 |
$ | 1.2 | ||
2020 |
$ | 1.2 | ||
2021-2025 |
$ | 5.3 |
|
NOTE 14 – CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities
The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its consolidated financial statements.
The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
Environmental Reserves
As of October 31, 2015 and 2014, environmental reserves were $8.2 million and $24.7 million, respectively, and were recorded on an undiscounted basis. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability. As of October 31, 2015 and 2014, environmental reserves of the Company included $0.6 million and $13.7 million, respectively, for its blending facility in Chicago, Illinois; $4.3 million and $6.8 million, respectively, for various European drum facilities acquired from Blagden and Van Leer; $2.0 million and $2.6 million, respectively, for its various container life cycle management and recycling facilities acquired in 2011 and 2010, and $1.3 million and $1.6 million for various other facilities around the world. The $13.1 million decrease in environmental reserve for the blending facility located in Chicago is a result of the divestment during the second quarter of 2015 of the subsidiary that owns this facility.
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.
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NOTE 16 – EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Equity earnings of unconsolidated affiliates, net of tax
Equity earnings of unconsolidated affiliates, net of tax represent the Company’s share of earnings of affiliates in which the Company does not exercise control and has a 20 percent or more voting interest. Investments in such affiliates are accounted for using the equity method of accounting. If the fair value of an investment in an affiliate is below its carrying value and the difference is deemed to be other than temporary, the difference between the fair value and the carrying value is charged to earnings. The Company has an equity interest in one such affiliate as of October 31, 2015. Equity earnings of unconsolidated affiliates, net of tax for the years ended October 31, 2015, 2014 and 2013 were $0.8 million, $1.9 million and $2.9 million, respectively. Dividends received from the Company’s equity method affiliates for the years ended October 31, 2015, 2014 and 2013 were $0.2 million, $0.2 million and $0.3 million, respectively.
Net (income) loss attributable to noncontrolling interests
Net (income) loss attributable to noncontrolling interests represent the portion of earnings or losses from the operations of the Company’s consolidated subsidiaries attributable to unrelated third party equity owners that were (deducted from) added to net income to arrive at net income attributable to the Company. Net (income) loss attributable to noncontrolling interests for the years ended October 31, 2015, 2014 and 2013 was $4.7 million, $46.6 million and ($2.8) million, respectively.
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NOTE 17 – LEASES
The table below contains information related to the Company’s rent expense (Dollars in millions):
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
Rent Expense |
$ | 50.4 | $ | 57.4 | $ | 54.7 | ||||||
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The following table provides the Company’s minimum rent commitments under operating and capital leases in the next five years and the remaining years thereafter:
Fiscal Year |
Operating Leases |
Capital Leases |
||||||
2016 |
$ | 46.9 | $ | 0.2 | ||||
2017 |
37.3 | 0.1 | ||||||
2018 |
28.0 | — | ||||||
2019 |
21.8 | — | ||||||
2020 |
15.5 | — | ||||||
Thereafter |
53.8 | — | ||||||
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Total |
$ | 203.3 | $ | 0.3 | ||||
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NOTE 18 – BUSINESS SEGMENT INFORMATION
The Company has five operating segments, which are aggregated into four reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging; Flexible Products & Services; and Land Management. The Rigid Industrial Packaging & Services reportable business segment is the aggregation of two operating segments: Rigid Industrial Packaging & Services – Americas and Rigid Industrial Packaging & Services Europe, Middle East, Africa, and Asia Pacific.
Operations in the Rigid Industrial Packaging & Services segment involve the production and sale of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, blending, filling, logistics, warehousing and other packaging services. The Company’s rigid industrial packaging products and services are sold to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral products, among others.
Operations in the Paper Packaging segment involve the production and sale of containerboard, corrugated sheets, corrugated containers and other corrugated products to customers in North America in industries such as packaging, automotive, food and building products. The Company’s corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications.
Operations in the Flexible Products & Services segment involve the production and sale of flexible intermediate bulk containers and related services on a global basis. The Company’s flexible intermediate bulk containers are constructed from a polypropylene-based woven fabric that is produced at its production sites, as well as sourced from strategic regional suppliers. Flexible products are sold to customers and in market segments similar to those of the Company’s Rigid Industrial Packaging & Services segment. Additionally, the Company’s flexible products significantly expand its presence in the agricultural and food industries, among others.
Operations in the Land Management segment involve the management and sale of timber and special use properties from approximately 242,673 acres of timber properties in the southeastern United States, which are actively managed. Land Management’s operations focus on the active harvesting and regeneration of its timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, the Company seeks to maintain a consistent cutting schedule, within the limits of market and weather conditions. The Company also sells, from time to time, timberland and special use properties, which consists of surplus properties, HBU properties, and development properties.
In order to maximize the value of timber property, the Company continues to review its current portfolio and explore the development of certain of these properties. This process has led the Company to characterize property as follows:
• | Surplus property, meaning land that cannot be efficiently or effectively managed by the Company, whether due to parcel size, lack of productivity, location, access limitations or for other reasons. |
• | HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling timber. |
• | Development property, meaning HBU land that, with additional investment, may have a significantly higher market value than its HBU market value. |
• | Timberland, meaning land that is best suited for growing and selling timber. |
The disposal of surplus and HBU property is reported in the consolidated statements of income under “gain on disposals of properties, plants and equipment, net” and the sale of development property is reported under “net sales” and “cost of products sold.” All HBU, development and surplus property is used by the Company to productively grow and sell timber until sold.
Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to water, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review and re-characterization as circumstances change.
The following segment information is presented for each of the three years in the period ended October 31, 2015 (Dollars in millions):
2015 | 2014 | 2013 | ||||||||||
Net sales: |
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Rigid Industrial Packaging & Service |
$ | 2,586.4 | $ | 3,077.0 | $ | 3,062.1 | ||||||
Paper Packaging |
676.1 | 706.8 | 676.0 | |||||||||
Flexible Products & Services |
322.6 | 425.8 | 448.7 | |||||||||
Land Management |
31.6 | 29.5 | 33.1 | |||||||||
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Total net sales |
$ | 3,616.7 | $ | 4,239.1 | $ | 4,219.9 | ||||||
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Operating profit (loss): |
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Rigid Industrial Packaging |
86.4 | 170.1 | 196.8 | |||||||||
Paper Packaging |
109.3 | 125.8 | 123.8 | |||||||||
Flexible Products & Services |
(36.6 | ) | (78.6 | ) | (11.7 | ) | ||||||
Land Management |
33.7 | 32.0 | 32.7 | |||||||||
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Total operating profit |
$ | 192.8 | $ | 249.3 | $ | 341.6 | ||||||
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Depreciation, depletion and amortization expense: |
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Rigid Industrial Packaging & Services |
$ | 94.0 | $ | 108.4 | $ | 107.4 | ||||||
Paper Packaging |
28.7 | 29.8 | 30.3 | |||||||||
Flexible Products & Services |
8.6 | 13.3 | 15.2 | |||||||||
Land Management |
3.3 | 4.3 | 4.7 | |||||||||
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Total depreciation, depletion and amortization expense |
$ | 134.6 | $ | 155.8 | $ | 157.6 | ||||||
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Capital Expenditures |
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Rigid Industrial Packaging & Services |
$ | 69.4 | $ | 73.8 | $ | 64.8 | ||||||
Paper Packaging |
56.4 | 38.9 | 21.7 | |||||||||
Flexible Products & Services |
3.2 | 4.9 | 14.0 | |||||||||
Land Management |
1.6 | 60.0 | 13.0 | |||||||||
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Total segment |
130.6 | 177.6 | 113.5 | |||||||||
Corporate and other |
10.7 | 17.1 | 31.9 | |||||||||
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Total capital expenditures |
$ | 141.3 | $ | 194.7 | $ | 145.4 | ||||||
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Assets: |
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Rigid Industrial Packaging & Services |
$ | 2,043.3 | $ | 2,334.1 | ||||||||
Paper Packaging |
444.0 | 408.3 | ||||||||||
Flexible Products & Services |
187.0 | 251.0 | ||||||||||
Land Management |
335.2 | 319.0 | ||||||||||
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Total Segment |
3,009.5 | 3,312.4 | ||||||||||
Corporate and other |
306.2 | 355.0 | ||||||||||
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Total Assets |
$ | 3,315.7 | $ | 3,667.4 | ||||||||
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The following geographic information is presented for each of the three years in the period ended October 31, 2015 (Dollars in millions):
2015 | 2014 | 2013 | ||||||||||
Net Sales |
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United States |
$ | 1,787.1 | $ | 1,905.8 | $ | 1,843.6 | ||||||
Europe, Middle East, and Africa |
1,287.2 | 1,596.2 | 1,610.6 | |||||||||
Asia Pacific and other Americas |
542.4 | 737.1 | 765.7 | |||||||||
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Total net sales |
$ | 3,616.7 | $ | 4,239.1 | $ | 4,219.9 | ||||||
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The following table presents properties, plants and equipment, net by geographic region (Dollars in millions):
2015 | 2014 | |||||||
Properties, plants and equipment, net |
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United States |
$ | 734.1 | $ | 716.5 | ||||
Europe, Middle East, and Africa |
335.4 | 402.8 | ||||||
Asia Pacific and other Americas |
148.2 | 189.0 | ||||||
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Total properites, plants and equipment, net |
$ | 1,217.7 | $ | 1,308.3 | ||||
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NOTE 19 – COMPREHENSIVE (LOSS) INCOME
The following table provides the roll forward of accumulated other comprehensive income for the year ended October 31, 2015 (Dollars in millions):
Foreign Currency Translation |
Cash Flow Hedges | Minimum Pension Liability Adjustment |
Accumulated Other Comprehensive Loss |
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Balance as of October 31, 2014 |
$ | (144.5 | ) | $ | (0.1 | ) | $ | (129.8 | ) | $ | (274.4 | ) | ||||
Other Comprehensive (Loss) Income Before Reclassifications |
(112.1 | ) | — | 9.0 | $ | (103.1 | ) | |||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
— | 0.1 | — | $ | 0.1 | |||||||||||
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Current-period Other Comprehensive (Loss) Income |
(112.1 | ) | 0.1 | 9.0 | $ | (103.0 | ) | |||||||||
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Balance as of October 31, 2015 |
$ | (256.6 | ) | $ | — | $ | (120.8 | ) | $ | (377.4 | ) | |||||
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The following table provides the roll forward of accumulated other comprehensive income for the year ended October 31, 2014 (Dollars in millions):
Foreign Currency Translation |
Cash Flow Hedges | Minimum Pension Liability Adjustment |
Accumulated Other Comprehensive Loss |
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Balance as of October 31, 2013 |
$ | (56.9 | ) | $ | (0.6 | ) | $ | (95.1 | ) | $ | (152.6 | ) | ||||
Other Comprehensive (Loss) Income Before Reclassifications |
(87.6 | ) | 0.1 | (34.7 | ) | $ | (122.2 | ) | ||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
— | 0.4 | — | $ | 0.4 | |||||||||||
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Current-period Other Comprehensive (Loss) Income |
(87.6 | ) | 0.5 | (34.7 | ) | $ | (121.8 | ) | ||||||||
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Balance as of October 31, 2014 |
$ | (144.5 | ) | $ | (0.1 | ) | $ | (129.8 | ) | $ | (274.4 | ) | ||||
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The components of accumulated other comprehensive income above are presented net of tax, as applicable.
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NOTE 20 – QUARTERLY FINANCIAL DATA (UNAUDITED)
The quarterly results of operations for 2015 and 2014 are shown below (Dollars in millions, except per share amounts):
2015 |
January 31 | April 30 | July 31 | October 31 | ||||||||||||
Net sales |
$ | 902.3 | $ | 915.9 | $ | 930.0 | $ | 868.5 | ||||||||
Gross profit |
$ | 153.9 | $ | 181.1 | $ | 166.8 | $ | 168.0 | ||||||||
Net income(1) |
$ | 28.2 | $ | 20.5 | $ | 9.3 | $ | 9.2 | ||||||||
Net income attributable to Greif, Inc.(1) |
$ | 30.1 | $ | 20.8 | $ | 8.6 | $ | 12.4 | ||||||||
Earnings per share |
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Basic: |
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Class A Common Stock |
$ | 0.52 | $ | 0.35 | $ | 0.15 | $ | 0.21 | ||||||||
Class B Common Stock |
$ | 0.76 | $ | 0.53 | $ | 0.22 | $ | 0.32 | ||||||||
Diluted: |
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Class A Common Stock |
$ | 0.52 | $ | 0.35 | $ | 0.15 | $ | 0.21 | ||||||||
Class B Common Stock |
$ | 0.76 | $ | 0.53 | $ | 0.22 | $ | 0.32 | ||||||||
Earnings per share were calculated using the following number of shares: |
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Basic: |
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Class A Common Stock |
25,607,886 | 25,678,393 | 25,692,973 | 25,693,564 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Diluted: |
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Class A Common Stock |
25,617,814 | 25,688,653 | 25,698,547 | 25,701,264 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Market price (Class A Common Stock): |
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High |
$ | 45.94 | $ | 41.97 | $ | 41.65 | $ | 35.97 | ||||||||
Low |
$ | 36.43 | $ | 34.52 | $ | 29.43 | $ | 27.13 | ||||||||
Close |
$ | 36.43 | $ | 39.29 | $ | 30.20 | $ | 32.33 | ||||||||
Market price (Class B Common Stock): |
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High |
$ | 47.39 | $ | 45.89 | $ | 47.80 | $ | 47.97 | ||||||||
Low |
$ | 41.47 | $ | 40.40 | $ | 36.59 | $ | 33.42 | ||||||||
Close |
$ | 41.47 | $ | 45.89 | $ | 37.13 | $ | 37.98 |
(1) | We recorded the following significant transactions during the fourth quarter of 2015: (i) restructuring charges of $13.3 million, (ii) non-cash asset impairment charges of $23.6 million, (iii) loss on disposals of properties, plants, equipment, net of $2.3 million, and (iv) loss on disposals of businesses, net of $0.7 million. Refer to Form 10-Q filings, as previously filed with the SEC, for prior quarter significant transactions or trends. |
2014 |
January 31 | April 30 | July 31 | October 31 | ||||||||||||
Net sales |
$ | 1,001.5 | $ | 1,065.5 | $ | 1,124.0 | $ | 1,048.1 | ||||||||
Gross profit |
$ | 186.1 | $ | 204.3 | $ | 217.7 | $ | 202.9 | ||||||||
Net income (loss) (1) |
$ | 31.8 | $ | 37.1 | $ | 11.5 | $ | (35.5 | ) | |||||||
Net income attributable to Greif, Inc.(1) |
$ | 30.7 | $ | 38.4 | $ | 13.7 | $ | 8.7 | ||||||||
Earnings per share |
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Basic: |
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Class A Common Stock |
$ | 0.53 | $ | 0.65 | $ | 0.23 | $ | 0.15 | ||||||||
Class B Common Stock |
$ | 0.78 | $ | 0.98 | $ | 0.35 | $ | 0.22 | ||||||||
Diluted: |
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Class A Common Stock |
$ | 0.53 | $ | 0.65 | $ | 0.23 | $ | 0.15 | ||||||||
Class B Common Stock |
$ | 0.78 | $ | 0.98 | $ | 0.35 | $ | 0.22 | ||||||||
Earnings per share were calculated using the following number of shares: |
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Basic: |
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Class A Common Stock |
25,470,354 | 25,540,341 | 25,576,452 | 25,603,452 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Diluted: |
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Class A Common Stock |
25,495,642 | 25,560,846 | 25,581,952 | 25,554,934 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Market price (Class A Common Stock): |
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High |
$ | 56.47 | $ | 54.98 | $ | 56.53 | $ | 50.85 | ||||||||
Low |
$ | 50.35 | $ | 47.91 | $ | 49.70 | $ | 41.75 | ||||||||
Close |
$ | 50.63 | $ | 54.19 | $ | 50.18 | $ | 44.06 | ||||||||
Market price (Class B Common Stock): |
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High |
$ | 60.00 | $ | 59.20 | $ | 61.09 | $ | 55.00 | ||||||||
Low |
$ | 51.10 | $ | 53.03 | $ | 53.06 | $ | 47.90 | ||||||||
Close |
$ | 55.51 | $ | 58.81 | $ | 53.62 | $ | 50.20 |
(1) | We recorded the following significant transactions during the fourth quarter of 2014: (i) restructuring charges of $5.6 million, (ii) non-cash asset impairment charges of $70.2 million, (iii) gain on disposals of properties, plants, equipment, net of $2.8 million, and (iv) gain on disposal of businesses, net of $21.2 million. Refer to Form 10-Q filings, as previously filed with the SEC, for prior quarter significant transactions or trends. |
Shares of the Company’s Class A Common Stock and Class B Common Stock are listed on the New York Stock Exchange where the symbols are GEF and GEF.B, respectively.
As of December 16, 2015, there were 406 stockholders of record of the Class A Common Stock and 95 stockholders of record of the Class B Common Stock.
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SCHEDULE II
GREIF, INC. AND SUBSIDIARY COMPANIES
Consolidated Valuation and Qualifying Accounts and Reserves (Dollars in millions)
Description | Balance at Beginning of Period |
Charged to Costs and Expenses |
Charged to Other Accounts |
Deductions | Balance at End of Period |
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Year ended October 31, 2013: |
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Allowance for doubtful accounts |
$ | 17.1 | $ | 3.8 | $ | (7.4 | ) | $ | — | $ | 13.5 | |||||||||
Environmental reserves |
$ | 27.5 | $ | 2.6 | $ | (3.9 | ) | $ | 0.6 | $ | 26.8 | |||||||||
Year ended October 31, 2014: |
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Allowance for doubtful accounts |
$ | 13.5 | $ | 7.5 | $ | (4.2 | ) | $ | — | $ | 16.8 | |||||||||
Environmental reserves |
$ | 26.8 | $ | 0.7 | $ | (2.0 | ) | $ | (0.8 | ) | $ | 24.7 | ||||||||
Year ended October 31, 2015: |
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Allowance for doubtful accounts |
$ | 16.8 | $ | 0.2 | $ | (3.7 | ) | $ | (1.5 | ) | $ | 11.8 | ||||||||
Environmental reserves |
$ | 24.7 | $ | 1.7 | $ | (16.8 | ) | $ | (1.4 | ) | $ | 8.2 |
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The Business
Greif, Inc. and its subsidiaries (collectively, “Greif,” “our,” or the “Company”) principally manufacture industrial packaging products, complemented with a variety of value-added services, including blending, packaging, reconditioning, logistics and warehousing, flexible intermediate bulk containers and containerboard and corrugated products, that they sell to customers in many industries throughout the world. The Company has operations in over 50 countries. In addition, the Company owns timber properties in the southeastern United States, which are actively harvested and regenerated.
Due to the variety of its products, the Company has many customers buying different products and, due to the scope of the Company’s sales, no one customer is considered principal in the total operations of the Company.
Because the Company supplies a cross section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and mineral products, and must make spot deliveries on a day-to-day basis as its products are required by its customers, the Company does not operate on a backlog to any significant extent and maintains only limited levels of finished goods. Many customers place their orders weekly for delivery during the same week.
The Company’s raw materials are principally steel, resin, containerboard, old corrugated containers for recycling, used industrial packaging for reconditioning and pulpwood.
There were approximately 13,150 employees of the Company as of October 31, 2015.
Principles of Consolidation and Basis of Presentation
The consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and majority-owned subsidiaries, joint ventures controlled by the Company including the joint venture relating to the Flexible Products & Services segment and equity earnings of unconsolidated affiliates. All intercompany transactions and balances have been eliminated in consolidation. Investments in unconsolidated affiliates are accounted for using the equity or cost methods based on the Company’s ownership interest in the unconsolidated affiliate.
The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain prior year and prior quarter amounts have been reclassified to conform to the current year presentation.
The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to the year 2015, 2014 or 2013, or to any quarter of those years, relates to the fiscal year ended in that year.
Venezuela Currency
The Company’s results of its Venezuelan businesses have been reported under highly inflationary accounting since 2010 and the functional currency was converted to US Dollars at that time. Currently, there are multiple legal mechanisms and respective exchange rates available in Venezuela to exchange currency: the CENCOEX rate (official rate or “CENCOEX”); the SICAD rate (“SICAD”) and; as of February of 2015, the SIMADI rate (“SIMADI”). The SIMADI exchange mechanism was created by the Venezuelan government to establish a more market driven exchange rate and is intended to be available to individuals and both public and private companies.
The Venezuelan government also announced in February 2015 that the official rate and SICAD exchange mechanisms would be available only to companies importing essential goods (i.e. medicine, food, and raw materials) although it has not officially published rules or regulations that clarify exactly which activities, industries or transactions will be eligible to use these rates. The purpose of these rates was intended to make necessities affordable to Venezuelan citizens. The exchange mechanisms have not been able to meet the demand from the private sector due to the lack of US Dollars in the country resulting in the continued devaluation of the SIMADI rate.
Greif has historically utilized the official rate which is 6.4 Bolivars/US Dollars to measure Bolivar-denominated monetary assets and liabilities and the respective historical rate to measure Bolivar-denominated nonmonetary assets each reporting period. Due to the continued significant devaluation of the Bolivar and the change in the exchange mechanisms announced earlier this year, the Company has reconsidered which rate best reflects the economics of Grief’s business activities and concluded that the Company should utilize the SIMADI rate to remeasure the Venezuelan operations as of July 31, 2015.
As a result of the change to the SIMADI rate, which reflects the recognition of a devaluation of approximately 97 percent as compared to the official exchange rate previously used, the Company recorded other income of $4.9 million related to the remeasurement of our Venezuelan monetary assets and liabilities during the year. In addition, the Company determined that an adjustment of $9.3 million to increase cost of goods sold was needed to reflect the non-monetary inventory assets at net realizable value and, upon review of long-lived assets for impairment, the Company determined that the carrying amount of the long-lived asset was not recoverable in US dollar functional currency and recorded an impairment charge of $15.0 million. The Venezuela operations were translated using the official rate through July 31, 2015 and have been translated using the SIMADI rate from August 1, 2015 forward.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The most significant estimates are related to the expected useful lives assigned to properties, plants and equipment, goodwill and other intangible assets, estimates of fair value, environmental liabilities, pension and postretirement benefits including plan assets, income taxes, net assets held for sale, and contingencies. Actual amounts could differ from those estimates.
Cash and Cash Equivalents
The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying value of cash equivalents approximates fair value.
The Company had total cash and cash equivalents held outside of the United States in various foreign jurisdictions of $104.2 million as of October 31, 2015. Under current tax laws and regulations, if cash and cash equivalents held outside the United States are repatriated to the United States in the form of dividends or otherwise, the Company may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits) and foreign withholding taxes.
Allowance for Doubtful Accounts
Trade receivables represent amounts owed to the Company through its operating activities and are presented net of allowance for doubtful accounts. The allowance for doubtful accounts totaled $11.8 million and $16.8 million as of October 31, 2015 and 2014, respectively. The Company evaluates the collectability of its accounts receivable based on a combination of factors. In circumstances where the Company is aware of a specific customer’s inability to meet its financial obligations to the Company, the Company records a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount the Company reasonably believes will be collected. In addition, the Company recognizes allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on its historical experiences, applied on a graduated scale relative to the age of the receivable amounts. If circumstances such as higher than expected bad debt experience or an unexpected material adverse change in a major customer’s ability to meet its financial obligations to the Company were to occur, the recoverability of amounts due to the Company could change by a material amount. Amounts deemed uncollectible are written-off against an established allowance for doubtful accounts.
Concentration of Credit Risk and Major Customers
The Company maintains cash depository accounts with banks throughout the world and invests in high quality short-term liquid instruments. Such investments are made only in instruments issued by high quality institutions. These investments mature within three months and the Company has not incurred any related losses for the years ended October 31, 2015, 2014, and 2013.
Trade receivables can be potentially exposed to a concentration of credit risk with customers or in particular industries. Such credit risk is considered by management to be limited due to the Company’s many customers, none of which are considered principal in the total operations of the Company, and its geographic scope of operations in a variety of industries throughout the world. The Company does not have an individual customer that exceeds 10 percent of total revenue. In addition, the Company performs ongoing credit evaluations of its customers’ financial conditions and maintains reserves for credit losses. Such losses historically have been within management’s expectations.
Inventory
The Company primarily uses the FIFO method of inventory valuation. Reserves for slow moving and obsolete inventories are provided based on historical experience, inventory aging and product demand. The Company continuously evaluates the adequacy of these reserves and makes adjustments to these reserves as required. The Company also evaluates reserves for losses under firm purchase commitments for goods or inventories.
The Paper Packaging segment trades certain inventories with third parties. These inventory trades are not accounted for as sales, and the Company records an asset or liability for any imbalance resulting from these trades.
Net Assets Held for Sale
Net assets held for sale represent land, buildings and land improvements for locations that have met the criteria of “held for sale” accounting, as specified by Accounting Standards Codification (“ASC”) 360, “Property, Plant, and Equipment.” As of October 31, 2015, there were four asset groups in the Rigid Industrial Packaging Products & Services segment and one asset group in the Flexible Products & Services segment that are recorded as assets and liabilities held for sale. The effect of suspending depreciation on the facilities held for sale is immaterial to the results of operations. The net assets held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the upcoming year.
Goodwill and Indefinite-Lived Intangibles
Goodwill is the excess of the purchase price of an acquired entity over the amounts assigned to tangible and intangible assets and liabilities assumed in the business combination. The Company accounts for purchased goodwill and indefinite-lived intangible assets in accordance with ASC 350, “Intangibles – Goodwill and Other.” Under ASC 350, purchased goodwill and intangible assets with indefinite lives are not amortized, but instead are tested for impairment at least annually. The Company tests for impairment of goodwill and indefinite-lived intangible assets during the fourth quarter of each fiscal year as of August 1, or more frequently if certain indicators are present or changes in circumstances suggest that impairment may exist.
In accordance with ASC 350 the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test for goodwill impairment. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test for goodwill impairment is conducted at the reporting unit level using a two-step approach. The first step requires a comparison of the carrying value of the reporting units to the estimated fair value of these units. If the carrying value of a reporting unit exceeds its estimated fair value, the Company performs the second step of the goodwill impairment to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the estimated implied fair value of a reporting unit’s goodwill to its carrying value. The Company allocates the estimated fair value of a reporting unit to all of the assets and liabilities in that reporting unit, including intangible assets, as if the reporting unit had been acquired in a business combination. Any excess of the estimated fair value of a reporting unit over the amounts assigned to its assets and liabilities is the implied fair value of goodwill. When there is a disposition of a portion of a reporting unit, goodwill is allocated to the gain or loss on that disposition based on the relative fair values of the portion of the reporting unit subject to disposition and the portion of the reporting unit that will be retained.
The Company’s determination of estimated fair value of the reporting units is based on a discounted cash flow analysis utilizing the income approach. Under this method, the principal valuation focus is on the reporting unit’s cash-generating capabilities. The discount rates used for impairment testing are based on a market participant’s weighted average cost of capital. The use of alternative estimates, including different peer groups or changes in the industry, or adjusting the discount rate, or earnings before interest, taxes, depreciation, depletion and amortization forecasts used could affect the estimated fair value of the reporting units and potentially result in goodwill impairment. Any identified impairment would result in an expense to the Company’s results of operations. Refer to Note 6 for additional information regarding goodwill and other intangible assets.
Other Intangibles
The Company accounts for intangible assets in accordance with ASC 350. Intangible assets are amortized over their useful lives on a straight-line basis. The useful lives for finite lived intangible assets vary depending on the type of asset and the terms of contracts or the valuation performed. The Company tests for impairment of finite lived intangible assets at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Amortization expense on other intangible assets is recorded on the straight-line method over their useful lives as follows:
Years | ||
Trade names |
10-15 | |
Non-competes |
1-10 | |
Customer relationships |
5-15 | |
Other intangibles |
3-15 |
Acquisitions
From time to time, the Company acquires businesses and/or assets that augment and complement its operations, in accordance with ASC 805, “Business Combinations.” These acquisitions are accounted for under the purchase method of accounting. The consolidated financial statements include the results of operations from these business combinations from the date of acquisition.
In order to assess performance, the Company classifies costs incurred in connection with acquisitions as acquisition-related costs. These costs consist primarily of transaction costs, integration costs and changes in the fair value of contingent payments (earn-outs) and are recorded within selling, general and administrative costs. Acquisition transaction costs are incurred during the initial evaluation of a potential targeted acquisition and primarily relate to costs to analyze, negotiate and consummate the transaction as well as financial and legal due diligence activities. Post-acquisition integration activities are costs incurred to combine the operations of an acquired enterprise into the Company’s operations.
Internal Use Software
Internal use software is accounted for under ASC 985, “Software.” Internal use software is software that is acquired, internally developed or modified solely to meet the Company’s needs and for which, during the software’s development or modification, a plan does not exist to market the software externally. Costs incurred to develop the software during the application development stage and for upgrades and enhancements that provide additional functionality are capitalized and then amortized over a three to ten year period. Internal use software is capitalized as a component of machinery and equipment on the Consolidated Balance Sheets.
Long-Lived Assets
Properties, plants and equipment are stated at cost. Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of the assets as follows:
Years | ||
Buildings |
30-45 | |
Machinery and equipment |
3-19 |
Depreciation expense was $113.4 million, $129.8 million and $131.9 million, in 2015, 2014 and 2013, respectively. Expenditures for repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income as incurred.
The Company capitalizes interest on long-term fixed asset projects using a rate that approximates the weighted average cost of borrowing. For the years ended October 31, 2015, 2014, and 2013, the Company capitalized interest costs of $1.5 million, $1.4 million, and $1.7 million, respectively.
The Company tests for impairment of properties, plants and equipment at least annually, or more frequently if certain indicators are present to suggest that impairment may exist. Long-lived assets are grouped together at the lowest level, generally at the plant level, for which identifiable cash flows are largely independent of cash flows of other groups of long-lived assets. As events warrant, we evaluate the recoverability of long-lived assets, other than goodwill and indefinite-lived intangible assets, by assessing whether the carrying value can be recovered over their remaining useful lives through the expected future undiscounted operating cash flows of the underlying business. Impairment indicators include, but are not limited to, a significant decrease in the market price of a long-lived asset; a significant adverse change in the manner in which the asset is being used or in its physical condition; a significant adverse change in legal factors or the business climate that could affect the value of a long-lived asset; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset; current period operating or cash flow losses combined with a history of operating or cash flow losses associated with the use of the asset; or a current expectation that it is more likely than not that a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. Future decisions to change our manufacturing processes, exit certain businesses, reduce excess capacity, temporarily idle facilities and close facilities could result in material impairment charges. Any impairment loss that may be required is determined by comparing the carrying value of the assets to their estimated fair value.
The Company owns timber properties in the southeastern United States. With respect to the Company’s United States timber properties, which consisted of approximately 242,673 acres as of October 31, 2015, depletion expense on timber properties is computed on the basis of cost and the estimated recoverable timber. Depletion expense was $2.8 million, $3.8 million and $4.3 million in 2015, 2014 and 2013, respectively. The Company’s land costs are maintained by tract. The Company begins recording pre-merchantable timber costs at the time the site is prepared for planting. Costs capitalized during the establishment period include site preparation by aerial spray, costs of seedlings, planting costs, herbaceous weed control, woody release, labor and machinery use, refrigeration rental and trucking for the seedlings. The Company does not capitalize interest costs in the process. Property taxes are expensed as incurred. New road construction costs are capitalized as land improvements and depreciated over 20 years. Road repairs and maintenance costs are expensed as incurred. Costs after establishment of the seedlings, including management costs, pre-commercial thinning costs and fertilization costs, are expensed as incurred. Once the timber becomes merchantable, the cost is transferred from the pre-merchantable timber category to the merchantable timber category in the depletion block.
Merchantable timber costs are maintained by five product classes, pine sawtimber, pine chip-n-saw, pine pulpwood, hardwood sawtimber and hardwood pulpwood, within a depletion block, with each depletion block based upon a geographic district or subdistrict. Currently, the Company has eight depletion blocks. These same depletion blocks are used for pre-merchantable timber costs. Each year, the Company estimates the volume of the Company’s merchantable timber for the five product classes by each depletion block. These estimates are based on the current state in the growth cycle and not on quantities to be available in future years. The Company’s estimates do not include costs to be incurred in the future. The Company then projects these volumes to the end of the year. Upon acquisition of a new timberland tract, the Company records separate amounts for land, merchantable timber and pre-merchantable timber allocated as a percentage of the values being purchased. These acquisition volumes and costs acquired during the year are added to the totals for each product class within the appropriate depletion block(s). The total of the beginning, one-year growth and acquisition volumes are divided by the total undepleted historical cost to arrive at a depletion rate, which is then used for the current year. As timber is sold, the Company multiplies the volumes sold by the depletion rate for the current year to arrive at the depletion cost.
The Company’s Canadian timber properties, which were sold during 2015, were not actively managed, and therefore, no depletion expense is recorded.
Contingencies
Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to environmental, product liability, and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist.
All lawsuits, claims and proceedings are considered by the Company in establishing reserves for contingencies in accordance with ASC 450, “Contingencies.” In accordance with the provisions of ASC 450, the Company accrues for a litigation-related liability when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information known to the Company, the Company believes that its reserves for these litigation-related liabilities are reasonable and that the ultimate outcome of any pending matters is not likely to have a material effect on the Company’s financial position or results of operations.
Environmental Cleanup Costs
The Company accounts for environmental cleanup costs in accordance with ASC 410, “Asset Retirement and Environmental Obligations.” The Company expenses environmental expenditures related to existing conditions resulting from past or current operations and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent future environmental contamination are capitalized. The Company determines its liability on a site-by-site basis and records a liability at the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs.
Self-Insurance
The Company is self-insured for certain of the claims made under its employee medical and dental insurance programs. The Company had recorded liabilities totaling $3.6 million and $2.8 million for estimated costs related to outstanding claims as of October 31, 2015 and 2014, respectively. These costs include an estimate for expected settlements on pending claims, administrative fees and an estimate for claims incurred but not reported. These estimates are based on management’s assessment of outstanding claims, historical analyses and current payment trends. The Company recorded an estimate for the claims incurred but not reported using an estimated lag period based upon historical information. The Company believes the reserves recorded are adequate based upon current facts and circumstances.
The Company has certain deductibles applied to various insurance policies including general liability, product, auto and workers’ compensation. The Company maintains liabilities totaling $12.2 million and $14.7 million for anticipated costs related to general liability, product, vehicle, and workers’ compensation claims as of October 31, 2015 and 2014, respectively. These costs include an estimate for expected settlements on pending claims, defense costs and an estimate for claims incurred but not reported. These estimates are based on the Company’s assessment of its deductibles, outstanding claims, historical analysis, actuarial information and current payment trends.
Income Taxes
Income taxes are accounted for under ASC 740, “Income Taxes.” In accordance with ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when management believes it is more likely than not that some position of the deferred tax assets will not be realized.
The Company’s effective tax rate is impacted by the amount of income allocated to each taxing jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company’s effective tax rate and in evaluating its tax positions.
Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company’s effective tax rate includes the impact of reserve provisions and changes to reserves that it considers appropriate as well as related interest and penalties.
A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally resolved. The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would require use of the Company’s cash. Favorable resolution would be recognized as a reduction to the Company’s effective tax rate in the period of resolution.
Other Comprehensive Income
Our other comprehensive income is significantly impacted by foreign currency translation and defined benefit pension and postretirement benefit adjustments. The impact of foreign currency translation is affected by the translation of assets and liabilities of our foreign subsidiaries which are denominated in functional currencies other than the U.S. dollar. The primary assets and liabilities affecting the adjustments are cash and cash equivalents; accounts receivable; inventory; properties, plant and equipment; accounts payable; pension and other postretirement benefit obligations; and certain intercompany loans payable and receivable. The primary currencies in which these assets and liabilities are denominated are the Euro, Brazilian Real, and Chinese Yuan. The impact of defined benefit pension and postretirement benefit adjustments is primarily affected by unrecognized actuarial gains and losses related to our defined benefit and other postretirement benefit plans, as well as the subsequent amortization of gains and losses from accumulated other comprehensive income in periods following the initial recording such items. These actuarial gains and losses are determined using various assumptions, the most significant of which are (i) the weighted average rate used for discounting the liability, (ii) the weighted average expected long-term rate of return on pension plan assets, (iii) the method used to determine market-related value of pension plan assets, (iv) the weighted average rate of future salary increases and (v) the anticipated mortality rate tables.
Restructuring Charges
The Company accounts for all exit or disposal activities in accordance with ASC 420, “Exit or Disposal Cost Obligations.” Under ASC 420, a liability is measured at its fair value and recognized as incurred.
Employee-related costs primarily consist of one-time termination benefits provided to employees who have been involuntarily terminated. A one-time benefit arrangement is an arrangement established by a plan of termination that applies for a specified termination event or for a specified future period. A one-time benefit arrangement exists at the date the plan of termination meets all of the following criteria and has been communicated to employees:
(1) | Management, having the authority to approve the action, commits to a plan of termination. |
(2) | The plan identifies the number of employees to be terminated, their job classifications or functions and their locations, and the expected completion date. |
(3) | The plan establishes the terms of the benefit arrangement, including the benefits that employees will receive upon termination (including but not limited to cash payments), in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated. |
(4) | Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. |
Facility exit and other costs consist of equipment relocation costs and project consulting fees. A liability for other costs associated with an exit or disposal activity shall be recognized and measured at its fair value in the period in which the liability is incurred (generally, when goods or services associated with the activity are received). The liability shall not be recognized before it is incurred, even if the costs are incremental to other operating costs and will be incurred as a direct result of a plan.
Pension and Postretirement Benefits
Under ASC 715, “Compensation – Retirement Benefits,” employers recognize the funded status of their defined benefit pension and other postretirement plans on the consolidated balance sheet and record as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that have not been recognized as components of the net periodic benefit cost.
Transfer and Servicing of Assets
An indirect wholly-owned subsidiary of Greif, Inc. agrees to sell trade receivables meeting certain eligibility requirements that it had purchased from other indirect wholly-owned subsidiaries of Greif, Inc., under a non-U.S. factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the various Greif, Inc. subsidiaries to the respective banks or their affiliates. The banks and their affiliates fund an initial purchase price of a certain percentage of eligible receivables based on a formula with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and continues to recognize the deferred purchase price in its other current assets. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.
Stock-Based Compensation Expense
The Company recognizes stock-based compensation expense in accordance with ASC 718, “Compensation – Stock Compensation.” ASC 718 requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards made to employees and directors, including stock options, restricted stock, restricted stock units and participation in the Company’s employee stock purchase plan.
ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s consolidated statements of income over the requisite service periods. No options were granted in 2015, 2014, or 2013. For any options granted in the future, compensation expense will be based on the grant date fair value estimated in accordance with the standard.
Revenue Recognition
The Company recognizes revenue when title passes and risks and rewards of ownership have transferred to customers or services have been rendered, with appropriate provision for returns and allowances. Revenue is recognized in accordance with ASC 605, “Revenue Recognition.”
Timberland disposals, timber, higher and better use (“HBU”) land, surplus and development property revenues are recognized when closings have occurred, required down payments have been received, title and possession have been transferred to the buyer, and all other criteria for sale and profit recognition have been satisfied.
The Company reports the sale of HBU and surplus property in our consolidated statements of income under “gain on disposal of properties, plants and equipment, net” and reports the sale of development property under “net sales” and “cost of products sold.” All HBU and development property, together with surplus property, is used by the Company to productively grow and sell timber until the property is sold.
Shipping and Handling Fees and Costs
The Company includes shipping and handling fees and costs in cost of products sold.
Other Expense, Net
Other expense, net primarily represents non-United States trade receivables program fees, currency transaction gains and losses and other infrequent non-operating items.
Currency Translation
In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States dollars at the rate of exchange existing at period-end, and revenues and expenses are translated at average exchange rates.
The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company’s international operations, are presented in the consolidated statements of changes in shareholders’ equity in accumulated other comprehensive income (loss). Transaction gains and losses on foreign currency transactions denominated in a currency other than an entity’s functional currency are credited or charged to income. The amounts included in other expense, net related to transaction losses, net of tax were $3.8 million, $1.2 million and $3.9 million in 2015, 2014 and 2013, respectively.
Derivative Financial Instruments
In accordance with ASC 815, “Derivatives and Hedging,” the Company records all derivatives in the consolidated balance sheet as either assets or liabilities measured at fair value. Dependent on the designation of the derivative instrument, changes in fair value are recorded to earnings or shareholders’ equity through other comprehensive income (loss). The Company may use the following derivatives from time to time.
The Company uses interest rate swap agreements for cash flow hedging purposes. For derivative instruments that hedge the exposure of variability in interest rates, designated as cash flow hedges, the effective portion of the net gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
Interest rate swap agreements that hedge against variability in interest rates effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. The Company uses the “variable cash flow method” for assessing the effectiveness of these swaps. The effectiveness of these swaps is reviewed at least every quarter. Hedge ineffectiveness has not been material during any of the years presented herein.
The Company enters into currency forward contracts to hedge certain currency transactions and short-term intercompany loan balances with its international businesses. Such contracts limit the Company’s exposure to both favorable and unfavorable currency fluctuations. These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized in other comprehensive income (loss).
The Company has used derivative instruments to hedge a portion of its natural gas purchases. These derivatives were designated as cash flow hedges. The effective portion of the net gain or loss was reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period during which the hedged transaction affects earnings.
Any derivative contract that is either not designated as a hedge, or is so designated but is ineffective, would be adjusted to market value and recognized in earnings immediately. If a cash flow or fair value hedge ceases to qualify for hedge accounting, the contract would continue to be carried on the balance sheet at fair value until settled and future adjustments to the contract’s fair value would be recognized in earnings immediately. If a forecasted transaction were no longer probable to occur, amounts previously deferred in accumulated other comprehensive income (loss) would be recognized immediately in earnings.
Fair Value
The Company uses ASC 820, “Fair Value Measurements and Disclosures” to account for fair value. ASC 820 defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. Additionally, this standard established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs.
The three levels of inputs used to measure fair values are as follows:
• | 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. |
The Company presents various fair value disclosures in Notes 10 and 13 to these consolidated financial statements.
Newly Adopted Accounting Standards
In March 2013, the FASB issued ASU 2013-05 “Foreign Currency Matters: Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or an Investment in a Foreign Entity.” The objective of this update is to resolve the diversity in practice about whether ASC 810-10 or ASC 830-30 applies to the release of the cumulative translation adjustment into net income when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas rights) within a foreign entity. The Company adopted the new guidance beginning on November 1, 2013. The adoption did not have, and is not expected to have, a significant impact on the Company’s financial position, results of operations, comprehensive income, cash flows and disclosures.
In July 2013, the FASB issued ASU 2013-11 “Income Taxes: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.” The objective of this update is to eliminate the diversity in practice in the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments in this update seek to attain that objective by requiring an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for those instances described above, except in certain situations discussed in the update. The Company adopted the new guidance beginning on November 1, 2013, and the adoption of the new guidance did not impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
In April 2014, the FASB issued ASU 2014-08 “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” The objective of this update is to prevent disposals of small groups of assets that are recurring in nature to qualify for discontinued operations presentation under Subtopic 205-20. The amendments in this update seek to attain this objective by only allowing disposals representing a strategic shift in operations to be presented as discontinued operations. The Company adopted the new guidance beginning on May, 1 2014, after which new disposals of components are evaluated for discontinued operations treatment using the new guidance. As a result of the adoption of this standard, businesses sold or classified as held for sale subsequent to May 1, 2014 did not qualify as discontinued operations under the new standard.
Recently Issued Accounting Standards
As of October 31, 2015, the FASB has issued ASUs through 2015-16. We have reviewed each recently issued ASU and the adoption of each ASU that is applicable to us, other than as explained below will not have a material impact on our financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
In April 2015, the FASB issued ASU No. 2015-03, “Interest—Imputation of Interest (Subtopic 835-30)”. The objective of this update is to simplify the presentation of debt issuance costs in the financial statements. Under the ASU, the Company would present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset; amortization of the costs is reported as interest expense. The effective date will be the first quarter of fiscal year 2016. The Company would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period would be adjusted). The ASU requires the Company to “disclose in the first fiscal year after the entity’s adoption date, and in the interim periods within the first fiscal year, the following: (1) The nature and reason for the change in accounting principle; (2) The transition method; (3) A description of the prior-period information that has been retrospectively adjusted; and (4) The effect of the change on the financial statement line item (that is, the debt issuance costs asset and the debt liability). The Company is expected to adopt this guidance beginning November 1, 2015, and the adoption of the new guidance is not expected to materially impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
In February 2015, the FASB issued ASU 2015-02, “Consolidation (Topic 810): Amendments to the Consolidation Analysis,” which makes changes to both the variable interest model and voting interest model and eliminates the indefinite deferral of FASB Statement No. 167, included in ASU 2010-10, for certain investment funds. All reporting entities that hold a variable interest in other legal entities will need to re-evaluate their consolidation conclusions as well as disclosure requirements. This ASU is effective for annual periods beginning after December 15, 2015, and early adoption is permitted, including any interim period. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow, and disclosures.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”, which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. This ASU is based on the principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective in fiscal year 2019 using one of two retrospective application methods. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.
In August 2014, the FASB issued ASU 2014-15 “Presentation of Financial Statements-Going Concern: Disclosure of Uncertainties about an Entity’s Ability to Continue as Going Concern”. The objective of this update is to reduce the diversity in the timing and content of footnote disclosures related to going concern. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. This update applies to all entities that would be required to disclose information about their potential inability to continue as a going concern when “substantial doubt” about their ability to continue as a going concern exists. The Company will be required to evaluate “relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued.” The Company will have to document its consideration of the ASU, but not because the Company believes there is substantial doubt about its ability to continue as a going concern. The Company is expected to adopt this guidance beginning November 1, 2017, and the adoption of the new guidance is not expected to impact the Company’s financial position, results of operations, comprehensive income or cash flows, other than the related disclosures.
|
Amortization expense on other intangible assets is recorded on the straight-line method over their useful lives as follows:
Years | ||
Trade names |
10-15 | |
Non-competes |
1-10 | |
Customer relationships |
5-15 | |
Other intangibles |
3-15 |
Properties, plants and equipment are stated at cost. Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives of the assets as follows:
Years | ||
Buildings |
30-45 | |
Machinery and equipment |
3-19 |
|
The following table summarizes the Company’s significant acquisition activity in 2015, 2014 and 2013 (Dollars in millions):
|
# of Acquisitions |
Purchase Price, net of Cash |
Tangible Assets, net |
Intangible Assets |
Goodwill | |||||||||||||||
Total 2015 Acquisitions |
— | $ | — | — | — | — | ||||||||||||||
Total 2014 Acquisitions |
2 | $ | 53.5 | 2.5 | 22.1 | 25.9 | ||||||||||||||
Total 2013 Acquisitions |
— | $ | — | — | — | — |
|
The table below contains information related to the Company’s accounts receivables programs (Dollars in millions):
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
European RPA |
||||||||||||
Gross accounts receivable sold to third party financial institution |
$ | 715.2 | $ | 1,006.4 | $ | 1,071.3 | ||||||
Cash received for accounts receivable sold under the programs |
633.6 | 888.1 | 947.0 | |||||||||
Deferred purchase price related to accounts receivable sold |
76.2 | 118.3 | 124.3 | |||||||||
Loss associated with the programs |
1.5 | 2.5 | 2.5 | |||||||||
Expenses associated with the programs |
— | — | — | |||||||||
Other |
||||||||||||
Gross accounts receivable sold to third party financial institution |
$ | 48.1 | $ | 56.7 | $ | 93.4 | ||||||
Cash received for accounts receivable sold under the programs |
$ | 48.1 | $ | 56.7 | $ | 93.4 | ||||||
Deferred purchase price related to accounts receivable sold |
$ | — | $ | — | $ | — | ||||||
Loss associated with the programs |
$ | 0.1 | $ | — | $ | 0.2 | ||||||
Expenses associated with the programs |
$ | 0.1 | $ | 0.1 | $ | 0.3 | ||||||
Total RPAs and Agreements |
||||||||||||
Gross accounts receivable sold to third party financial institution |
$ | 763.3 | $ | 1,063.1 | $ | 1,164.7 | ||||||
Cash received for accounts receivable sold under the program |
681.7 | 944.8 | 1,040.4 | |||||||||
Deferred purchase price related to accounts receivable sold |
76.2 | 118.3 | 124.3 | |||||||||
Loss associated with the program |
1.6 | 2.5 | 2.7 | |||||||||
Expenses associated with the program |
0.1 | 0.1 | 0.3 |
October 31, 2015 |
October 31, 2014 |
|||||||
European RPA |
||||||||
Accounts receivable sold to and held by third party financial institution |
$ | 114.8 | $ | 164.7 | ||||
Deferred purchase price asset (liability) related to accounts receivable sold |
(1.5) | (23.7) | ||||||
Other |
||||||||
Accounts receivable sold to and held by third party financial institution |
$ | 4.0 | $ | 5.0 | ||||
Uncollected deferred purchase price related to accounts receivable sold |
— | — | ||||||
Total RPAs and Agreements |
||||||||
Accounts receivable sold to and held by third party financial institution |
$ | 118.8 | $ | 169.7 | ||||
Deferred purchase price asset (liability) related to accounts receivable sold |
(1.5) | (23.7) |
|
The inventories are stated at the lower of cost or market and summarized as follows as of October 31 for each year (Dollars in millions):
2015 | 2014 | |||||||
Finished goods |
$ | 88.0 | $ | 100.9 | ||||
Raw materials |
190.7 | 235.9 | ||||||
Work-in process |
18.3 | 44.3 | ||||||
|
|
|
|
|||||
$ | 297.0 | $ | 381.1 | |||||
|
|
|
|
|
The following table summarizes the changes in the carrying amount of goodwill by segment for the year ended October 31, 2015 and 2014 (Dollars in millions):
Rigid Industrial Packaging & Services |
Paper Packaging |
Flexible Products & Services (1) |
Land Management |
Total | ||||||||||||||||
Balance at October 31, 2013 |
$ | 860.2 | $ | 59.9 | $ | 78.3 | $ | — | $ | 998.4 | ||||||||||
Goodwill acquired |
25.9 | — | — | — | 25.9 | |||||||||||||||
Goodwill allocated to divestitures and businesses held for sale |
(25.5 | ) | (0.4 | ) | (21.8 | ) | — | (47.7 | ) | |||||||||||
Goodwill adjustments |
(0.8 | ) | — | — | — | (0.8 | ) | |||||||||||||
Goodwill impairment charge |
— | — | (50.3 | ) | — | (50.3 | ) | |||||||||||||
Currency translation |
(39.1 | ) | — | (6.2 | ) | — | (45.3 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at October 31, 2014 |
$ | 820.7 | $ | 59.5 | $ | — | $ | — | $ | 880.2 | ||||||||||
Goodwill acquired |
— | — | — | — | — | |||||||||||||||
Goodwill allocated to divestitures and businesses held for sale |
(11.6 | ) | — | — | — | (11.6 | ) | |||||||||||||
Goodwill adjustments |
— | — | — | — | — | |||||||||||||||
Goodwill impairment charge |
— | — | — | — | — | |||||||||||||||
Currency translation |
(61.5 | ) | — | — | — | (61.5 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at October 31, 2015 |
$ | 747.6 | $ | 59.5 | $ | — | $ | — | $ | 807.1 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Accumulated goodwill impairment loss was $50.3 million, $50.3 million, and $0.0 million, as of October 31, 2015, 2014 and 2013, respectively. |
The following table summarizes the carrying amount of net intangible assets by class as of October 31, 2015 and October 31, 2014 (Dollars in millions):
Gross Intangible Assets |
Accumulated Amortization |
Net Intangible Assets |
||||||||||
October 31, 2015: |
||||||||||||
Indefinite lived: |
||||||||||||
Trademarks and patents |
$ | 13.1 | $ | — | $ | 13.1 | ||||||
Definite lived: |
||||||||||||
Trademarks and patents |
$ | 12.4 | $ | 4.2 | $ | 8.2 | ||||||
Non-compete agreements |
4.9 | 4.5 | 0.4 | |||||||||
Customer relationships |
180.7 | 81.7 | 99.0 | |||||||||
Other |
24.2 | 12.2 | 12.0 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 235.3 | $ | 102.6 | $ | 132.7 | ||||||
|
|
|
|
|
|
|||||||
October 31, 2014: |
||||||||||||
Indefinite lived: |
||||||||||||
Trademarks and patents |
$ | 13.8 | $ | — | $ | 13.8 | ||||||
Definite lived: |
||||||||||||
Trademarks and patents |
$ | 15.3 | $ | 4.7 | $ | 10.6 | ||||||
Non-compete agreements |
6.0 | 5.1 | 0.9 | |||||||||
Customer relationships |
203.3 | 78.8 | 124.5 | |||||||||
Other |
27.8 | 11.1 | 16.7 | |||||||||
|
|
|
|
|
|
|||||||
Total |
$ | 266.2 | $ | 99.7 | $ | 166.5 | ||||||
|
|
|
|
|
|
|
The following is a reconciliation of the beginning and ended restructuring reserve balances for the years ended October 31, 2015 and 2014 (Dollars in millions):
Employee Separation Costs |
Other costs | Total | ||||||||||
Balance at October 31, 2013 |
$ | 1.8 | $ | 1.2 | $ | 3.0 | ||||||
Costs incurred and charged to expense |
12.0 | 4.1 | 16.1 | |||||||||
Costs paid or otherwise settled |
(10.9 | ) | (4.1 | ) | (15.0 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at October 31, 2014 |
$ | 2.9 | $ | 1.2 | $ | 4.1 | ||||||
|
|
|
|
|
|
|||||||
Costs incurred and charged to expense |
27.8 | 12.2 | 40.0 | |||||||||
Costs paid or otherwise settled |
(16.0 | ) | (6.8 | ) | (22.8 | ) | ||||||
|
|
|
|
|
|
|||||||
Balance at October 31, 2015 |
$ | 14.7 | $ | 6.6 | $ | 21.3 | ||||||
|
|
|
|
|
|
The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-K. Remaining amounts expected to be incurred were $14.7 million as of October 31, 2015. (Dollars in millions):
Total Amounts Expected to be Incurred |
Amounts Incurred During the year ended October 31, 2015 |
Amounts Remaining to be Incurred |
||||||||||
Rigid Industrial Packaging & Services: |
||||||||||||
Employee separation costs |
$ | 27.4 | $ | 21.7 | 5.7 | |||||||
Other restructuring costs |
12.1 | 7.8 | 4.3 | |||||||||
|
|
|
|
|
|
|||||||
39.5 | 29.5 | 10.0 | ||||||||||
Flexible Products & Services: |
||||||||||||
Employee separation costs |
6.1 | 4.8 | 1.3 | |||||||||
Other restructuring costs |
6.7 | 3.3 | 3.4 | |||||||||
|
|
|
|
|
|
|||||||
12.8 | 8.1 | 4.7 | ||||||||||
Paper Packaging |
||||||||||||
Employee separation costs |
1.2 | 1.2 | — | |||||||||
Other restructuring costs |
1.1 | 1.1 | — | |||||||||
|
|
|
|
|
|
|||||||
2.3 | 2.3 | — | ||||||||||
Land Management |
||||||||||||
Employee separation costs |
0.1 | 0.1 | — | |||||||||
Other restructuring costs |
— | — | — | |||||||||
|
|
|
|
|
|
|||||||
0.1 | 0.1 | — | ||||||||||
$ | 54.7 | $ | 40.0 | $ | 14.7 | |||||||
|
|
|
|
|
|
|
The following table presents the Flexible Packaging JV total net assets (Dollars in millions):
As of October 31, |
2015 | 2014 | ||||||
Cash and cash equivalents |
$ | 14.5 | $ | 6.6 | ||||
Trade accounts receivable, less allowance of $3.2 in 2015 and $4.3 in 2014 |
47.5 | 60.1 | ||||||
Inventories |
44.7 | 70.0 | ||||||
Properties, plants and equipment, net |
43.1 | 57.0 | ||||||
Other assets |
36.8 | 45.8 | ||||||
Accounts payable |
27.9 | 43.7 | ||||||
Other liabilities |
50.6 | 47.7 |
|
Long-term debt is summarized as follows (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Amended Credit Agreement |
$ | 217.4 | $ | 169.2 | ||||
Senior Notes due 2017 |
300.7 | 301.2 | ||||||
Senior Notes due 2019 |
246.0 | 245.2 | ||||||
Senior Notes due 2021 |
219.4 | 252.5 | ||||||
Amended Receivables Facility |
147.6 | 110.0 | ||||||
Other long-term debt |
15.8 | 26.9 | ||||||
|
|
|
|
|||||
1,146.9 | 1,105.0 | |||||||
Less current portion |
(30.7 | ) | (17.6 | ) | ||||
|
|
|
|
|||||
Long-term debt |
$ | 1,116.2 | $ | 1,087.4 | ||||
|
|
|
|
|
The following table presents the fair value of those assets and (liabilities) measured on a recurring basis as of October 31, 2015 and 2014 (Dollars in millions):
October 31, 2015 | Balance sheet Location |
|||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Foreign exchange hedges |
$ | — | $ | 0.3 | $ | — | $ | 0.3 | Prepaid expenses and other current assets | |||||||||
Foreign exchange hedges |
— | (0.2 | ) | (0.2 | ) | Other current liabilities | ||||||||||||
Insurance Annuity** |
— | — | 20.1 | 20.1 | Other long-term assets | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total* |
$ | — | $ | 0.1 | $ | 20.1 | $ | 20.2 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
October 31, 2014 | ||||||||||||||||||
Balance sheet Location |
||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||||
Interest rate derivatives |
$ | — | $ | (0.2 | ) | $ | — | $ | (0.2 | ) | Other long-term liabilities | |||||||
Foreign exchange hedges |
— | 0.6 | — | 0.6 | Prepaid expenses and other current assets | |||||||||||||
Foreign exchange hedges |
— | (0.2 | ) | — | (0.2 | ) | Other current liabilities | |||||||||||
Insurance Annuity** |
— | — | 22.6 | 22.6 | Other long-term assets | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total* |
$ | — | $ | 0.2 | $ | 22.6 | $ | 22.8 | ||||||||||
|
|
|
|
|
|
|
|
* | The carrying amounts of cash and cash equivalents, trade accounts receivable, notes receivable, accounts payable, current liabilities and short-term borrowings as of October 31, 2015 and 2014 approximate their fair values because of the short-term nature of these items and are not included in this table. |
** | The change in the fair value of the insurance annuity is primarily due to changes in foreign currency exchange rates. |
The following table presents the estimated fair values for the Company’s Senior Notes and Assets held by special purpose entities (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Senior Notes due 2017 Estimated fair value |
$ | 314.8 | $ | 325.5 | ||||
Senior Notes due 2019 Estimated fair value |
280.6 | 287.5 | ||||||
Senior Notes due 2021 Estimated fair value |
258.7 | 297.7 | ||||||
Assets held by special purpose entities Estimated fair value |
54.4 | 54.5 |
The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used for the twelve months ended October 31, 2015.
Quantitative Information about Level 3 Fair Value Measurements | ||||||||||
Fair Value of Impairment |
Valuation Technique |
Unobservable Input |
Range of Input Values |
|||||||
(in millions) | ||||||||||
October 31, 2015 |
||||||||||
Impairment of Long-lived assets-Land & Building |
$ | 28.1 | Broker Quote / Indicative Bids |
Indicative Bids | N/A | |||||
Impairment of Long-lived assets-Machinery & Equipment |
$ | 17.8 | Sales Value | Sales Value | N/A |
|
Stock option activity for the years ended October 31 was as follows (Shares in thousands):
2015 | 2014 | 2013 | ||||||||||||||||||||||
Shares | Weighted Average Exercise price |
Shares | Weighted Average Exercise price |
Shares | Weighted Average Exercise price |
|||||||||||||||||||
Beginning balance |
10 | $ | 27.36 | 79 | $ | 25.30 | 181 | $ | 19.45 | |||||||||||||||
Granted |
— | — | — | — | — | — | ||||||||||||||||||
Forfeited |
— | — | — | — | 3 | 19.35 | ||||||||||||||||||
Exercised |
10 | 27.36 | 69 | 25.01 | 99 | 14.79 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Ending balance |
— | $ | — | 10 | $ | 27.36 | 79 | $ | 25.30 |
|
The provision for income taxes consists of the following (Dollars in millions):
For the years ended October 31, | 2015 | 2014 | 2013 | |||||||||
Current |
||||||||||||
Federal |
$ | 18.3 | $ | 53.1 | $ | 54.3 | ||||||
State and local |
4.0 | 9.8 | 8.8 | |||||||||
Non-U.S. |
29.6 | 38.0 | 33.1 | |||||||||
|
|
|
|
|
|
|||||||
51.9 | 100.9 | 96.2 | ||||||||||
Deferred |
||||||||||||
Federal |
2.4 | 2.7 | (6.3 | ) | ||||||||
State and local |
0.2 | (1.6 | ) | (0.3 | ) | |||||||
Non-U.S. |
(6.1 | ) | 13.0 | 9.2 | ||||||||
|
|
|
|
|
|
|||||||
(3.5 | ) | 14.1 | 2.6 | |||||||||
|
|
|
|
|
|
|||||||
$ | 48.4 | $ | 115.0 | $ | 98.8 | |||||||
|
|
|
|
|
|
The following is a reconciliation of the provision for income taxes based on the federal statutory rate to the Company’s effective income tax rate:
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
United States federal tax rate |
35.00 | % | 35.00 | % | 35.00 | % | ||||||
Non-U.S. tax rates |
(4.30 | %) | 2.90 | % | 2.20 | % | ||||||
State and local taxes, net of federal tax benefit |
2.80 | % | 4.20 | % | 2.50 | % | ||||||
U.S. domestic production activity deduction |
(0.90 | %) | (3.10 | %) | (2.00 | %) | ||||||
Unrecognized tax benefits |
2.50 | % | 7.20 | % | 0.40 | % | ||||||
Net impact of released and new valuation allowances |
3.00 | % | 12.70 | % | 0.50 | % | ||||||
Withholding tax |
2.70 | % | 2.90 | % | 2.90 | % | ||||||
Foreign partnerships |
(5.80 | %) | (5.30 | %) | (3.60 | %) | ||||||
Foreign income inclusion |
0.40 | % | — | 1.70 | % | |||||||
Venezuela balance sheet remeasurement |
5.90 | % | — | — | ||||||||
Nondeductible goodwill |
2.50 | % | 15.60 | % | — | |||||||
Other items |
(1.60 | %) | 0.70 | % | 1.00 | % | ||||||
|
|
|
|
|
|
|||||||
42.20 | % | 72.80 | % | 40.60 | % | |||||||
|
|
|
|
|
|
The components of the Company’s deferred tax assets and liabilities as of October 31 for the years indicated were as follows (Dollars in millions):
2015 | 2014 | |||||||
Deferred Tax Assets |
||||||||
Net operating loss and other carryforwards |
$ | 80.8 | $ | 108.5 | ||||
Pension liabilities |
53.6 | 48.2 | ||||||
Insurance operations |
3.5 | 4.1 | ||||||
Incentive liabilities |
5.4 | 12.9 | ||||||
Environmental reserves |
0.4 | 5.4 | ||||||
Inventories |
6.5 | 5.7 | ||||||
State income taxes |
7.4 | 9.2 | ||||||
Postretirement benefit obligations |
3.5 | 4.1 | ||||||
Other |
11.3 | 7.6 | ||||||
Interest accrued |
1.6 | 2.3 | ||||||
Allowance for doubtful accounts |
3.4 | 4.6 | ||||||
Restructuring reserves |
6.0 | 1.4 | ||||||
Deferred compensation |
2.9 | 2.7 | ||||||
Foreign tax credits |
2.3 | 2.3 | ||||||
Vacation accruals |
1.5 | 1.8 | ||||||
Workers compensation accruals |
3.5 | 4.6 | ||||||
|
|
|
|
|||||
Total Deferred Tax Assets |
193.6 | 225.4 | ||||||
Valuation allowance |
(89.5 | ) | (108.5 | ) | ||||
|
|
|
|
|||||
Net Deferred Tax Assets |
104.1 | 116.9 | ||||||
|
|
|
|
|||||
Deferred Tax Liabilities |
||||||||
Properties, plants and equipment |
84.7 | 109.0 | ||||||
Goodwill and other intangible assets |
80.1 | 79.9 | ||||||
Foreign Income Inclusion |
1.1 | 1.1 | ||||||
Foreign exchange gains |
6.1 | 7.4 | ||||||
Timberland transactions |
116.2 | 106.4 | ||||||
|
|
|
|
|||||
Total Deferred Tax Liabilities |
288.2 | 303.8 | ||||||
|
|
|
|
|||||
Net Deferred Tax Liability |
$ | (184.1 | ) | $ | (186.9 | ) |
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
2015 | 2014 | 2013 | ||||||||||
Balance at November 1 |
$ | 34.3 | $ | 30.5 | $ | 55.9 | ||||||
Increases in tax positions for prior years |
8.5 | 5.7 | 4.5 | |||||||||
Decreases in tax positions for prior years |
(2.2 | ) | (8.2 | ) | (11.0 | ) | ||||||
Increases in tax positions for current years |
6.2 | 10.3 | 8.8 | |||||||||
Settlements with taxing authorities |
(5.7 | ) | (0.6 | ) | (30.3 | ) | ||||||
Lapse in statute of limitations |
(6.2 | ) | (0.8 | ) | — | |||||||
Currency translation |
(5.3 | ) | (2.6 | ) | 2.6 | |||||||
|
|
|
|
|
|
|||||||
Balance at October 31 |
$ | 29.6 | $ | 34.3 | $ | 30.5 | ||||||
|
|
|
|
|
|
|
The following table presents the number of participants in the defined benefit plans:
October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Active participants |
1,869 | 1,509 | 105 | 133 | 74 | 48 | ||||||||||||||||||
Vested former employees |
2,083 | 1,525 | 57 | 399 | 81 | 21 | ||||||||||||||||||
Retirees and beneficiaries |
4,050 | 2,480 | 255 | 718 | 540 | 57 | ||||||||||||||||||
Other | ||||||||||||||||||||||||
October 31, 2014 | Consolidated | USA | Germany | United Kingdom | Netherlands | International | ||||||||||||||||||
Active participants |
2,131 | 1,772 | 112 | 133 | 66 | 48 | ||||||||||||||||||
Vested former employees |
2,149 | 1,431 | 60 | 399 | 238 | 21 | ||||||||||||||||||
Retirees and beneficiaries |
4,131 | 2,372 | 256 | 718 | 728 | 57 | ||||||||||||||||||
Other plan participants |
30 | — | — | — | 30 | — |
The actuarial assumptions are used to measure the year-end benefit obligations as of October 31, 2015 and the pension costs for the subsequent year were as follows:
For the year ended October 31, 2015 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Discount rate |
3.71 | % | 4.37 | % | 2.10 | % | 3.45 | % | 1.98 | % | 4.82 | % | ||||||||||||
Expected return on plan assets |
5.47 | % | 6.25 | % | N/A | 6.00 | % | 2.06 | % | 5.99 | % | |||||||||||||
Rate of compensation increase |
3.01 | % | 3.00 | % | 2.75 | % | 3.50 | % | 2.25 | % | N/A | |||||||||||||
For the year ended October 31, 2014 |
||||||||||||||||||||||||
Discount rate |
3.69 | % | 4.22 | % | 2.45 | % | 3.72 | % | 2.20 | % | 4.83 | % | ||||||||||||
Expected return on plan assets |
5.73 | % | 6.25 | % | N/A | 6.25 | % | 3.25 | % | 6.09 | % | |||||||||||||
Rate of compensation increase |
2.93 | % | 3.00 | % | 2.75 | % | 3.25 | % | 2.25 | % | 2.41 | % | ||||||||||||
For the year ended October 31, 2013 |
||||||||||||||||||||||||
Discount rate |
4.30 | % | 4.75 | % | 3.40 | % | 4.25 | % | 3.25 | % | 5.28 | % | ||||||||||||
Expected return on plan assets |
5.70 | % | 6.00 | % | N/A | 6.50 | % | 3.25 | % | 5.82 | % | |||||||||||||
Rate of compensation increase |
2.99 | % | 3.00 | % | 2.75 | % | 3.50 | % | 2.25 | % | 2.35 | % |
The components of net periodic pension cost include the following (Dollars in millions):
For the year ended October 31, 2015 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Service cost |
$ | 15.5 | $ | 11.3 | $ | 0.5 | $ | 1.8 | $ | 1.4 | $ | 0.5 | ||||||||||||
Interest cost |
27.6 | 17.3 | 0.9 | 6.5 | 2.4 | 0.5 | ||||||||||||||||||
Expected return on plan assets |
(32.8 | ) | (18.7 | ) | — | (11.4 | ) | (1.9 | ) | (0.8 | ) | |||||||||||||
Amortization of prior service cost |
0.1 | 0.1 | — | — | — | — | ||||||||||||||||||
Recognized net actuarial loss |
14.2 | 10.0 | 0.9 | 2.2 | 0.8 | 0.3 | ||||||||||||||||||
Special Events |
||||||||||||||||||||||||
Curtailment |
0.5 | 0.3 | — | — | — | 0.2 | ||||||||||||||||||
Settlement |
0.1 | — | — | — | — | 0.1 | ||||||||||||||||||
Special/contractual terminatio benefits |
0.1 | — | — | — | — | 0.1 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net periodic pension (benefit) cost |
$ | 25.3 | $ | 20.3 | $ | 2.3 | $ | (0.9 | ) | $ | 2.7 | $ | 0.9 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
For the year ended October 31, 2014 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Service cost |
$ | 15.7 | $ | 10.4 | $ | 0.6 | $ | 2.5 | $ | 1.6 | $ | 0.6 | ||||||||||||
Interest cost |
29.6 | 16.6 | 1.3 | 7.5 | 3.6 | 0.6 | ||||||||||||||||||
Expected return on plan assets |
(33.9 | ) | (17.4 | ) | — | (12.6 | ) | (3.1 | ) | (0.8 | ) | |||||||||||||
Amortization of prior service cost |
0.2 | 0.2 | — | — | — | — | ||||||||||||||||||
Recognized net actuarial loss |
10.4 | 6.8 | 0.7 | 1.9 | 0.8 | 0.2 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net periodic pension (benefit) cost |
$ | 22.0 | $ | 16.6 | $ | 2.6 | $ | (0.7 | ) | $ | 2.9 | $ | 0.6 | |||||||||||
|
|
|
|
|
|
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For the year ended October 31, 2013 |
Consolidated | United States | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Service cost |
$ | 16.7 | $ | 11.5 | $ | 0.6 | $ | 2.9 | $ | 1.2 | $ | 0.5 | ||||||||||||
Interest cost |
27.6 | 15.9 | 1.2 | 6.5 | 3.3 | 0.7 | ||||||||||||||||||
Expected return on plan assets |
(32.1 | ) | (16.4 | ) | — | (11.7 | ) | (3.2 | ) | (0.8 | ) | |||||||||||||
Amortization of prior service cost |
0.6 | 0.5 | — | — | — | 0.1 | ||||||||||||||||||
Recognized net actuarial loss |
16.4 | 13.6 | 0.6 | 1.3 | 0.6 | 0.3 | ||||||||||||||||||
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Net periodic pension (benefit) cost |
$ | 29.2 | $ | 25.1 | $ | 2.4 | $ | (1.0 | ) | $ | 1.9 | $ | 0.8 | |||||||||||
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The following tables set forth the PBO, ABO, plan assets and instances where the ABO exceeds the plan assets for the respective years (Dollars in millions):
Actuarial value of benefit obligations | ||||||||||||||||||||||||
Consolidated | USA | Germany | United Kingdom |
Netherlands | Other International |
|||||||||||||||||||
October 31, 2015 |
||||||||||||||||||||||||
Projected benefit obligation |
$ | 765.8 | $ | 432.1 | $ | 38.7 | $ | 184.0 | $ | 100.8 | $ | 10.2 | ||||||||||||
Accumulated benefit obligation |
739.9 | 409.8 | 35.9 | 184.0 | 100.0 | 10.2 | ||||||||||||||||||
Plan assets |
624.7 | 311.1 | — | 208.4 | 92.7 | 12.5 | ||||||||||||||||||
October 31, 2014 |
||||||||||||||||||||||||
Projected benefit obligation |
$ | 786.9 | $ | 419.6 | $ | 41.9 | $ | 186.9 | $ | 123.6 | $ | 14.9 | ||||||||||||
Accumulated benefit obligation |
752.5 | 393.2 | 38.9 | 184.9 | 122.0 | 13.5 | ||||||||||||||||||
Plan assets |
650.8 | 325.6 | — | 202.7 | 107.8 | 14.7 | ||||||||||||||||||
Plans with ABO in excess of Plan assets | ||||||||||||||||||||||||
October 31, 2015 |
||||||||||||||||||||||||
Accumulated benefit obligation |
$ | 546.5 | $ | 409.8 | $ | 35.9 | $ | — | $ | 100.0 | $ | 0.8 | ||||||||||||
Plan assets |
404.4 | 311.1 | — | — | 92.7 | 0.6 | ||||||||||||||||||
October 31, 2014 |
||||||||||||||||||||||||
Accumulated benefit obligation |
$ | 567.6 | $ | 393.2 | $ | 38.9 | $ | — | $ | 122.0 | $ | 13.5 | ||||||||||||
Plan assets |
$ | 445.2 | 325.6 | — | — | 107.9 | 11.7 |
Future benefit payments, which reflect expected future service, as appropriate, during the next five years, and in the aggregate for the five years thereafter, are as follows (Dollars in millions):
Year |
Expected benefit payments |
|||
2016 |
$ | 41.6 | ||
2017 |
$ | 41.5 | ||
2018 |
$ | 42.5 | ||
2019 |
$ | 44.2 | ||
2020 |
$ | 44.7 | ||
2021-2025 |
$ | 237.1 |
The Company’s weighted average asset allocations at the measurement date and the target asset allocations by category are as follows:
Asset Category |
2015 Target |
2015 Actual |
2014 Target |
2014 Actual |
||||||||||||
Equity securities |
23 | % | 28 | % | 24 | % | 28 | % | ||||||||
Debt securities |
51 | % | 40 | % | 49 | % | 39 | % | ||||||||
Other |
26 | % | 32 | % | 27 | % | 33 | % | ||||||||
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Total |
100 | % | 100 | % | 100 | % | 100 | % | ||||||||
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The following table presents the fair value measurements for the pension assets:
As of October 31, 2015 (Dollars in millions) | ||||||||||||||||
Asset Category | Fair Value Measurement | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 124.4 | $ | 161.2 | $ | — | $ | 285.6 | ||||||||
Common stock |
26.7 | — | — | 26.7 | ||||||||||||
Cash |
20.0 | — | — | 20.0 | ||||||||||||
Money market fund |
0.6 | — | — | 0.6 | ||||||||||||
Common collective trusts |
— | 128.3 | — | 128.3 | ||||||||||||
Corporate bonds |
— | 19.7 | — | 19.7 | ||||||||||||
Government bonds |
— | 10.0 | — | 10.0 | ||||||||||||
Insurance Annuity |
— | — | 130.2 | 130.2 | ||||||||||||
Other assets |
— | 3.6 | — | 3.6 | ||||||||||||
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Total |
$ | 171.7 | $ | 322.8 | $ | 130.2 | $ | 624.7 | ||||||||
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As of October 31, 2014 (Dollars in millions) | ||||||||||||||||
Asset Category | Fair Value Measurement | |||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
Mutual funds |
$ | 143.0 | $ | 160.4 | $ | — | $ | 303.4 | ||||||||
Common stock |
31.0 | — | — | 31.0 | ||||||||||||
Cash |
13.7 | — | — | 13.7 | ||||||||||||
Money market fund |
0.2 | — | — | 0.2 | ||||||||||||
Common collective trusts |
— | 132.5 | — | 132.5 | ||||||||||||
Government Bonds |
— | 15.6 | — | 15.6 | ||||||||||||
Corporate bonds |
— | 3.1 | — | 3.1 | ||||||||||||
Other assets |
— | 0.2 | — | 0.2 | ||||||||||||
Insurance Annuity |
— | — | 151.1 | 151.1 | ||||||||||||
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Total |
$ | 187.9 | $ | 311.8 | $ | 151.1 | $ | 650.8 |
Financial statement presentation including other comprehensive income:
As of October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Unrecognized net actuarial loss |
$ | 192.1 | $ | 126.6 | $ | 15.9 | $ | 32.9 | $ | 14.9 | $ | 1.8 | ||||||||||||
Unrecognized prior service cost |
(3.4 | ) | (1.8 | ) | — | — | (1.6 | ) | — | |||||||||||||||
Unrecognized initial net obligation |
— | — | — | — | — | — | ||||||||||||||||||
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Accumulated other comprehensive loss (Pre-tax) |
$ | 188.7 | $ | 124.8 | $ | 15.9 | $ | 32.9 | $ | 13.3 | $ | 1.8 | ||||||||||||
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Amounts recognized in the Consolidated Balance Sheets consist of: |
||||||||||||||||||||||||
Prepaid benefit cost |
$ | 26.7 | $ | — | $ | — | $ | 24.4 | $ | — | $ | 2.3 | ||||||||||||
Accrued benefit liability |
(167.8 | ) | (121.0 | ) | (38.6 | ) | — | (8.2 | ) | — | ||||||||||||||
Accumulated other comprehensive loss |
188.6 | 124.8 | 15.9 | 32.9 | 13.2 | 1.8 | ||||||||||||||||||
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Net amount recognized |
$ | 47.5 | $ | 3.8 | $ | (22.7 | ) | $ | 57.3 | $ | 5.0 | $ | 4.1 | |||||||||||
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As of October 31, 2014 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Unrecognized net actuarial loss |
$ | 198.5 | $ | 110.1 | $ | 16.8 | $ | 41.1 | $ | 25.4 | $ | 5.1 | ||||||||||||
Unrecognized prior service cost |
— | 0.9 | — | — | (0.9 | ) | — | |||||||||||||||||
Unrecognized initial net obligation |
0.3 | — | — | — | — | 0.3 | ||||||||||||||||||
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Accumulated other comprehensive loss (Pre-tax) |
$ | 198.8 | $ | 111.0 | $ | 16.8 | $ | 41.1 | $ | 24.5 | $ | 5.4 | ||||||||||||
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Amounts recognized in the Consolidated Balance Sheets consist of: |
||||||||||||||||||||||||
Prepaid benefit cost |
$ | 18.6 | $ | — | $ | — | $ | 15.8 | $ | — | $ | 2.8 | ||||||||||||
Accrued benefit liability |
(154.6 | ) | (94.0 | ) | (41.8 | ) | — | (15.7 | ) | (3.1 | ) | |||||||||||||
Accumulated other comprehensive loss |
198.8 | 111.0 | 16.8 | 41.1 | 24.5 | 5.4 | ||||||||||||||||||
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|||||||||||||
Net amount recognized |
$ | 62.8 | $ | 17.0 | $ | (25.0 | ) | $ | 56.9 | $ | 8.8 | $ | 5.1 | |||||||||||
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October 31, 2015 | October 31, 2014 | |||||||
Accumulated other comprehensive loss at beginning of year |
$ | 198.8 | $ | 149.6 | ||||
Increase or (decrease) in accumulated other comprehensive (income) or loss |
||||||||
Net transition obligation amortized during fiscal year |
(0.1 | ) | (0.1 | ) | ||||
Net prior service costs amortized during fiscal year |
(0.1 | ) | (0.2 | ) | ||||
Net loss amortized during fiscal year |
(14.2 | ) | (10.4 | ) | ||||
Prior service cost recognized during fiscal year due to curtailment |
(0.3 | ) | — | |||||
Transition obligation recognized during fiscal year due to curtailment |
(0.2 | ) | — | |||||
Loss recognized during fiscal year due to settlement |
(0.1 | ) | — | |||||
Prior service credit occurring during fiscal year |
(3.2 | ) | (0.5 | ) | ||||
Liability loss occurring during fiscal year |
8.4 | 92.8 | ||||||
Asset loss (gain) occurring during fiscal year |
7.5 | (28.6 | ) | |||||
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|||||
Increase (decrease) in accumulated other comprehensive loss |
$ | (2.3 | ) | $ | 53.0 | |||
Foreign currency impact |
(7.9 | ) | (3.8 | ) | ||||
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|||||
Accumulated other comprehensive (income) or loss at current fiscal year end |
$ | 188.6 | $ | 198.8 | ||||
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The components of net periodic cost for the postretirement benefits include the following (Dollars in millions):
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
Service cost |
$ | — | $ | — | $ | — | ||||||
Interest cost |
0.7 | 0.8 | 0.8 | |||||||||
Amortization of prior service cost |
(1.5 | ) | (1.6 | ) | (1.5 | ) | ||||||
Recognized net actuarial gain |
(0.1 | ) | — | — | ||||||||
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|||||||
Net periodic income |
$ | (0.9 | ) | $ | (0.8 | ) | $ | (0.7 | ) | |||
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The following table sets forth the plans’ change in benefit obligation (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Benefit obligation at beginning of year |
$ | 17.3 | $ | 18.5 | ||||
Service cost |
— | — | ||||||
Interest cost |
0.7 | 0.8 | ||||||
Actuarial loss |
(1.0 | ) | (0.5 | ) | ||||
Foreign currency effect |
(0.6 | ) | (0.3 | ) | ||||
Benefits paid |
(1.5 | ) | (1.2 | ) | ||||
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|||||
Benefit obligation at end of year |
$ | 14.9 | $ | 17.3 | ||||
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Financial statement presentation included other comprehensive income (Dollars in millions):
October 31, 2015 | October 31, 2014 | |||||||
Unrecognized net actuarial gain |
$ | 1.6 | $ | 0.8 | ||||
Unrecognized prior service credit |
5.8 | 7.4 | ||||||
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|||||
Accumulated other comprehensive income |
$ | 7.4 | $ | 8.2 | ||||
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The healthcare cost trend rates on gross eligible charges are as follows:
Medical | ||||
Current trend rate |
7.2 | % | ||
Ultimate trend rate |
5.2 | % | ||
Year ultimate trend rate reached (South Africa) |
2017 | |||
Year ultimate trend rate reached (US) |
2026 |
A one-percentage point change in assumed health care cost trend rates would have the following effects (Dollars in thousands):
1-Percentage-Point Increase |
1-Percentage-Point Decrease |
|||||||
Effect on total of service and interest cost components |
$ | 34 | $ | (29 | ) | |||
Effect on postretirement benefit obligation |
$ | 361 | $ | (309 | ) |
The following table presents the number of participants in the post-retirement health and life insurance benefit plan:
October 31, 2015 | Consolidated | USA | South Africa | |||||||||
Active participants |
25 | 12 | 13 | |||||||||
Vested former employees |
0 | 0 | 0 | |||||||||
Retirees and beneficiaries |
757 | 667 | 90 | |||||||||
Other plan participants |
0 | 0 | ||||||||||
October 31, 2014 | Consolidated | USA | South Africa | |||||||||
Active participants |
25 | 12 | 13 | |||||||||
Vested former employees |
0 | 0 | 0 | |||||||||
Retirees and beneficiaries |
779 | 683 | 96 | |||||||||
Other plan participants |
0 | 0 | 0 |
The discount rate actuarial assumptions at October 31 are used to measure the year-end benefit obligations and the pension costs for the subsequent year were as follows:
Consolidated | United States | South Africa | ||||||||||
For the year ended October 31, 2015 |
4.65 | % | 3.88 | % | 9.20 | % | ||||||
For the year ended October 31, 2014 |
4.45 | % | 3.70 | % | 8.20 | % |
Future benefit payments, which reflect expected future service, as appropriate, during the next five years, and in the aggregate for the five years thereafter, are as follows (Dollars in millions):
Year |
Expected benefit payments |
|||
2016 |
$ | 1.5 | ||
2017 |
$ | 1.4 | ||
2018 |
$ | 1.3 | ||
2019 |
$ | 1.2 | ||
2020 |
$ | 1.2 | ||
2021-2025 |
$ | 5.3 |
The following table sets forth the plans’ change in projected benefit obligation (Dollars in millions):
For the year ended October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Change in benefit obligation: |
||||||||||||||||||||||||
Benefit obligation at beginning of year |
$ | 786.9 | $ | 419.6 | $ | 41.9 | $ | 186.9 | $ | 123.6 | $ | 14.9 | ||||||||||||
Service cost |
15.5 | 11.3 | 0.5 | 1.8 | 1.4 | 0.5 | ||||||||||||||||||
Interest cost |
27.6 | 17.3 | 0.9 | 6.5 | 2.4 | 0.5 | ||||||||||||||||||
Plan participant contributions |
0.2 | — | — | — | 0.2 | — | ||||||||||||||||||
Expenses paid from assets |
(2.7 | ) | (2.1 | ) | — | (0.7 | ) | 0.2 | (0.1 | ) | ||||||||||||||
Plan Amendments |
(3.3 | ) | (2.3 | ) | — | — | (1.0 | ) | — | |||||||||||||||
Actuarial (gain) loss |
15.7 | 9.1 | 2.2 | 9.0 | (4.6 | ) | — | |||||||||||||||||
Foreign currency effect |
(33.7 | ) | — | (5.6 | ) | (9.7 | ) | (16.2 | ) | (2.2 | ) | |||||||||||||
Benefits paid |
(33.0 | ) | (18.4 | ) | (1.2 | ) | (7.3 | ) | (5.2 | ) | (0.9 | ) | ||||||||||||
Curtailments |
(7.2 | ) | (2.1 | ) | — | (2.5 | ) | — | (2.6 | ) | ||||||||||||||
Other |
(0.2 | ) | (0.3 | ) | — | — | — | 0.1 | ||||||||||||||||
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Benefit obligation at end of year |
$ | 765.8 | $ | 432.1 | $ | 38.7 | $ | 184.0 | $ | 100.8 | $ | 10.2 | ||||||||||||
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For the year ended October 31, 2014 | ||||||||||||||||||||||||
Change in benefit obligation: |
||||||||||||||||||||||||
Benefit obligation at beginning of year |
$ | 703.8 | $ | 358.7 | $ | 39.0 | $ | 174.9 | $ | 116.9 | $ | 14.3 | ||||||||||||
Service cost |
15.7 | 10.4 | 0.6 | 2.5 | 1.6 | 0.6 | ||||||||||||||||||
Interest cost |
29.6 | 16.6 | 1.3 | 7.5 | 3.6 | 0.6 | ||||||||||||||||||
Plan participant contributions |
0.3 | — | — | — | 0.3 | — | ||||||||||||||||||
Expenses paid from assets |
(2.5 | ) | (1.2 | ) | — | (1.1 | ) | — | (0.2 | ) | ||||||||||||||
Plan amendments |
(0.5 | ) | 0.4 | — | — | (0.9 | ) | — | ||||||||||||||||
Actuarial loss |
92.8 | 51.4 | 5.7 | 15.9 | 18.1 | 1.7 | ||||||||||||||||||
Foreign currency effect |
(14.6 | ) | — | (3.3 | ) | (0.4 | ) | (9.9 | ) | (1.0 | ) | |||||||||||||
Benefits paid |
(37.7 | ) | (16.7 | ) | (1.4 | ) | (12.4 | ) | (6.1 | ) | (1.1 | ) | ||||||||||||
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Benefit obligation at end of year |
$ | 786.9 | $ | 419.6 | $ | 41.9 | $ | 186.9 | $ | 123.6 | $ | 14.9 | ||||||||||||
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The fair value of the pension plans’ investments is presented below. The inputs and valuation techniques used to measure the fair value of the assets are consistently applied and described in Note 10.
For the year ended October 31, 2015 | Consolidated | USA | Germany | United Kingdom | Netherlands | Other International |
||||||||||||||||||
Change in plan assets: |
||||||||||||||||||||||||
Fair value of plan assets at beginning of year |
$ | 650.8 | $ | 325.6 | $ | — | $ | 202.7 | $ | 107.8 | $ | 14.7 | ||||||||||||
Actual return on plan assets |
25.4 | (0.9 | ) | — | 21.8 | 3.9 | 0.6 | |||||||||||||||||
Expenses paid |
(2.7 | ) | (2.1 | ) | — | (0.7 | ) | 0.2 | (0.1 | ) | ||||||||||||||
Plan participant contributions |
0.2 | — | — | — | 0.2 | — | ||||||||||||||||||
Foreign currency impact |
(27.3 | ) | — | — | (10.6 | ) | (14.2 | ) | (2.5 | ) | ||||||||||||||
Employer contributions |
8.2 | 5.0 | — | 2.5 | — | 0.7 | ||||||||||||||||||
Benefits paid |
(29.9 | ) | (16.5 | ) | — | (7.3 | ) | (5.2 | ) | (0.9 | ) | |||||||||||||
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Fair value of plan assets at end of year |
$ | 624.7 | $ | 311.1 | $ | — | $ | 208.4 | $ | 92.7 | $ | 12.5 | ||||||||||||
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For the year ended October 31, 2014 | ||||||||||||||||||||||||
Change in plan assets: |
||||||||||||||||||||||||
Fair value of plan assets at beginning of year |
$ | 621.2 | $ | 301.8 | $ | — | $ | 198.9 | $ | 106.5 | $ | 14.0 | ||||||||||||
Actual return on plan assets |
62.6 | 29.8 | — | 15.7 | 15.8 | 1.3 | ||||||||||||||||||
Expenses paid |
(2.5 | ) | (1.2 | ) | — | (1.1 | ) | — | (0.2 | ) | ||||||||||||||
Plan participant contributions |
0.3 | — | — | — | 0.3 | — | ||||||||||||||||||
Foreign currency impact |
(10.0 | ) | — | — | (0.3 | ) | (8.7 | ) | (1.0 | ) | ||||||||||||||
Employer contributions |
15.5 | 11.9 | — | 1.9 | — | 1.7 | ||||||||||||||||||
Benefits paid |
(36.3 | ) | (16.7 | ) | — | (12.4 | ) | (6.1 | ) | (1.1 | ) | |||||||||||||
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Fair value of plan assets at end of year |
$ | 650.8 | $ | 325.6 | $ | — | $ | 202.7 | $ | 107.8 | $ | 14.7 | ||||||||||||
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The following table presents a reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs (Level 3). There have been no transfers in or out of level 3:
Pension Plan | ||||||||
(Dollars in millions) | 2015 | 2014 | ||||||
Balance at beginning of year |
$ | 151.1 | $ | 96.6 | ||||
Actual return on plan assets held at reporting date: |
||||||||
Assets still held at reporting date |
7.1 | 15.9 | ||||||
Plan participant contributions |
— | 0.3 | ||||||
Net purchases (settlements) |
— | 47.0 | ||||||
Transfers |
(3.4 | ) | — | |||||
Currency impact |
(24.6 | ) | (8.7 | ) | ||||
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Balance at end of year |
$ | 130.2 | $ | 151.1 | ||||
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The table below contains information related to the Company’s rent expense (Dollars in millions):
For the years ended October 31, |
2015 | 2014 | 2013 | |||||||||
Rent Expense |
$ | 50.4 | $ | 57.4 | $ | 54.7 | ||||||
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The following table provides the Company’s minimum rent commitments under operating and capital leases in the next five years and the remaining years thereafter:
Fiscal Year |
Operating Leases |
Capital Leases |
||||||
2016 |
$ | 46.9 | $ | 0.2 | ||||
2017 |
37.3 | 0.1 | ||||||
2018 |
28.0 | — | ||||||
2019 |
21.8 | — | ||||||
2020 |
15.5 | — | ||||||
Thereafter |
53.8 | — | ||||||
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|||||
Total |
$ | 203.3 | $ | 0.3 | ||||
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The following segment information is presented for each of the three years in the period ended October 31, 2015 (Dollars in millions):
2015 | 2014 | 2013 | ||||||||||
Net sales: |
||||||||||||
Rigid Industrial Packaging & Service |
$ | 2,586.4 | $ | 3,077.0 | $ | 3,062.1 | ||||||
Paper Packaging |
676.1 | 706.8 | 676.0 | |||||||||
Flexible Products & Services |
322.6 | 425.8 | 448.7 | |||||||||
Land Management |
31.6 | 29.5 | 33.1 | |||||||||
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Total net sales |
$ | 3,616.7 | $ | 4,239.1 | $ | 4,219.9 | ||||||
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Operating profit (loss): |
||||||||||||
Rigid Industrial Packaging |
86.4 | 170.1 | 196.8 | |||||||||
Paper Packaging |
109.3 | 125.8 | 123.8 | |||||||||
Flexible Products & Services |
(36.6 | ) | (78.6 | ) | (11.7 | ) | ||||||
Land Management |
33.7 | 32.0 | 32.7 | |||||||||
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Total operating profit |
$ | 192.8 | $ | 249.3 | $ | 341.6 | ||||||
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Depreciation, depletion and amortization expense: |
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Rigid Industrial Packaging & Services |
$ | 94.0 | $ | 108.4 | $ | 107.4 | ||||||
Paper Packaging |
28.7 | 29.8 | 30.3 | |||||||||
Flexible Products & Services |
8.6 | 13.3 | 15.2 | |||||||||
Land Management |
3.3 | 4.3 | 4.7 | |||||||||
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Total depreciation, depletion and amortization expense |
$ | 134.6 | $ | 155.8 | $ | 157.6 | ||||||
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Capital Expenditures |
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Rigid Industrial Packaging & Services |
$ | 69.4 | $ | 73.8 | $ | 64.8 | ||||||
Paper Packaging |
56.4 | 38.9 | 21.7 | |||||||||
Flexible Products & Services |
3.2 | 4.9 | 14.0 | |||||||||
Land Management |
1.6 | 60.0 | 13.0 | |||||||||
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Total segment |
130.6 | 177.6 | 113.5 | |||||||||
Corporate and other |
10.7 | 17.1 | 31.9 | |||||||||
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Total capital expenditures |
$ | 141.3 | $ | 194.7 | $ | 145.4 | ||||||
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Assets: |
||||||||||||
Rigid Industrial Packaging & Services |
$ | 2,043.3 | $ | 2,334.1 | ||||||||
Paper Packaging |
444.0 | 408.3 | ||||||||||
Flexible Products & Services |
187.0 | 251.0 | ||||||||||
Land Management |
335.2 | 319.0 | ||||||||||
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Total Segment |
3,009.5 | 3,312.4 | ||||||||||
Corporate and other |
306.2 | 355.0 | ||||||||||
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Total Assets |
$ | 3,315.7 | $ | 3,667.4 | ||||||||
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The following geographic information is presented for each of the three years in the period ended October 31, 2015 (Dollars in millions):
2015 | 2014 | 2013 | ||||||||||
Net Sales |
||||||||||||
United States |
$ | 1,787.1 | $ | 1,905.8 | $ | 1,843.6 | ||||||
Europe, Middle East, and Africa |
1,287.2 | 1,596.2 | 1,610.6 | |||||||||
Asia Pacific and other Americas |
542.4 | 737.1 | 765.7 | |||||||||
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Total net sales |
$ | 3,616.7 | $ | 4,239.1 | $ | 4,219.9 | ||||||
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The following table presents properties, plants and equipment, net by geographic region (Dollars in millions):
2015 | 2014 | |||||||
Properties, plants and equipment, net |
|
|||||||
United States |
$ | 734.1 | $ | 716.5 | ||||
Europe, Middle East, and Africa |
335.4 | 402.8 | ||||||
Asia Pacific and other Americas |
148.2 | 189.0 | ||||||
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Total properites, plants and equipment, net |
$ | 1,217.7 | $ | 1,308.3 | ||||
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The following table provides the roll forward of accumulated other comprehensive income for the year ended October 31, 2015 (Dollars in millions):
Foreign Currency Translation |
Cash Flow Hedges | Minimum Pension Liability Adjustment |
Accumulated Other Comprehensive Loss |
|||||||||||||
Balance as of October 31, 2014 |
$ | (144.5 | ) | $ | (0.1 | ) | $ | (129.8 | ) | $ | (274.4 | ) | ||||
Other Comprehensive (Loss) Income Before Reclassifications |
(112.1 | ) | — | 9.0 | $ | (103.1 | ) | |||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
— | 0.1 | — | $ | 0.1 | |||||||||||
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Current-period Other Comprehensive (Loss) Income |
(112.1 | ) | 0.1 | 9.0 | $ | (103.0 | ) | |||||||||
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Balance as of October 31, 2015 |
$ | (256.6 | ) | $ | — | $ | (120.8 | ) | $ | (377.4 | ) | |||||
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The following table provides the roll forward of accumulated other comprehensive income for the year ended October 31, 2014 (Dollars in millions):
Foreign Currency Translation |
Cash Flow Hedges | Minimum Pension Liability Adjustment |
Accumulated Other Comprehensive Loss |
|||||||||||||
Balance as of October 31, 2013 |
$ | (56.9 | ) | $ | (0.6 | ) | $ | (95.1 | ) | $ | (152.6 | ) | ||||
Other Comprehensive (Loss) Income Before Reclassifications |
(87.6 | ) | 0.1 | (34.7 | ) | $ | (122.2 | ) | ||||||||
Amounts reclassified from Accumulated Other Comprehensive Loss |
— | 0.4 | — | $ | 0.4 | |||||||||||
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Current-period Other Comprehensive (Loss) Income |
(87.6 | ) | 0.5 | (34.7 | ) | $ | (121.8 | ) | ||||||||
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Balance as of October 31, 2014 |
$ | (144.5 | ) | $ | (0.1 | ) | $ | (129.8 | ) | $ | (274.4 | ) | ||||
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The quarterly results of operations for 2015 and 2014 are shown below (Dollars in millions, except per share amounts):
2015 |
January 31 | April 30 | July 31 | October 31 | ||||||||||||
Net sales |
$ | 902.3 | $ | 915.9 | $ | 930.0 | $ | 868.5 | ||||||||
Gross profit |
$ | 153.9 | $ | 181.1 | $ | 166.8 | $ | 168.0 | ||||||||
Net income(1) |
$ | 28.2 | $ | 20.5 | $ | 9.3 | $ | 9.2 | ||||||||
Net income attributable to Greif, Inc.(1) |
$ | 30.1 | $ | 20.8 | $ | 8.6 | $ | 12.4 | ||||||||
Earnings per share |
||||||||||||||||
Basic: |
||||||||||||||||
Class A Common Stock |
$ | 0.52 | $ | 0.35 | $ | 0.15 | $ | 0.21 | ||||||||
Class B Common Stock |
$ | 0.76 | $ | 0.53 | $ | 0.22 | $ | 0.32 | ||||||||
Diluted: |
||||||||||||||||
Class A Common Stock |
$ | 0.52 | $ | 0.35 | $ | 0.15 | $ | 0.21 | ||||||||
Class B Common Stock |
$ | 0.76 | $ | 0.53 | $ | 0.22 | $ | 0.32 | ||||||||
Earnings per share were calculated using the following number of shares: |
||||||||||||||||
Basic: |
||||||||||||||||
Class A Common Stock |
25,607,886 | 25,678,393 | 25,692,973 | 25,693,564 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Diluted: |
||||||||||||||||
Class A Common Stock |
25,617,814 | 25,688,653 | 25,698,547 | 25,701,264 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Market price (Class A Common Stock): |
||||||||||||||||
High |
$ | 45.94 | $ | 41.97 | $ | 41.65 | $ | 35.97 | ||||||||
Low |
$ | 36.43 | $ | 34.52 | $ | 29.43 | $ | 27.13 | ||||||||
Close |
$ | 36.43 | $ | 39.29 | $ | 30.20 | $ | 32.33 | ||||||||
Market price (Class B Common Stock): |
||||||||||||||||
High |
$ | 47.39 | $ | 45.89 | $ | 47.80 | $ | 47.97 | ||||||||
Low |
$ | 41.47 | $ | 40.40 | $ | 36.59 | $ | 33.42 | ||||||||
Close |
$ | 41.47 | $ | 45.89 | $ | 37.13 | $ | 37.98 |
(1) | We recorded the following significant transactions during the fourth quarter of 2015: (i) restructuring charges of $13.3 million, (ii) non-cash asset impairment charges of $23.6 million, (iii) loss on disposals of properties, plants, equipment, net of $2.3 million, and (iv) loss on disposals of businesses, net of $0.7 million. Refer to Form 10-Q filings, as previously filed with the SEC, for prior quarter significant transactions or trends. |
2014 |
January 31 | April 30 | July 31 | October 31 | ||||||||||||
Net sales |
$ | 1,001.5 | $ | 1,065.5 | $ | 1,124.0 | $ | 1,048.1 | ||||||||
Gross profit |
$ | 186.1 | $ | 204.3 | $ | 217.7 | $ | 202.9 | ||||||||
Net income (loss) (1) |
$ | 31.8 | $ | 37.1 | $ | 11.5 | $ | (35.5 | ) | |||||||
Net income attributable to Greif, Inc.(1) |
$ | 30.7 | $ | 38.4 | $ | 13.7 | $ | 8.7 | ||||||||
Earnings per share |
||||||||||||||||
Basic: |
||||||||||||||||
Class A Common Stock |
$ | 0.53 | $ | 0.65 | $ | 0.23 | $ | 0.15 | ||||||||
Class B Common Stock |
$ | 0.78 | $ | 0.98 | $ | 0.35 | $ | 0.22 | ||||||||
Diluted: |
||||||||||||||||
Class A Common Stock |
$ | 0.53 | $ | 0.65 | $ | 0.23 | $ | 0.15 | ||||||||
Class B Common Stock |
$ | 0.78 | $ | 0.98 | $ | 0.35 | $ | 0.22 | ||||||||
Earnings per share were calculated using the following number of shares: |
||||||||||||||||
Basic: |
||||||||||||||||
Class A Common Stock |
25,470,354 | 25,540,341 | 25,576,452 | 25,603,452 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Diluted: |
||||||||||||||||
Class A Common Stock |
25,495,642 | 25,560,846 | 25,581,952 | 25,554,934 | ||||||||||||
Class B Common Stock |
22,119,966 | 22,119,966 | 22,119,966 | 22,119,966 | ||||||||||||
Market price (Class A Common Stock): |
||||||||||||||||
High |
$ | 56.47 | $ | 54.98 | $ | 56.53 | $ | 50.85 | ||||||||
Low |
$ | 50.35 | $ | 47.91 | $ | 49.70 | $ | 41.75 | ||||||||
Close |
$ | 50.63 | $ | 54.19 | $ | 50.18 | $ | 44.06 | ||||||||
Market price (Class B Common Stock): |
||||||||||||||||
High |
$ | 60.00 | $ | 59.20 | $ | 61.09 | $ | 55.00 | ||||||||
Low |
$ | 51.10 | $ | 53.03 | $ | 53.06 | $ | 47.90 | ||||||||
Close |
$ | 55.51 | $ | 58.81 | $ | 53.62 | $ | 50.20 |
(1) | We recorded the following significant transactions during the fourth quarter of 2014: (i) restructuring charges of $5.6 million, (ii) non-cash asset impairment charges of $70.2 million, (iii) gain on disposals of properties, plants, equipment, net of $2.8 million, and (iv) gain on disposal of businesses, net of $21.2 million. Refer to Form 10-Q filings, as previously filed with the SEC, for prior quarter significant transactions or trends. |
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