GEF 10-K Annual Report Oct. 31, 2017 | Alphaminr
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GEF 10-K Fiscal year ended Oct. 31, 2017

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GREIF, INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 2 Acquisitions and DivestituresNote 3 Sale Of Non-united States Accounts ReceivableNote 4 Assets and Liabilities Held For Sale and Disposals Of Property, Plant and Equipment, NetNote 5 Goodwill and Other Intangible AssetsNote 6 Restructuring ChargesNote 7 Consolidation Of Variable Interest EntitiesNote 8 Long-term DebtNote 9 Financial Instruments and Fair Value MeasurementsNote 10 Stock-based CompensationNote 11 Income TaxesNote 12 Post Retirement Benefit PlansNote 13 Contingent Liabilities and Environmental ReservesNote 14 Earnings Per ShareNote 15 Equity Earnings Of Unconsolidated Affiliates, Net Of Tax and Net (income) Loss Attributable To Noncontrolling InterestsNote 16 LeasesNote 17 Business Segment InformationNote 18 Comprehensive Income (loss)Note 19 Quarterly Financial Data (unaudited)Note 20 Redeemable Noncontrolling InterestsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.2 Amendment to Amended and Restated Certificate of Incorporation of Greif, Inc. Definitive Proxy Statement on Form14A dated January27, 2003, File No.001-00566 (see ExhibitA therein). 3.3 Amendment to Amended and Restated Certificate of Incorporation of Greif, Inc. Quarterly Report on Form10-Q for the fiscal quarter ended April30, 2007, File No.001-00566 (see Exhibit3.1 therein). 3.4 SecondAmended and Restated By-Laws of Greif, Inc. Current Report on Form8-K dated August29, 2008, FileNo.001-00566 (see Exhibit99.2 therein) 3.5 Amendment of SecondAmended and Restated By-Laws of Greif, Inc. (effective November 1, 2011). Current Report on Form8-K dated November 2, 2011, FileNo. 001-00566 (see Exhibit99.2 therein) 3.6 Amendment of SecondAmended and Restated By-Laws of Greif, Inc. (effective September 3, 2013). Current Report on Form8-K dated September6, 2013, FileNo.001-00566 (see Exhibit99.3 therein) 4.1 Indenture dated as of February 9, 2007, among Greif, Inc., as Issuer, and U.S. Bank National Association, as Trustee, regarding 6-3/4% Senior Notes due 2017 Quarterly Report on Form10-Q for the fiscal quarter ended January 31, 2007, File No. 001-00566 (see Exhibit4.2 therein). 4.2 Indenture dated as of July28, 2009, among Greif, Inc., as Issuer, and U.S. Bank National Association, as Trustee, regarding 7-3/4% Senior Notes due 2019 Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2009, File No. 001-00566 (see Exhibit4(b) therein). 4.3 Indenture dated as of July15, 2011, among Greif Luxembourg Finance S.C.A., as Issuer, Greif, Inc. as Guarantor, The Bank of New York Mellon, as Trustee and Principal Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Transfer Agent, Registrar and Luxembourg Paying Agent, regarding 7.375% Senior Notes due 2021 Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011, File No. 001-00566 (see Exhibit99.3 therein). 10.3* Greif, Inc. Amended and Restated Directors Deferred Compensation Plan. Quarterly Report on Form10-Q for the fiscal quarter ended April30, 2006, File No.001-00566 (see Exhibit10.2 therein). 10.5* Second Amended and Restated Supplemental Executive Retirement Plan. Annual Report on Form10-K for fiscal year ended October 31, 2007, File No. 001-00566 (see Exhibit10(f) therein). 10.6* Greif, Inc. Amended and Restated Long-Term Incentive Plan. Quarterly Report on Form10-Q for the fiscal quarter ended April 30, 2006, File No. 001-00566 (see Exhibit10.1 therein). 10.7* Amendment No. 1 to Greif, Inc. Amended and Restated Long-Term Incentive Plan. Annual Report on Form 10-K for the fiscal year ended October 31, 2014, File No. 001-00566 (See Exhibit10.8 therein). 10.9* Amendment No. 1 to Greif, Inc. Performance-Based Incentive Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2011, File No. 001-00566 (See Exhibit10(i) therein). 10.10* Amendment No. 2 to Greif, Inc. Performance-Based Incentive Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2013, File No. 001-00566 (See Exhibit10.10 therein). 10.11* Amendment No. 3 to Greif, Inc. Performance-Based Incentive Compensation Plan Contained herein. 10.13* Amendment No. 1 to Greif, Inc. 2001 Management Equity Incentive and Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2011, File No. 001-00566 (See Exhibit10(k) therein). 10.16* 2005 Outside Directors Equity Award Plan Definitive Proxy Statement on FormDEF14A, FileNo.001-00566, filed with the Securities and Exchange Commission on January 21, 2005 (see Exhibit A therein). 10.17* Form of Stock Option Award Agreement for the 2005 Outside Directors Equity Award Plan of Greif, Inc. Registration Statement on Form S-8, File No.333-123133 (see Exhibit 4(c) therein). 10.18* Form of Restricted Share Award Agreement for the 2005 Outside Directors Equity Award Plan of Greif, Inc. Registration Statement on Form S-8, File No.333-123133 (see Exhibit 4(d) therein). 10.19* Amendment No. 1 to Greif, Inc. 2005 Outside Directors Equity Award Plan. Quarterly Report on Form 10-Q for the fiscal quarter ended January31, 2016, File No. 001-00566 (see Exhibit10.1 therein). 10.20* Greif, Inc. Nonqualified Deferred Compensation Plan Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008, File No. 001-00566 (see Exhibit10.CC therein). 10.21* Restricted Share Award Agreement under the 2001 Management Equity Incentive and Compensation Plan dated May 12, 2014, with Lawrence A. Hilsheimer Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2014, File No. 001-00566 (see Exhibit10.1 therein). 10.22 Credit Agreement dated November 3, 2016, among Greif, Inc., Greif International Holding B.V., Greif International Holding Supra C.V., Greif JART S..r.l., and Greif Luxembourg Holding S..r.l. , as borrowers, the lenders party thereto; JPMorgan Chase Bank, National Association, as administrative agent for the lenders; JPMorgan Chase Bank, National Association, Merrill Lynch, Pierce, Fenner& Smith Incorporated, and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers; Bank of America, N.A. and Wells Fargo Bank, National Association, as co-syndication agents; and KeyBank National Association, Citizens Bank of Pennsylvania, ING Bank N.V., U.S. Bank National Association and Cooperatieve Rabobank U.A., New York Branch, as co-documentation agents. Current Report on Form 8-K dated November7, 2016, FileNo.001-00566 (see Exhibit99.2 therein). 10.23 Second Amended and Restated Credit Agreement dated as of December 19, 2012 among Greif, Inc., Greif International Holding Supra C.V. and Greif International Holding B.V., as borrowers, with a syndicate of financial institutions, as lenders, Bank of America, N.A., as administrative agent and L/C issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, JP Morgan Securities LLC and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers, JP Morgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as co-syndication agents, and KeyBank National Association, Citizens Bank of Pennsylvania, ING Bank N.V. and U.S. Bank National Association, as co-documentation agents. Current Report on Form 8-K dated December20, 2012, FileNo. 001-00566 (see Exhibit99.2 therein). 10.24 Formation Agreement dated as of June14, 2010, by and among Greif, Inc. and Greif International Holding Supra C.V. and National Scientific Company Limited and Dabbagh Group Holding Company Limited. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010, File No. 001-00566 (see Exhibit 10.2 therein). 10.25 Joint Venture Agreement dated as of September 29, 2010, by and among Greif, Inc. and Greif International Holding Supra C.V. and Dabbagh Group Holding Company Limited and National Scientific Company Limited. Annual Report on Form 10-K for the fiscal year ended October 31, 2010, File No. 001-00566 (see Exhibit10(ee) therein). 10.26 Master Definitions Agreement dated as of April 27, 2012, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation, Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Coordination Center BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. (Master Definitions Agreement provides definitions for agreements listed as Exhibits 10.2, 10.3 and 10.4). Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2012, File No. 001-00566 (see Exhibit10.1 therein). 10.27 Performance and Indemnity Agreement dated as of April 27, 2012, by and among Greif, Inc., as Performance Indemnity Provider, Cooperage Receivables Finance B.V., as Main SPV, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Italian Intermediary, and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Committed Purchaser, Facility Agent and Funding Administrator. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2012, File No. 001-00566 (see Exhibit10.2 therein). 10.28 Nieuw Amsterdam Receivables Purchase Agreement dated as of April27, 2012, by and among Cooperage Receivables Finance B.V., as Main SPV, Nieuw Amsterdam Receivables Corporation, as Conduit Purchaser, Greif Coordination Center BVBA, as Master Servicer, Onward Seller and Originator Agent, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., as Italian Intermediary, and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Committed Purchaser, Facility Agent and Funding Administrator. Quarterly Report on Form 10-Q for the fiscal quarter ended April30, 2012, File No. 001-00566 (see Exhibit10.3 therein). 10.29 Subordinated Loan Agreement dated as of April 27, 2012, by and among Cooperage Receivables Finance B.V., as Main SPV, Greif Coordination Center BVBA, as Subordinated Lender, and Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. (trading as Rabobank International), London Branch, as Facility Agent, Funding Administrator and Main SPV Administrator. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2012, File No. 001-00566 (see Exhibit10.4 therein). 10.30* Defined Contribution Supplemental Executive Retirement Plan. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2013, File No. 001-00566 (see Exhibit10.1 therein). 10.31 Amended and Restated Transfer and Administration Agreement dated as of September 30, 2013, by and among Greif Receivables Funding LLC, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., Olympic Oil Ltd., Trilla-St. Louis Corporation, and PNC Bank, National Association, as a Committed Investor, a Managing Agent, an Administrator, and the Agent. Annual Report on Form 10-K for the fiscal year ended October 31, 2013, File No. 001-00566 (see Exhibit10.44 therein). 10.32 Amended and Restated Sale Agreement dated as of September 30, 2013, by and between Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., Olympic Oil Ltd., Trilla-St. Louis Corporation, each other entity from time to time party as an Originator, and Greif Receivables Funding LLC. Annual Report on Form10-K for the fiscal year ended October31, 2013, File No.001-00566 (see Exhibit10.45 therein). 10.33 Amendment Agreement dated April 20, 2015, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. Trading as Rabobank London, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation S. .R.L., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Services Belgium BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. (in connection with the Master Definitions Agreement dated April 27, 2012). Quarterly Report on Form10-Q for the fiscal quarter ended April30, 2015, File No. 001-00566 (see Exhibit10.1 therein). 10.34 Amendment and Restated Master Definition Agreement dated April20, 2015, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. Trading as Rabobank London, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation S. .R.L., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Services Belgium BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. Quarterly Report on Form 10-Q for the fiscal quarter ended April30, 2015, File No. 001-00566 (see Exhibit10.2 therein). 10.35 Amendment No. 1, dated as of December 1, 2015, to the Amended and Restated Transfer and Administration Agreement, dated as of September 30, 2013, by and among Greif Receivables Funding LLC, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., and Trilla-St. Louis Corporation, as originators, and PNC Bank, National Association, as a Committed Investor, Managing Agent and Administrator and the Agent. Current Report on Form 8-K dated December 7, 2015, FileNo.001-00566 (see Exhibit10.1 therein). 10.36 Amendment Agreement dated April 18, 2017, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. Trading as Rabobank London, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation S. .R.L., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Services Belgium BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. (in connection with the Master Definitions Agreement dated April 27, 2012 and as amended and restated April 20, 2015). Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, File No. 001-00566 (see Exhibit10.1 therein). 10.37 Amended and Restated Master Definition Agreement dated April 18, 2017, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. Trading as Rabobank London, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation S. .R.L., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Services Belgium BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, File No. 001-00566 (see Exhibit10.2 therein). 10.38 Amendment No. 2, dated as of March3, 2016, to the Amended and Restated Transfer and Administration Agreement, dated as of September30, 2013, by and among Greif Receivables Funding LLC, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., and Trilla-St. Louis Corporation, as originators, and PNC Bank, National Association, as a Committed Investor, Managing Agent and Administrator and the Agent. Current Report on Form 8-K dated March7, 2016, FileNo.001-00566 (see Exhibit10.1 therein). 10.39 Second Amended and Restated Sale Agreement dated September 28, 2016, by and between Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., and each other entity from time to time party hereto as an Originator, and Greif Receivables Funding LLC. Current Report on Form 8-K dated October4, 2016, FileNo.001-00566 (see Exhibit99.1 therein). 10.40 Second Amended and Restated Transfer and Administration Agreement dated September 28, 2016, by and among Greif Receivables Funding LLC, Greif Packaging LLC, as Initial Servicer, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., and each other entity from time to time party hereto as an originator, Cooperatieve Rabobank U.A., New York Branch, as a Committed Investor, a Managing Agent, an Administrator and the Agent, and the various investor groups, managing agents and administrators from time to time parties hereto. Current Report on Form 8-K dated October4, 2016, FileNo.001-00566 (see Exhibit99.2 therein). 10.41 Amendment No. 1, dated September 27, 2017, to the Second Amended and Restated Transfer and Administration Agreement, dated September 28, 2016, among Greif Receivables Funding LLC, as Seller, Greif Packaging LLC, as Servicer and an Originator, Delta Petroleum Company, Inc. and American Flange & Manufacturing Co., Inc., as Originators, The Bank of Tokyo-Mitsubishi UFJ Ltd., as a Committed Investor, a Managing Agent and an Administrator, and Cooperatieve Rabobank U.A., New York Branch, as a Committed Investor, a Managing Agent, an Administrator and the Agent. Contained herein 21 Subsidiaries of the Registrant. Contained herein. 23 Consent of Deloitte & Touche LLP. Contained herein. 24 Powers of Attorney for Michael J. Gasser, Vicki L. Avril, John F. Finn, John W. McNamara, Bruce A. Edwards, Daniel J. Gunsett, Judith D. Hook, Patrick J. Norton and Mark A. Emkes. Annual Report on Form 10-K for the fiscal year ended October 31, 2015, File No. 001-00566 (See Exhibit 24 therein). 31.1 Certification of Chief Executive Officer Pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934. Contained herein. 31.2 Certification of Chief Financial Officer Pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934. Contained herein. 32.1 Certification of Chief Executive Officer required by Rule13a-14(b) of the Securities Exchange Act of 1934 and Section1350 of Chapter 63 of Title 18 of the United States Code. Contained herein. 32.2 Certification of Chief Financial Officer required byRule13a-14(b) of the Securities Exchange Act of 1934 andSection 1350 of Chapter 63 of Title 18 of the United StatesCode. Contained herein.