UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 30, 20182019
Commission File Number 001-00566


logotagline10qp1a29.jpg

Greif, Inc.
(Exact name of registrant as specified in its charter)

Delaware31-4388903
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
425 Winter Road, Delaware, Ohio43015
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code (740) 549-6000
Not Applicable
Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer xAccelerated filer ¨
      
Non-accelerated filer 
¨  (Do not check if a smaller reporting company)
Smaller reporting company ¨
   Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨    
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Class A Common StockGEFNew York Stock Exchange
Class B Common StockGEF-BNew York Stock Exchange
The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on June 4, 2018:3, 2019:
Class A Common Stock25,941,27926,266,943 shares
Class B Common Stock22,007,725 shares
 

Item Page Page
  
1
2
3
4
  
  
1A
2
6


PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
April 30,
 Six Months Ended
April 30,
Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions, except per share amounts)2018 2017 2018 20172019 2018 2019 2018
Net sales$968.3
 $887.4
 $1,874.0
 $1,708.3
$1,213.3
 $968.3
 $2,110.3
 $1,874.0
Cost of products sold773.0
 705.5
 1,507.0
 1,363.1
964.6
 773.0
 1,688.8
 1,507.0
Gross profit195.3
 181.9
 367.0
 345.2
248.7
 195.3
 421.5
 367.0
Selling, general and administrative expenses102.7
 97.0
 206.5
 193.6
140.0
 102.7
 238.1
 206.3
Restructuring charges6.0
 5.1
 10.1
 4.8
7.5
 6.0
 11.2
 10.1
Acquisition-related costs13.8
 
 16.4
 0.2
Non-cash asset impairment charges0.4
 2.0
 3.3
 3.9

 0.4
 2.1
 3.3
Gain on disposal of properties, plants and equipment, net(1.5) (1.8) (6.1) (2.8)(4.9) (1.5) (5.8) (6.1)
Gain on disposal of businesses, net
 (1.9) 
 (1.4)
Loss on disposal of businesses, net1.7
 
 1.7
 
Operating profit87.7
 81.5

153.2

147.1
90.6
 87.7

157.8

153.2
Interest expense, net13.0
 14.3
 26.3
 33.0
33.9
 13.0
 45.6
 26.3
Pension settlement charge
 1.1
 
 24.6
Debt extinguishment charges21.9
 
 21.9
 
Other expense, net2.5
 3.2
 10.2
 6.8
2.3
 2.5
 2.1
 10.2
Income before income tax expense and equity earnings of unconsolidated affiliates, net72.2
 62.9
 116.7
 82.7
32.5
 72.2
 88.2
 116.7
Income tax expense21.1
 23.0
 5.5
 34.8
Income tax expense (benefit)11.5
 21.1
 31.5
 5.5
Equity earnings of unconsolidated affiliates, net of tax(0.8) 
 (0.8) 
(0.1) (0.8) (0.2) (0.8)
Net income51.9
 39.9
 112.0
 47.9
21.1
 51.9
 56.9
 112.0
Net income attributable to noncontrolling interests(6.8) (3.9) (10.4) (6.5)(7.5) (6.8) (13.6) (10.4)
Net income attributable to Greif, Inc.$45.1
 $36.0
 $101.6
 $41.4
$13.6
 $45.1
 $43.3
 $101.6
Basic earnings per share attributable to Greif, Inc. common shareholders:              
Class A Common Stock$0.77
 $0.61
 $1.73
 $0.71
Class B Common Stock$1.14
 $0.92
 $2.58
 $1.05
Class A common stock$0.23
 $0.77
 $0.74
 $1.73
Class B common stock$0.34
 $1.14
 $1.09
 $2.58
Diluted earnings per share attributable to Greif, Inc. common shareholders:              
Class A Common Stock$0.77
 $0.61
 $1.73
 $0.71
Class B Common Stock$1.14
 $0.92
 $2.58
 $1.05
Class A common stock$0.23
 $0.77
 $0.74
 $1.73
Class B common stock$0.34
 $1.14
 $1.09
 $2.58
Weighted-average number of Class A common shares outstanding:              
Basic25.9
 25.8
 25.9
 25.8
26.3
 25.9
 26.1
 25.9
Diluted25.9
 25.8
 25.9
 25.8
26.3
 25.9
 26.1
 25.9
Weighted-average number of Class B common shares outstanding:              
Basic22.0
 22.0
 22.0
 22.0
22.0
 22.0
 22.0
 22.0
Diluted22.0
 22.0
 22.0
 22.0
22.0
 22.0
 22.0
 22.0
Cash dividends declared per common share:              
Class A Common Stock$0.42
 $0.42
 $0.84
 $0.84
Class B Common Stock$0.63
 $0.63
 $1.25
 $1.25
Class A common stock$0.44
 $0.42
 $0.88
 $0.84
Class B common stock$0.66
 $0.63
 $1.31
 $1.25
See accompanying Notes to Condensed Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
Three Months Ended
April 30,
 Six Months Ended
April 30,
Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 20172019 2018 2019 2018
Net income$51.9
 $39.9
 $112.0
 $47.9
$21.1
 $51.9
 $56.9
 $112.0
Other comprehensive income (loss), net of tax:              
Foreign currency translation(26.3) 10.4
 12.1
 1.2
(14.7) (26.3) (9.5) 12.1
Derivative financial instruments1.4
 0.2
 5.3
 4.8
(10.0) 1.4
 (15.7) 5.3
Minimum pension liabilities2.7
 1.3
 1.8
 29.4
0.7
 2.7
 (0.1) 1.8
Other comprehensive income (loss), net of tax(22.2) 11.9
 19.2
 35.4
(24.0) (22.2) (25.3) 19.2
Comprehensive income29.7
 51.8
 131.2
 83.3
Comprehensive income (loss)(2.9) 29.7
 31.6
 131.2
Comprehensive income attributable to noncontrolling interests6.8
 3.3
 10.8
 4.2
(5.5) (6.8) (12.6) (10.8)
Comprehensive income attributable to Greif, Inc.$22.9
 $48.5
 $120.4
 $79.1
Comprehensive income (loss) attributable to Greif, Inc.$(8.4) $22.9
 $19.0
 $120.4
See accompanying Notes to Condensed Consolidated Financial Statements


GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions)April 30,
2018
 October 31,
2017
April 30,
2019
 October 31,
2018
ASSETS      
Current assets      
Cash and cash equivalents$108.2
 $142.3
$89.8
 $94.2
Trade accounts receivable, less allowance of $7.0 in 2018 and $8.9 in 2017463.4
 447.0
Trade accounts receivable, less allowance of $7.1 in 2019 and $4.2 in 2018704.8
 456.7
Inventories:      
Raw materials246.3
 192.1
285.5
 203.9
Work-in-process11.9
 11.5
13.6
 10.0
Finished goods94.7
 75.9
122.4
 75.6
Assets held for sale2.6
 2.2
5.3
 4.4
Prepaid expenses50.0
 35.3
51.7
 39.8
Other current assets111.5
 88.2
80.0
 92.1
1,088.6
 994.5
1,353.1
 976.7
Long-term assets      
Goodwill798.3
 785.4
1,522.6
 776.0
Other intangible assets, net of amortization90.7
 98.0
778.8
 80.6
Deferred tax assets13.7
 10.5
14.0
 7.9
Assets held by special purpose entities50.9
 50.9
50.9
 50.9
Pension asset12.1
 10.3
11.7
 10.4
Other long-term assets102.6
 94.3
93.9
 100.4
1,068.3
 1,049.4
2,471.9
 1,026.2
Properties, plants and equipment      
Timber properties, net of depletion274.2
 276.2
273.8
 274.2
Land100.8
 99.5
178.6
 96.4
Buildings435.9
 428.3
526.2
 431.4
Machinery and equipment1,553.5
 1,540.2
1,884.6
 1,554.9
Capital projects in progress104.5
 80.2
158.4
 117.2
2,468.9
 2,424.4
3,021.6
 2,474.1
Accumulated depreciation(1,279.0) (1,236.0)(1,336.2) (1,282.2)
1,189.9
 1,188.4
1,685.4
 1,191.9
Total assets$3,346.8
 $3,232.3
$5,510.4
 $3,194.8
See accompanying Notes to Condensed Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in millions)April 30,
2018
 October 31,
2017
April 30,
2019
 October 31,
2018
LIABILITIES AND SHAREHOLDERS' EQUITY      
Current liabilities      
Accounts payable$395.7
 $399.2
$473.8
 $403.8
Accrued payroll and employee benefits95.5
 111.8
107.5
 114.4
Restructuring reserves6.2
 5.2
7.0
 4.4
Current portion of long-term debt15.0
 15.0
83.8
 18.8
Short-term borrowings8.8
 14.5
6.9
 7.3
Other current liabilities145.9
 142.2
130.4
 121.5
667.1
 687.9
809.4
 670.2
Long-term liabilities      
Long-term debt1,020.5
 937.8
2,851.8
 884.1
Deferred tax liabilities152.2
 217.8
349.6
 179.8
Pension liabilities159.6
 159.5
138.8
 78.0
Postretirement benefit obligations11.7
 12.6
11.3
 10.7
Liabilities held by special purpose entities43.3
 43.3
43.3
 43.3
Contingent liabilities and environmental reserves7.2
 7.1
7.0
 6.8
Mandatorily redeemable noncontrolling interests8.7
 9.2
8.0
 8.6
Long-term income tax payable35.9
 
44.0
 46.1
Other long-term liabilities77.5
 78.1
86.5
 77.5
1,516.6
 1,465.4
3,540.3
 1,334.9
Commitments and contingencies (Note 12)   
Commitments and contingencies (Note 13)

 

Redeemable noncontrolling interests (Note 17)33.8
 31.5
24.3
 35.5
Equity      
Common stock, without par value150.3
 144.2
162.6
 150.5
Treasury stock, at cost(135.4) (135.6)(134.8) (135.4)
Retained earnings1,410.4
 1,360.5
1,460.2
 1,469.8
Accumulated other comprehensive income (loss), net of tax:      
Foreign currency translation(237.6) (249.3)(301.3) (292.8)
Derivative financial instruments11.0
 5.1
(2.3) 13.4
Minimum pension liabilities(112.2) (114.0)(97.8) (97.7)
Total Greif, Inc. shareholders' equity1,086.5
 1,010.9
1,086.6
 1,107.8
Noncontrolling interests42.8
 36.6
49.8
 46.4
Total shareholders' equity1,129.3
 1,047.5
1,136.4
 1,154.2
Total liabilities and shareholders' equity$3,346.8
 $3,232.3
$5,510.4
 $3,194.8
See accompanying Notes to Condensed Consolidated Financial Statements

GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended April 30, (in millions)
2018 20172019 2018
Cash flows from operating activities:      
Net income112.0
 $47.9
$56.9
 $112.0
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation, depletion and amortization64.1
 61.7
86.8
 64.1
Non-cash asset impairment charges3.3
 3.9
2.1
 3.3
Pension settlement charge
 24.6
Gain on disposals of properties, plants and equipment, net(6.1) (2.8)(5.8) (6.1)
Gain on disposals of businesses, net
 (1.4)
Loss on disposals of businesses, net1.7
 
Unrealized foreign exchange loss2.0
 2.1
1.1
 2.0
Deferred income tax benefit(69.6) (7.8)(11.8) (69.6)
Transition tax expense2.3
 35.9
Debt extinguishment charges13.9
 
Other, net0.6
 1.1
2.9
 0.6
Increase (decrease) in cash from changes in certain assets and liabilities:      
Trade accounts receivable(15.2) (36.9)13.3
 (15.2)
Inventories(68.0) (59.6)(31.2) (68.0)
Deferred purchase price on sold receivables(24.8) (21.7)(6.9) (24.8)
Accounts payable(2.0) 4.2
(25.1) (2.0)
Restructuring reserves0.9
 (2.3)2.2
 0.9
Pension and postretirement benefit liabilities(3.4) (1.7)(5.8) (3.4)
Other, net10.7
 4.2
(44.0) (25.2)
Net cash provided by operating activities4.5
 15.5
52.6
 4.5
Cash flows from investing activities:      
Acquisitions of companies, net of cash acquired(1,828.4) 
Purchases of properties, plants and equipment(56.3) (39.7)(63.6) (56.3)
Purchases of and investments in timber properties(4.9) (5.4)(2.3) (4.9)
Proceeds from the sale of properties, plants, equipment and other assets8.5
 7.3
10.6
 8.5
Proceeds from the sale of businesses1.4
 0.8
0.4
 1.4
Proceeds from insurance recoveries
 0.4
0.2
 
Net cash used in investing activities(51.3) (36.6)(1,883.1) (51.3)
Cash flows from financing activities:      
Proceeds from issuance of long-term debt533.8
 888.2
3,190.0
 533.8
Payments on long-term debt(463.7) (954.3)(1,228.6) (463.7)
Payment on current portion of long-term debt(18.8) 
Proceeds on short-term borrowings, net1.6
 
Payments on short-term borrowings, net(5.2) (13.9)
 (5.2)
Proceeds from trade accounts receivable credit facility2.8
 203.6
42.2
 2.8
Payments on trade accounts receivable credit facility(2.8) (53.6)(45.1) (2.8)
Long-term debt and credit facility financing fees paid
 (4.5)
Dividends paid to Greif, Inc. shareholders(49.3) (49.2)(51.8) (49.3)
Dividends paid to noncontrolling interests(3.4) (3.5)(8.3) (3.4)
Payments for debt extinguishment and issuance costs(44.1) 
Purchases of redeemable noncontrolling interest(11.9) 
Cash contribution from noncontrolling interest holder1.6
 
Net cash provided by financing activities12.2
 12.8
1,826.8
 12.2
Reclassification of cash to assets held for sale
 (5.9)
Effects of exchange rates on cash0.5
 (2.5)(0.7) 0.5
Net decrease in cash and cash equivalents(34.1) (16.7)(4.4) (34.1)
Cash and cash equivalents at beginning of period142.3
 103.7
94.2
 142.3
Cash and cash equivalents at end of period$108.2
 $87.0
$89.8
 $108.2
See accompanying Notes to Condensed Consolidated Financial Statements


GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
The fiscal year of Greif, Inc. and its subsidiaries (the “Company”) begins on November 1 and ends on October 31 of the following year. Any references to the year 20182019 or 2017,2018, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year.year, unless otherwise stated.
The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheets as of April 30, 20182019 and October 31, 2017,2018, the interim condensed consolidated statements of income and comprehensive income for the three and six months ended April 30, 2019 and 2018 and 2017 and the interim condensed consolidated statements of cash flows for the six months ended April 30, 20182019 and 20172018 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling influence and are accounted for using either the equity or cost method, as appropriate.
The unaudited interim condensed consolidated financial statements included in the Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 20172018 (the “2017“2018 Form 10-K”).
Newly Adopted Accounting Standards
In March 2017,May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-07, "Compensation - Retirement Benefits (Topic 715)," which provides additional guidance in Accounting Standards Codification ("ASC") 715 for the presentation of net periodic benefit cost related to pension and post retirement benefits in the income statement and on the components eligible for capitalization in assets. This ASU requires the reporting of the service cost component to be in the same line item as other compensation costs arising from services rendered by the pertinent employees. Also, the other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This update also allows only the service cost component to be eligible for capitalization when applicable. The update is effective for the Company on November 1, 2018 using a retrospective approach for the presentation of the service cost component and the other components of net periodic pension cost and net periodic post-retirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic post-retirement benefit in assets. The Company early adopted ASU 2017-07 on November 1, 2017 using a retrospective approach for each period presented. The impact of adoption for the three and six months ended April 30, 2018 was $1.8 million and $3.6 million, respectively, of net periodic benefit costs, other than the service cost components, being recorded in the line item other expense, net in the condensed consolidated statements of income. For the three and six month periods ended April 30, 2017, $1.1 million and $24.6 million, respectively, of pension settlement charges previously presented within operating profit has been presented outside of operating profit in the condensed consolidated statement of income due to the retrospective adoption of this ASU. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures other than the impacts discussed above.
In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815)," which amends the accounting and disclosure requirements in ASC 815, "Derivatives and Hedging." The objective of this ASU is to improve transparency and reduce the complexity of hedge accounting. This ASU eliminates the separate recognition of periodic hedge ineffectiveness for cash flow and net investment hedges. The update is effective for the Company on November 1, 2019 using a modified retrospective approach and early adoption is permitted. The Company early adopted ASU 2017-12 on November 1, 2017 using a modified retrospective approach, which resulted in a reclassification of $0.6 million loss out of accumulated other comprehensive income (loss), net of tax and into retained earnings related to elimination of the cumulative ineffectiveness of cash flow hedges at the adoption date.

The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures other than the impact discussed above.
Recently Issued Accounting Standards
In May 2014, the FASB issued ASU 2014-09, “Revenue"Revenue from Contracts with Customers (Topic 606)," which supersedes the revenue recognition requirements in ASC 605, Revenue"Revenue Recognition." This ASU is based on the principle thatnew revenue is recognizedstandard introduces a five-step revenue recognition model in which an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The ASUnew revenue standard also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The update is effective forCompany adopted the CompanyASU, and all of the related amendments, using the modified retrospective method on November 1, 2018 using one2018. The adoption of two retrospective application methods. The Company is in the process of determiningASU and related amendments did not impact the potential impact of adopting the new revenue standards including conducting internal training sessions and reviewing global revenue surveys and key revenue contracts. The Company anticipates that the impact of adoption will be limited to expanded disclosures with no material impact on itsCompany’s financial position, results of operations, comprehensive income, cash flows or disclosures other than as discussed above and disclosed within Note 2 to the interim condensed consolidated financial statements. Additionally, no cumulative effect adjustment was recorded to opening retained earnings as of November 1, 2018. Based on current operations, the Company does not expect a material impact on an ongoing basis as a result of the adoption of the new standard. See Note 2 to the interim condensed consolidated financial statements for additional disclosures related to revenue from contracts with customers.
In August of 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)," which amends the classification of certain cash receipts and cash payments on the statement of cash flows. This update clarifies guidance on eight specific cash flow items. The ASU requires the beneficial interests obtained through securitization of financial assets be disclosed as a non-cash activity and cash receipts from beneficial interests be classified as cash inflows from investing activities. Under previous guidance, the Company classified cash receipts from beneficial interests in securitized receivables and cash payments resulting from debt prepayment or extinguishment as cash flows from operating activities. The amendments in this update are required to be applied using a retrospective approach, excluding amendments for which retrospective application is impractical. On November 1, 2018, the Company adopted the provisions of ASU 2016-15 on a retrospective basis with the exception of the Company's beneficial interests obtained through securitization of financial assets, for which the Company adopted this update on a prospective basis due to the impracticality of the retrospective basis. The adoption of this update did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures for the periods presented.

In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)," which improves the accounting for income tax consequences of intra-entity transfers of assets other than inventory. This update requires transferring entities to recognize a current tax expense or benefit at the time of transfer and receiving entities to recognize a corresponding deferred tax asset or liability. The Company adopted this standard on November 1, 2018 using a modified retrospective approach. The adoption of this update resulted in a reclassification of approximately $15.1 million from "Prepaid Tax Assets" to "Retained Earnings", offset by the establishment of a deferred tax asset of $13.0 million for a net impact on retained earnings of $2.1 million as of November 1, 2018. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures, other than the impact discussed above.
In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business," which narrows the existing definition of a business and provides a framework for evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or a business. The ASU requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities (collectively, the set) is not a business. To be considered a business, the set would need to include an input and a substantive process that together significantly contribute to the ability to create outputs. The standard also narrows the definition of outputs. The definition of a business affects areas of accounting such as acquisitions, disposals and goodwill. Under the new guidance, fewer acquired sets are expected to be considered businesses. The Company adopted this standard effective November 1, 2018 on a prospective basis. The Company applied this guidance to its acquisition of Caraustar Industries, Inc. ("Caraustar"), which qualified as a business combination. See Note 3 to the interim condensed consolidated financial statements for additional disclosures related to this acquisition. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures other than the impact discussed above.
Recently Issued Accounting Standards
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," which amends the lease accounting and disclosure requirements in ASC 840, "Leases"."Leases." The objective of this update is to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about lease arrangements. This ASU will require the recognition of lease assets and lease liabilities for those leases classified as operating leases under previous GAAP. In July 2018, the FASB issued ASU 2018-11, "Leases (Topic 842): Targeted Improvements (ASU 2018-11)," which permits companies to initially apply the new leases standard at the adoption date and not restate periods prior to adoption. The update is effective for the Company plans to adopt ASU 2018-11 on November 1, 2019, usingand as a modified retrospective approach.result, will not adjust its comparative period financial information or make the new required lease disclosures for periods before the effective date. The Company is currently in the process of collecting and evaluating all of its leases, which primarily consist of equipment and real estate leases, as well as implementing a technology tool to assist with the accounting and reporting requirements of the new standard. The Company also plans to update its processes and controls around leases. The Company will adopt the standard effective November 1, 2019 and expects to elect certain available transitional practical expedients. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures.
In August of 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230)," which amends the classification of certain cash receiptsdisclosures, but does expect to recognize a significant liability and cash payments on the statement of cash flows. The update is effective for the Company on November 1, 2018 and early adoption is permitted, including any interim period. The update should be applied using a retrospective approach, excluding amendments for which retrospective application is impractical. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flows and disclosures.
In October 2016, the FASB issued ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)," which improves the accounting for income tax consequences of intra-entity transfers of assets other than inventory. The update is effective for the Company on November 1, 2018 using a modified retrospective approach 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 flows and disclosures.corresponding asset associated with in-scope operating leases.
NOTE 2 — REVENUE
The Company generates substantially all of its revenue by providing its customers with industrial packaging products serving a variety of end markets. The Company may enter into fixed term sale agreements, including multi-year master supply agreements which outline the terms under which the Company does business. The Company also sells to certain customers solely based on purchase orders. As master supply agreements do not typically include fixed volumes, customers generally purchase products pursuant to purchase orders or other communications that are short-term in nature. The Company has concluded for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement.
A performance obligation is considered an individual unit sold. Contracts or purchase orders with customers could include a single type of product or it could include multiple types or specifications of products. Regardless, the contracted price with the customer is agreed at the individual product level outlined in the customer contracts or purchase orders. The Company does not bundle prices. Negotiations with customers are based on a variety of factors including the level of anticipated contractual volume, geographic location, complexity of the product, key input costs and a variety of other factors. The Company has concluded that prices negotiated with each individual customer are representative of the stand-alone selling price of the product.
The Company typically satisfies the obligation to provide packaging to customers at a point in time when control is transferred to customers. The point in time when control of goods is transferred is largely dependent on delivery terms. Revenue is recorded at the time of shipment for delivery terms designated shipping point. For sales transactions designated destination, revenue is recorded when the product is delivered to the customer’s delivery site. Purchases by the Company’s customers are generally

manufactured and shipped with minimal lead time; therefore, performance obligations are generally settled shortly after manufacturing and shipment.
The Company manufactures certain products that have no alternative use to the Company once they are printed or manufactured to customer specifications; however, in the majority of cases, the Company does not have an enforceable right to payment that includes a reasonable profit for custom products at all times in the manufacturing process, and therefore revenue is recognized at the point in time at which control transfers. As revenue recognition is dependent upon individual contractual terms, the Company will continue its evaluation of any new or amended contracts entered into.
Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring goods or providing services. Standalone selling prices for each performance obligation are generally stated in the contract. When the Company offers variable consideration in the form of volume rebates to customers, it estimates the amount of revenue to which it is expected to be entitled to based on contract terms and historical experience of actual results, and includes the estimate in the transaction price, limited to the amount which is probable will not result in reversal of cumulative revenue recognized when the variable consideration is resolved. The Company provides prompt pay discounts to certain customers if invoices are paid within a predetermined period. Prompt payment discounts are treated as a reduction of revenue and are determinable within a short period of the sale.
Contract Balances
Contract liabilities relate primarily to prepayments received from the Company’s customers before revenue is recognized and before volume rebates to customers. These amounts are included in other current liabilities in the interim condensed consolidated balance sheets. The Company does not have any material contract assets.
Practical Expedients
The Company’s contracts generally include standard commercial payment terms generally acceptable in each region. Customer payment terms are typically less than one year and as such, the Company has applied the practical expedient to exclude consideration of significant financing components from the determination of transaction price.
Taxes collected from customers and remitted to governmental authorities are excluded from net sales.
Costs to obtain a contract are generally immaterial, but the Company has elected the practical expedient to expense these costs as incurred if the amortization period of the capitalized cost would be one year or less.
The Company has applied the practical expedient to exclude disclosure of remaining performance obligations as the Company's contracts typically have a term of one year or less.
Freight charged to customers is included in net sales in the income statement. For shipping and handling activities performed after a customer obtains control of the goods, the Company has elected to account for these costs as activities to fulfill the promise to transfer the goods; therefore, these activities are not assessed as separate performance obligations.
Disaggregation of Revenues
The Company's contracts with customers are broadly similar in nature throughout its reportable segments, but the amount, timing and uncertainty of revenue and cash flows may vary in each reportable segment due to geographic factors. See Note 16 to the interim condensed consolidated financial statements for additional disclosures of revenue disaggregated by geography for each reportable segment.
NOTE 3— ACQUISITIONS AND DIVESTITURES
Acquisitions
On February 11, 2019, the Company completed its acquisition of Caraustar (the "Caraustar Acquisition"), a leader in the production of uncoated recycled paperboard and coated recycled paperboard, with a variety of applications that include tubes and cores and a diverse mix of specialty products. The total purchase price for this acquisition, net of cash acquired was $1,834.9 million. The Company incurred transaction costs of $62.0 million to complete this acquisition. Of this amount, $35.2 million was recognized in the condensed consolidated statements of income as of April 30, 2019 and the remaining $26.8 million in transaction costs was capitalized in accordance with ASC 470, "Debt", and is presented as part of the condensed consolidated balance sheets as of April 30, 2019. Income statement impacts included $12.0 million, in the Acquisition-Related Costs financial statement line item, $21.9 million in the and Debt Extinguishment Charges financial statement line item, and $1.3 million in the Interest Expense financial

statement line item for the portion of the capitalized costs amortized through April 30, 2019. Balance sheet impacts includes $17.9 million within Long-Term Debt and $8.9 million within Other Long-Term Assets.
The following table summarizes the consideration transferred to acquire Caraustar and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date.
(in millions) 
Fair value of consideration transferred 
Cash consideration$1,834.9
  
Recognized amounts of identifiable assets acquired and liabilities assumed 
Accounts receivable147.0
Inventories103.9
Prepaid and other current assets21.5
Intangibles717.1
Other long-term assets1.3
Properties, plants and equipment521.3
Total assets acquired1,512.1
  
Accounts payable(99.5)
Accrued payroll and employee benefits(42.9)
Other current liabilities(21.8)
Long-term deferred tax liability(185.7)
Pension and postretirement obligations(67.1)
Other long-term liabilities(12.7)
Total liabilities assumed(429.7)
Total identifiable net assets$1,082.4
Goodwill$752.5

The Company recognized goodwill related to this acquisition of $752.5 million. The goodwill recognized in this acquisition is attributable to the acquired assembled workforce, expected synergies, and economies of scale, none of which qualify for recognition as a separate intangible asset. Caraustar will be reported within the Paper Packaging & Services segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes.
Acquired property, plant and equipment will be depreciated over its estimated remaining useful lives on a straight-line basis.
The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the follow-on revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair value of the trade name intangible assets were determined utilizing the relief from royalty method which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade names and discounted to present value using an appropriate discount rate. 
Acquired intangible assets will be amortized over the estimated useful lives, primarily on a straight-line basis. The following table summarizes the preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired:

(in millions)Preliminary Fair ValueWeighted Average Estimated Useful Life
Customer relationships$700.0
15.0
Trademarks15.0
3.0
Other2.1
1.2
Total intangible assets$717.1
 
The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed, including income taxes and contingencies. The Company expects to finalize these amounts within one year of the acquisition date. The estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition. 
Caraustar's results of operations have been included in the Company's financial statements for the period subsequent to the acquisition date of February 11, 2019. Caraustar contributed net sales of $293.3 million and net income attributable to Greif, Inc. of $7.7 million for the three and six months ended April 30, 2019.
The following unaudited supplemental pro forma data presents consolidated information as if the acquisition had been completed on November 1, 2017. These amounts were calculated after adjusting Caraustar's results to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2017, the adjusted tax expense, and related transaction costs of $35.2 million. These adjustments also include an additional charge of $9.0 million in the six month period ended April 30, 2018 for the fair value adjustment for inventory acquired.
 Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions, except per share amounts)2019 2018 2019 2018
Pro forma net sales$1,244.8
 $1,302.2
 $2,474.0
 $2,517.2
Pro forma net (loss) income attributable to Greif, Inc.$7.2
 $39.4
 $28.0
 $46.0
Basic earnings per share attributable to Greif, Inc. common shareholders:       
Class A common stock$0.12
 $0.67
 $0.48
 $0.79
Class B common stock$0.18
 $1.00
 $0.71
 $1.17
Diluted earnings per share attributable to Greif, Inc. common shareholders:       
Class A common stock$0.12
 $0.67
 $0.48
 $0.79
Class B common stock$0.18
 $1.00
 $0.71
 $1.17
The unaudited supplemental pro forma financial information is based on the Company's preliminary assignment of purchase price and therefore subject to adjustment upon finalizing the purchase price assignment. The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results.
Divestitures
For the six months ended April 30, 2019, the Company completed one divestiture of a non-U.S. business in the Rigid Industrial Packaging & Services segment, liquidated one non-strategic non-U.S. business in the Rigid Industrial Packaging & Services segment, and deconsolidated one wholly-owned non-U.S. business in the Rigid Industrial Packaging & Services segment. The loss on disposal of businesses was $1.7 million for the six months ended April 30, 2019. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the six months ended April 30, 2019 were $0.8 million. The Company has $2.4 million of notes receivable recorded from the sale of businesses.
For the six months ended April 30, 2018 , the Company completed no divestitures and no acquisitions.divestitures. Proceeds from divestitures that were completed in fiscal year 2017 and collected during the six months ended April 30, 2018 were $0.5 million. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the six months ended April 30, 2018 were $0.9 million. The Company has $2.9 million of notes receivable recorded from the sale of businesses.
For
None of the six months ended April 30, 2017, the Company completed no materialabove-referenced divestitures in 2019 or acquisitions, deconsolidated two nonstrategic businesses, and liquidated one non-U.S. nonstrategic business. The Company deconsolidated one nonstrategic business2018 qualified as discontinued operations as they do not, individually or in the Flexible Products & Services segment duringaggregate, represent a strategic shift that has had a major impact on the first quarter of 2017, and one nonstrategic business in the Rigid Industrial Packaging & Services segment during the second quarter of 2017. The Company liquidated one non-U.S. nonstrategic business in the Rigid Industrial Packaging & Services segment during the second quarter of 2017. The gain on disposal of businesses was $1.4 million for the six months ended April 30, 2017. Proceeds from divestitures completed in fiscal year 2015 and collected during the six months ended April 30, 2017 were $0.8 million.Company's operations or financial results.
NOTE 34 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE
During the first quarter of 2019, a parent-level guarantee was added to the European RPA and the Singapore RPA (as such terms are defined below). As a result, the $109.4 million of receivables outstanding under the European RPA and the Singapore RPA as of April 30, 2019 is reported as long-term debt in the interim condensed consolidated balance sheet because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.
In 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 18, 2017,17, 2019, the Main SPV and Seller amended and extended the term of the existing European RPA.RPA through April 17, 2020. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($121.0111.5 million as of April 30,

2018) 2019). Under the terms of the European RPA, the Company has the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable.
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 indirect wholly-owned subsidiaries of the Company under a factoring agreement. ThePrior to November 1, 2018, the structure of the transactions provideprovided for a legal true sale, on a revolving basis, of the receivables transferred from the Company's various subsidiaries to the respective Purchasing Bank Affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and the Company continues to recognize the deferred purchase price in prepaid expenses and other current assets or other current liabilities. 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 ($11.311.0 million as of April 30, 2018)2019).
Under the terms of the Singapore RPA, the Company has agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.
The table below contains certain information relatedPrior to November 1, 2018, the Company’sCompany removed from accounts receivable sales programs:
 Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 2017
European RPA       
Gross accounts receivable sold to third party financial institution$186.4
 $176.5
 $350.3
 $314.1
Cash received for accounts receivable sold under the programs165.2
 156.2
 310.8
 278.2
Deferred purchase price related to accounts receivable sold21.2
 20.3
 39.5
 35.9
Loss associated with the programs0.1
 0.1
 0.1
 0.2
Expenses associated with the programs
 
 
 
        
Singapore RPA       
Gross accounts receivable sold to third party financial institution$16.3
 $15.1
 $27.1
 $25.0
Cash received for accounts receivable sold under the program14.0
 13.7
 22.9
 21.7
Deferred purchase price related to accounts receivable sold2.4
 1.3
 4.3
 3.2
Loss associated with the program
 
 
 
Expenses associated with the program
 
 
 
        
Total RPAs and Agreements       
Gross accounts receivable sold to third party financial institution$202.7
 $191.6
 $377.4
 $339.1
Cash received for accounts receivable sold under the program179.2
 169.9
 333.7
 299.9
Deferred purchase price related to accounts receivable sold23.6
 21.6
 43.8
 39.1
Loss associated with the program0.1
 0.1
 0.1
 0.2
Expenses associated with the program
 
 
 

The table below contains certain information related to the Company’s accounts receivable sales programsamount of proceeds received from the initial purchase price since they met the applicable criteria of ASC 860, “Transfers and Servicing,” and the impact it has onCompany continued to recognize the condensed consolidated balance sheets:
(in millions)April 30,
2018
 October 31,
2017
European RPA   
Accounts receivable sold to and held by third party financial institution$134.9
 $116.3
Deferred purchase price asset (liability) related to accounts receivable sold19.8
 (4.2)
    
Singapore RPA   
Accounts receivable sold to and held by third party financial institution$6.4
 $3.8
Deferred purchase price asset related to accounts receivable sold0.9
 0.5
    
Total RPAs and Agreements   
Accounts receivable sold to and held by third party financial institution$141.3
 $120.1
Deferred purchase price asset (liability) related to accounts receivable sold20.7
 (3.7)
The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses andin other current assets or other current liabilities on the Company’s interim condensed consolidated balance sheets, and was initially recorded at an amount which approximates its fair value dueas appropriate. The receivables were sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the short-term nature of these items.banks between settlement dates. The cash initially received, initially andalong with the deferred purchase price, relaterelated to the sale or ultimate collection of the underlying receivables and arewas not subject to significant other risks given their short term nature; therefore,nature. Therefore, the Company reflectsreflected all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s interim condensed consolidated statements of cash flows.
Additionally, theThe Company performs collections and administrative functions on the receivables, sold,related to the both the European RPA and Singapore RPA, similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA and the Singapore RPA.receivables. The servicing liability for these receivables is not material to the interim condensed consolidated financial statements.
NOTE 45 — ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET
As of April 30, 2018,2019, there were three asset groups within the Rigid Industrial Packaging & Services segment classified as assets held for sale, one asset group within the Paper Packaging & Services segment classified as assets held for sale, and two Corporate asset groups classified as assets held for sale. The assets held for sale are being marketed for sale, and it is the Company’s intention to complete the sales within twelve months following their initial classification as held for sale.
As of October 31, 2018, there were two asset groups in the Rigid Industrial Packaging & Services segment classified as assets held for sale and one asset group within the Paper Packaging & Services segment classified as assets held for sale. The

For the three months ended April 30, 2019, the Company recorded a gain on disposal of properties, plants and equipment, net of $4.9 million. This included disposals of assets held for sale are being marketed for sale, and it is the Company’s intention to complete the sales of these assets within twelve months following their initial classification as held for sale.
As of October 31, 2017, there were two asset groups in the Rigid Industrial Packaging & Services segment classified asthat resulted in losses of $0.1 million, disposals of assets in the Paper Packaging & Services segment that resulted in losses of $0.1 million, and liabilities held for sale.disposals of assets in the Flexible Packaging & Services segment that resulted in gains of $5.1 million. The Company has $3.4 million of notes receivable recorded from the sale of properties, plants and equipment.
For the six months ended April 30, 2019, the Company recorded a gain on disposal of properties, plants and equipment, net of $5.8 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.2 million, disposals of assets in the Flexible Packaging & Services segment that resulted in gains of $5.1 million, and special use property sales that resulted in gains of $0.5 million in the Land Management segment.
For the three months ended April 30, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.5 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $1.1 million and special use property sales that resulted in gains of $0.4 million in the Land Management segment.
For the six months ended April 30, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $6.1 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $4.5 million and special use property sales that resulted in gains of $1.6 million in the Land Management segment.
For the three months ended April 30, 2017, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.8 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.3 million and special use property sales that resulted in gains of $1.5 million in the Land Management segment.
For the six months ended April 30, 2017, the Company recorded a gain on disposal of properties, plants and equipment, net of $2.8 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.9 million and special use property sales that resulted in gains of $1.9 million in the Land Management segment.

NOTE 56 — GOODWILL AND OTHER INTANGIBLE ASSETS
The following table summarizes the changes in the carrying amount of goodwill by segment for the six month periodmonths ended April 30, 2018:2019:
(in millions)
Rigid
Industrial
Packaging
& Services
 
Paper
Packaging
& Services
 Total
Rigid
Industrial
Packaging
& Services
 
Paper
Packaging
& Services
 Total
Balance at October 31, 2017$725.9
 $59.5
 $785.4
Balance at October 31, 2018$716.5
 $59.5
 $776.0
Goodwill acquired
 752.5
 752.5
Currency translation12.9
 
 12.9
(5.9) 
 (5.9)
Balance at April 30, 2018$738.8
 $59.5
 $798.3
Balance at April 30, 2019$710.6
 $812.0
 $1,522.6
The Caraustar Acquisition added $752.5 million of goodwill to the Paper Packaging & Services segment. See Note 3 to the interim condensed consolidated financial statements for additional disclosure of goodwill added by Caraustar Acquisition.
The following table summarizes the carrying amount of net other intangible assets by class as of April 30, 20182019 and October 31, 2017:2018:
(in millions)
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
April 30, 2018:     
April 30, 2019:     
Indefinite lived:          
Trademarks and patents$13.6
 $
 $13.6
$13.2
 $
 $13.2
Definite lived:          
Customer relationships$167.1
 $103.1
 $64.0
861.0
 120.6
 740.4
Trademarks and patents11.4
 5.1
 6.3
Trademarks, patents and trade names25.8
 6.4
 19.4
Non-compete agreements0.9
 0.1
 0.8
Other24.2
 17.4
 6.8
22.0
 17.0
 5.0
Total$216.3
 $125.6
 $90.7
$922.9
 $144.1
 $778.8
     
October 31, 2017:     
Indefinite lived:     
Trademarks and patents$13.4
 $
 $13.4
Definite lived:     
Customer relationships$170.2
 $99.7
 $70.5
Trademarks and patents11.6
 4.9
 6.7
Other23.4
 16.0
 7.4
Total$218.6
 $120.6
 $98.0


(in millions)
Gross
Intangible
Assets
 
Accumulated
Amortization
 
Net
Intangible
Assets
October 31, 2018:     
Indefinite lived:     
Trademarks and patents$13.3
 $
 $13.3
Definite lived:     
Customer relationships162.2
 105.8
 56.4
Trademarks and patents10.9
 5.1
 5.8
Other21.2
 16.1
 5.1
Total$207.6
 $127.0
 $80.6
Amortization expense for the three months ended April 30, 2019 and 2018 and 2017 was $3.9$14.7 million and $3.1$3.9 million, respectively. Amortization expense for the six months ended April 30, 2019 and 2018 and 2017 was $7.7$18.4 million and $6.9$7.7 million, respectively. Amortization expense for the next five years is expected to be $15.5 million in 2018, $15.2$52.5 million in 2019, $14.6$66.5 million in 2020, $12.9$64.1 million in 2021, and $8.9$56.8 million in 2022.2022 and $54.1 million in 2023.
The Caraustar Acquisition added $717.1 million of intangibles to the Paper Packaging & Services segment. See Note 3 to the interim condensed consolidated financial statements for additional disclosure of intangibles added by the Caraustar Acquisition.
Definite lived intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually, legally determined, or over the period a market participant would benefit from the asset.

NOTE 67 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the six month periodmonths ended April 30, 2018:2019:
(in millions)
Employee
Separation
Costs
 
Other
Costs
 Total
Employee
Separation
Costs
 
Other
Costs
 Total
Balance at October 31, 2017$3.9
 $1.3
 $5.2
Balance at October 31, 2018$4.2
 $0.2
 $4.4
Costs incurred and charged to expense8.3
 1.8
 10.1
10.5
 0.7
 11.2
Costs paid or otherwise settled(6.7) (2.4) (9.1)(8.2) (0.4) (8.6)
Balance at April 30, 2018$5.5
 $0.7
 $6.2
Balance at April 30, 2019$6.5
 $0.5
 $7.0
The focus for restructuring activities in 20182019 is to optimize and integrate operations in the Paper, Packaging and Services segment related to the Caraustar Acquisition and continue to rationalize operations and close underperforming assets in the Rigid Industrial Packaging & Services and Flexible Products & Services segments.
During the three months ended April 30, 2018,2019, the Company recorded restructuring charges of $6.0$7.5 million, as compared to $5.1$6.0 million of restructuring charges recorded during the three months ended April 30, 2017.2018. The restructuring activity for the three months ended April 30, 20182019 consisted of $5.5$7.0 million in employee separation costs and $0.5 million in other restructuring costs.
During the six months ended April 30, 2018,2019, the Company recorded restructuring charges of $10.1$11.2 million, which comparesas compared to $4.8$10.1 million of restructuring charges recorded during the six months ended April 30, 2017.2018. The restructuring activity for the six months ended April 30, 20182019 consisted of $8.3$10.5 million in employee separation costs and $1.8$0.7 million in other restructuring costs.
The following is a reconciliation of the total amounts expected to be incurred from approved restructuring plans or plans that are being formulated and have not been announced as of the date of this Form 10-Q. Remaining amounts expected to be incurred are $15.4$24.4 million as of April 30, 20182019 compared to $14.9$12.0 million as of October 31, 2017.2018. The change was due to the costs incurred or otherwise settled, offset by the formulations of new plans during the period.

(in millions)
Total Amounts
Expected to
be Incurred
 Amounts Incurred During the six month period ended April 30, 2018 
Amounts
Remaining
to be Incurred
Total Amounts
Expected to
be Incurred
 Amounts Incurred During the six months ended April 30, 2019 
Amounts
Remaining
to be Incurred
Rigid Industrial Packaging & Services          
Employee separation costs$19.1
 $8.0
 $11.1
$24.5
 $7.3
 $17.2
Other restructuring costs4.8
 1.7
 3.1
6.7
 0.7
 6.0
23.9
 9.7
 14.2
31.2
 8.0
 23.2
Flexible Products & Services          
Employee separation costs0.7
 0.3
 0.4

 
 
Other restructuring costs0.9
 0.1
 0.8
1.2
 
 1.2
1.6
 0.4
 1.2
1.2
 
 1.2
Paper Packaging & Services     
Employee separation costs3.1
 3.1
 
Other restructuring costs
 
 
$25.5
 $10.1
 $15.4
3.1
 3.1
 
Land Management     
Employee separation costs0.1
 0.1
 
Other restructuring costs
 
 
0.1
 0.1
 
$35.6
 $11.2
 $24.4

NOTE 78 — CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIEs quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIEs for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.
Significant Nonstrategic Timberland TransactionsPaper Packaging Joint Venture
In 2005,2018, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the Company sold certain timber properties to Plum Creek Timberlands, L.P. (“Plum Creek”“Paper Packaging JV” or "PPS VIE") inwith a series of transactions that includedthird party. The Paper Packaging JV has been consolidated into the creation of two separate legal entities that are now consolidated as separate VIEs. One is an indirect subsidiary of Plum Creek (the “Buyer SPE”), and the other is STA Timber LLC, an indirect wholly owned subsidiaryoperations of the Company (“STA Timber”). Assince its formation date of April 30, 2018 and October 31, 2017, consolidated assets20, 2018.

The Paper Packaging JV is deemed to be a VIE as the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The structure of the Buyer SPE consistedPaper Packaging JV has governing provisions that, for purposes of $50.9 millionGAAP, are the functional equivalent of restricted

bank financial instruments whicha limited partnership whereby the Company is the managing member that makes all the decisions related to the activities that most significantly affect the economic performance of the PPS VIE. In addition, the third party does not have any substantive kick-out rights or substantive participating rights in the Paper Packaging JV. The major factor that led to the conclusion that the Paper Packaging JV is a VIE was that all limited partnerships are expectedconsidered to be held to maturity. For both ofVIEs unless the three month periods ended April 30, 2018 and 2017, Buyer SPE recorded interest income of $0.6 million. For both of the six month periods ended April 30, 2018 and 2017, Buyer SPE recorded interest income of $1.2 million.limited partners have substantive kick-out rights or substantive participating rights.

As of April 30, 20182019, the Paper Packaging JV’s net assets consist of cash and cash equivalents of $1.7 million and properties, plants, and equipment, net of $16.0 million compared to cash and cash equivalents of $2.8 million and properties, plants, and equipment, net of $7.2 million as of October 31, 2017, STA Timber had consolidated long-term debt of $43.3 million.2018. For both of the three month periodsand six months ended April 30, 2019 and 2018, and 2017, STA Timber recorded interest expense of $0.6 million. For both ofthere is no net income (loss) as the six month periods ended April 30, 2018 and 2017, STA Timber recorded interest expense of $1.2 million. The intercompany borrowing arrangement between the two VIEsPPS JV is eliminated in consolidation. STA Timber is exposed to credit-related losses in the event of nonperformance by an issuer of a deed of guarantee in the transaction.startup phase and has not yet commenced operations.

Flexible Packaging Joint Venture
In 2010, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the “Flexible Packaging JV” or “FPS VIE”) with Dabbagh Group Holding Company Limited and one of its subsidiaries, originally National Scientific Company

Limited and now Gulf Refined Packaging for Industrial Packaging Company LTD. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date in 2010.
The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The major factors that led to the conclusion that the Company was the primary beneficiary of this VIE waswere that (1) the Company has the power to direct the most significant activities due to its ability to direct the operating decisions of the FPS VIE, which power is derived from the significant CEO discretion over the operations of the FPS VIE combined with the Company’s sole and exclusive right to appoint the CEO of the FPS VIE, and (2) the significant variable interest through the Company’s equity interest in the FPS VIE.
All entities contributed to the Flexible Packaging JV were existing businesses acquired by one of the Company's indirect subsidiaries that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V.
The following table presents the Flexible Packaging JV total net assets:
(in millions)April 30,
2018
 October 31,
2017
April 30,
2019
 October 31,
2018
Cash and cash equivalents$22.8
 $14.4
$17.0
 $22.2
Trade accounts receivable, less allowance of $1.0 in 2018 and $2.2 in 201756.8
 52.5
Trade accounts receivable, less allowance of $0.6 in 2019 and $0.6 in 201853.5
 53.2
Inventories59.9
 53.3
51.2
 49.0
Properties, plants and equipment, net30.2
 31.2
21.1
 28.8
Other assets27.2
 25.8
29.3
 21.5
Total Assets$196.9
 $177.2
$172.1
 $174.7
      
Accounts payable$34.0
 $33.8
$29.1
 $29.0
Other liabilities24.9
 30.2
25.8
 24.8
Total Liabilities$58.9
 $64.0
$54.9
 $53.8
Net income attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended April 30, 2019 and 2018 and 2017 was $4.4$5.2 million and $1.2$4.4 million, respectively; and for the six months ended April 30, 2019 and 2018 and 2017, net income attributable to the noncontrolling interest was $5.5$8.5 million and $1.8$5.5 million, respectively.
Non-United States Accounts Receivable VIE
As further described in Note 3,4 to the interim condensed consolidated financial statements, 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.
Significant Nonstrategic Timberland Transactions
In 2005, the Company sold certain timber properties to Plum Creek Timberlands, L.P. (“Plum Creek”) in a series of transactions that included the creation of two separate legal entities that are now consolidated as separate VIEs. One is an indirect subsidiary of Plum Creek (the “Buyer SPE”), and the other is STA Timber LLC, an indirect wholly owned subsidiary of the Company (“STA Timber”).
As of April 30, 2019 and October 31, 2018, consolidated assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity. For both of the three month periods ended April 30, 2019 and 2018, Buyer SPE recorded interest income of $0.6 million. For both of the six month periods ended April 30, 2019 and 2018, Buyer SPE recorded interest income of $1.2 million.
As of April 30, 2019 and October 31, 2018, STA Timber had consolidated long-term debt of $43.3 million. For both of the three month periods ended April 30, 2019 and 2018, STA Timber recorded interest expense of $0.6 million. For both of the six month

periods ended April 30, 2019 and 2018, STA Timber recorded interest expense of $1.2 million. The intercompany borrowing arrangement between the two VIEs is eliminated in consolidation. STA Timber is exposed to credit-related losses in the event of nonperformance by an issuer of a deed of guarantee in the transaction.
NOTE 89 — LONG-TERM DEBT
Long-term debt is summarized as follows:
(in millions)April 30, 2018 October 31, 2017
2017 Credit Agreement- Term Loan$281.3
 $288.8
Senior Notes due 2019248.5
 248.0
Senior Notes due 2021240.9
 230.9
Receivables Facility150.0
 150.0
2017 Credit Agreement- Revolving Credit Facility114.9
 35.0
Other debt5.4
 6.5
 1,041.0
 959.2
Less current portion15.0
 15.0
Less deferred financing costs5.5
 6.4
Long-term debt$1,020.5
 $937.8
(in millions)April 30, 2019 October 31, 2018
2019 Credit Agreement - Term Loans$1,654.1
 $
2017 Credit Agreement - Term Loan
 277.5
Senior Notes due 2027493.9
 
Senior Notes due 2021222.2
 226.5
Senior Notes due 2019
 249.1
Accounts receivable credit facilities259.3
 150.0
2019 Credit Agreement - Revolving Credit Facility320.0
 
2017 Credit Agreement - Revolving Credit Facility
 3.8
Other debt0.9
 0.7
 2,950.4
 907.6
Less: current portion83.8
 18.8
Less: deferred financing costs14.8
 4.7
Long-term debt, net$2,851.8
 $884.1
20172019 Credit Agreement
On November 3, 2016,February 11, 2019, the Company and certain of its international subsidiaries entered into a newan amended and restated senior secured credit agreement (the “2017“2019 Credit Agreement”) with a syndicate of financial institutions. The 20172019 Credit Agreement amended, restated, and replaced in its entirety the $1.0 billionprior $800.0 million senior secured credit agreement entered into(the "2017 Credit Agreement"). The Company's obligations under the 2019 Credit Agreement are guaranteed by the Company and twocertain of its international subsidiaries in 2012 with a syndicate of financial institutions. The total available borrowing under the 2017 Credit Agreement was $670.7 million as of April 30, 2018, which has been reduced by $14.4 million for outstanding letters of credit, all of which was then available without violating covenants.U.S. subsidiaries.
The 20172019 Credit Agreement provides for (a) an $800.0 million secured revolving multicurrency credit facility, expiring November 3, 2021,consisting of a $600.0 million multicurrency facility and a $300.0$200.0 million U.S. dollar facility, maturing on February 11, 2024, (b) a $1,275.0 million secured term loan A-1 facility with quarterly principal installments that commencedcommencing on April 30, 2017,2019 and continuing through maturity on November 3, 2021, bothJanuary 31, 2024, and (c) a $400.0 million secured term loan A-2 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2026. In addition, the Company has an option to add an aggregate of $550.0$700.0 million to the facilities2019 Credit Agreement with the agreement of the lenders.
The Company used borrowings under the term loan on February2019 Credit Agreement, together with the net proceeds from the issuance of the Senior Notes due March 1, 2017,2027 (described below), to fund the purchase price of the Caraustar Acquisition, to redeem its $250.0 million Senior Notes due August 1, 2019 (the "Senior Notes due 2019"), to repay outstanding borrowings under the principal of the Company’s $300.0 million 6.75% Senior Notes that matured on that date. The revolving credit facility is available2017 Credit Agreement, to fund ongoing working capital and capital expenditure needs and for general corporate purposes, and to finance acquisitions.pay related fees and expenses. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. The financing costs associated withOn February 11, 2019, proceeds from borrowings under the 2019 Credit Agreement were used to pay the obligations outstanding under the 2017 Credit Agreement totaled $4.9 million as of April 30, 2018, and are recorded as a direct deduction from the long-term debt liability.Agreement.
The 20172019 Credit Agreement contains certain covenants, which include financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that, at the end of any fiscal quarter, the Company will not permit the ratio of (a) its total consolidated indebtedness, to (b) the Company'sits consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), and 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"(as used in this paragraph only, “EBITDA”) to be greater than 4.75 to 1 and stepping down by 0.25 increments beginning on July 31, 2020 to 4.00 to 1.00 (or 3.75 to 1.00, during any collateral release period).on July 31, 2023. The interest coverage ratio generally requires that, at the end of any fiscal quarter, the Company will not permit the ratio of (a) adjustedits consolidated EBITDA, to (b) theits consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00,1, during the applicable preceding twelve month period.

The terms of the 2019 Credit Agreement contain restrictive covenants, which limit the ability of the Company and its restricted subsidiaries to, among other things, incur additional indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, or make certain investments; create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to the Company; create certain liens; transfer or sell certain assets; merge or consolidate; enter into certain transactions with the Company's affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.
The repayment of this facility is secured by a security interest in the personal property of the Company and certain of its U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of the Company's U.S. subsidiaries, and will be secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that the Company receives and maintains an investment grade rating from either Moody’s Investors Service, Inc. or Standard & Poor’s Financial Services LLC, the Company may request the release of such collateral.
The 2019 Credit Agreement provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 2019 Credit Agreement, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency.
As of April 30, 2018, $396.22019, $1,974.1 million was outstanding under the 20172019 Credit Agreement. The current portion of the 2017 Credit Agreementsuch outstanding amount was $15.0$83.8 million and the long-term portion was $381.2$1,890.3 million. The weighted average interest rate for borrowings under the 20172019 Credit Agreement was 2.82%4.10% for the six months ended April 30, 2018.2019. The actual interest rate for borrowings under the 20172019 Credit Agreement was 3.11%4.22% as of April 30, 2018.
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. The deferred financing costs associated with the Senior Notes dueterm loans part of the 2019 Credit Agreement totaled $0.6$12.0 million as of April 30, 2018,2019 and are recorded as a direct deduction from the long-term liability. The deferred financing costs associated with the revolver part of the 2019 Credit Agreement totaled $8.9 million as of April 30, 2019 and are recorded within other long-term assets.

As a result of the refinancing, $0.8 million of unamortized deferred financing costs related to the 2017 Credit Agreement and $5.4 million of newly incurred financing costs related to the 2019 Credit Agreement were expensed as "Debt extinguishment charges" in the interim condensed consolidated statements of income.
Senior Notes due 2027
On February 11, 2019, the Company issued $500.0 million of 6.50% Senior Notes due March 1, 2027 (the "Senior Notes due 2027"). Interest on the Senior Notes due 2027 is payable semi-annually commencing on September 1, 2019. The Company's obligations under the Senior Notes due 2027 are guaranteed by its U.S. subsidiaries that guarantee the 2019 Credit Agreement, as described above. The Company used the net proceeds from the issuance of the Senior Notes due 2027, together with borrowings under the 2019 Credit Agreement, to fund the purchase price of the Caraustar Acquisition, to redeem all of the Senior Notes due 2019, to repay outstanding borrowings under the 2017 Credit Agreement, and to pay related fees and expenses. The deferred financing cost associated with the Senior Notes due 2027 totaled $2.8 million as of April 30, 2019 and are recorded as a direct deduction from the long-term liability.
Senior Notes due 2021
On July 15, 2011, Greif, Inc.’s wholly-owned subsidiary, Greif Nevada Holdings, Inc., S.C.S. issued €200.0 million of 7.375% Senior Notes due July 15, 2021. These2021 (the "Senior Notes due 2021"). The Senior Notes due 2021 are fully and unconditionally guaranteed on a senior basis by Greif, Inc. Interest on thesethe Senior Notes due 2021 is payable semi-annually.
Senior Notes due 2019
On April 1, 2019, the Company redeemed all of its outstanding Senior Notes due 2019, which were issued by the Company on July 28, 2009 for $250.0 million. The total redemption price for the Senior Notes due 2019 was $253.9 million, which was equal to the aggregate principal amount outstanding of $250.0 million plus a premium of $3.9 million. The premium was recognized as a debt extinguishment cost. The payment of the redemption price was funded by borrowings under the Company’s 2019 Credit Agreement.
As a result of redeeming the Senior Notes due 2019, $0.7 million of unamortized deferred financing costs were expensed as "Debt extinguishment charges" in the interim condensed consolidated statements of income.
United States Trade Accounts Receivable Credit Facility
On September 27, 2017,26, 2018, the Company amended and restated its existing subsidiary receivables facility in the United States which matured in September of 2017 to establish a $150.0 million United States Trade Accounts Receivable Credit Facility (the "Receivables"U.S. Receivables Facility") with a financial

institution. The U.S. Receivables Facility matures on September 26, 2018.2019. The $150.0 million outstanding balance under the U.S. Receivables Facility as of April 30, 20182019 is reported in long-term debt in the interim condensed consolidated balance sheets because the Company intends to refinance the obligation on a long-term basis and has the intent and ability to consummate a long-term refinancing.refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.
International Trade Accounts Receivable Credit Facilities
See Note 4 to the interim condensed consolidated financial statements for additional disclosures.
NOTE 910 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of April 30, 20182019 and October 31, 2017:2018:
April 30, 2018  April 30, 2019  
Fair Value Measurement  Fair Value Measurement  
(in millions)Level 1 Level 2 Level 3 Total Balance Sheet LocationLevel 1 Level 2 Level 3 Total Balance Sheet Location
Interest rate derivatives$
 $16.0
 $
 $16.0
 Other long-term assets and other current assets$
 $7.9
 $
 $7.9
 Other current assets and other long-term assets
Interest rate derivatives
 (8.0) 
 (8.0) Other current liabilities and other long-term liabilities
Foreign exchange hedges
 0.4
 
 0.4
 Other current assets
 2.4
 
 2.4
 Other current assets
Foreign exchange hedges
 (1.4) 
 (1.4) Other current liabilities
 (0.6) 
 (0.6) Other current liabilities
Insurance annuity
 
 21.5
 21.5
 Other long-term assets
 
 20.0
 20.0
 Other long-term assets
Cross currency swap
 (1.9) 
 (1.9) Other long-term liabilities
 8.1
 
 8.1
 Other current assets and other long-term assets
Cross currency swap
 2.0
 
 2.0
 Other current assets
Total$
 $15.1
 $21.5
 $36.6
 $
 $9.8
 $20.0
 $29.8
 
October 31, 2017  October 31, 2018  
Fair Value Measurement  Fair Value Measurement  
(in millions)Level 1 Level 2 Level 3 Total Balance Sheet LocationLevel 1 Level 2 Level 3 Total Balance Sheet Location
Interest rate derivatives$
 $8.9
 $
 $8.9
 Other long-term assets and other current assets$
 $16.5
 $
 $16.5
 Other current assets and other long-term assets
Foreign exchange hedges
 0.1
 
 0.1
 Other current assets
 2.6
 
 2.6
 Other current assets
Foreign exchange hedges
 (0.6) 
 (0.6) Other current liabilities
 (0.7) 
 (0.7) Other current liabilities
Insurance annuity
 
 20.7
 20.7
 Other long-term assets
 
 20.4
 20.4
 Other long-term assets
Cross currency swap
 5.2
 
 5.2
 Other current assets and other long-term assets
Total$
 $8.4
 $20.7
 $29.1
 $
 $23.6
 $20.4
 $44.0
 
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of April 30, 20182019 and October 31, 20172018 approximate their fair values because of the short-term nature of these items and are not included in this table.

Interest Rate Derivatives
The Company has various borrowing facilities which charge interest based on the one month U.S. dollar LIBOR rate plus an interest spread. DuringAs of April 30, 2019, the first quarterCompany entered into six interest rate swaps relating to the debt incurred during the quarter. These six interest rate swaps have a total notional amount of $1,300.0 million. The Company will begin to receive variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 2.49% plus a spread.

In 2017, the Company entered into a forwardan interest rate swap with a notional amount of $300.0 million. As of February 1, 2017, the Company began to receive variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the Company was obligated to pay interest at a fixed rate of 1.194%.1.19% plus an interest spread. This effectively converted the borrowing rate on $300.0 million of debt from a variable rate to a fixed rate. This derivative is
These derivatives are designated as a cash flow hedgehedges for accounting purposes. Accordingly, the gain or loss on thisthese derivative instrument isinstruments are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transactiontransactions and in the same period during which the hedged transaction affectstransactions affect earnings. ForSee Note 15 to the interim condensed consolidated financial statements for additional disclosures of the gain or loss included within other comprehensive income, see also Note 15 to the interim condensed consolidated financial statements.income. The assumptions used in measuring fair value of thethese interest rate derivativederivatives are considered level 2 inputs, which are based upon observable market rates, including LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements.
Gains reclassified to earnings under these contracts were $0.4$0.9 million and $1.8 million for the three and six months ended April 30, 2018, and losses reclassified to earnings under these contracts were $0.3 million for the three months ended April 30, 2017.2019, respectively. Gains reclassified to earnings under these contracts were $0.4 million and $0.5 million for the three and six months ended April 30, 2018, and losses reclassified to earnings under these contracts were $0.3 million for the six months ended April 30, 2017.respectively. A derivative gain of $3.2$2.1 million, based upon interest rates at April 30, 2018,2019, is expected to be reclassified from accumulated other comprehensive income (loss) to earnings in the next twelve months.
Foreign Exchange Hedges
The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows. As of April 30, 2018,2019, the Company had outstanding foreign currency forward contracts in the notional amount of $119.8$139.3 million ($80.1194.4 million as of October 31, 2017)2018). Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which wereare based on observable market pricing for similar instruments, principally foreign exchange futures contracts.
Realized losses recorded in other expense, net under fair value contracts were $1.6$0.2 million and $0.3$1.6 million for the three months ended April 30, 20182019, and 2017,2018, respectively. Realized lossesgains (losses) recorded in other expense, net under fair value contracts were $2.1$0.6 million and $1.5$(2.1) million for the six months ended April 30, 20182019 and 2017,2018, respectively. The Company recognized in other expense, net an unrealized net gain (loss) of $(1.2) million and $2.0 million and zero during the three months ended April 30, 20182019 and 2017,2018, respectively. The Company recognized in other expense, net an unrealized net lossgain (loss) of $1.1$1.8 million and $1.5$(1.1) million during the six months ended April 30, 20182019 and 2017,2018, respectively.
Cross Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. On March 6, 2018, the Company entered into a cross currency interest rate swap agreement that synthetically swaps $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.352%2.35%. The agreement is designated as a net investment hedge for accounting purposes and will mature on March 6, 2023. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted or liquidated. CouponsInterest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the interim condensed consolidated statements of income. For the three and six months ended April 30, 2019, gains recorded in interest expense, net under the cross currency swap agreement were $0.6 million and $1.2 million. For the three and six months ended April 30, 2018, gains recorded in interest expense, net under the cross currency swap agreement were $0.4 million. ForSee Note 15 to the interim condensed consolidated financial statements for additional disclosure of the gain or loss included within other comprehensive income, see also Note 15 to the interim condensed consolidated financial statements.income. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States Dollar exchange rate market.
Other Financial Instruments
The fair values of the Company’s 2019 Credit Agreement, 2017 Credit Agreement, and the Receivables Facility do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ASC Topic 820, "Fair Value Measurements and Disclosures."

The following table presents the estimated fair values of the Company’s senior notes:Senior Notes and assets held by special purpose entities:
(in millions)April 30,
2018
 October 31,
2017
April 30,
2019
 October 31,
2018
Senior Notes due 2019 estimated fair value$262.2
 $272.0
$
 $257.4
Senior Notes due 2021 estimated fair value287.4
 281.0
$254.8
 $263.4
Senior Notes due 2027 estimated fair value517.1
 
Assets held by special purpose entities estimated fair value51.3
 52.5
51.8
 51.6
Non-Recurring Fair Value Measurements
The Company recognized asset impairment charges of $2.1 million during the six months ended April 30, 2019 and $3.3 million for the six months ended April 30, 2018.
The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the six months ended April 30, 20182019 and 2017:2018:
Quantitative Information about Level 3
Fair Value Measurements
Quantitative Information about Level 3
Fair Value Measurements
(in millions)
Fair Value of
Impairment
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Input
Values
Fair Value of
Impairment
 
Valuation
Technique
 
Unobservable
Input
 
Range of
Input
Values
April 30, 2019  
Impairment of Net Assets Held for Sale$2.1
 Indicative Bids Indicative Bids N/A
Total$2.1
 
  
April 30, 2018    
Impairment of Net Assets Held for Sale$0.4
 Discounted Cash Flows Discounted Cash Flows N/A$0.4
 Discounted Cash Flows Discounted Cash Flows N/A
Impairment of Long Lived Assets2.9
 Discounted Cash Flows Discounted Cash Flows N/A$2.9
 Discounted Cash Flows Discounted Cash Flows N/A
Total$3.3
 $3.3
 
  
April 30, 2017  
Impairment of Net Assets Held for Sale

$3.6
 Broker Quote/
Indicative Bids
 Indicative Bids N/A
Impairment of Long Lived Assets0.3
 Sales Value Sales Value N/A
Total$3.9
 
Long-Lived Assets
The Company recognized asset impairment charges of $3.3 million during the six months ended April 30, 2018 and $3.9 million for the six months ended April 30, 2017. As a result of the Company measuring long-lived assets at fair value on a non-recurring basis, during the six months ended April 30, 2018, the Company recorded no impairment charges related to properties, plants and equipment or intangibles, net ofduring the six months ended April 30, 2019 and $1.9 million related to properties, plants and chargesequipment, net and $1.4 million related to intangible assets, of $1.4 million innet during the Rigid Industrial Packaging & Services segment.six months ended April 30, 2018.
The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants would use.

Reclassification of Assets and Liabilities Held for Sale
During the six month period ended April 30, 2018,2019, one asset group was reclassified to assets and liabilities held for sale, resulting in a $0.4 million impairment to net realizable value. During the six month period ended April 30, 2017, one asset group was reclassified to assets and liabilities held for sale, resulting in $3.6$2.1 million impairment to net realizable value.
The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers.
NOTE 1011 — INCOME TAXES
The Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) includes several provisions which are first effective for the Company in 2019, including a new limitation on deductible interest expense, current taxation of global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries, and a tax benefit for foreign-derived intangible income (“FDII”). As of April 30, 2019,

significant guidance with respect to the Tax Reform Act remains proposed or outstanding. Several components of the current year tax expense remain estimates and are primarily based upon the proposed regulations and other guidance released by the Internal Revenue Service and the U.S.Treasury. The most significant estimates relate to GILTI and FDII, and these estimates are included as period costs in the estimated annual effective tax rate.
The Company completed the Caraustar Acquisition on February 11, 2019. The Company recorded a preliminary net deferred tax liability of $185.7 million, which was primarily related to intangible assets that cannot be amortized for tax purposes. See Note 3 to the interim condensed consolidated financial statements for additional disclosures.
Income tax expense for the quarter and year to date was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting".Reporting." Under this method, losses from jurisdictions for which a valuation allowance havehas been provided have not been included in the amount to which the ASC 740-270 rate was applied. Income tax expense of the Company fluctuates primarily due to changes in losses

and income from jurisdictions for which a valuation allowance has been provided, the timing of recognition of the related tax expense under ASC 740-270, and the impact of discrete items in the respective quarter.
For the six months ended April 30, 2019, income tax expense was $31.5 million compared to $5.5 million for the six months ended April 30, 2018. The increase to income tax expense for the six months ended April 30, 2018,2019 was $5.5 million; whereas,primarily attributable to the income tax expense for the six months ended April 30, 2017, was $34.8 million.
On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”). The legislation significantly changed U.S. tax law by, among other things, lowering the corporate income tax rate from 35% to 21%, effective January 1, 2018, allowing for the acceleration of expensing for certain business assets, requiring companies to pay a one-time transition tax on certain un-remitted earnings of foreign subsidiaries, and eliminating U.S. federal income tax on dividends from foreign subsidiaries. The rate change was administratively effective as of the beginning of the Company's fiscal 2018 year, which has resulted in the Company using a blended statutory rate for the annual period of 23.33%.
The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effectsfavorable impacts of the Tax Reform Act. DuringAct recorded in the second quarter ended April 30, 2018, the Company further refined the provisional benefit related to the revaluation of deferred tax assets & liabilities from a benefit of $65.0 million to a benefit of $69.3 million. As a result, the Company recognized a net benefit of $4.3 million, related to the Tax Reform Act, in its consolidated financial statements for the quarter ended April 30, 2018. The final impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analyses, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act..
NOTE 1112 — POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following:
Three Months Ended
April 30,
 Six Months Ended
April 30,
Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 20172019 2018 2019 2018
Service cost$3.3
 $3.3
 $6.6
 $6.6
$3.8
 $3.3
 $6.3
 $6.6
Interest cost4.6
 4.6
 9.2
 9.2
8.7
 4.6
 13.9
 9.2
Expected return on plan assets(6.1) (7.1) (12.2) (14.2)(6.2) (6.1) (12.4) (12.2)
Amortization of prior service cost and net actuarial gain3.6
 2.8
 7.2
 5.6
Net periodic pension costs$5.4
 $3.6
 $10.8
 $7.2
Amortization of prior service (benefit) cost(3.0) 3.6
 (1.2) 7.2
Net periodic pension cost$3.3
 $5.4
 $6.6
 $10.8
TheContributions, including benefits paid directly by the Company, madeto the pension plans were $11.8 million and $13.5 million, and $5.1 million in pension contributions in the six months ended April 30, 20182019 and 2017,2018, respectively.
The components of net periodic cost for post-retirement benefits include the following:
Three Months Ended
April 30,
 Six Months Ended
April 30,
Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 20172019 2018 2019 2018
Interest cost$0.1
 $0.1
 $0.2
 $0.2
$0.1
 $0.1
 $0.2
 $0.2
Amortization of prior service cost and net actuarial gain(0.4) (0.4) (0.8) (0.7)
Net periodic benefit for post-retirement benefits$(0.3) $(0.3) $(0.6) $(0.5)
Amortization of prior service benefit(0.4) (0.4) (0.8) (0.8)
Net periodic post-retirement benefit$(0.3) $(0.3) $(0.6) $(0.6)
The components of net periodic pension cost and net periodic cost for post-retirement benefits,benefit, other than the service cost components, are included in the line item "Other expense, net" in the interim condensed consolidated statements of income.
During the six months ended April 30, 2017, in the United States, an annuity contract for approximately $49.2 million was purchased with defined benefit plan assets, and the pension obligation for certain retirees in the United States under that plan was irrevocably transferred from that plan to the annuity contract. Additionally, lump sum payments totaling $38.9 million were made from the defined benefit plan assets to certain participants who agreed to such payments, representing the current fair value of the participant’s respective pension benefit. The settlement items described above resulted in a decrease in the fair value of plan assets and the

projected benefit obligation of $88.1 million and a non-cash pension settlement charge of $24.6 million of unrecognized net actuarial loss included in accumulated other comprehensive loss.
NOTE 1213 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES
Litigation-related Liabilities
The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its interim condensed consolidated financial statements.

The Company willmay accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.
The Company is currently involved in legal proceedings outside of the United States related to various wrongful termination lawsuits filed by former employees and benefit claims filed by some existing employees of ourthe Company's Flexible Products & Services segment.  The lawsuits include claims for severance for employment periods prior to the Company’s ownership in the business.  As of April 30, 20182019 and October 31, 2017,2018, the estimated liability recorded related to these matters were $3.0$1.7 million and $5.7$2.0 million, respectively.  The estimated liability has been determined based on the number of active cases and the settlements and rulings on previous cases.  It is reasonably possible the estimated liability could increase if additional cases are filed or adverse rulings are made.
DuringSince 2017, three reconditioning facilities in the Milwaukee, Wisconsin area that are owned by Container Life Cycle Management LLC (“CLCM”("CLCM"), the Company’s U.S. reconditioning joint venture company, have been subject to investigations conducted by federal, state and local governmental agencies concerning, among other matters, potential violations of environmental laws and regulations. As a result of these investigations, the United States Environmental Protection Agency (“U.S. EPA”) and the Wisconsin Department of Natural Resources (“WDNR”) have issued notices of violations to the Company and CLCM regarding violations of certain federal and state environmental laws and regulations. The remedies being sought in these proceedings include compliance with the applicable environmental laws and regulations as being interpreted by the U.S. EPA and WDNR and monetary sanctions. The Company has cooperated with the governmental agencies in these investigations and proceedings. As of June 7, 2018,2019, no material citations have been issued or material fines assessed with respect to any violation of environmental laws and regulations. Since these proceedings. Theproceedings are in their investigative stage, the Company is unable to predict the outcome of these proceedings or estimate a range of reasonable possible monetary sanctions or costs associated with any remedial actions that may be required or requested by the U.S. EPA or WDNR.
In addition, on November 8, 2017, the Company, CLCM and other parties were named as defendants in a punitive class action lawsuit filed in Wisconsin state court concerning one of CLCM’s Milwaukee reconditioning facilities.  The plaintiffs are alleging that odors from this facility have invaded their property and are interfering with the use and enjoyment of their property and causing damage to the value of their property.  Plaintiffs are seeking compensatory and punitive damages, along with their legal fees. The Company and CLCM are vigorously defending themselves in this lawsuit.  The lawsuit is at the discovery stage. The Company is unable to predict the outcome of this lawsuit or estimate a range of reasonably possible losses.
As a result of the Caraustar Acquisition, the Company acquired The Newark Group, Inc., a subsidiary of Caraustar (“Newark”), and became subject to Newark’s Lower Passaic River environmental and litigation liability. By letters dated February 14, 2006 and June 2, 2006, the United States Environment Protection Agency (“EPA”) notified Newark of its potential liability under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) relating to the Diamond Alkali Superfund Site, which includes a 17-mile stretch of the Lower Passaic River that EPA has denominated the Lower Passaic River Study Area (“LPRSA”). Newark is one of at least 70 potentially responsible parties (“PRPs”) identified in this case. The EPA alleges that hazardous substances were released from Newark’s now-closed Newark, New Jersey recycled paperboard mill into the Lower Passaic River. The EPA informed the Company that it may be potentially liable for response costs that the government may incur relating to the study of the LPRSA and for unspecified natural resource damages.
In April 2014, EPA issued a Focused Feasibility Study that proposed alternatives for the remediation of the lower 8 miles of the Lower Passaic River. On March 3, 2016, EPA issued its Record of Decision for the lower 8 miles of the Lower Passaic River, which presented a bank-to-bank dredging remedy selected by the agency for the lower 8 miles and which EPA estimates will cost approximately $1.38 billion to implement. Newark is participating in an allocation process to determine its allocable share.
On June 30, 2018, Occidental Chemical Corporation (“OCC”) filed litigation in the U.S. District Court for the District of New Jersey styled Occidental Chemical Corp. v. 21st Century Fox America, Inc., et al., Civil Action No. 2:18-CV-11273 (D.N.J.), that names Newark and approximately 119 other parties as defendants. OCC’s Complaint alleges claims under CERCLA against all defendants for cost recovery, contribution, and declaratory judgment for costs OCC allegedly has incurred and will incur at the Diamond Alkali Superfund Site. The litigation is in its early stages, and we intend to vigorously defend ourselves in this litigation.
We have not yet completed our assessment of these matters as part of our purchase price allocation, but expect to do so during the third fiscal quarter. It is possible that, once we finalize our purchase price allocation, we could record a material environmental reserve related to the acquisition. Further, it is possible that there could be resolution of uncertainties in the future that would require the Company to record charges, which could be material to future earnings.

Environmental Reserves
As of April 30, 20182019 and October 31, 2017,2018, environmental reserves were $7.2$7.0 million and $7.1$6.8 million, respectively, and were recorded on an undiscounted basis. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability. As of April 30, 20182019 and October 31, 2017,2018, environmental reserves of the Company included $4.3$3.6 million and $3.7 million, respectively, for various European drum facilities acquired from Blagden and Van Leer; $0.2$0.1 million and $0.3$0.2 million, respectively, for its various container life cycle management and recycling facilities; $1.0facilities acquired in 2011 and 2010; $0.5 million and $1.1$0.9 million, respectively, for remediation of sites no longer owned by the Company; and $1.7$1.9 million and $1.4$1.0 million, respectively, for landfill closure obligations in the Company's Paper Packaging & Services segment; and $0.9 million and $1.0 million, respectively, for various other facilities around the world.

The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.
NOTE 1314 — EARNINGS PER SHARE
The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s articles of incorporation, any distribution of dividends in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.
The Company calculates EPS as follows:
Basic Class A EPS=40% * Average Class A Shares Outstanding*Undistributed Net Income+Class A Dividends Per Share
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares OutstandingAverage Class A Shares Outstanding
       
Diluted Class A EPS=40% * Average Class A Shares Outstanding*Undistributed Net Income+Class A Dividends Per Share
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares OutstandingAverage Diluted Class A Shares Outstanding
       
Basic Class B EPS=60% * Average Class B Shares Outstanding*Undistributed Net Income+Class B Dividends Per Share
40% * Average Class A Shares Outstanding + 60% * Average Class B Shares OutstandingAverage Class B Shares Outstanding
 *Diluted Class B EPS calculation is identical to Basic Class B calculation

The following table provides EPS information for each period:period, respectively:
Three Months Ended
April 30,
 Six Months Ended
April 30,
Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 20172019 2018 2019 2018
Numerator for basic and diluted EPS              
Net income attributable to Greif, Inc.$45.1
 $36.0
 $101.6
 $41.4
$13.6
 $45.1
 $43.3
 $101.6
Cash dividends(24.8) (24.7) (49.3) (49.2)(26.1) (24.8) (51.8) (49.3)
Undistributed net income (loss) attributable to Greif, Inc.$20.3
 $11.3
 $52.3
 $(7.8)$(12.5) $20.3
 $(8.5) $52.3
The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.
Common Stock Repurchases
The Board of Directors has authorized the Company to repurchase shares of the Company's Class A Common Stock or Class B Common Stock or any combination of the foregoing. As of April 30, 2018,2019, the remaining amount of shares that may be repurchased under this authorization was 4,703,487. During 2017, the Stock Repurchase Committee authorized and the Company executed the repurchase of 2,000 shares of Class B Common Stock. There have been no other shares repurchased under this program from November 1, 20162018 through April 30, 2018.

2019.
The following table summarizes the Company’s Class A and Class B common and treasury shares as of the specified dates:
Authorized
Shares
 
Issued
Shares
 
Outstanding
Shares
 
Treasury
Shares
Authorized
Shares
 
Issued
Shares
 
Outstanding
Shares
 
Treasury
Shares
April 30, 2018       
April 30, 2019       
Class A Common Stock128,000,000
 42,281,920
 25,941,279
 16,340,641
128,000,000
 42,281,920
 26,257,943
 16,023,977
Class B Common Stock69,120,000
 34,560,000
 22,007,725
 12,552,275
69,120,000
 34,560,000
 22,007,725
 12,552,275
              
October 31, 2017       
October 31, 2018       
Class A Common Stock128,000,000
 42,281,920
 25,835,281
 16,446,639
128,000,000
 42,281,920
 25,941,279
 16,340,641
Class B Common Stock69,120,000
 34,560,000
 22,007,725
 12,552,275
69,120,000
 34,560,000
 22,007,725
 12,552,275
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
 Three Months Ended
April 30,
 Six Months Ended
April 30,
 2018 2017 2018 2017
Class A Common Stock:       
Basic shares25,934,680
 25,824,194
 25,890,495
 25,805,981
Assumed conversion of restricted shares
 4,688
 
 4,679
Diluted shares25,934,680
 25,828,882
 25,890,495
 25,810,660
Class B Common Stock:       
Basic and diluted shares22,007,725
 22,009,725
 22,007,725
 22,009,725
NOTE 14 — EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
Equity earnings of unconsolidated affiliates, net of tax
Equity earnings of unconsolidated affiliates, net of tax, were $0.8 million for the three and six months ended April 30, 2018. Equity earnings of unconsolidated affiliates, net of tax, were zero for the three and six months ended April 30, 2017. There were no dividends received from the Company's equity method affiliates for the three and six months ended April 30, 2018 and 2017.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests represent the portion of earnings from the operations of the Company’s consolidated subsidiaries attributable to unrelated third party equity owners that were deducted from net income to arrive at net income attributable to the Company. Net income attributable to noncontrolling interests for the three months ended April 30, 2018 and 2017 was $6.8 million and $3.9 million, respectively. Net income attributable to noncontrolling interests for the six months ended April 30, 2018 and 2017 was $10.4 million and $6.5 million, respectively.
 Three Months Ended
April 30,
 Six Months Ended
April 30,
 2019 2018 2019 2018
Class A Common Stock:       
Basic shares26,250,460
 25,934,680
 26,120,946
 25,890,495
Assumed conversion of restricted shares4,652
 
 1,134
 
Diluted shares26,255,112
 25,934,680
 26,122,080
 25,890,495
Class B Common Stock:       
Basic and diluted shares22,007,725
 22,007,725
 22,007,725
 22,007,725

NOTE 15 — EQUITY AND COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes ofin equity from October 31, 2017 tofor the three and six month periods ended April 30, 2019 (Dollars in millions, shares in thousands):
 Three-Month Period Ended April 30, 2019
 Capital Stock Treasury Stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
 
Common
Shares
 Amount 
Treasury
Shares
 Amount 
As of January 31, 201948,241
 $161.5
 28,601
 $(134.8) $1,471.9
 $(379.4) $1,119.2
 $52.3
 $1,171.5
Net income        13.6
   13.6
 7.5
 21.1
Other comprehensive income (loss):                 
Foreign currency translation          (12.7) (12.7) (2.0) (14.7)
Derivative financial instruments, net of income tax benefit of $5.3 million          (10.0) (10.0)   (10.0)
Minimum pension liability adjustment, net of immaterial income tax          0.7
 0.7
   0.7
Comprehensive loss            (8.4)   (2.9)
Current period mark to redemption value of redeemable noncontrolling interest        0.8
   0.8
   0.8
Net income allocated to redeemable noncontrolling interests            
 (0.5) (0.5)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)        (26.1)   (26.1)   (26.1)
Dividends paid to noncontrolling interests and other            
 (7.5) (7.5)
Restricted stock directors25
 1.1
 (25) 
     1.1
   1.1
As of April 30, 201948,266
 $162.6
 28,576
 $(134.8) $1,460.2
 $(401.4) $1,086.6
 $49.8
 $1,136.4
 Six-Month Period Ended April 30, 2019
 Capital Stock Treasury Stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
 
Common
Shares
 Amount 
Treasury
Shares
 Amount 
As of October 31, 201847,949
 $150.5
 28,893
 $(135.4) $1,469.8
 $(377.1) $1,107.8
 $46.4
 $1,154.2
Net income        43.3
   43.3
 13.6
 56.9
Other comprehensive loss:                 
Foreign currency translation          (8.5) (8.5) (1.0) (9.5)
Derivative financial instruments, net of income tax benefit of $3.4 million          (15.7) (15.7)   (15.7)
Minimum pension liability adjustment, net of immaterial income tax          (0.1) (0.1)   (0.1)
Comprehensive income            19.0
   31.6
Adoption of ASU 2016-16        (2.1)   (2.1)   (2.1)
Current period mark to redemption value of redeemable noncontrolling interest        1.0
   1.0
   1.0
Net income allocated to redeemable noncontrolling interests            
 (1.3) (1.3)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)        (51.8)   (51.8)   (51.8)
Dividends paid to noncontrolling interests and other            
 (7.9) (7.9)
Restricted stock directors25
 1.1
 (25)       1.1
   1.1
Long-term incentive shares issued292
 11.0
 (292) 0.6
     11.6
   11.6
As of April 30, 201948,266
 $162.6
 28,576
 $(134.8) $1,460.2
 $(401.4) $1,086.6
 $49.8
 $1,136.4

The following table summarizes the changes in equity for the three and six month periods ended April 30, 2018 (Dollars in millions, shares in thousands):
Capital Stock Treasury Stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
Three-Month Period Ended April 30, 2018
Common
Shares
 Amount 
Treasury
Shares
 Amount Capital Stock Treasury Stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
As of October 31, 201747,843
 $144.2
 28,999
 $(135.6) $1,360.5
 $(358.2) $1,010.9
 $36.6
 $1,047.5
Common
Shares
 Amount 
Treasury
Shares
 Amount 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
As of January 31, 201847,925
 $149.1
 28,917
 $(135.5) 
Net income        101.6
   101.6
 10.4
 112.0
        45.1
   45.1
 6.8
 51.9
Other comprehensive income (loss):            

                     
- foreign currency translation          11.7
 11.7
 0.4
 12.1
- derivative financial instruments, net of income tax expense of $1.8 million        (0.6) 5.9
 5.3
   5.3
- minimum pension liability adjustment, net of immaterial income tax          1.8
 1.8
   1.8
Foreign currency translation          (26.3) (26.3) 
 (26.3)
Interest rate derivative, net of income tax benefit of $0.3 million          1.4
 1.4
   1.4
Minimum pension liability adjustment, net of immaterial income tax          2.7
 2.7
   2.7
Comprehensive income            120.4
   131.2
            22.9
   29.7
Current period mark to redemption value of redeemable noncontrolling interest        (1.8)   (1.8)   (1.8)        (0.4)   (0.4)   (0.4)
Net income allocated to redeemable noncontrolling interests            
 (1.9) (1.9)            
 (0.8) (0.8)
Dividends paid to Greif, Inc. shareholders        (49.3)   (49.3)   (49.3)
Dividends paid to Greif, Inc. shareholders ($0.42 and $0.63 per Class A share and Class B share, respectively)        (24.8)   (24.8)   (24.8)
Dividends paid to noncontrolling interests            
 (2.7) (2.7)            
 (2.2) (2.2)
Restricted stock directors21
 1.0
 (21) 
     1.0
   1.0
21
 1.0
 (21) 
     1.0
   1.0
Long-term incentive shares issued85
 5.1
 (85) 0.2
     5.3
   5.3
3
 0.2
 (3) 0.1
     0.3
   0.3
As of April 30, 201847,949
 $150.3
 28,893
 $(135.4) $1,410.4
 $(338.8) $1,086.5
 $42.8
 $1,129.3
47,949
 $150.3
 28,893
 $(135.4) $1,410.4
 $(338.8) $1,086.5
 $42.8
 $1,129.3

 Six-Month Period Ended April 30, 2018
 Capital Stock Treasury Stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
 
Common
Shares
 Amount 
Treasury
Shares
 Amount 
As of October 31, 201747,843
 $144.2
 28,999
 $(135.6) $1,360.5
 $(358.2) $1,010.9
 $36.6
 $1,047.5
Net income        101.6
   101.6
 10.4
 112.0
Other comprehensive income (loss):            
   
Foreign currency translation          11.7
 11.7
 0.4
 12.1
Interest rate derivative, net of income tax expense of $1.8 million        (0.6) 5.9
 5.3
   5.3
Minimum pension liability adjustment, net of immaterial income tax          1.8
 1.8
   1.8
Comprehensive income            120.4
   131.2
Current period mark to redemption value of redeemable noncontrolling interest        (1.8)   (1.8)   (1.8)
Net income allocated to redeemable noncontrolling interests            
 (1.9) (1.9)
Dividends paid to Greif, Inc. shareholders ($0.84 and $1.25 per Class A share and Class B share, respectively)        (49.3)   (49.3)   (49.3)
Dividends paid to noncontrolling interests            
 (2.7) (2.7)
Restricted stock directors21
 1.0
 (21) 
     1.0
   1.0
Long-term incentive shares issued85
 5.1
 (85) 0.2
     5.3
   5.3
As of April 30, 201847,949
 $150.3
 28,893
 $(135.4) $1,410.4
 $(338.8) $1,086.5
 $42.8
 $1,129.3

The following table summarizesprovides the changesrollforward of equity from October 31, 2016 toaccumulated other comprehensive loss for the six months ended April 30, 2017 (Dollars in millions, shares in thousands):2019:

 Capital Stock Treasury Stock 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Greif,
Inc.
Equity
 
Non
controlling
interests
 
Total
Equity
 
Common
Shares
 Amount 
Treasury
Shares
 Amount 
As of October 31, 201647,792
 $141.4
 29,050
 $(135.6) $1,340.0
 $(398.4) $947.4
 $10.5
 $957.9
Net income        41.4
   41.4
 6.5
 47.9
Other comprehensive income (loss):            
   
- foreign currency translation          3.5
 3.5
 (2.3) 1.2
- interest rate derivative, net of income tax expense of $2.9 million          4.8
 4.8
   4.8
- change in minimum pension liability adjustment from remeasurement, settlement, and amortization, net of income tax of $17.5 million          29.4
 29.4
   29.4
Comprehensive income            79.1
   83.3
Net income allocated to redeemable noncontrolling interests            
 (2.2) (2.2)
Deconsolidation of noncontrolling interest            
 (2.6) (2.6)
Dividends paid to Greif, Inc. shareholders        (49.2)   (49.2)   (49.2)
Dividends paid to noncontrolling interests            

 (3.1) (3.1)
Long-term incentive shares issued49
 2.6
 (49) 0.1
     2.7
   2.7
As of April 30, 201747,841
 $144.0
 29,001
 $(135.5) $1,332.2
 $(360.7) $980.0
 $6.8
 $986.8
(in millions)
Foreign
Currency
Translation
 Derivative Financial Instruments 
Minimum
Pension
Liability
Adjustment
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance as of October 31, 2018$(292.8) $13.4
 $(97.7) $(377.1)
Other Comprehensive Loss(8.5) (15.7) (0.1) (24.3)
Current-period Other Comprehensive Loss(8.5) (15.7) (0.1) (24.3)
Balance as of April 30, 2019$(301.3) $(2.3) $(97.8) $(401.4)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, 2018:
(in millions)
Foreign
Currency
Translation
 Interest Rate Derivative 
Minimum
Pension
Liability
Adjustment
 
Accumulated
Other
Comprehensive
Income (Loss)
Balance as of October 31, 2017$(249.3) $5.1
 $(114.0) $(358.2)
Other Comprehensive Income11.7
 5.9
 1.8
 19.4
Current-period Other Comprehensive Income11.7
 5.9
 1.8
 19.4
Balance as of April 30, 2018$(237.6) $11.0
 $(112.2) $(338.8)

The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, 2017:
(in millions)
Foreign Currency
Translation
 Interest Rate Derivative 
Minimum Pension
Liability Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Foreign Currency
Translation
 Interest Rate Derivative 
Minimum Pension
Liability Adjustment
 
Accumulated Other
Comprehensive
Income (Loss)
Balance as of October 31, 2016$(270.2) $
 $(128.2) $(398.4)
Balance as of October 31, 2017$(249.3) $5.1
 $(114.0) $(358.2)
Other Comprehensive Income3.5
 4.8
 29.4
 37.7
11.7
 5.9
 1.8
 19.4
Current-period Other Comprehensive Income3.5

4.8
 29.4
 37.7
11.7

5.9
 1.8
 19.4
Balance as of April 30, 2017$(266.7)
$4.8
 $(98.8) $(360.7)
Balance as of April 30, 2018$(237.6)
$11.0
 $(112.2) $(338.8)
The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.
NOTE 16 — BUSINESS SEGMENT INFORMATION
The Company has eight operating segments, which are aggregated into four reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging & Services; Flexible Products & Services; and Land Management.
The Company’s reportable business segments offer different products and services. The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 20172018 Form 10-K. The measure of segment profitability that is used by
On February 11, 2019, the Company is operating profit.completed the Caraustar Acquisition. Caraustar sells a variety of specialty paper products which complement the Company's Paper Packaging & Services specialty portfolio. The results of Caraustar are recorded within the Paper Packaging & Services segment while the Company evaluates the impact of the Caraustar Acquisition on its reportable business segments.
The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2019:
 Three Months Ended April 30,2019
(in millions)United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services$232.9
 $283.7
 $115.0
 $631.6
Paper Packaging & Services491.6
 
 6.0
 497.6
Flexible Products & Services8.6
 60.7
 7.7
 77.0
Land Management7.1
 
 
 7.1
Total net sales$740.2
 $344.4
 $128.7
 $1,213.3


 Six Months Ended April 30,2019
(in millions)United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services$458.4
 $535.6
 $235.5
 $1,229.5
Paper Packaging & Services708.9
 
 6.0
 714.9
Flexible Products & Services16.7
 120.0
 15.4
 152.1
Land Management13.8
 
 
 13.8
Total net sales$1,197.8
 $655.6
 $256.9
 $2,110.3

The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2018:
 Three Months Ended April 30,2018
(in millions)United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services$233.4
 $301.6
 $127.7
 $662.7
Paper Packaging & Services213.9
 
 
 213.9
Flexible Products & Services8.6
 69.1
 6.4
 84.1
Land Management7.6
 
 
 7.6
Total net sales$463.5
 $370.7
 $134.1
 $968.3

 Six Months Ended April 30,2018
(in millions)United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services$447.7
 $568.1
 $262.3
 $1,278.1
Paper Packaging & Services417.7
 
 
 417.7
Flexible Products & Services16.7
 133.9
 13.5
 164.1
Land Management14.1
 
 
 14.1
Total net sales$896.2
 $702.0
 $275.8
 $1,874.0

The following segment information is presented for the periods indicated:
Three Months Ended
April 30,
 Six Months Ended
April 30,
Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 20172019 2018 2019 2018
Net sales:       
Rigid Industrial Packaging & Services$662.7
 $624.3
 $1,278.1
 $1,185.8
Paper Packaging & Services213.9
 188.7
 417.7
 371.6
Flexible Products & Services84.1
 66.6
 164.1
 136.3
Land Management7.6
 7.8
 14.1
 14.6
Total net sales$968.3
 $887.4
 $1,874.0
 $1,708.3
       
Operating profit:              
Rigid Industrial Packaging & Services$47.2
 $56.1
 $78.4
 $98.9
$47.0
 $47.2
 $70.3
 $78.4
Paper Packaging & Services33.0
 20.3
 60.9
 40.3
30.2
 33.0
 65.5
 60.9
Flexible Products & Services5.0
 1.8
 8.2
 2.4
11.2
 5.0
 17.2
 8.2
Land Management2.5
 3.3
 5.7
 5.5
2.2
 2.5
 4.8
 5.7
Total operating profit$87.7
 $81.5
 $153.2
 $147.1
$90.6
 $87.7
 $157.8
 $153.2
              
Depreciation, depletion and amortization expense:              
Rigid Industrial Packaging & Services$21.1
 $20.5
 $41.7
 $39.9
$18.7
 $21.1
 $38.4
 $41.7
Paper Packaging & Services8.4
 7.6
 16.7
 15.9
34.2
 8.4
 43.0
 16.7
Flexible Products & Services1.8
 1.5
 3.6
 3.4
1.6
 1.8
 3.3
 3.6
Land Management1.1
 1.4
 2.1
 2.5
1.0
 1.1
 2.1
 2.1
Total depreciation, depletion and amortization expense$32.4
 $31.0
 $64.1
 $61.7
$55.5
 $32.4
 $86.8
 $64.1

The following table presents net sales to external customers by geographic area:
 Three Months Ended
April 30,
 Six Months Ended
April 30,
(in millions)2018 2017 2018 2017
Net sales:       
United States$463.5
 $434.5
 $896.2
 $842.5
Europe, Middle East and Africa370.7
 325.5
 702.0
 611.4
Asia Pacific and other Americas134.1
 127.4
 275.8
 254.4
Total net sales$968.3
 $887.4
 $1,874.0
 $1,708.3
The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:
(in millions)April 30,
2018
 October 31,
2017
April 30,
2019
 October 31,
2018
Assets:      
Rigid Industrial Packaging & Services$2,083.0
 $1,976.7
$2,069.2
 $1,963.0
Paper Packaging & Services478.2
 459.8
2,683.8
 474.3
Flexible Products & Services174.2
 163.2
155.5
 153.9
Land Management346.6
 345.4
349.7
 347.2
Total segments3,082.0
 2,945.1
5,258.2
 2,938.4
Corporate and other264.8
 287.2
252.2
 256.4
Total assets$3,346.8
 $3,232.3
$5,510.4
 $3,194.8
      
Properties, plants and equipment, net:      
United States$736.6
 $730.1
$1,305.7
 $796.3
Europe, Middle East and Africa321.5
 322.0
260.7
 276.9
Asia Pacific and other Americas131.8
 136.3
119.0
 118.7
Total properties, plants and equipment, net$1,189.9
 $1,188.4
$1,685.4
 $1,191.9
NOTE 17 — REDEEMABLE NONCONTROLLING INTERESTS
Mandatorily Redeemable Noncontrolling Interests
The terms of the joint venture agreement for one joint venture within the Rigid Industrial Packaging & Services segment include mandatory redemption by the Company, in cash, of the noncontrolling interest holders’ equity at a formulaic price after the expiration of a lockout period specific to each noncontrolling interest holder. The redemption features cause the interest to be classified as a mandatorily redeemable instrument under the accounting guidance, and this interest is included at the current redemption value each period in long-term or short-term liabilities of the Company, as applicable. The impact of marking to redemption value at each period end is recorded in interest expense. The Company has a contractual obligation to redeem the outstanding equity interest of each remaining partner in 2021 and 2022, respectively.
The following table summarizes the change in mandatorily redeemable noncontrolling interest for the six months ended April 30, 2018:2019:
(in millions)
Mandatorily
Redeemable
Noncontrolling
Interest
Mandatorily
Redeemable
Noncontrolling
Interest
Balance as of October 31, 2017$9.2
Balance as of October 31, 2018$8.6
Current period mark to redemption value(0.5)(0.6)
Balance as of April 30, 2018$8.7
Balance as of April 30, 2019$8.0
Redeemable Noncontrolling Interests

Redeemable noncontrolling interests related to onetwo joint ventureventures within the Paper Packaging & Services segment and one joint venture within the Rigid Industrial Packaging & Services segment are held by the respective noncontrolling interest owners. The holders of these interests share in the profits and losses of these entities on a pro rata basis with the Company. However, the noncontrolling interest owners have the right to put all or a portion of those noncontrolling interests to the Company at a formulaic price after a set period of time, specific to each agreement.
On November 15, 2018, one of the noncontrolling interest owners related to one of the Paper Packaging & Services joint ventures exercised their put option for all of their ownership interest. As of April 30, 2019, the Company made a payment for approximately $10.1 million to the noncontrolling interest owner. The Company also entered into a Stock Purchase Agreement with another noncontrolling interest owner related to the same Paper Packaging & Services joint venture, pursuant to which the owner received a $1.8 million payment for certain of its equity.

Redeemable noncontrolling interests are reflected in the interim condensed consolidated balance sheets at redemption value. The following table summarizes the change in redeemable noncontrolling interest for the six months ended April 30, 2018:2019:
(in millions)
Redeemable
Noncontrolling
Interest
Redeemable
Noncontrolling
Interest
Balance as of October 31, 2017$31.5
Balance as of October 31, 2018$35.5
Current period mark to redemption value1.8
(1.0)
Repurchase of redeemable shareholder interest(11.9)
Redeemable noncontrolling interest share of income and other1.9
1.3
Dividends to redeemable noncontrolling interest and other(1.4)0.4
Balance as of April 30, 2018$33.8
Balance as of April 30, 2019$24.3

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The terms “Greif,” “our company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-Q to the years 20182019 or 2017,2018, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year.
The discussion and analysis presented below relates to the material changes in financial condition and results of operations for our interim condensed consolidated balance sheets as of April 30, 20182019 and October 31, 2017,2018, and for the interim condensed consolidated statements of income for the three and six months ended April 30, 20182019 and 2017.2018. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended October 31, 20172018 (the “2017“2018 Form 10-K”). Readers are encouraged to review the entire 20172018 Form 10-K, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.
All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, trends and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “aspiration,” “objective,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q are based on assumptions, expectations and other information currently available to management. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct.
Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, whether expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) we may not successfully implement our business strategies, including achieving our transformation and growth objectives, (iii) our operations subject us to currency exchange and political risks that could adversely affect our results of operations, (iv) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business, (v) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (vi) we operate in highly competitive industries, (vii) our business is sensitive to changes in industry demands, (viii) raw material and energy price fluctuations and shortages may adversely impact our manufacturing operations and costs, (ix) changes in U.S. trade policies could impact the cost of imported goods into the U.S., which may materially impact our revenues or increase our operating costs, (x) the results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business, (xi) geopolitical conditions, including direct or indirect acts of war or terrorism, could have a material adverse effect on our operations and financial results, (x)(xii) we may encounter difficulties arising from acquisitions, (xi)including the inability to realize projected synergies (xiii) in connection with acquisitions or divestitures, we may become subject to liabilities (xii)(xiv) we may incur additional restructuring costs and there is no guarantee that our efforts to reduce costs will be successful, (xiii)(xv) we could be subject to changes in our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xiv)(xvi) full realization of our deferred tax assets may

be affected by a number of factors, (xv)(xvii) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xvi)(xviii) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xvii)(xix) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xviii)(xx) our business may be adversely impacted by work stoppages and other labor relations matters, (xix)(xxi) we may not successfully identify illegal immigrants in our workforce, (xx)(xxii) our pension and postretirement plans are underfunded and will require future cash contributions and our required future cash contributions could be higher than we expect, each of which could have a material adverse effect on our financial condition and liquidity, (xxi)(xxiii) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage, (xxii)(xxiv) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology (IT) and other business systems, (xxiii)(xxv) a security breach of customer, employee, supplier or Company information may have a material adverse effect on our business, financial condition and results of operations, (xxiv)(xxvi) legislation/regulation related to environmental and health and safety matters and corporate social responsibility could negatively impact our operations and financial performance, (xxv)(xxvii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, (xxvi)(xxviii) we may incur fines or penalties, damage to our reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws, (xxvii)(xxix) changing climate, climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxviii)(xxx) the frequency and volume of our timber and timberland sales will impact our financial performance, (xxix)(xxxi) changes in U.S. generally accepted accounting principles (U.S. GAAP) and SEC rules and regulations

could materially impact our reported results, (xxx)(xxxii) if we fail to maintain an effective system of internal control, we may not be able to accurately report financial results or prevent fraud, and (xxxi)(xxxiii) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations. The risks described above are not all-inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, see “Risk Factors” in Part I, Item 1A of our most recently filed Form 10-K and our other filings with the Securities and Exchange Commission. All forward-looking statements made in this Form 10-Q are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
OVERVIEW
Business Segments
We operate in four reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging & Services; Flexible Products & Services; and Land Management.
We are a leading global producer 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, filling, logistics, warehousing and other packaging services. We sell our industrial packaging products and services to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and minerals, among others.

We produce and sell containerboard, corrugated sheets, corrugated containers, and other corrugated and specialty products to customers in North America in industries such as packaging, automotive, food and building products.America. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, building products, automotive components, books and furniture, as well as numerous other applications. We also produce and sell coated and uncoated recycled paperboard, which we use to produce industrial products (tubes and cores, construction products, protective packaging, and adhesives) and consumer packaging products (folding cartons, set-up boxes, and packaging services), that we sell. In addition, we purchase and sell recycled fiber. Customer industries and end markets include food and food services, packaging, automotive, and building and housing products.
We are a leading global producer of flexible intermediate bulk containers and related services. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is produced at our production sites, as well as sourced from strategic regional suppliers. Our flexible products are sold globally and service similar customers and market segments as our Rigid Industrial Packaging & Services segment. Additionally, our flexible products significantly expand our presence in the agricultural and food industries, among others.
As of April 30, 2018,2019, we owned approximately 245,000251,000 acres of timber properties in the southeastern United States. Our Land Management team is focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use properties, which consist of surplus properties, higher and better use (“HBU”) properties and development properties.

CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these interim condensed consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of our interim condensed consolidated financial statements.
Our critical accounting policies are discussed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 20172018 Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the interim condensed consolidated financial statements with useful and reliable information about our results of operations and financial condition. No material changes to our critical accounting policies, as previously disclosed, have occurred during the first six months of fiscal 2018.2019, except for changes to our business combination and revenue recognition policies as discussed below and in Note 2 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q.
Business Combinations
We completed our acquisition of Caraustar Industries, Inc. (“Caraustar”) on February 11, 2019 (the “Caraustar Acquisition”). As a result of this acquisition, the portfolio of products in our Paper Packaging and Services segment significantly expanded. Caraustar's results of operations have been included in our financial results for the period subsequent to the acquisition date.
Under the acquisition method of accounting, we allocate the fair value of purchase consideration transferred to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess purchase consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill.
When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.
See Note 3 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q.
Recently Issued and Newly Adopted Accounting Standards
See Note 1 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of this Form 10-Q for a detailed description of recently issued and newly adopted accounting standards.


RESULTS OF OPERATIONS
The following comparative information is presented for the three and six months ended April 30, 20182019 and 2017.2018. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors.
Items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A — Risk Factors, of the 20172018 Form 10-K. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
The non-GAAP financial measure of Adjusted EBITDA is used throughout the following discussion of our results of operations.operations, both for our consolidated and segment results. For our consolidated results, EBITDA, also a non-GAAP financial measure, is defined as net income, plus interest expense, net, including debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization. Adjusted EBITDA is defined as net income, plus interest expense, net, including debt extinguishment charges, plus income tax (benefit) expense, plus depreciation, depletion and amortization.amortization expense, plus restructuring charges, plus acquisition-related costs, plus non-cash impairment charges, less (gain) loss on disposal of properties, plants, equipment and businesses, net. Since we do not calculate net income by business segment, Adjusted EBITDA by business segment is reconciled to operating profit by business segment.segment less other (income) expense, net, less equity earnings of unconsolidated affiliates, net of

tax, plus depreciation, depletion and amortization expense, plus restructuring charges, plus acquisition-related costs, plus non-cash asset impairment charges, less (gain) loss on disposal of properties, plants, equipment and businesses, net. We use Adjusted EBITDA as one of the financial measures to evaluate our historical and ongoing operations and believe that this non-GAAP financial measure is useful to enable investors to perform meaningful comparisons of our historical and current performance. In addition, we present our U.S. and non-U.S. income before income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement charges, restructuring charges, debt extinguishment charges, acquisition-related costs and (gains) losses on sales of businesses, net, which are non-GAAP financial measures.  We believe that excluding the impact of these special items (non-cash asset impairment charges, non-cash pension settlement charges, restructuring charges, and losses on sales of businesses)adjustments enable investors to perform a meaningful comparison of the geographic source of our income before income tax expense and is information that investors find valuable.  The foregoing non-GAAP financial measures are intended to supplement and should be read together with our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures.
Second Quarter Results
The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our business segments for the three month periodsmonths ended April 30, 20182019 and 2017:2018:
Three Months Ended
April 30,
Three Months Ended
April 30,
(in millions)2018 20172019 2018
Net sales:      
Rigid Industrial Packaging & Services$662.7
 $624.3
$631.6
 $662.7
Paper Packaging & Services213.9
 188.7
497.6
 213.9
Flexible Products & Services84.1
 66.6
77.0
 84.1
Land Management7.6
 7.8
7.1
 7.6
Total net sales$968.3
 $887.4
$1,213.3
 $968.3
   
Operating profit:      
Rigid Industrial Packaging & Services$47.2
 $56.1
$47.0
 $47.2
Paper Packaging & Services33.0
 20.3
30.2
 33.0
Flexible Products & Services5.0
 1.8
11.2
 5.0
Land Management2.5
 3.3
2.2
 2.5
Total operating profit$87.7
 $81.5
$90.6
 $87.7
   
EBITDA:      
Rigid Industrial Packaging & Services$66.3
 $72.5
$62.5
 $66.3
Paper Packaging & Services41.1
 27.4
65.4
 41.1
Flexible Products & Services7.4
 3.6
12.8
 7.4
Land Management3.6
 4.7
3.2
 3.6
Total EBITDA$118.4
 $108.2
$143.9
 $118.4
Adjusted EBITDA:   
Rigid Industrial Packaging & Services$68.9
 $71.6
Paper Packaging & Services82.1
 41.1
Flexible Products & Services7.7
 7.4
Land Management3.3
 3.2
Total Adjusted EBITDA$162.0
 $123.3

The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three month periodsmonths ended April 30, 20182019 and 2017:2018:
Three Months Ended
April 30,
Three Months Ended
April 30,
(in millions)2018 20172019 2018
Net income$51.9
 $39.9
$21.1
 $51.9
Plus: interest expense, net13.0
 14.3
33.9
 13.0
Plus: income tax expense21.1
 23.0
Plus: debt extinguishment charges21.9
 
Plus: income tax expense (benefit)11.5
 21.1
Plus: depreciation, depletion and amortization expense32.4
 31.0
55.5
 32.4
EBITDA$118.4
 $108.2
$143.9
 $118.4
Net income$51.9
 $39.9
$21.1
 $51.9
Plus: interest expense, net13.0
 14.3
33.9
 13.0
Plus: pension settlement charge
 1.1
Plus: income tax expense21.1
 23.0
Plus: debt extinguishment charges21.9
 
Plus: income tax expense (benefit)11.5
 21.1
Plus: other expense, net2.5
 3.2
2.3
 2.5
Plus: equity earnings of unconsolidated affiliates, net of tax(0.8) 
(0.1) (0.8)
Operating profit87.7
 81.5
90.6
 87.7
Less: other expense, net2.5
 3.2
2.3
 2.5
Less: pension settlement charge
 1.1
Less: equity earnings of unconsolidated affiliates, net of tax(0.8) 
(0.1) (0.8)
Plus: depreciation, depletion and amortization expense32.4
 31.0
55.5
 32.4
EBITDA$118.4
 $108.2
$143.9
 $118.4
Plus: restructuring charges7.5
 6.0
Plus: acquisition-related costs13.8
 
Plus: non-cash asset impairment charges
 0.4
Plus: gain on disposal of properties, plants, equipment, and businesses, net(3.2) (1.5)
Adjusted EBITDA$162.0
 $123.3

The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three month periodsmonths ended April 30, 20182019 and 2017:2018:
Three Months Ended
April 30,
Three Months Ended
April 30,
(in millions)2018 20172019 2018
Rigid Industrial Packaging & Services      
Operating profit$47.2
 $56.1
47.0
 47.2
Less: other expense, net2.8
 3.5
Less: pension settlement charge
 0.6
Less: other (income) expense, net3.3
 2.8
Less: equity earnings of unconsolidated affiliates, net of tax(0.8) 
(0.1) (0.8)
Plus: depreciation and amortization expense21.1
 20.5
18.7
 21.1
EBITDA$66.3
 $72.5
$62.5
 $66.3
   
Plus: restructuring charges4.4
 6.0
Plus: acquisition-related costs0.2
 
Plus: non-cash asset impairment charges
 0.4
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net1.8
 (1.1)
Adjusted EBITDA$68.9
 $71.6
Paper Packaging & Services      
Operating profit$33.0
 $20.3
30.2
 33.0
Less: other expense, net0.3
 
Less: pension settlement charge
 0.5
Less: other (income) expense, net(1.0) 0.3
Plus: depreciation and amortization expense8.4
 7.6
34.2
 8.4
EBITDA$41.1
 $27.4
$65.4
 $41.1
   
Plus: restructuring charges3.0
 
Plus: acquisition-related costs13.6
 
Less: (gain) loss on disposal of properties, plants, equipment, net0.1
 
Adjusted EBITDA$82.1
 $41.1
Flexible Products & Services      
Operating profit$5.0
 $1.8
11.2
 5.0
Less: other (income) expense, net(0.6) (0.3)
 (0.6)
Plus: depreciation and amortization expense1.8
 1.5
1.6
 1.8
EBITDA$7.4
 $3.6
$12.8
 $7.4
   
Less: (gain) loss on disposal of properties, plants, equipment, net(5.1) 
Adjusted EBITDA$7.7
 $7.4
Land Management      
Operating profit$2.5
 $3.3
2.2
 2.5
Plus: depreciation, depletion and amortization expense1.1
 1.4
1.0
 1.1
EBITDA$3.6
 $4.7
$3.2
 $3.6
   
Consolidated EBITDA$118.4
 $108.2
Plus: restructuring charges0.1
 
Less: (gain) loss on disposal of properties, plants, equipment, net
 (0.4)
Adjusted EBITDA$3.3
 $3.2
Net Sales
Net sales were $1,213.3 million for the second quarter of 2019 compared with $968.3 million for the second quarter of 2018 compared with $887.4 million for the second quarter of 2017.2018. The 9.125.3 percent increase was due primarily to strategic pricing initiatives and increases in index prices in our Rigid Industrial Packaging & Services segment, selling price increases due to increases in published containerboard pricing and increasedthe sales volumes in our Paper Packaging & Services segment, strategic pricing decisions and product mix in our Flexible Products & Services segment and a $40.9 million impact of foreign currency translation,contributed by the acquired Caraustar operations, partially offset by volume declines due to customer operational interruptions, weather and strategic pricing decisionslower volumes certain in our Rigid Industrial Packaging & Services segment.regions. See the "Segment Review" below for additional information on net sales by segment duringfor the second quarter of 2018.2019.
Gross Profit

Gross profit was $248.7 million for the second quarter of 2019 compared with $195.3 million for the second quarter of 2018 compared with $181.9 million for the second quarter of 2017.2018. The respective reasons for the change in each segment are described below in the “Segment Review.” Gross profit margin was 20.5 percent for the second quarter of 2019 compared with 20.2 percent for the second quarter of 2018 compared with 20.5 percent for the second quarter of 2017.

2018.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $140.0 million for the second quarter of 2019 and $102.7 million for the second quarter of 20182018. This increase was primarily due to expenses attributable to the acquired Caraustar operations, partially offset by a decrease in salaries and $97.0 millionbenefits costs. SG&A expenses were 11.5 percent of net sales for the second quarter of 2017. This increase was due primarily to the impact of foreign currency translation of $4.2 million and increased salaries and benefits costs in the second quarter of 2018. SG&A expenses were2019 compared with 10.6 percent of net sales for the second quarter of 2018 compared with 10.9 percent of net sales for the second quarter of 2017.2018.
Restructuring Charges
Restructuring charges were $7.5 million for the second quarter of 2019 compared with $6.0 million for the second quarter of 2018 compared with $5.1 million for the second quarter of 2017.2018. See Note 67 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the restructuring charges reported duringfor the second quarter of 2018.2019.
Gain on Disposal of Properties, Plants and Equipment, net
TheThe gain on disposaldisposal of properties, plants and equipment, net was $1.5$4.9 million and $1.8$1.5 million for the second quarter of 20182019 and 2017,2018, respectively. See Note 45 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the gain reported duringfor the second quarter of 2018.2019.
Operating ProfitLoss on Disposal of Businesses, net
The loss on disposal of business, net was $1.7 million for the second quarter of 2019. There was no gain on disposal of businesses, net for the second quarter of 2018. See Note 3 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the loss reported for the second quarter of 2019.
Financial Measures
Operating profit was $90.6 million for the second quarter of 2019 compared with $87.7 million for the second quarter of 2018 compared with $81.52018. Net income was $21.1 million for the second quarter of 2017. The $6.2 million increase consisted of a $12.7 million increase in the Paper Packaging & Services segment and a $3.2 million increase in the Flexible Products & Services segment, offset by a $0.8 million decrease in the Land Management segment and a $8.9 million decrease in the Rigid Industrial Packaging & Services segment. When2019 compared to the second quarter of 2017, the primary factors that contributed to the $6.2 million increase in operating profit were increased gross profit of $13.4 million and decreased impairment charges of $1.6 million, offset by increased SG&A expenses of $5.7 million, and decreased gains on sale of properties, plants and equipment, and businesses, net of $2.2 million, .
EBITDA
EBITDA was $118.4with $51.9 million for the second quarter of 2018 compared with $108.22018. Adjusted EBITDA was $162.0 million for the second quarter of 2017.2019 compared with $123.3 million for the second quarter of 2018. The $10.2$38.7 million increase in Adjusted EBITDA was primarily due to the same factors that impacted operating profit,contribution from the acquired Caraustar operations and an increase in selling prices on our primary products as described above.a result of strategic pricing decisions.
Trends
We anticipate our fiscal 2018 results will benefit from stronger demand from keythe global macroeconomic conditions to continue to remain choppy through 2019 depending on the region and end use segments. We anticipate these benefits will be partially offset by a continuationsegment.  In our Paper Packaging & Services business segment, containerboard demand is expected to remain soft in the U.S. and the rest of the rapidly rising raw material costs in North America that we experienced inworld during the first halfremainder of the fiscal 2018, specifically steel and other raw materials inyear.  In our Rigid Industrial Packaging & Services business segment, as well aswe anticipate continued softness in Western and Central Europe, China and the U.S. Gulf region, partially offset by increasespositive overall demand patterns in other regions, like Eastern Europe, the Middle East and Southern Europe and slight improvement in the second half of the calendar year in chemical end use segments. Raw material prices for steel, resin and old corrugated containers are expected to remain volatile, but transportation costs seen across partsare expected to be relatively stable for the remainder of our global network. We expect these cost increases to impact our fiscal 2018 results until raw material price increases slow down or prices flatten and allow for contractual price adjustment mechanisms to catch up. We also anticipate that our Paper Packaging & Services segment will benefit from a more favorable price - cost relationship as containerboard price increases that have been announced are fully realized and that old corrugated container costs will remain favorable when compared to 2017.2019.
Segment Review
Rigid Industrial Packaging & Services
Our Rigid Industrial Packaging & Services segment offers a comprehensive line 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, filling, logistics, warehousing and other packaging services. Key factors influencing profitability in the Rigid Industrial Packaging & Services segment are:
Selling prices, product mix, customer demand and sales volumes;
Raw material costs, primarily steel, resin, containerboard and used industrial packaging for reconditioning;
Energy and transportation costs;

Benefits from executing the Greif Business System;

Restructuring charges;
Divestiture of businesses and facilities; and
Impact of foreign currency translation.
Net sales increased 6.2decreased 4.7 percent to $631.6 million for the second quarter of 2019 compared with $662.7 million for the second quarter of 2018 compared with $624.32018. The $31.1 million for the second quarter of 2017. The $38.4 million increasedecrease in net sales was due primarily to the resultimpact of foreign currency translation and decreased volume in certain regions, partially offset by an increase in selling prices due to strategic pricing decisions, increases in index prices and a $32.6 million impact of foreign currency translation, partially offset by volume declines due to customer operational interruptions, weather and strategic pricing decisions.
Gross profit was $121.0 million for the second quarter of 2019 compared with $124.9 million for the second quarter of 2018 compared with $133.9 million for the second quarter of 2017.2018. The $9.0$3.9 million decrease in gross profit was due primarily to increased raw material costs, increased manufacturing and transportation expenses and the timing of contractual pass through arrangements. Gross profit margin decreased to 18.8 percent from 21.4 percent for the three months ended April 30, 2018 and 2017, respectively.
Operating profit was $47.2 million for the second quarter of 2018 compared with operating profit of $56.1 million for the second quarter of 2017. The $8.9 million decrease was primarily attributable to the same factors that impacted gross profit, increased restructuring expenses of $1.6 million, and a decrease in gains on disposal of properties, plants, equipment and businesses, net of $1.1 million, partially offset by a decrease in SG&A expenses of $1.2 million and a decrease in impairment charges of $1.6 million.
EBITDA was $66.3 million for the second quarter of 2018 compared with $72.5 million for the second quarter of 2017. The $6.2 million decrease was primarily due to the same factors that impacted net sales. Gross profit margin increased to 19.2 percent from 18.8 percent for the segment’sthree months ended April 30, 2019 and 2018, respectively.
Operating profit was $47.0 million for the second quarter of 2019 compared with operating profit as described above.of $47.2 million for the second quarter of 2018. Adjusted EBITDA was $68.9 million for the second quarter of 2019 compared with $71.6 million for the second quarter of 2018. The $2.7 million decrease was due to the same factors that impacted net sales, partially offset by a reduction in segment SG&A expense.
Paper Packaging & Services
Our Paper Packaging & Services segment produces and sells containerboard, corrugated sheets, corrugated containers, and other corrugated and specialty products to customers in North America. We also produce and sell coated and uncoated recycled paperboard, which we use to produce industrial products (tubes and cores, construction products, protective packaging, and adhesives) and consumer packaging products (folding cartons, set-up boxes, and packaging services) that we sell. In addition, we purchase and sell recycled fiber. Key factors influencing profitability in the Paper Packaging & Services segment are:
Selling prices, product mix, customer demand and sales volumes;
Raw material costs, primarily old corrugated containers;
Energy and transportation costs; and
Benefits from executing the Greif Business System.System; and
Restructuring charges.
Net sales increased 13.4132.6 percent to $497.6 million for the second quarter of 2019 compared with $213.9 million for the second quarter of 2018, compared with $188.7primarily due to $293.3 million of contribution from the acquired Caraustar operations, partially offset by lower containerboard sales volumes.
Gross profit was $108.3 million for the second quarter of 2017, primarily due to increased published containerboard prices and increased sales volumes.
Gross profit was2019 compared with $49.9 million for the second quarter of 2018. The increase in gross profit was primarily due to $56.3 million of contribution from the acquired Caraustar operations. Gross profit margin was 21.8 percent and 23.3 percent for the second quarters of 2019 and 2018, compared with $32.9respectively. The decrease in gross profit margin was primarily due to lower gross profit margin related to the acquired Caraustar operations.
Operating profit was $30.2 million for the second quarter of 2017. Gross profit margin was 23.3 percent and 17.4 percent for the second quarters of 2018 and 2017, respectively. The increase in gross profit and gross profit margin was due primarily to higher containerboard sales prices and lower old corrugated container raw material input costs, partially offset by increased transportation costs.
Operating profit was2019 compared with $33.0 million for the second quarter of 2018 compared with $20.32018. Adjusted EBITDA was $82.1 million for the second quarter of 2017. The increase was primarily due to the same factors impacting gross profit.
EBITDA was2019 compared with $41.1 million for the second quarter of 2018 compared with $27.42018. The $41.0 million for the second quarter of 2017. The $13.7 million increase in Adjusted EBITDA was due primarily to $34.9 million of contribution from the same factors that impacted the segment’sacquired Caraustar operations and a reduction in segment SG&A expenses. The movement in operating profit as described above.remained flat in comparison to Adjusted EBITDA due to restructuring and acquisition-related costs.
Flexible Products & Services
Our Flexible Products & Services segment offers a comprehensive line of flexible products, such as flexible intermediate bulk containers. Key factors influencing profitability in the Flexible Products & Services segment are:
Selling prices, product mix, customer demand and sales volumes;
Raw material costs, primarily resin;
Energy and transportation costs;

Benefits from executing the Greif Business System;
Restructuring charges;

Divestiture of businesses and facilities; and
Impact of foreign currency translation.
Net sales increased $17.5decreased $7.1 million to $77.0 million for the second quarter of 2019 compared with $84.1 million for the second quarter of 2018 compared with $66.62018. The decrease was primarily due to the impact of foreign currency translation and volume decreases, partially offset by product mix.
Gross profit was $16.6 million for the second quarter of 2017. The increase was due primarily to product mix, strategic pricing decisions, volume increases, and a $8.3 million impact of foreign currency translation.
Gross profit was2019 compared with $17.6 million for the second quarter of 2018 compared with $12.3 million2018. The decrease was primarily due to lower sales, partially offset by manufacturing efficiencies. The increase in gross profit margin to 21.6 percent for the second quarter of 2017. The increase was due primarily to the same factors that impacted net sales and improved transportation and manufacturing efficiencies, which also contributed to the increase in gross profit margin to2019 from 20.9 percent for the second quarter of 2018 from 18.5 percentwas primarily due to manufacturing efficiencies and the impact of foreign currency translation.
Operating profit was $11.2 million for the second quarter of 2017.
Operating profit was2019 compared with $5.0 million for the second quarter of 2018 compared with $1.82018. The increase in operating profit was primarily due to a $5.1 million gain on disposal of properties, plants and equipment. Adjusted EBITDA was $7.7 million for the second quarter of 2017. The increase was primarily related to the same factors impacting gross profit, partially offset by an increase in SG&A expenses of $2.4 million.
EBITDA was2019 compared with $7.4 million for the second quarter of 2018 compared with $3.6 million for the second quarter of 2017.2018. The increase in Adjusted EBITDA was primarily due primarily to the same factors that impacted the segment’s operating profit, as described above.a reduction in segment SG&A expense, partially offset by lower gross profit.
Land Management
As of April 30, 2018,2019, our Land Management segment consisted of approximately 245,000251,000 acres of timber properties in the southeastern United States. Key factors influencing profitability in the Land Management segment are:
Planned level of timber sales;
Selling prices and customer demand;
Gains on timberland sales; and
Gains on the disposal of development, surplus and HBU properties (“special use property”).
In order to maximize the value of our timber property, we continue to review our current portfolio and explore the development of certain of these properties in the United States. This process has led us to characterize our property as follows:
Surplus property, meaning land that cannot be efficiently or effectively managed by us, whether due to parcel size, lack of productivity, location, access limitations or for other reasons.
HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling timber.
Development property, meaning HBU land that, with additional investment, may have a significantly higher market value than its HBU market value.
Core Timberland, meaning land that is best suited for growing and selling timber.
We report the disposal of surplus and HBU property in our interim condensed consolidated statements of income under “gain on disposals of properties, plants and equipment and businesses, net” and report the sale of development property under “net sales” and “cost of products sold.” All HBU, development and surplus property is used by us to productively grow and sell timber until sold. Timberland gains are recorded as gains on disposals of properties, plants and equipment, net.
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.
As of April 30, 2018,2019, we had approximately 19,40018,800 acres of special use property in the United States.
Net sales decreased to $7.1 million for the second quarter of 2019 compared with $7.6 million for the second quarter of 2018 compared with $7.82018.
Operating profit decreased to $2.2 million for the second quarter of 2017.
Operating profit decreased to2019 compared with $2.5 million for the second quarter of 2018 compared with2018. Adjusted EBITDA was $3.3 million for the second quarter of 2017 primarily due a decrease in gains on the disposal of special use property of $1.0 million.

EBITDA was $3.6 million and $4.7$3.2 million for the second quarters of 2019 and 2018, and 2017, respectively.

Other Income Statement Changes
Interest expense, net
Interest expense, net, was $33.9 million for the second quarter of 2019 compared with $13.0 million for the second quarter of 2018 compared with $14.3 million for the second quarter of 2017.2018. This decreaseincrease was primarily due to lower long-termthe incremental debt balances and lower interest rates resulting fromincurred in connection with the Caraustar Acquisition, partially offset by the impact of ourinterest rate derivative financial instruments.assets.
U.S. and non-U.S. Income before Income Tax Expense
Refer to the following tables for details of the U.S. and non-U.S. income before income taxes and U.S. and non-U.S. income before income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement charges, restructuring charges, acquisition-related costs, debt extinguishment charges, and gains(gains) losses on sales of businesses.businesses (collectively, "Special Items").
Summary
Three Months Ended
April 30,
Three Months Ended
April 30,
2018 20172019 2018
Non-U.S. % of Consolidated Net Sales52.2% 51.0%39.0 % 52.2%
U.S. % of Consolidated Net Sales47.8% 49.0%61.0 % 47.8%
100.0% 100.0%100.0 % 100.0%
Non-U.S. % of Consolidated I.B.I.T.46.6% 43.7%115.3 % 46.6%
U.S. % of Consolidated I.B.I.T.53.4% 56.3%(15.3)% 53.4%
100.0% 100.0%100.0 % 100.0%
Non-U.S. % of Consolidated I.B.I.T. before Special Items50.1% 42.6%53.4 % 50.1%
U.S. % of Consolidated I.B.I.T. before Special Items49.9% 57.4%46.6 % 49.9%
100.0% 100.0%100.0 % 100.0%
Non-U.S. I.B.I.T. Reconciliation
Three Months Ended
April 30,
Three Months Ended
April 30,
(in millions)2018 20172019 2018
Non-U.S. I.B.I.T.$33.6
 $27.5
$37.5
 $33.6
Non-cash asset impairment charges0.4
 (0.1)
 0.4
Restructuring charges5.4
 4.0
1.9
 5.4
Gain on sale of businesses, net
 (1.9)
Acquisition-related costs0.2
 
(Gain) loss on sale of businesses, net1.7
 
Total Non-U.S. Special Items5.8
 2.0
3.8
 5.8
Non-U.S. I.B.I.T. before Special Items$39.4
 $29.5
$41.3
 $39.4

U.S. I.B.I.T. Reconciliation
Three Months Ended
April 30,
Three Months Ended
April 30,
(in millions)2018 20172019 2018
U.S. I.B.I.T.$38.6
 $35.4
$(5.0) $38.6
Non-cash asset impairment charges
 2.1

 
Non-cash pension settlement charge
 1.1
Restructuring charges0.6
 1.1
5.6
 0.6
Acquisition-related costs13.6
 
Debt extinguishment charges21.9
 
(Gain) loss on sale of businesses, net
 
Total U.S. Special Items0.6
 4.3
41.1
 0.6
U.S. I.B.I.T. before Special Items$39.2
 $39.7
$36.1
 $39.2
*I.B.I.T. is Income Before Income Tax Expense = I.B.I.T.

Income tax expense
For the second quarter of 2018, income tax expense was $21.1 million on $72.2 million of pretax income, as compared to the second quarter of 2017, where income tax expense was $23.0 million on $62.9 million of pretax income. Our quarterly income tax expense was computed in accordance with ASC 740-270.740-270 "Income Taxes - Interim Reporting." In accordance with this accounting standard, certainannual estimated tax expense is computed based on forecasted annual earnings and other forecasted annual amounts, including, but not limited to items are forecasted, such as uncertain tax positions and withholding taxes, and deferred tax liabilities for unremitted foreign earnings.taxes. Additionally, losses from jurisdictions for which a valuation allowance havehas been provided have not been included in the amountannual estimated tax rate. Income tax expense each quarter is provided for on a current year-to-date basis using the annual estimated tax rate, adjusted for discrete taxable events that occur during the interim period.
Income tax expense for the second quarter of 2019 was $11.5 million on $32.5 million of pretax income and income tax expense for the second quarter of 2018 was $21.1 million on $72.2 million of pretax income. In addition to which the ASC 740-270 rate was applied, as well as the timing of recognition of the relatedannual tax expense underrecognized for the quarters in accordance with ASC 740-270.
Discrete740-270, we also recorded a provisional net tax benefit of $6.5 million for the addition of Caraustar. Other immaterial discrete items in the quarter resulted in an increase in incomea tax benefit of $1.6 million. For the second quarter of 2018, the net tax expense of $2.3 million. This amountrecorded included a $1.0$4.3 million increase to the changes in the measurement of uncertain tax positions, which was netted against releases resulting from audit settlements, as well as expiration of the statute of limitations in several jurisdictions. Additionally, other increases to income tax expense included $1.3 million of immaterial discrete items. The increase was offset by an additional provisional decrease in income tax expense of $4.3 millionbenefit related to the re-measurement of deferred tax balances to reflectas a result of the reductionTax Cuts and Jobs Act of 2017 (the "Tax Reform Act"). Other immaterial discrete items in the U.S. corporate incomequarter resulted in a net tax rate resulting from the Tax Reform Act.expense of $3.0 million.
We are subject to audits by U.S. federal, state and local tax authorities and foreign tax authorities. We believe that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust its provision for income taxes in the period such resolution occurs.
The estimated net decrease in unrecognized tax benefits for the next 12 months ranges from zero to $5.0$6.0 million. Actual results may differ materially from this estimate.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests represents the portion of earnings from the operations of our majority owned subsidiaries that was subtracted from net income to arrive at net income attributable to us. Net income attributable to noncontrolling interests for the second quarters of 2019 and 2018 and 2017 was $6.8$7.5 million and $3.9$6.8 million, respectively. The increase was primarily due to an increase in the net operating profit of the Flexible Products & Services segment joint venture that was formed in 2010 by Greif, Inc. and one of its indirect subsidiaries (referred to herein as the “Flexible Packaging JV.JV” or “FPS VIE”).
Net income attributable to Greif, Inc.
Based on the same factors noted above, net income attributable to Greif, Inc. was $13.6 million for the second quarter of 2019 compared to $45.1 million for the second quarter of 2018 compared to $36.0 million for the second quarter of 2017.2018.

OTHER COMPREHENSIVE INCOME (LOSS) CHANGES
Foreign 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 the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the effects of translating assets and liabilities of our international operations, are presented in the interim condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss).
Minimum pension liability, net
Change in minimum pension liability, net was $0.7 million and $2.7 million for the second quarters of 2019 and 2018, and 2017 was $2.7 million and $1.3 million, respectively. The increase in comprehensive income (loss) resulting from the change in minimum pension liability, net was primarily due to changes in valuation assumptions and the impact of foreign currency translation.

Year-to-Date Results
The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our business segments for the six month periodsmonths ended April 30, 20182019 and 2017:2018:
Six Months Ended
April 30,
Six Months Ended
April 30,
(in millions)2018 20172019 2018
Net sales:      
Rigid Industrial Packaging & Services$1,278.1
 $1,185.8
$1,229.5
 $1,278.1
Paper Packaging & Services417.7
 371.6
714.9
 417.7
Flexible Products & Services164.1
 136.3
152.1
 164.1
Land Management14.1
 14.6
13.8
 14.1
Total net sales$1,874.0
 $1,708.3
$2,110.3
 $1,874.0
   
Operating profit:      
Rigid Industrial Packaging & Services$78.4
 $98.9
$70.3
 $78.4
Paper Packaging & Services60.9
 40.3
65.5
 60.9
Flexible Products & Services8.2
 2.4
17.2
 8.2
Land Management5.7
 5.5
4.8
 5.7
Total operating profit$153.2
 $147.1
$157.8
 $153.2
   
EBITDA:      
Rigid Industrial Packaging & Services$110.8
 $118.2
$105.7
 $110.8
Paper Packaging & Services77.1
 46.5
109.4
 77.1
Flexible Products & Services12.2
 4.8
20.7
 12.2
Land Management7.8
 7.9
6.9
 7.8
Total EBITDA$207.9
 $177.4
$242.7
 $207.9
Adjusted EBITDA:   
Rigid Industrial Packaging & Services$117.6
 $119.6
Paper Packaging & Services128.6
 77.1
Flexible Products & Services15.6
 12.5
Land Management6.5
 6.2
Total Adjusted EBITDA$268.3
 $215.4

The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the six month periodsmonths ended April 30, 20182019 and 2017:2018:
Six Months Ended
April 30,
Six Months Ended
April 30,
(in millions)2018 20172019 2018
Net income$112.0
 $47.9
$56.9
 $112.0
Plus: interest expense, net26.3
 33.0
45.6
 26.3
Plus: debt extinguishment charges21.9
 
Plus: income tax expense5.5
 34.8
31.5
 5.5
Plus: depreciation, depletion and amortization expense64.1
 61.7
86.8
 64.1
EBITDA$207.9
 $177.4
$242.7
 $207.9
Net income$112.0
 $47.9
$56.9
 $112.0
Plus: interest expense, net26.3
 33.0
45.6
 26.3
Plus: pension settlement charge
 24.6
Plus: debt extinguishment charges21.9
 
Plus: income tax expense5.5
 34.8
31.5
 5.5
Plus: other expense, net10.2
 6.8
2.1
 10.2
Plus: equity earnings of unconsolidated affiliates, net of tax(0.8) 
(0.2) (0.8)
Operating profit153.2

147.1
157.8

153.2
Less: other expense, net10.2
 6.8
2.1
 10.2
Less: pension settlement charge
 24.6
Less: equity earnings of unconsolidated affiliates, net of tax(0.8) 
(0.2) (0.8)
Plus: depreciation, depletion and amortization expense64.1
 61.7
86.8
 64.1
EBITDA$207.9

$177.4
$242.7

$207.9
Plus: restructuring charges11.2
 10.1
Plus: acquisition-related costs16.4
 0.2
Plus: non-cash asset impairment charges2.1
 3.3
Plus: gain on disposal of properties, plants, equipment, and businesses, net(4.1) (6.1)
Adjusted EBITDA$268.3
 $215.4

The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the six month periodsmonths ended April 30, 20182019 and 2017:2018:
Six Months Ended
April 30,
Six Months Ended
April 30,
(in millions)2018 20172019 2018
Rigid Industrial Packaging & Services      
Operating profit$78.4
 $98.9
$70.3
 $78.4
Less: non-cash pension settlement charge
 14.7
Less: other expense, net10.1
 5.9
3.2
 10.1
Less: equity earnings of unconsolidated affiliates, net of tax(0.8) 
(0.2) (0.8)
Plus: depreciation and amortization expense41.7
 39.9
38.4
 41.7
EBITDA$110.8
 $118.2
$105.7
 $110.8
   
Plus: restructuring charges8.0
 9.8
Plus: acquisition-related costs0.3
 0.2
Plus: non-cash impairment charges2.1
 3.3
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net1.5
 (4.5)
Adjusted EBITDA$117.6
 $119.6
Paper Packaging & Services      
Operating profit$60.9
 $40.3
$65.5
 $60.9
Less: non-cash pension settlement charge
 9.7
Less: other expense, net0.5
 
(0.9) 0.5
Plus: depreciation and amortization expense16.7
 15.9
43.0
 16.7
EBITDA$77.1
 $46.5
$109.4
 $77.1
   
Plus: restructuring charges3.1
 
Plus: acquisition-related costs16.1
 
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net
 
Adjusted EBITDA$128.6
 $77.1
Flexible Products & Services      
Operating profit$8.2
 $2.4
$17.2
 $8.2
Less: non-cash pension settlement charge
 0.1
Less: other (income) expense, net(0.4) 0.9
(0.2) (0.4)
Plus: depreciation and amortization expense3.6
 3.4
3.3
 3.6
EBITDA$12.2
 $4.8
$20.7
 $12.2
   
Plus: restructuring charges
 0.3
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net(5.1) 
Adjusted EBITDA$15.6
 $12.5
Land Management      
Operating profit$5.7
 $5.5
$4.8
 $5.7
Less: non-cash pension settlement charge
 0.1
Plus: depreciation, depletion and amortization expense2.1
 2.5
2.1
 2.1
EBITDA$7.8
 $7.9
$6.9
 $7.8
   
Consolidated EBITDA$207.9
 $177.4
Plus: restructuring charges0.1
 
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net(0.5) (1.6)
Adjusted EBITDA$6.5
 $6.2
Net Sales
Net sales were $2,110.3 million for the first half of 2019 compared with $1,874.0 million for the first half of 2018 compared with $1,708.3 million for the first half of 2017.2018. The 9.712.6 percent increase was due primarily to strategic pricing initiatives and increases in index prices in our Rigid Industrial Packaging & Services segment, increases in selling prices due to increases in published containerboard pricing and an increase inthe sales volumes in our Paper Packaging & Services segment, strategic pricing decisions and product mix in our Flexible Products & Services segment and a $71.6 million impact of foreign currency translation,contributed by the acquired Caraustar operations, partially offset by volume declines due to customer operational interruptions, weather and strategic pricing decisions in our Rigid Industrial Packaging & Services segment.certain regions. See the "Segment Review" below for additional information on net sales by segment during the first half of 2018.2019.
Gross Profit

Gross profit was $421.5 million for the first half of 2019 compared with $367.0 million for the first half of 2018 compared with $345.2 million for the first half of 2017.2018. The respective reasons for the improvement or decline in each segment are described below in the “Segment Review.” Gross profit margin was 19.620.0 percent and 20.219.6 percent for first half of 2019 and 2018, and 2017, respectively.

Selling, General and Administrative Expenses
SG&A expenses increased 6.715.4 percent to $206.5$238.1 million for the first half of 20182019 from $193.6$206.3 million for the first half of 2017.2018. This increase was primarily due to increased professional fees relatedexpenses attributable to tax planning, which are expected to generate recurring future tax savings, increased healththe acquired Caraustar operations, partially offset by a decrease in salaries and medical expenses and an increase in incentive accruals based on projected results.benefits costs. SG&A expenses were 11.3 percent of net sales for the first half of 2019 compared with 11.0 percent of net sales for the first half of 2018 compared with 11.3 percent of net sales for the first half of 2017.2018.
Restructuring Charges
Restructuring charges were $11.2 million for the first half of 2019 compared with $10.1 million for the first half of 2018 compared with $4.8 million for the first half of 2017.2018. See Note 67 to the Condensed Consolidated Financial Statementscondensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the restructuring charges reported during the first half of 2018.2019.
Gain on Disposal of Properties, Plants and Equipment, net
The gain on disposal of properties, plants and equipment, net was $6.1$5.8 million and $2.8$6.1 million for the first half of 20182019 and 2017,2018, respectively. See Note 45 to the Condensed Consolidated Financial Statementscondensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the gain reported during the first half of 2018.2019.
GainLoss on Disposal of Businesses, net
The loss on disposal of business, net was $1.7 million for the first half of 2019. There was no gainloss on disposal of businesses, net for the first half of 2018 and $1.4 million during the first half of 2017.2018. See Note 23 to the Condensed Consolidated Financial Statementscondensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information.
Operating ProfitFinancial Measures
Operating profit was $157.8 million for the first half of 2019 compared with $153.2 million for the first half of 2018 compared with $147.12018. Net income was $56.9 million for the first half of 2017. The $6.1 million increase consisted of a $20.6 million increase in the Paper Packaging & Services segment, a $5.8 million increase in the Flexible Products & Services segment and a $0.2 million increase in the Land Management segment, partially offset by a $20.5 million decrease in the Rigid Industrial Packaging & Services segment. The factors that contributed to the $6.1 million increase, when2019 compared to the first half of 2017, were the improvement in gross profit and increased gains on disposal of properties, plants and equipment and businesses, net of $1.9 million offset by increased restructuring charges of $5.3 million and increased SG&A expenses of $12.9 million.
EBITDA
EBITDA was $207.9with $112.0 million for the first half of 2018 compared with $177.42018. Adjusted EBITDA was $268.3 million for the first half of 2017.2019 compared with $215.4 million for the first half of 2018. The $30.5$52.9 million increase in Adjusted EBITDA was primarily due to the same factors that impacted operatingcontribution by the acquired Caraustar operations, improved gross profit, as described above, in additionSG&A efficiencies and lower other expenses, net, which were primarily attributable to a reduction of $24.6 million inlower pension settlement charges.expenses and lower losses related to foreign currency and hedging activities.
Segment Review
Rigid Industrial Packaging & Services
Net sales increased 7.8decreased 3.8 percent to $1,229.5 million for the first half of 2019 compared with $1,278.1 million for the first half of 2018 compared with $1,185.82018. The $48.6 million decrease in net sales was primarily due to the impact of foreign currency translation and lower volumes in certain regions, partially offset by increases in selling prices as a result of strategic pricing decisions.
Gross profit was $219.6 million for the first half of 2017. The $92.3 million increase in net sales was primarily the result of an increase in selling prices due to strategic pricing decisions, increases in index prices on raw materials and a $57.4 million impact of foreign currency translation, partially offset by volume declines due to customer operational interruptions, weather and strategic pricing decisions.
Gross profit was2019 compared with $235.3 million for the first half of 2018 compared with $246.3 million for the first half of 2017.2018. The $11.0$15.7 million decrease in gross profit was primarily due to increased raw material costs, increased manufacturing and transportation expenses and the timing of contractual pass through arrangements.same factors that impacted net sales. Gross profit margin decreased to 18.417.9 percent from 20.818.4 percent for the six months ended April 30, 20182019 to 2017,2018, respectively.
OperatingOperating profit was $70.3 million for the first half of 2019 compared with $78.4 million for the first half of 2018 compared with $98.92018. Adjusted EBITDA was $117.6 million for the first half of 2017.2019 compared with $119.6 million for the first half of 2018. The $20.5$2.0 million decrease in Adjusted EBITDA was due primarily attributable to the same factors impacting gross profit and increases in restructuring charges of $5.9 million, and increases in SG&A expenses of $5.7 million,that impacted net sales, partially offset by a reduction in gain on disposal of properties, plants, equipment and businesses, net of $1.8 million.

EBITDA was $110.8 million for the first half of 2018 compared with $118.2 million for the first half of 2017. The $7.4 million decrease was primarily due to the same factors that impacted the segment’s operating profit, as described above, in addition to a reduction of $14.7 million in pension settlement charges.segment SG&A expense.
Paper Packaging & Services
Net sales increased $46.1$297.2 million to $714.9 million for the first half of 2019 compared with $417.7 million for the first half of 2018, compared with $371.6primarily due to $293.3 million of contribution from the acquired Caraustar operations and higher containerboard selling prices.

Gross profit was $162.2 million for the first half of 2017, primarily due to increased published containerboard prices and increased sales volumes.
Gross profit was2019 compared with $93.2 million for the first half of 2018 compared with $68.2 million for the first half of 2017.2018. Gross profit margin was 22.322.7 percent and 18.422.3 percent for the first half of 20182019 and 2017,2018, respectively. The increase in gross profit and gross profit margin was due primarily to $56.3 million of contribution from the acquired Caraustar operations, as well as higher containerboard sales prices and lower old corrugated container raw material input costs, partially offset by increased transportation costs.improved manufacturing efficiencies.
Operating profit was $65.5 million for the first half of 2019 compared with $60.9 million for the first half of 2018 compared with $40.32018. Adjusted EBITDA was $128.6 million for the first half of 2017. The increase was primarily due to the same factors that impacted gross profit, partially offset by an increase in SG&A expenses of $4.6 million due to an increase in allocated corporate costs and an increase in salaries and benefits expenses as a result of business performance.
EBITDA was2019 compared with $77.1 million for the first half of 2018 compared with $46.52018. The $51.5 million for the first half of 2017. This increase in Adjusted EBITDA was due primarily to $34.9 million of contribution from the sameacquired Caraustar operations and the other factors that impacted the segment’sgross profit. The movement in operating profit as described above,remained flat in additioncomparison to a reduction of $9.7 million in pension settlement charges.Adjusted EBITDA due to restructuring and acquisition-related costs.
Flexible Products & Services
Net sales increased $27.8decreased $12.0 million to $152.1 million for the first half of 2019 compared with $164.1 million for the first half of 2018 compared with $136.32018. The decrease was primarily due to the impact of foreign currency translation and volume decreases, partially offset by product mix.
Gross profit was $34.0 million for the first half of 2017. The increase was due primarily to product mix, strategic pricing decisions, volume increases, and a $14.2 million impact of foreign currency translation.
Gross profit was2019 compared with $32.8 million for the first half of 2018 compared with $25.4 million for the first half of 2017.2018. This increase was primarily attributabledue to the same factors that impacted net sales and improved transportation and manufacturing efficiencies, which also contributed to the increase in gross profit margin to 22.4 percent for the first half of 2019 from 20.0 percent for the first half of 2018 from 18.6 percent2018.
Operating profit was $17.2 million for the first half of 2017.
Operating profit was2019 compared with $8.2 million for the first half of 2018 compared with $2.42018. The increase in operating profit was primarily due to a $5.1 million gain on disposal of properties, plants and equipment, net, in the second quarter of 2019, a reduction in SG&A expenses, and the other factors that impacted gross profit. Adjusted EBITDA was $15.6 million for the first half of 2017. This increase was primarily related to the same factors impacting gross profit, partially offset by an increase in SG&A expenses of $2.6 million primarily due to an increase in allocated corporate costs and an increase in salaries and benefits expenses as a result of business performance.
EBITDA was $12.22019 compared with $12.5 million for the first half of 2018 compared with $4.82018. The $3.1 million for the first half of 2017. This increase in Adjusted EBITDA was primarily due primarily to the same factors that impacted the segment’s operatinggross profit as described above.and a reduction in SG&A expenses.
Land Management
Net sales decreased to $13.8 million for the first half of 2019 compared with $14.1 million for the first half of 2018 compared with $14.62018.
Operating profit decreased to $4.8 million for the first half of 2017.
Operating profit increased to2019 from $5.7 million for the first half of 2018 from $5.52018. Adjusted EBITDA was $6.5 million and $6.2 million for the first half of 2017.
EBITDA was $7.8 million2019 and $7.9 million for the first half of 2018, and 2017, respectively.
Other Income Statement Changes
Interest expense, net
Interest expense, net, was $45.6 million for the first half of 2019 compared with $26.3 million for the first half of 2018 compared with $33.0 million for the first half of 2017.2018. The decreaseincrease was primarily due to the repayment of our $300.0 million 6.75% Senior Notes due February 2017incremental debt incurred in connection with funds borrowed under our 2017 Credit Agreement, lower long term debt balances, and lower interest rates resulting fromthe Caraustar Acquisition, partially offset by the impact of ourinterest rate derivative financial instruments.assets.
U.S. and non-U.S. Income before Income Tax Expense

Refer to the following tables for details of the U.S. and non-U.S. income before income taxes and U.S. and non-U.S. income before income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement charges, restructuring charges, and losses on sales of businesses.Special Items.
Summary
Six Months Ended April 30,Six Months Ended April 30,
2018 20172019 2018
Non-U.S. % of Consolidated Net Sales52.2% 50.7%43.2% 52.2%
U.S. % of Consolidated Net Sales47.8% 49.3%56.8% 47.8%
100.0% 100.0%100.0% 100.0%
Non-U.S. % of Consolidated I.B.I.T.45.9% 57.6%59.4% 45.9%
U.S. % of Consolidated I.B.I.T.54.1% 42.4%40.6% 54.1%
100.0% 100.0%100.0% 100.0%
Non-U.S. % of Consolidated I.B.I.T. before Special Items48.4% 43.8%43.6% 48.4%
U.S. % of Consolidated I.B.I.T. before Special Items51.6% 56.2%56.4% 51.6%
100.0% 100.0%100.0% 100.0%

Non-U.S. I.B.I.T. Reconciliation
Six Months Ended April 30,Six Months Ended April 30,
(in millions)2018 20172019 2018
Non-U.S. I.B.I.T.$53.6
 $47.6
$52.4
 $53.6
Non-cash asset impairment charges0.9
 0.3
2.1
 0.9
Restructuring charges8.5
 3.7
5.2
 8.5
Gain on sale of businesses, net
 (1.4)
Acquisition-related costs0.3
 0.1
(Gain) loss on sale of businesses, net1.7
 
Total Non-U.S. Special Items9.4
 2.6
9.3
 9.5
Non-U.S. I.B.I.T. before Special Items$63.0
 $50.2
$61.7
 $63.1
U.S. I.B.I.T. Reconciliation
Six Months Ended April 30,Six Months Ended April 30,
(in millions)2018 20172019 2018
U.S. I.B.I.T.$63.1
 $35.1
$35.8
 $63.1
Non-cash asset impairment charges2.4
 3.6

 2.4
Non-cash pension settlement charge
 24.6
Restructuring charges1.6
 1.1
6.0
 1.6
Acquisition-related costs16.1
 0.1
Debt extinguishment charges21.9
 
Gain on sale of businesses, net
 

 
Total U.S. Special Items4.0
 29.3
44.0
 4.1
U.S. I.B.I.T. before Special Items$67.1
 $64.4
$79.8
 $67.2
*I.B.I.T. is Income Before Income Tax Expense = I.B.I.T.
Income tax expense
For the first half of 2018, income tax expense was $5.5 million on $116.7 million of pretax income, as comparedOur year to the first half of 2017, where income tax expense was $34.8 million on $82.7 million of pretax income. Ourdate income tax expense was computed in accordance with ASC 740-270.740-270 "Income Taxes - Interim Reporting." In accordance with this accounting standard, certainannual estimated tax expense is computed based on forecasted annual earnings and other forecasted annual amounts, including, but not limited to items are forecasted, such as uncertain tax positions and withholding taxes, and deferred tax liabilities for unremitted foreign earnings.taxes. Additionally, losses from jurisdictions for which a valuation allowance havehas been provided have not been included in the amountannual estimated tax rate. Income tax expense each quarter is provided for on a current year-to-date basis using the annual estimated tax rate, adjusted for discrete taxable events that occur during the interim period.
Income tax expense for the first half of 2019 was $31.5 million on $88.2 million of pretax income and income tax expense for the first half of 2018 was $5.5 million on $116.7 million of pretax income. In addition to which the timing of the annual tax expense recognized in the quarters in accordance with ASC 740-270, rate was applied,we also recorded tax expense and benefits related to the Tax Reform Act. The first half of 2019 reflects an incremental $2.3 million of tax expense related to the one-time transition tax liability, offset by the tax effect of foreign currency losses of $1.7 million recognized due to a change in the permanent reinvestment assertion. Other discrete items included $6.6 million of tax benefits associated with the Caraustar Acquisition and refinancing costs as well as the timing$2.3 million of recognition of the related tax expense under ASC 740-270. Asassociated with a result, the related income tax expense increased by $4.0 millionforeign subsidiary divestiture. Other immaterial discrete items in the first half of 2018 compared to2019 resulted in a tax benefit of $4.0 million. During the first half of 2017.
Discrete items resulted in an increase in income2018, a $69.3 million tax expense of $39.6 million. This amount included a provisional estimate due to the accrual for the one-time transition tax liabilitybenefit was recorded as a result of the enactment of the Tax Reform Act of $35.9 million.

Additionally, other increases to income tax expense included $3.7 million of immaterial discrete items. These increases were offset by a provisional decrease in income tax expense of $69.3 million relating to the re-measurement of deferred tax balances due to reflect the reduction in the U.S. corporate income tax rate from the Tax Reform Act. During the first quarter of 2017, we changed our assertion under ASC 740-30 (formally APB23) for unremitted foreign earnings, due to a rebalancing of our global debt resulting in a decrease of $3.6 million in comparison to 2018.
The SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects resulting from the Tax Reform Act. The final impact may differ from these provisional amounts, possibly materially, due to, among other things, additional analyses, changes in interpretations and assumptions we have made, additional regulatory guidance that may be issued, and actions we may take as a resultenactment of the Tax Reform Act.
We are subject This benefit was offset by a provisional estimate of $35.9 million related to audits by federal, state, local, and foreignthe one-time transition tax authorities. Management believes that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressedliability included in the tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust our provision for income taxesTax Reform Act. Other immaterial discrete items in the period such resolution occurs.
The estimated net decreasefirst half of 2018 resulted in unrecognized tax benefits for the next 12 months ranges from zero to $5.0expense of $1.7 million. Actual results may differ materially from this estimate.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests for the first half of 2019 and 2018 and 2017 was $10.4$13.6 million and $6.5$10.4 million, respectively. This increase was primarily due to overall increase in theincreased net operating profit of the Flexible Packaging JV during the first half of 20182019 compared to 2017.2018.
Net income attributable to Greif, Inc.

Based on the same factors noted above, net income attributable to Greif, Inc. was $43.3 million for the first half of 2019 compared to $101.6 million for the first half of 2018 compared to $41.4 million for the first half of 2017.2018.
OTHER COMPREHENSIVE INCOME (LOSS) CHANGES
Foreign 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 the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the effects of translating assets and liabilities of our international operations, are presented in the condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss).
Minimum pension liability, net
Change in minimum pension liability, net for the first half of 2019 and 2018 and 2017 was $1.8$(0.1) million and $29.4$1.8 million, respectively. The increase in comprehensive income (loss) resulting from the change in minimum pension liability net for the first halfsix months of 2019 and 2018 was primarily due to changes in valuation assumptions and the impact of foreign currency translation. The increase in comprehensive income resulting from the change in minimum pension liability for the first half of 2017 was primarily due to pension settlement charges and remeasurement of the defined benefit plan in the United States as a result of the settlements that occurred during the six months ended April 30, 2017.
BALANCE SHEET CHANGES
Working capital changes
The $16.4$248.1 million increase in accounts receivable to $463.4$704.8 million as of April 30, 20182019 from $447.0$456.7 million as of October 31, 20172018 was primarily due to net sales increases$142.2 million of contribution from the acquired Caraustar operations and changes in our international trade accounts receivables credit facilities. For a $1.2 million impactdiscussion of foreign currency translation, partially offset bythese changes, see "Liquidity and Capital Resources - International Trade Accounts Receivable Credit Facilities" and Note 4 to the timinginterim condensed consolidated financial statements included in Item 1 of collections.

this Form 10-Q.
The $73.4$132.0 million increase in inventories to $352.9$421.5 million as of April 30, 20182019 from $279.5$289.5 million as of October 31, 20172018 was primarily due to $94.2 million of contribution from the acquired Caraustar operations and increased raw material purchases and prices, throughout the quarter andoffset by a $2.3$2.5 million impact of foreign currency translation.
The $3.5$70.0 million decreaseincrease in accounts payable to $395.7$473.8 million as of April 30, 20182019 from $399.2$403.8 million as of October 31, 20172018 was primarily due to $87.8 million of contribution from the acquired Caraustar operations and timing of payments partially offset byand increased raw material purchasesprices, offset by decreased sales and a $2.8$1.8 million impact of foreign currency translation.
Other balance sheet changes
The $14.7$11.9 million increase in prepaid expenses to $50.0$51.7 million as of April 30, 20182019 from $35.3$39.8 million as of October 31, 20172018 was primarily due to the timing of payments.
The $23.3$12.1 million increasedecrease in other current assets to $111.5$80.0 million as of April 30, 20182019 from $88.2$92.1 million as of October 31, 20172018 was primarily due to a $20.4 million increase in deferred purchase price assets for sales of accounts receivable.
The $16.3 million decrease in accrued payroll and employee benefits to $95.5 million as of April 30, 2018 from $111.8 million as of October 31, 2017 was primarily due to the annual incentive plan payments.income tax receivables.
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facility andfacilities, proceeds from the senior notes we have issued, and to a lesser extent, proceeds from our trade accounts receivable facility and proceeds from the sale of our non-United States accounts receivable.credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, common stock repurchases and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facility,facilities, and proceeds from our U.S. trade accounts receivable credit facility and proceeds from the sale of our non-United States accounts receivablefacilities will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months. Moreover, as a result of the Tax Reform Act, if distributions from operations outside the United States are needed to fund working capital needs, capital expenditures, cash dividends, common stock repurchases, or acquisitions in the United States, there would be no additional U.S. taxes on such distributions.
Capital Expenditures

During the first six months of 2019 and 2018, we invested $51.9$53.5 million in capital expenditures and $4.9(excluding $2.3 million infor purchases of and investments in timber properties, compared with $37.7properties) and $51.9 million in capital expenditures and $5.4(excluding $4.9 million infor purchases of and investments in timber properties, during the first six months of 2017. properties), respectively, in capital expenditures.
We expect capital expenditures, excluding purchases of and investments in timber properties, to be approximately $120.0$160.0 million to $140.0$180.0 million in 2018. The 2018 capital2019. We anticipate that these expenditures will replace and improve existing equipment and fund new facilities.
Sale of Non-United States Accounts Receivable
In 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, our indirect wholly owned subsidiary (“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 18, 2017, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($121.0 million as of April 30, 2018). Under the terms of the European RPA, we have the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable.
Under the terms of the European RPA, we have 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 Purchasing Bank 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 prepaid expenses and other current assets or other current liabilities. 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., our indirect wholly-owned subsidiary, 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 ($11.3 million as of April 30, 2018). Under the terms of the Singapore RPA, we have agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.
See Note 3 to the Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information regarding these various RPAs.
Non-controllingNoncontrolling Interest
We have conditional contractual obligations to redeem the outstanding equity interest of certain noncontrolling interest holders in certain of our joint ventures at which time we may incur additional cash outflows. See Note 17
On November 15, 2018, one of the noncontrolling interest owners of one of our Paper Packaging & Services joint ventures exercised its put option to require us to purchase all of its ownership interest. Subsequently, in the first quarter of 2019, we entered into a stock purchase agreement with another noncontrolling interest owner of this same Paper Packaging & Services joint venture. On January 9, 2019, we made a payment, in full of $10.1 million to the Condensed Consolidated Financial Statements included in Item 1noncontrolling interest owner who had exercised its put option and made a payment of Part I$1.8 million to the other owner pursuant to such stock purchase agreement. As of this Form 10-Q for additional information regardingApril 30, 2019, there was no outstanding liability or payment related to these conditional contractual obligations.two transactions.
Borrowing Arrangements
Long-term debt is summarized as follows:
(in millions)April 30,
2018
 October 31,
2017
April 30,
2019
 October 31,
2018
2019 Credit Agreement - Term Loans$1,654.1
 $
2017 Credit Agreement - Term Loan$281.3
 $288.8

 277.5
Senior Notes due 2027493.9
 
Senior Notes due 2021222.2
 226.5
Senior Notes due 2019248.5
 248.0

 249.1
Senior Notes due 2021240.9
 230.9
Receivables Facility150.0
 150.0
Accounts receivable credit facilities259.3
 150.0
2019 Credit Agreement - Revolving Credit Facility320.0
 
2017 Credit Agreement - Revolving Credit Facility114.9
 35.0

 3.8
Other debt5.4
 6.5
0.9
 0.7
1,041.0
 959.2
2,950.4
 907.6
Less current portion15.0
 15.0
Less deferred financing costs5.5
 6.4
Long-term debt$1,020.5

$937.8
Less: current portion83.8
 18.8
Less: deferred financing costs14.8
 4.7
Long-term debt, net$2,851.8

$884.1
20172019 Credit Agreement
On November 3, 2016,February 11, 2019, we together withand certain of our international subsidiaries entered into a newan amended and restated senior secured credit agreement (the “2017“2019 Credit Agreement”) with a syndicate of financial institutions. The 20172019 Credit Agreement replacesamended, restated and replaced in its entirety the $1.0 billionprior $800.0 million senior secured credit agreement we, together with two(the "2017 Credit Agreement"), which is described below. Our obligations under the 2019 Credit Agreement are guaranteed by certain of our international subsidiaries, entered into in 2012, with a syndicate of financial institutions. The total available borrowing under the 2017 Credit Agreement was $670.7 million as of April 30, 2018, which has been reduced by $14.4 million for outstanding letters of credit, all of which was then available without violating covenants.U.S. subsidiaries.
The 20172019 Credit Agreement provides for (a) an $800.0 million secured revolving multicurrency credit facility, expiring November 3, 2021,consisting of a $600.0 million multicurrency facility and a $300.0$200.0 million U.S. dollar facility, maturing on February 11, 2024, (b) a $1,275.0 million secured term loan A-1 facility with quarterly principal installments that commencedcommencing on April 30, 2017,2019 and continuing through maturity on November 3, 2021, bothJanuary 31, 2024, and (c) a $400.0 million secured term loan A-2 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2026. In addition, we have an option to add an aggregate of $550.0$700.0 million to the facilities2019 Credit Agreement with the agreement of the lenders.
We used borrowings under the 2019 Credit Agreement, together with the net proceeds from the issuance of the term loan on FebruarySenior Notes due March 1, 2017,2027 (described below), to fund the purchase price of the Caraustar Acquisition, to redeem our $250.0 million Senior

Notes due August 1, 2019 (the "Senior Notes due 2019"), to repay outstanding borrowings under the principal of our $300.0 million 6.75% Senior Notes that matured on that date. The revolving credit facility is available2017 Credit Agreement, to fund ongoing working capital and capital expenditure needs and for general corporate purposes, and to finance acquisitions.pay related fees and expenses. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. The financing costs associated withOn February 11, 2019, proceeds from borrowings under the 2019 Credit Agreement were used to pay the obligations outstanding under the 2017 Credit Agreement totaled $4.9 million as of April 30, 2018, and are recorded as a direct deduction from the long-term debt liability.Agreement.
The 20172019 Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that, at the end of any fiscal quarter, we will not permit the ratio of (a) our total consolidated indebtedness, to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), and 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"(as used in this paragraph only, “EBITDA”) to be greater than 4.75 to 1 and stepping down by 0.25 increments beginning on July 31, 2020 to 4.00 to 1.00 (or 3.75 to 1.00, during any collateral release period).on July 31, 2023. The interest coverage ratio generally requires that, at the end of any fiscal quarter, we will not permit the ratio of (a) adjustedour consolidated EBITDA, to (b) theour consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00,1, during the applicable preceding twelve month period. As of April 30, 2018, we are in compliance with these covenants.

The terms of the 20172019 Credit Agreement contain restrictive covenants, which limit our ability, among other things, to incur additional indebtedness or issue certain preferred stock, pay dividends, redeem stock or make "restricted payments", which include dividends and purchases, redemptions and acquisitionsother distributions, or make certain investments; create restrictions on the ability of our equity interests. restricted subsidiaries to pay dividends or make other payments to us; create certain liens; transfer or sell certain assets; merge or consolidate; enter into certain transactions with our affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.
The repayment of this facility is secured by a security interest in our personal property and the personal property of certain of our United StatesU.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our United StatesU.S. subsidiaries, and iswill be secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that we receive and maintain an investment grade rating from either Moody'sMoody’s Investors Service, Inc. or Standard & Poor's Corporation,Poor’s Financial Services LLC, we may request the release of such collateral.
The 2019 Credit Agreement provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 2019 Credit Agreement, defaults in payment of outstanding principalcertain other indebtedness and certain events of bankruptcy or insolvency.
See Note 9 to the interim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the 2019 Credit Agreement.
2017 Credit Agreement
We and certain of our international subsidiaries were borrowers under the 2017 Credit Agreement and accrued interest thereon may be accelerated and become immediately due and payable upon our default in its payment or other performance obligations or our failure to comply with the financial and other covenants in theAgreement. The 2017 Credit Agreement subjectprovided for an $800.0 million revolving multicurrency credit facility and a $300.0 million term loan. As described above, on February 11, 2019, proceeds from borrowings under the 2019 Credit Agreement were used to applicable notice requirements and cure periods as provided inpay the 2017 Credit Agreement.
As of April 30, 2018, $396.2 million wasobligations outstanding under the 2017 Credit Agreement. The current portion of the 2017 Credit Agreement was $15.0 million and the long-term portion was $381.2 million. The weighted average interest rate for borrowings under the 2017 Credit Agreement was 2.82% for the six months ended April 30, 2018. The actual interest rate for borrowings under the 2017 Credit Agreement was 3.11% as of April 30, 2018.
See Note 89 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the 2017 Credit Agreement.
Senior Notes
Our $250.0On February 11, 2019, we issued $500.0 million of 7.75%6.50% Senior Notes are due AugustMarch 1, 2019 and interest2027 (the "Senior Notes due 2027"). Interest on thesethe Senior Notes due 2027 is payable semi-annually commencing on September 1, 2019. Our obligations under the Senior Notes due 2027 are guaranteed by our U.S. subsidiaries that guarantee the 2019 Credit Agreement, as described above. We used the net proceeds from the issuance of the Senior Notes due 2027, together with borrowings under the 2019 Credit Agreement, to fund the purchase price of the Caraustar Acquisition, to redeem all of our Senior Notes due 2019, to repay outstanding borrowings under the 2017 Credit Agreement, and to pay related fees and expenses. The terms of the Senior Notes due 2027 are governed by an Indenture that contains restrictive covenants that limit our ability, among other things, to incur additional indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, or make certain investments; create certain liens; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications as set forth in the Indenture. Certain of these covenants will be suspended if the Senior Notes due 2027 achieve investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s Global Ratings and no default or event of default has occurred and is continuing.

Our Luxembourg subsidiary has issued €200.0 million of 7.375% Senior Notes due July 15, 2021 (the "Senior Notes due 2021"). Interest on the Senior Notes due 2021 is payable semi-annually. The financing costs associated with these Senior Notes due 2019 totaled $0.6 million as2021 are guaranteed on a senior basis by Greif, Inc. The Senior Notes due 2021 are governed by an Indenture that contains various covenants. As of April 30, 2018, and are recorded as a direct deduction from the long-term liability. These Senior Notes contain certain covenants; as of April 30, 2018,2019, we are in compliance with these covenants.
Our €200.0 millionOn April 1, 2019, we redeemed all of 7.375%our outstanding Senior Notes are due 2019, which were issued on July 15, 2021 and interest on these28, 2009 for $250.0 million. The total redemption price for the Senior Notes is payable semi-annually. These Senior Notes are fully and unconditionally guaranteed ondue 2019 was $253.9 million, which was equal to the aggregate principal amount outstanding of $250.0 million plus a senior basispremium of $3.9 million. The payment of the redemption price was funded by Greif, Inc. These Senior Notes contain certain covenants; as of April 30, 2018, we are in compliance with these covenants.our borrowings under the 2019 Credit Agreement.
See Note 89 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the Senior Notes.Notes discussed above.
United States Trade Accounts Receivable Credit Facility
On September 28, 2016, certain of26, 2018, we amended and restated our domestic subsidiaries entered intoexisting receivables facility in the United States to establish a receivables financing facility$150.0 million United States Trade Accounts Receivable Credit Facility (the “Receivables Facility”"U.S. Receivables Facility") with Cooperatieve Rabobank U.A., New York Branch (“Rabobank”), as the agent, managing agent, administrator and committed investor.a financial institution. The financing facility was renewed and amended on September 27, 2017 to extend the facility through September 26, 2018 and to add The Bank of Tokyo-Mitsubishi UFJ Ltd. as a managing agent, an administrator and a committed investor. The maximum amount available to be borrowed under the Receivables Facility is $150.0 million, subject to the amounts of eligible receivables.

TheU.S. Receivables Facility matures on September 26, 2019. The $150.0 million outstanding balance under the U.S. Receivable Facility as of April 30, 2019 is reported in September 2018. In addition,long-term debt in the interim condensed consolidated balance sheets because we intend to refinance the obligation on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.
We can terminate the U.S. Receivables Facility at any time upon five days prior written notice. The U.S. Receivables Facility is secured by certain of our United States trade accounts receivables and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) or an applicable base rate, plus a margin, or a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the U.S. Receivables Facility. The U.S. Receivables Facility also contains certain covenants and events of default, which are materially similar to the 2019 Credit Agreement covenants. As of April 30, 2018,2019, we wereare in compliance with these covenants. Proceeds of the U.S. Receivables Facility are available for working capital and general corporate purposes. As of April 30, 2018, the outstanding balance under the Receivables Facility was $150.0 million.

See Note 89 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the U.S. Receivables FacilityFacility.
International Trade Accounts Receivable Credit Facilities
In 2012, Cooperage Receivables Finance B.V. ("the Main SPV") and Greif Coordination Center BVBA, our indirect wholly owned subsidiary ("Seller") entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank. On April 17, 2019, the Main SPV and Seller amended and extended the term of the European RPA through April 17, 2020. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($111.5 million as of April 30, 2019). Under the terms of the European RPA, we have the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable.
Under the terms of the European RPA, we agreed to sell trade receivables meeting certain eligibility requirements in exchange for an initial purchase price, based on a formula, approximating 75 percent to 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of receivables.
In October 2007, Greif Singapore Pte. Ltd., our indirect wholly owned subsidiary, entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of receivables to be financed under the Singapore RPA is 15.0 million Singapore Dollars ($11.0 million as of April 30, 2019).
Under the terms of the Singapore RPA, we agreed to sell trade receivables in exchange for an initial purchase price, based on a formula, of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.
During the first quarter of 2019, a parent-level guarantee was added to the European RPA and the Singapore RPA. A parent-level guarantee nullifies legal isolation and true-sale accounting treatment because a parent-level guarantee is a form of continuing involvement. Therefore, we do not remove from accounts receivable the amount of proceeds received from the initial purchase price, and the European RPA and Singapore RPA are now presented as long-term debt in the interim condensed consolidated balance sheet. We intend to refinance the obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreements or entering into a new financing arrangement.

Prior to the first quarter of 2019, the structure of the European RPA and the Singapore RPA provided for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective purchasers. The remaining (deferred) purchase price was settled upon collection of the receivables. Therefore, we removed from accounts receivable the amount of proceeds received from the initial purchase price since they met the applicable criteria of ASC 860, “Transfers and Servicing,” and we continued to recognize the deferred purchase price in other current assets or other current liabilities, as appropriate. The receivables were sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates. The cash initially received, along with the deferred purchase price, related to the sale or ultimate collection of the underlying receivables and was not subject to significant other risks given their short term nature. Therefore, we reflected all cash flows under the accounts receivable sales programs as operating cash flows on the our interim condensed consolidated statements of cash flows.
See Note 4 to the interim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional information regarding these various RPAs.
Interest Rate Derivatives
We have various borrowing facilities which charge interest based on the one month U.S. dollar LIBOR rate plus an interest spread.
In 2019, we entered into six interest rate swaps related to the debt incurred with the acquisition of Caraustar. See "Borrowing Arrangements - 2019 Credit Agreement". These six interest rate swaps have a total notional amount of $1,300.0 million. We receive variable rate interest payments based upon 1 month U.S. dollar LIBOR, and in return we are obligated to pay interest at a weighted-average interest rate of 2.49%.
In 2017, we entered into an interest rate swap with a notional amount of $300.0 million and received variable rate interest payments based upon one month U.S. dollar LIBOR, and in return we are obligated to pay interest at a fixed rate of 1.19% plus an interest spread.
These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transactions and in the same period during which the hedged transaction affects earnings.
See Note 10 and Note 15 to the interim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the interest rate derivatives.
Foreign Exchange Hedges
We conduct business in international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce volatility associated with foreign exchange rate changes.changes to allow management to focus its attention on business operations. Accordingly, we enter 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 revenues and expenses.

cash flows.
As of April 30, 2018,2019, we had outstanding foreign currency forward contracts in the notional amount of $119.8$139.3 million ($80.1194.4 million as of October 31, 2017)2018).
See Note 910 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the Foreign Exchange Hedges.foreign exchange hedges.
Cross Currency Swap
We have operations and investments in various international locations and isare subject to risks associated with changing foreign exchange rates. On March 6, 2018 we entered into a cross currency interest rate swap agreement that synthetically swaps $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.352%2.35%. The agreement is designated as a net investment hedge for accounting purposes and will mature on March 6, 2023. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. CouponsInterest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the interim condensed consolidated statements of income.
See Note 910 and Note 15 to the Condensed Consolidated Financial Statementsinterim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the Cross Currency Swap.cross currency swap.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The Company completed the Caraustar Acquisition on February 11, 2019. As a result of the Caraustar Acquisition, there have been signification changes in the quantitative disclosures over the financial instruments from the disclosures contained in the 2018 Form 10-K.
Financial Instruments

As of April 30, 2019 (Dollars in millions)
 Expected Maturity Date    
 2019 2020 2021 2022 2023 
After
2023
 Total 
Fair
Value
2019 Credit Agreement: 
               
Scheduled amortizations$42
 $84
 $131
 $148
 $147
 $45
 $597
 $597
Scheduled maturity
 
 
 $
 
 $1,377
 $1,377
 $1,377
Average interest rate (1)
4.22% 4.22% 4.22% 4.22% 4.22% 4.22% 4.22%  
Senior Notes due 2021:               
Scheduled maturity
 
 $222
 
 
 
 $222
 $255
Average interest rate7.38% 7.38% 7.38% 
 
 
 7.38%  
Senior Notes due 2027:               
Scheduled maturity
 
 
 
 
 $500
 $500
 $517
Average interest rate6.50% 6.50% 6.50% 6.50% 6.50% 6.50% 6.50%  
Receivables Facilities: 
               
Scheduled maturity$259
 
 
 
 
 
 $259
 $259
(1) Variable rate specified is based on LIBOR or an alternative base rate plus a calculated margin as of April 30, 2019. The rates presented are not intended to project our expectations for the future.

Financial Instruments

As of October 31, 2018 (Dollars in millions)
 Expected Maturity Date    
 2019 2020 2021 2022 2023 
After
2023
 Total 
Fair
Value
2017 Credit Agreement: 
               
Scheduled amortizations$19
 $30
 $23
 $
 $
 $
 $72
 $72
Scheduled maturity
 
 
 $209
 
 
 $209
 $209
Average interest rate (1)
3.37% 3.37% 3.37% 3.37% 3.37% 
 3.37%  
Senior Notes due 2019: 
               
Scheduled maturity$249
 
 
 
 
 
 $249
 $257
Average interest rate7.75% 
 
 
 
 
 7.75%  
Senior Notes due 2021:               
Scheduled maturity
 
 227
 
 
 
 $227
 $263
Average interest rate7.38% 7.38% 7.38% 
 
 
 7.38%  
Receivables Facility: 
               
Scheduled maturity$150
 
 
 
 
 
 $150
 $150
(1) Variable rate specified is based on LIBOR or an alternative base rate plus a calculated margin as of October 31, 2018. The rates presented are not intended to project our expectations for the future.

There has nothave been ano other significant changechanges in the quantitative and qualitative disclosures about our market risk from the disclosures contained in the 20172018 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES
Changes in Internal Control Over Financial Reporting
The Company completed the Caraustar Acquisition on February 11, 2019. The scope of the Company's assessment of the effectiveness of internal controls over financial reporting for the fiscal year ending October 31, 2019, will not include the Caraustar Acquisition. This exclusion is in accordance with the Securities and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from the Company's scope in the year of acquisition.
There hashave been no changeother changes in our internal control over financial reporting that occurred during the most recent fiscal quarter that hashave materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.
Disclosure Controls and Procedures
With the participation of our principal executive officer and principal financial officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report:
Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission;
Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and
Our disclosure controls and procedures are effective.
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in the 20172018 Form 10-K under Part I, Item 1A –– Risk Factors.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.

ITEM 6. EXHIBITS
(a.) Exhibits
Exhibit No. Description of Exhibit
   
 Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.
   
 Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.
   
 Certification of Chief Executive Officer required by Rule 13a —14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
   
 Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
   
101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2018,2019, formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income and Comprehensive Income (Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flow and (iv) Notes to Condensed Consolidated Financial Statements.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
  Greif, Inc.
  (Registrant)
   
Date: June 8, 20187, 2019 /s/ Lawrence A. Hilsheimer
  Lawrence A. Hilsheimer,
  Executive Vice President and Chief Financial Officer

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