UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended October 31, 2009 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from to | ||
Commission file number: 001-00566
Greif,
Inc.
(Exact name of Registrant as specified in its charter)
State of Delaware | 31-4388903 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
425 Winter Road, Delaware, Ohio | 43015 | |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code 740-549-6000
Securities registered pursuant to Section 12 (b) of the Act:
Title of Each Class | Name of Each Exchange on Which Registered | |
Class A Common Stock | New York Stock Exchange | |
Class B Common Stock | New York Stock Exchange |
Securities registered pursuant to Section 12 (g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934. Yes ☑ No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes o No ☑
Indicate by check mark whether the Registrant (1) has filed all reports 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 ☑ No o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ☑ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes o No ☑
The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter was as follows:
Voting common equity (Class B Common Stock) - $398,107,596
The number of shares outstanding of each of the Registrant's classes of common stock, as of December 18, 2009, was as follows:
Class A Common Stock - 24,610,594
Class B Common Stock - 22,462,266
Listed hereunder are the documents, portions of which are incorporated by reference, and the parts of this Form 10-K into which such portions are incorporated:
1. The Registrant's Definitive Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held on February 22, 2010 (the "2010 Proxy Statement"), portions of which are incorporated by reference into Part III of this Form 10-K. The 2010 Proxy Statement will be filed within 120 days of October 31, 2009.
IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical facts, included in this Annual Report on Form 10-K of Greif, Inc. and subsidiaries (this "Form 10-K") or incorporated herein, including, without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "project," "believe," "continue" or "target" or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-K are based on information currently available to our management. Forward-looking statements speak only as the date the statements were made. 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 actual events or results to differ materially from those expressed in or implied by the statements. For a discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those projected, see "Risk Factors" in Item 1A of this Form 10-K. 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.
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Index to Form 10-K Annual Report for the year ended October 31, 2008
| Form | ||||||||||
| 10-K Item | Description | Page | ||||||||
| ||||||||||
Part I | 1. | Business | 5 | |||||||
| (a) General Development of Business | 5 | |||||||||
| (b) Financial Information about Segments | 5 | |||||||||
| (c) Narrative Description of Business | 5 | |||||||||
| (d) Financial Information about Geographic Areas | 7 | |||||||||
| (e) Available Information | 7 | |||||||||
| (f) Other Matters | 8 | |||||||||
| 1A. | Risk Factors | 8 | ||||||||
| 1B. | Unresolved Staff Comments | 11 | ||||||||
| 2. | Properties | 12 | ||||||||
| 3. | Legal Proceedings | 13 | ||||||||
| 4. | Submission of Matters to a Vote of Security Holders | 13 | ||||||||
Part II | 5. | Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 14 | |||||||
| 6. | Selected Financial Data | 15 | ||||||||
| 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 16 | ||||||||
| 7A. | Quantitative and Qualitative Disclosures about Market Risk | 34 | ||||||||
| 8. | Financial Statements and Supplementary Data | 38 | ||||||||
| Consolidated Statements of Income | 38 | |||||||||
| Consolidated Balance Sheets | 39 | |||||||||
| Consolidated Statements of Cash Flows | 41 | |||||||||
| Consolidated Statements of Changes in Shareholders' Equity | 42 | |||||||||
| Note 1 - Description of Business and Summary of Significant Accounting Policies | 43 | |||||||||
| Note 2 - Acquisitions, Divestitures and Other Significant Transactions | 53 | |||||||||
| Note 3 - Sale of Non-United States Accounts Receivable | 54 | |||||||||
| Note 4 - Goodwill and Other Intangible Assets | 55 | |||||||||
| Note 5 - Restructuring Charges | 58 | |||||||||
| Note 6 - Significant Nonstrategic Timberland Transactions and Consolidation of Variable Interest Entities | 59 | |||||||||
| Note 7 - Long-Term Debt | 60 | |||||||||
| Note 8 - Financial Instruments and Fair Value Measurements | 62 | |||||||||
| Note 9 - Capital Stock | 63 | |||||||||
| Note 10 - Stock-Based Compensation | 64 | |||||||||
| Note 11 - Income Taxes | 65 | |||||||||
| Note 12 - Retirement Plans | 67 | |||||||||
| Note 13 - Postretirement Health Care and Life Insurance Benefits | 70 | |||||||||
| Note 14 - Contingent Liabilities | 72 | |||||||||
| Note 15 - Business Segment Information | 73 | |||||||||
| Note 16 - Quarterly Financial Data (Unaudited) | 76 | |||||||||
| Note 17 - Subsequent Events | 77 | |||||||||
| Report of Independent Registered Public Accounting Firm | 78 | |||||||||
| 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosures | 79 | ||||||||
| 9A. | Controls and Procedures | 79 | ||||||||
| Report of Independent Registered Public Accounting Firm | 81 | |||||||||
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| Form | ||||||||||
| 10-K Item | Description | Page | ||||||||
| ||||||||||
| 9B. | Other Information | 82 | ||||||||
Part III | 10. | Directors, Executive Officers and Corporate Governance | 82 | |||||||
| 11. | Executive Compensation | 82 | ||||||||
| 12. | Security Ownership and Certain Beneficial Owners and Management and Related Stockholder Matters | 82 | ||||||||
| 13. | Certain Relationships and Related Transactions, and Director Independence | 83 | ||||||||
| 14. | Principal Accountant Fees and Services | 83 | ||||||||
Part IV | 15. | Exhibits and Financial Statement Schedules | 83 | |||||||
| Signatures | 84 | |||||||||
Schedules | Schedule II | |||||||||