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) |
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 |
Title of Each Class |
1. |
The Registrants Proxy Statement for use in connection with the Annual Meeting of Shareholders to be held on February 24, 2003, portions of which are
incorporated by reference into Part III of this Form 10-K, which Proxy Statement will be filed within 120 days of October 31, 2002. |
(a) |
General Development of Business |
(b) |
Financial Information about Segments |
(c) |
Narrative Description of Business |
(d) |
Financial Information about Geographic Areas |
Location |
Products Manufactured | |
INDUSTRIAL PACKAGING & SERVICES: |
||
Argentina: |
||
San Juan |
Plastic drums | |
San Fernando del Valle |
Steel drums | |
Tigre |
Steel drums, plastic drums and other | |
Australia: |
||
Altona North |
Steel drums, plastic drums, intermediate bulk containers and other | |
Brisbane |
Steel drums and other | |
Eagle Farm (1) |
Life cycle services | |
Marayong |
Plastic drums and other | |
Penrith (2) |
Closures | |
Perth |
Steel drums, plastic drums and other | |
Seven Hills |
Steel drums and other | |
Belgium: |
||
Lier (22) |
Steel drums, plastic drums and other | |
Brazil: |
||
Aratu |
Steel drums | |
Araucaria |
Closures | |
Esteio |
Steel drums | |
Manaus (3) |
Plastic drums | |
Rio de Janeiro |
Steel drums | |
São Paulo |
Steel drums, plastic drums and other | |
Canada: |
||
Alberta: |
||
Lloydminster |
Fibre drums, steel drums and plastic drums | |
Ontario: |
||
Belleville |
Plastic drums | |
Milton |
Fibre drums | |
Oakville |
Steel drums | |
Stoney Creek |
Fibre drum parts | |
Stoney Creek |
Steel drums | |
Stoney Creek |
Fibre drum parts | |
Quebec: |
||
La Salle |
Fibre drums | |
Maple Grove |
Wooden pallets |
Location |
Products Manufactured | |
Chile: |
||
Santiago |
Steel drums | |
China: |
||
Ningbo |
Steel drums | |
Liu Jia Gang Town |
Steel drums | |
Columbia: |
||
Bogotá (4) |
Steel drums, plastic drums and other | |
Cartagena |
Steel drums and plastic drums | |
Costa Rica: |
||
San José (5) |
Steel drums | |
Czech Republic: |
||
Usi nad Labem |
Steel drums | |
Denmark: |
||
Roskilde |
Fibre drums | |
Egypt: |
||
Sadat City |
Steel drums | |
France: |
||
Autheuil Authouilet (38) |
Fibre drums, plastic drums and distribution center | |
Gare de Corréze |
Distribution Center | |
Le Grand-Quevilly Cedex (6) |
Other | |
Le Grand-Quevilly Cedex (12) |
Steel drums, intermediate bulk containers, closures and distribution center | |
Germany: |
||
Attendorn |
Steel drums | |
Haan (7) |
Closures distribution center | |
Hamburg-Freihafen (8) |
Steel drums | |
Köln-Lövenich |
Fibre drums, steel drums and other | |
Monzingen |
Plastic drums | |
Greece: |
||
Mandra-Attikis |
Steel drums | |
Guatemala: |
||
Amatitlán |
Steel drums | |
Hungary: |
||
Almásfüsitö |
Steel drums | |
Italy: |
||
Melzo |
Fibre drums, steel drums and plastic drums | |
Salzano |
Steel drums |
Location |
Products Manufactured | |
Jamaica: |
||
Kingston |
Distribution center | |
Kenya: |
||
Mombasa (9) |
Steel drums, plastic drums and other | |
Malaysia: |
||
Petaling Jaya |
Steel drums, plastic drums and other | |
Mexico: |
||
Cuernavaca |
Steel drums, fibre drums | |
Naucalpan de Juarez |
Plastic drums | |
Morocco: |
||
Casablanca |
Steel drums and plastic bottles | |
Mozambique: |
||
Maputo (38) |
Steel drums, plastic bottles and other | |
Netherlands: |
||
Amstelveen |
General office | |
Amsterdam |
Closures | |
Europoort (10) |
Steel drums and research center | |
Vreeland |
Fibre drums, steel drums and other | |
New Zealand: |
||
Auckland (38) |
Intermediate bulk containers | |
Nigeria: |
||
Kaduna |
Steel drums | |
Koko |
Steel drums | |
Lagos (11) |
Steel drums, plastic drums and other | |
Philippines: |
||
Rizal (14) |
Steel drums, plastic drums | |
Poland: |
||
Rybnik |
Steel drums and other | |
Portugal: |
||
Póvoa de Santa Iria |
Steel drums | |
Russia: |
||
Beloyarsk (14) |
Steel drums | |
Moscow |
Other | |
Volgograd |
Steel drums | |
Singapore: |
||
Singapore |
Steel drums | |
Singapore (15) |
Distribution center |
Location |
Products Manufactured | |
South Africa: |
||
Eppingdust |
Steel drums | |
Ladysmith |
Plastic drums | |
Mobeni |
Steel drums, closures and other | |
Port Elizabeth (38) |
Distribution center | |
Vanderbijlpark |
Steel drums and other | |
Spain: |
||
Reus (Tarragona) |
Steel drums, distribution center and other | |
Sweden: |
||
Perstorp |
Fibre drums and warehouse | |
Västerhäninge (16) |
Steel drums | |
Turkey: |
||
Kocaeli |
Steel drums and other | |
United Kingdom: |
||
Burton-on-Trent |
Steel drums and other | |
Deeside (17) |
Closures and other | |
Ellesmere Port |
Steel drums | |
Ellesmere Port |
Fibre drums, plastic drums and other | |
Hull |
Steel drums | |
Kingston-Upon-Hull (38) |
Plastic drums | |
Uruguay: |
||
Las Piedras (18) |
Steel drums and plastic drums | |
Venezuela: |
||
Punto Fijo |
Steel drums | |
Valencia |
Steel drums, plastic drums and other | |
Zimbabwe: |
||
Harare |
Steel drums, plastic drums and other | |
United States: |
||
Alabama: |
||
Creola (39) |
Fibre drums | |
Arkansas: |
||
Batesville (38) |
Fibre drums | |
California: |
||
Fontana (39) |
Steel drums | |
La Palma (39) |
Fibre drums | |
Merced (39) |
Steel drums | |
Morgan Hill (39) |
Fibre drums | |
Ontario (13) |
Distribution center |
Location |
Products Manufactured | |
Colorado: |
||
Denver (19) |
Distribution center | |
Connecticut: |
||
Windsor Locks (20) |
Fibre drums | |
Georgia: |
||
Lawrenceville (39) |
Intermediate bulk containers | |
Lavonia (39) |
Intermediate bulk containers | |
Lithonia (39) |
Fibre drums and laminator | |
Illinois: |
||
Alsip (39) |
Steel drums | |
Bradley (21) |
Plastic drums | |
Bradley (38) |
Other | |
Carol Stream (39) |
Closures | |
Lockport (39) |
Plastic drums | |
Lombard (23) |
Research center | |
Naperville (24) |
Fibre drums | |
Kansas: |
||
Kansas City (25) |
Fibre drums | |
Winfield |
Steel drums | |
Kentucky: |
||
Florence (39) |
Steel drums | |
Mount Sterling (39) |
Plastic drums | |
Massachusetts: |
||
Mansfield |
Fibre drums and plastic drums | |
Michigan: |
||
Midland (26) |
Distribution center | |
Taylor |
Fibre drums | |
Minnesota: |
||
Minneapolis |
Fibre drums | |
Mississippi: |
||
Canton (38) |
Steel drums | |
Missouri: |
||
Wright City (27) |
Fibre drums | |
New Jersey: |
||
Englishtown (28) |
Fibre drums | |
Spotswood |
Fibre drums | |
Teterboro |
Fibre drums |
Location |
Products Manufactured | |
New York: |
||
Tonawanda (39) |
Fibre drums | |
North Carolina: |
||
Bladenboro |
Steel drums | |
Charlotte (29) |
Fibre drums | |
Ohio: |
||
Greenville (39) |
Steel drums | |
Van Wert (39) |
Fibre drums | |
Pennsylvania: |
||
Aston (39) |
Fibre drums | |
Stroudsburg |
Steel parts | |
Warminster (32) |
Steel drums | |
West Hazleton (31) |
Plastic drums | |
Tennessee: |
||
Kingsport |
Fibre drums | |
Texas: |
||
Haltom City (39) |
Fibre drums | |
Houston (33)(39) |
Fibre drums | |
Houston (34)(39) |
Plastic drums | |
La Porte (39) |
Steel drums | |
La Porte (39) |
Steel drums | |
West Virginia: |
||
Culloden (35) |
Fibre drums | |
PAPER, PACKAGING & SERVICES: |
||
United States: |
||
California: |
||
Stockton (39) |
Corrugated honeycomb | |
Georgia: |
||
Macon |
Corrugated honeycomb | |
Illinois: |
||
Centralia (39) |
Corrugated containers and sheets | |
Oreana |
Corrugated containers | |
Posen |
Corrugated honeycomb | |
Quincy (38) |
Distribution center | |
Indiana: |
||
Ferdinand (38) |
Corrugated containers |
Location |
Products Manufactured | |
Kentucky: |
||
Louisville (39) |
Corrugated containers | |
Winchester |
Corrugated containers | |
Winchester (38) |
Distribution center | |
Michigan: |
||
Canton |
Distribution center | |
Roseville (39) |
Corrugated containers | |
Minnesota: |
||
Rosemount (39) |
Multiwall bags | |
Nebraska: |
||
Omaha (39) |
Multiwall bags | |
Ohio: |
||
Fostoria (39) |
Corrugated containers | |
Massillon (39) |
Containerboard | |
Tiffin |
Corrugated containers | |
Toledo (30) |
Corrugated containers | |
Toledo (39) |
Corrugated containers | |
Zanesville (39) |
Corrugated containers and sheets | |
Zanesville (39) |
Distribution center | |
Pennsylvania: |
||
Reno (37) |
Corrugated containers | |
Hazelton |
Corrugated honeycomb | |
Washington (39) |
Corrugated containers and sheets | |
Washington (38) |
Distribution center | |
Texas: |
||
Waco |
Corrugated honeycomb | |
Waco (38) |
Distribution center | |
Virginia: |
||
Riverville (39) |
Containerboard | |
Washington: |
||
Woodland |
Corrugated honeycomb and distribution center | |
West Virginia: |
||
Huntington |
Corrugated containers and sheets | |
Huntington (38) |
Distribution center | |
TIMBER: |
||
United States: |
||
Alabama: |
||
Evergreen |
Distribution center |
Location |
Products Manufactured | |
Mississippi: |
||
Flowood |
Other | |
Vicksburg |
Distribution center | |
CORPORATE: |
||
United States: |
||
Ohio: |
||
Delaware (39) |
Principal office | |
Delaware (36) |
North America office |
(1) |
Lease expires January 18, 2004 |
(2) |
Lease expires May 11, 2003 |
(3) |
Lease expires July 31, 2004 |
(4) |
Lease expires December 31, 2004 |
(5) |
Lease expires January 9, 2007 |
(6) |
Lease expires November 1, 2003 |
(7) |
Lease expires February 28, 2006 |
(8) |
Lease expires December 31, 2009 |
(9) |
Lease expires December 31, 2047 |
(10) |
Lease expires September 30, 2015 |
(11) |
Lease expires February 21, 2031 |
(12) |
Lease expires October 14, 2003 |
(13) |
Lease expires August 31, 2003 |
(14) |
Lease expires September 1, 2003 |
(15) |
Lease expires July 31, 2005 |
(16) |
Lease expires December 31, 2005 |
(17) |
Lease expires March 31, 2014 |
(18) |
Lease expires May 31, 2005 |
(19) |
Lease expires December 15, 2004 |
(20) |
Lease expires December 31, 2005 |
(21) |
Lease expires March 31, 2006 |
(22) |
Lease expires October 31, 2003 |
(23) |
Lease expires July 31, 2007 |
(24) |
Lease expires June 30, 2003 |
(25) |
Lease expires March 31, 2004 |
(26) |
Lease expires June 30, 2003 |
(27) |
Lease expires August 31, 2005 |
(28) |
Lease expires February 28, 2003 |
(29) |
Lease expires September 30, 2003 |
(30) |
Lease expires August 31, 2003 |
(31) |
Lease expires April 30, 2006 |
(32) |
Lease expires January 1, 2016 |
(33) |
Lease expires December 31, 2006 |
(34) |
Lease expires September 30, 2006 |
(35) |
Lease expires January 31, 2006 |
(36) |
Lease expires October 31, 2012 |
(37) |
Lease expires December 31, 2004 |
(38) |
Lease operates month to month |
(39) |
A first lien on this property secures payment of the Companys obligations under its $550 million Amended and Restated Senior Secured Credit Agreement (see
Item 7 Borrowing Arrangements). |
Name
|
Age |
Positions and offices |
Year first became executive officer | |||
Michael J. Gasser |
51 |
Chairman of the Board of Directors and Chief Executive Officer, Chairman of the Executive and Stock Repurchase Committees and member of the Nominating
Committee |
1988 | |||
William B. Sparks, Jr. |
61 |
Director, President and Chief Operating Officer, member of the Executive Committee |
1995 | |||
Donald S. Huml |
56 |
Chief Financial Officer |
2002 |
Name
|
Age |
Positions and offices |
Year first became executive officer | |||
Maureen A. Conley |
44 |
Senior Vice President, New Business Development |
2000 | |||
John S. Lilak |
55 |
Executive Vice President, Paper, Packaging & Services, and President of Soterra LLC (subsidiary company) |
1999 | |||
Michael L. Roane |
47 |
Senior Vice President, Human Resources & Communications |
1998 | |||
Gary R. Martz |
44 |
Senior Vice President, General Counsel and Secretary |
2002 | |||
Michael J. Barilla |
52 |
Vice President, Business Information Services |
2002 | |||
John K. Dieker |
39 |
Vice President and Corporate Controller |
1996 | |||
Sharon R. Maxwell |
53 |
Assistant Secretary |
1997 | |||
Robert A. Young |
48 |
Vice President, Taxes |
2002 | |||
Robert S. Zimmerman |
31 |
Assistant Treasurer |
2001 |
2002 fiscal year dividends per share Class A |
$0.56 |
Class B $0.83 |
||||
2001 fiscal year dividends per share Class A |
$0.54 |
Class B $0.80 |
||||
2000 fiscal year dividends per share Class A |
$0.52 |
Class B $0.77 |
Years Ended October 31, | |||||||||||||||
2002 |
2001 |
2000 |
1999 |
1998 | |||||||||||
Net sales |
$ |
1,632,767 |
$ |
1,456,000 |
$ |
963,956 |
$ |
853,438 |
$ |
845,753 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Net income |
$ |
30,979 |
$ |
88,774 |
$ |
75,794 |
$ |
51,373 |
$ |
37,441 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Total assets |
$ |
1,758,795 |
$ |
1,771,188 |
$ |
939,331 |
$ |
910,986 |
$ |
878,420 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Long-term debt, including current portion of long-term debt |
$ |
632,982 |
$ |
697,514 |
$ |
235,000 |
$ |
258,000 |
$ |
235,000 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Dividends per share: |
|||||||||||||||
Class A Common Stock |
$ |
0.56 |
$ |
0.54 |
$ |
0.52 |
$ |
0.50 |
$ |
0.48 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Class B Common Stock |
$ |
0.83 |
$ |
0.80 |
$ |
0.77 |
$ |
0.74 |
$ |
0.71 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Basic earnings per share: |
|||||||||||||||
Class A Common Stock |
$ |
1.10 |
$ |
3.14 |
$ |
2.68 |
$ |
1.78 |
$ |
1.30 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Class B Common Stock |
$ |
1.64 |
$ |
4.70 |
$ |
4.01 |
$ |
2.67 |
$ |
1.94 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Diluted earnings per share: |
|||||||||||||||
Class A Common Stock |
$ |
1.10 |
$ |
3.14 |
$ |
2.67 |
$ |
1.78 |
$ |
1.29 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Class B Common Stock |
$ |
1.64 |
$ |
4.70 |
$ |
4.01 |
$ |
2.67 |
$ |
1.94 | |||||
|
|
|
|
|
|
|
|
|
|
|
Allowance for Accounts Receivable We evaluate the collectibility of our accounts receivable based on a combination of factors. In circumstances where we
are aware of a specific customers inability to meet its financial obligations to us, we record a specific allowance for bad debts against amounts due to reduce the net recognized receivable to the amount we reasonably believe will be
collected. For all other customers, we recognize allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on our historical experiences, applied on a graduated scale relative to the age of the
receivable amounts. If circumstances change (i.e., higher than expected bad debt experience or an unexpected material adverse change in a major customers ability to meet its financial obligations to us), our estimates of the recoverability of
amounts due to us could be reduced by a material amount. |
|
Inventory Reserves Reserves for slow moving and obsolete inventories are provided based on historical experience and product demand. We continuously
evaluate the adequacy of these reserves and make adjustments to these reserves as required. |
|
Net Assets Held for Sale Net assets held for sale represent land, buildings and land improvements less accumulated depreciation for locations that have
been closed, primarily as a result of the consolidation plans in the Industrial Packaging & Services segment. We record net assets held for sale in accordance with Statement of Financial Accounting Standards (SFAS) No. 121 at the
lower of carrying value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the facility utilizing recent buy offers, market comparables and/or data obtained from our commercial real estate broker. Our
estimate as to fair value is regularly reviewed and subject to changes in the commercial real estate markets and our continuing evaluation as to the facilitys acceptable sale price. |
|
Properties, Plants and Equipment Depreciation on properties, plants and equipment is provided on the straight-line method over the estimated useful lives
of our assets. Depletion on timber properties is computed on the basis of cost and the estimated recoverable timber acquired. We believe that the lives and methods of determining depreciation and depletion are reasonable; however, using other lives
and methods could provide materially different results. |
|
Restructuring Liabilities Restructuring liabilities are determined in accordance with appropriate accounting guidance, including Emerging Issues Task
Force (EITF) No. 94-3, EITF No. 95-3 and Staff Accounting Bulletin No. 100, depending upon the facts and circumstances surrounding the situation. Restructuring liabilities recorded in connection with existing and acquired companies are
further discussed in the Notes to Consolidated Financial Statements included in this Annual Report. |
|
Pension and Postretirement Benefits Pension and postretirement benefit expenses are determined by our actuaries using assumptions about the discount
rate, expected return on plan assets, rate of compensation increase and health care cost trend rates. Further discussion of our pension and postretirement benefit plans and related assumptions is included in Notes 11 and 12 to the consolidated
financial statements included in this Annual Report. The actual results would be different using other assumptions. |
|
Income Taxes Our effective tax rate, taxes payable and the tax bases of our assets and liabilities reflect current tax rates in our domestic and foreign
tax jurisdictions and our best estimate of the ultimate outcome of ongoing and potential future tax audits. Valuation allowances are established where expected future taxable income does not support the realization of the deferred tax assets.
|
|
Environmental Cleanup Costs We expense environmental expenditures related to existing conditions caused by past or current operations and from which no
current or future benefit is discernable. Our estimates of environmental remediation costs are based upon an evaluation of currently available facts with respect to each individual site, including the results of environmental studies and testing,
and considering existing technology, presently enacted laws and regulations, and prior experience in remediation of contaminated sites. Expenditures that extend the life of the related property, or mitigate or prevent future environmental
contamination are capitalized. We determine our liability on a site-by-site basis and record a liability at the time when it is probable and can be reasonably estimated. Our estimated liability is reduced to reflect the anticipated participation of
other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. Our potential future obligations for
environmental contingencies related to facilities acquired in the Van Leer Industrial Packaging acquisition may, under certain circumstances, be reduced by insurance coverage and seller cost sharing provisions. The insurance policy, which has a
10-year term, insures for environmental contingencies unidentified at the acquisition date subject to a $50 million aggregate self-insured retention. Unidentified environmental contingencies at the |
|
Contingencies Various lawsuits, claims and proceedings have been or may be instituted or asserted against us, including those
pertaining to environmental, product liability, safety and health matters. We are continually consulting legal counsel and evaluating requirements to reserve for contingencies in accordance with SFAS No. 5. While the amounts claimed may be
substantial, the ultimate liability cannot currently be determined because of the considerable uncertainties that exist. Based on the facts currently available, we believe the disposition of matters that are pending will not have a material effect
on the consolidated financial statements. |
|
Goodwill, Other Intangible Assets and Other Long-Lived Assets Goodwill is amortized on a straight-line basis over 15 or 25 years based on consideration
regarding the age of the acquired companies, their customers and the risk of obsolescence of their products. The costs of acquired intangible assets are amortized on a straight-line basis over their estimated economic lives of 2 to 25 years. Our
policy is to periodically review goodwill, other intangible assets and other long-lived assets based upon the evaluation of such factors as the occurrence of a significant adverse event or change in the environment in which the business operates, or
if the expected future net cash flows (undiscounted and without interest) would become less than the carrying amount of the asset. An impairment loss would be recorded in the period such determination is made based on the fair value of the related
assets. |
For the years ended October 31, |
||||||||||||
2002 |
2001 |
2000 |
||||||||||
Net sales |
||||||||||||
Industrial Packaging & Services |
$ |
1,268.0 |
|
$ |
1,038.9 |
|
$ |
490.9 |
| |||
Paper, Packaging & Services |
|
324.0 |
|
|
379.3 |
|
|
428.4 |
| |||
Timber |
|
40.8 |
|
|
37.8 |
|
|
44.7 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total net sales |
$ |
1,632.8 |
|
$ |
1,456.0 |
|
$ |
964.0 |
| |||
|
|
|
|
|
|
|
|
| ||||
EBITDA |
||||||||||||
Industrial Packaging & Services |
$ |
131.6 |
|
$ |
87.9 |
|
$ |
45.8 |
| |||
Paper, Packaging & Services |
|
49.2 |
|
|
82.4 |
|
|
80.5 |
| |||
Timber |
|
47.2 |
|
|
112.1 |
|
|
47.1 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total segment |
|
228.0 |
|
|
282.4 |
|
|
173.4 |
| |||
Restructuring charge |
|
(2.8 |
) |
|
(11.5 |
) |
|
|
| |||
Corporate and other |
|
(24.0 |
) |
|
(16.0 |
) |
|
(15.9 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Total EBITDA |
|
201.2 |
|
|
254.9 |
|
|
157.5 |
| |||
Depreciation, depletion and amortization expense |
|
(97.5 |
) |
|
(81.5 |
) |
|
(45.2 |
) | |||
Debt extinguishment charge |
|
(10.3 |
) |
|
|
|
|
|
| |||
Interest expense, net |
|
(56.0 |
) |
|
(45.2 |
) |
|
(11.8 |
) | |||
Foreign currency effects |
|
(1.5 |
) |
|
(0.2 |
) |
|
|
| |||
|
|
|
|
|
|
|
|
| ||||
Income before income taxes, minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
$ |
35.9 |
|
$ |
128.0 |
|
$ |
100.5 |
| |||
|
|
|
|
|
|
|
|
|
Total |
Payments Due By Period | ||||||||||||||
Less than 1
Year |
1-3 Years |
3-5 Years |
After 5 Years | ||||||||||||
Long-term debt |
$ |
633 |
$ |
3 |
$ |
6 |
$ |
91 |
$ |
533 | |||||
Short-term borrowings |
|
20 |
|
20 |
|
|
|
|
|
| |||||
Non-cancelable operating leases |
|
75 |
|
15 |
|
24 |
|
16 |
|
20 | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Total contractual cash obligations |
$ |
728 |
$ |
38 |
$ |
30 |
$ |
107 |
$ |
553 | |||||
|
|
|
|
|
|
|
|
|
|
|
translations into U.S. dollars for financial reporting purposes of the assets and liabilities of our non-U.S. operations conducted in local currencies; and
|
|
gains or losses from non-U.S. operations conducted in currencies other than their functional currency. |
|
political, social and economic instability; |
|
war, civil disturbance or acts of terrorism; |
|
taking of property by nationalization or expropriation without fair compensation; |
|
changes in government policies and regulations; |
|
imposition of limitations on conversions of non-U.S. currencies into dollars or remittance of dividends and other payments by non-U.S. subsidiaries;
|
|
imposition or increase of withholding and other taxes on remittances and other payments by non-U.S. subsidiaries; |
|
hyperinflation in certain non-U.S. countries; and |
|
impositions or increase of investment and other restrictions or requirements by non-U.S. governments. |
Expected Maturity Date |
Total |
Fair Value |
||||||||||||||||||||||||||||||
2003 |
2004 |
2005 |
2006 |
2007 |
After 2007
|
|||||||||||||||||||||||||||
Amended and Restated Senior Secured Credit Agreement: |
||||||||||||||||||||||||||||||||
Scheduled amortizations |
$ |
3 |
|
$ |
3 |
|
$ |
3 |
|
$ |
88 |
|
$ |
3 |
|
$ |
284 |
|
$ |
384 |
|
$ |
384 |
| ||||||||
Average interest rate (1) |
|
4.04 |
% |
|
4.04 |
% |
|
4.04 |
% |
|
4.04 |
% |
|
4.04 |
% |
|
4.04 |
% |
|
4.04 |
% |
|||||||||||
Interest rate swaps: |
||||||||||||||||||||||||||||||||
Scheduled amortizations |
$ |
70 |
|
$ |
15 |
|
$ |
45 |
|
$ |
100 |
|
$ |
|
|
$ |
100 |
|
$ |
330 |
|
$ |
(21 |
) | ||||||||
Average pay rate (2) |
|
5.72 |
% |
|
5.72 |
% |
|
5.80 |
% |
|
5.90 |
% |
|
5.90 |
% |
|
5.65 |
% |
|
5.77 |
% |
|||||||||||
Average receive rate (3) |
|
3.17 |
% |
|
3.25 |
% |
|
3.58 |
% |
|
5.34 |
% |
|
5.34 |
% |
|
8.88 |
% |
|
4.03 |
% |
(1) |
Variable rate specified is based on the LIBOR rate or an alternative base rate plus a calculated margin at October 31, 2002. |
(2) |
The average pay rate is based upon the fixed rates we were scheduled to pay at October 31, 2002, along with one additional agreement where we pay the LIBOR rate
plus 3.83%. |
(3) |
The average receive rate is based upon the LIBOR rates we were scheduled to receive at October 31, 2002, along with one additional agreement where we receive a
fixed rate of 8.875%. The rates presented are not intended to project our expectations for the future. |
For the years ended October 31, | |||||||||||
2002 |
2001 |
2000 | |||||||||
Net sales |
$ |
1,632,767 |
|
$ |
1,456,000 |
|
$ |
963,956 | |||
Gain on sale of timberland |
|
12,122 |
|
|
79,663 |
|
|
9,255 | |||
Other income, net |
|
7,837 |
|
|
6,358 |
|
|
4,872 | |||
|
|
|
|
|
|
|
| ||||
|
1,652,726 |
|
|
1,542,021 |
|
|
978,083 | ||||
|
|
|
|
|
|
|
| ||||
Cost of products sold |
|
1,296,952 |
|
|
1,152,616 |
|
|
737,486 | |||
Selling, general and administrative expenses |
|
250,756 |
|
|
204,716 |
|
|
128,301 | |||
Restructuring charge |
|
2,824 |
|
|
11,534 |
|
|
| |||
Debt extinguishment charge |
|
10,300 |
|
|
|
|
|
| |||
Interest expense, net |
|
55,965 |
|
|
45,149 |
|
|
11,842 | |||
|
|
|
|
|
|
|
| ||||
|
1,616,797 |
|
|
1,414,015 |
|
|
877,629 | ||||
|
|
|
|
|
|
|
| ||||
Income before income taxes, minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
|
35,929 |
|
|
128,006 |
|
|
100,454 | |||
Income taxes |
|
12,934 |
|
|
48,514 |
|
|
38,027 | |||
|
|
|
|
|
|
|
| ||||
Income before minority interest in income of consolidated subsidiaries and equity in earnings of affiliates
|
|
22,995 |
|
|
79,492 |
|
|
62,427 | |||
Minority interest in income of consolidated subsidiaries |
|
(840 |
) |
|
(594 |
) |
|
| |||
Equity in earnings of affiliates, net of tax |
|
8,824 |
|
|
9,876 |
|
|
13,367 | |||
|
|
|
|
|
|
|
| ||||
Net income |
$ |
30,979 |
|
$ |
88,774 |
|
$ |
75,794 | |||
|
|
|
|
|
|
|
| ||||
Basic earnings per share: |
|||||||||||
Class A Common Stock |
$ |
1.10 |
|
$ |
3.14 |
|
$ |
2.68 | |||
Class B Common Stock |
$ |
1.64 |
|
$ |
4.70 |
|
$ |
4.01 | |||
Diluted earnings per share: |
|||||||||||
Class A Common Stock |
$ |
1.10 |
|
$ |
3.14 |
|
$ |
2.67 | |||
Class B Common Stock |
$ |
1.64 |
|
$ |
4.70 |
|
$ |
4.01 |
As of October 31, |
||||||||
2002 |
2001 |
|||||||
ASSETS |
||||||||
CURRENT ASSETS |
||||||||
Cash and cash equivalents |
$ |
25,396 |
|
$ |
29,720 |
| ||
Trade accounts receivable-less allowance of $9,857 in 2002 and $10,596 in 2001 |
|
274,222 |
|
|
282,982 |
| ||
Inventories |
|
144,320 |
|
|
123,363 |
| ||
Deferred tax asset |
|
3,652 |
|
|
9,697 |
| ||
Net assets held for sale |
|
13,945 |
|
|
12,530 |
| ||
Prepaid expenses and other |
|
48,286 |
|
|
45,904 |
| ||
|
|
|
|
|
| |||
|
509,821 |
|
|
504,196 |
| |||
|
|
|
|
|
| |||
LONG-TERM ASSETS |
||||||||
Goodwillless accumulated amortization |
|
232,577 |
|
|
236,623 |
| ||
Other intangible assetsless accumulated amortization |
|
28,999 |
|
|
33,179 |
| ||
Investment in affiliates |
|
149,820 |
|
|
144,071 |
| ||
Other long-term assets |
|
45,060 |
|
|
44,282 |
| ||
|
|
|
|
|
| |||
|
456,456 |
|
|
458,155 |
| |||
|
|
|
|
|
| |||
PROPERTIES, PLANTS AND EQUIPMENT |
||||||||
Timber propertiesless depletion |
|
81,380 |
|
|
74,851 |
| ||
Land |
|
84,271 |
|
|
81,048 |
| ||
Buildings |
|
244,967 |
|
|
235,980 |
| ||
Machinery and equipment |
|
748,184 |
|
|
689,637 |
| ||
Capital projects in progress |
|
26,042 |
|
|
43,200 |
| ||
|
|
|
|
|
| |||
|
1,184,844 |
|
|
1,124,716 |
| |||
Accumulated depreciation |
|
(392,826 |
) |
|
(315,879 |
) | ||
|
|
|
|
|
| |||
|
792,018 |
|
|
808,837 |
| |||
|
|
|
|
|
| |||
$ |
1,758,295 |
|
$ |
1,771,188 |
| |||
|
|
|
|
|
|
As of October 31, |
||||||||
2002 |
2001 |
|||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
CURRENT LIABILITIES |
||||||||
Accounts payable |
$ |
135,192 |
|
$ |
117,117 |
| ||
Accrued payroll and employee benefits |
|
48,974 |
|
|
27,604 |
| ||
Restructuring reserves |
|
2,300 |
|
|
15,109 |
| ||
Short-term borrowings |
|
20,005 |
|
|
16,533 |
| ||
Current portion of long-term debt |
|
3,000 |
|
|
43,140 |
| ||
Other current liabilities |
|
72,101 |
|
|
74,016 |
| ||
|
|
|
|
|
| |||
|
281,572 |
|
|
293,519 |
| |||
|
|
|
|
|
| |||
LONG-TERM LIABILITIES |
||||||||
Long-term debt |
|
629,982 |
|
|
654,374 |
| ||
Deferred tax liability |
|
135,577 |
|
|
124,346 |
| ||
Postretirement benefit liability |
|
47,131 |
|
|
50,028 |
| ||
Other long-term liabilities |
|
93,559 |
|
|
62,015 |
| ||
|
|
|
|
|
| |||
|
906,249 |
|
|
890,763 |
| |||
|
|
|
|
|
| |||
MINORITY INTEREST |
|
1,345 |
|
|
560 |
| ||
|
|
|
|
|
| |||
SHAREHOLDERS EQUITY |
||||||||
Common stock, without par value |
|
11,974 |
|
|
10,446 |
| ||
Treasury stock, at cost |
|
(61,130 |
) |
|
(58,812 |
) | ||
Retained earnings |
|
687,204 |
|
|
671,917 |
| ||
Accumulated other comprehensive loss: |
||||||||
foreign currency translation |
|
(33,726 |
) |
|
(21,378 |
) | ||
interest rate derivatives |
|
(15,601 |
) |
|
(13,071 |
) | ||
minimum pension liability |
|
(19,592 |
) |
|
(2,756 |
) | ||
|
|
|
|
|
| |||
|
569,129 |
|
|
586,346 |
| |||
|
|
|
|
|
| |||
$ |
1,758,295 |
|
$ |
1,771,188 |
| |||
|
|
|
|
|
|
For the years ended October 31, |
||||||||||||
2002 |
2001 |
2000 |
||||||||||
Cash flows from operating activities: |
||||||||||||
Net income |
$ |
30,979 |
|
$ |
88,774 |
|
$ |
75,794 |
| |||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation, depletion and amortization |
|
97,477 |
|
|
81,507 |
|
|
45,222 |
| |||
Equity in earnings of affiliates, net of dividends received |
|
(6,527 |
) |
|
(7,007 |
) |
|
(10,976 |
) | |||
Minority interest in income of consolidated subsidiaries |
|
840 |
|
|
560 |
|
|
|
| |||
Deferred income taxes |
|
9,506 |
|
|
29,127 |
|
|
13,548 |
| |||
Gain on disposals of properties, plants and equipment, net |
|
(13,387 |
) |
|
(84,661 |
) |
|
(502 |
) | |||
Increase (decrease) in cash from changes in certain assets and liabilities, net of effects from
acquisitions: |
||||||||||||
Trade accounts receivable |
|
8,760 |
|
|
(7,613 |
) |
|
5,109 |
| |||
Inventories |
|
(20,957 |
) |
|
23,526 |
|
|
7,965 |
| |||
Prepaid expenses and other |
|
(7,382 |
) |
|
24,243 |
|
|
1,955 |
| |||
Other long-term assets |
|
7,922 |
|
|
12,202 |
|
|
6,579 |
| |||
Accounts payable |
|
18,075 |
|
|
(15,734 |
) |
|
(1,628 |
) | |||
Accrued payroll and employee benefits |
|
21,370 |
|
|
(776 |
) |
|
1,062 |
| |||
Restructuring reserves |
|
(12,809 |
) |
|
(4,241 |
) |
|
(5,157 |
) | |||
Other current liabilities |
|
(1,915 |
) |
|
(28,545 |
) |
|
(15,704 |
) | |||
Postretirement benefit liability |
|
(2,897 |
) |
|
3,315 |
|
|
(1,059 |
) | |||
Other long-term liabilities |
|
17,970 |
|
|
442 |
|
|
(4,979 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net cash provided by operating activities |
|
147,025 |
|
|
115,119 |
|
|
117,229 |
| |||
|
|
|
|
|
|
|
|
| ||||
Cash flows from investing activities: |
||||||||||||
Acquisitions of companies, net of cash acquired |
|
|
|
|
(312,892 |
) |
|
|
| |||
Disposals of investments in government securities |
|
|
|
|
|
|
|
5,314 |
| |||
Purchases of properties, plants and equipment |
|
(57,464 |
) |
|
(132,217 |
) |
|
(78,833 |
) | |||
Proceeds on disposals of properties, plants and equipment |
|
21,960 |
|
|
92,403 |
|
|
4,672 |
| |||
|
|
|
|
|
|
|
|
| ||||
Net cash used in investing activities |
|
(35,504 |
) |
|
(352,706 |
) |
|
(68,847 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Cash flows from financing activities: |
||||||||||||
Proceeds from issuance of long-term debt |
|
663,250 |
|
|
760,000 |
|
|
|
| |||
Payments on long-term debt |
|
(741,020 |
) |
|
(464,542 |
) |
|
(23,000 |
) | |||
Proceeds from (payments on) short-term borrowings |
|
3,472 |
|
|
(7,062 |
) |
|
|
| |||
Debt issuance costs |
|
(14,742 |
) |
|
(16,254 |
) |
|
|
| |||
Acquisitions of treasury stock |
|
(2,458 |
) |
|
(924 |
) |
|
(4,968 |
) | |||
Exercise of stock options |
|
1,668 |
|
|
69 |
|
|
190 |
| |||
Dividends paid |
|
(15,692 |
) |
|
(15,158 |
) |
|
(14,619 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net cash (used in) provided by financing activities |
|
(105,522 |
) |
|
256,129 |
|
|
(42,397 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Effects of exchange rates on cash |
|
(10,323 |
) |
|
(2,210 |
) |
|
(1,532 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net (decrease) increase in cash and cash equivalents |
|
(4,324 |
) |
|
16,332 |
|
|
4,453 |
| |||
Cash and cash equivalents at beginning of year |
|
29,720 |
|
|
13,388 |
|
|
8,935 |
| |||
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents at end of year |
$ |
25,396 |
|
$ |
29,720 |
|
$ |
13,388 |
| |||
|
|
|
|
|
|
|
|
|
Capital Stock |
Treasury Stock |
Retained Earnings |
Accumulated Other Comprehensive Loss |
Shareholders Equity |
|||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
||||||||||||||||||||||
As of November 1, 1999 |
22,527 |
|
$ |
10,207 |
15,894 |
|
$ |
(52,940 |
) |
$ |
537,126 |
|
$ |
(6,411 |
) |
$ |
487,982 |
| |||||||
Net income |
|
75,794 |
|
|
75,794 |
| |||||||||||||||||||
Other comprehensive loss foreign currency translation |
|
(1,865 |
) |
|
(1,865 |
) | |||||||||||||||||||
|
|
| |||||||||||||||||||||||
Comprehensive income |
|
73,929 |
| ||||||||||||||||||||||
|
|
| |||||||||||||||||||||||
Dividends paid (Note 8): |
|||||||||||||||||||||||||
Class A $0.52 |
|
(5,492 |
) |
|
(5,492 |
) | |||||||||||||||||||
Class B $0.77 |
|
(9,127 |
) |
|
(9,127 |
) | |||||||||||||||||||
Treasury shares acquired |
(163 |
) |
163 |
|
|
(4,968 |
) |
|
(4,968 |
) | |||||||||||||||
Stock options exercised |
7 |
|
|
176 |
(7 |
) |
|
14 |
|
|
190 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
As of October 31, 2000 |
22,371 |
|
$ |
10,383 |
16,050 |
|
$ |
(57,894 |
) |
$ |
598,301 |
|
$ |
(8,276 |
) |
$ |
542,514 |
| |||||||
Net income |
|
88,774 |
|
|
88,774 |
| |||||||||||||||||||
Other comprehensive loss: |
|||||||||||||||||||||||||
-foreign currency translation |
|
(13,102 |
) |
|
(13,102 |
) | |||||||||||||||||||
-interest rate derivatives |
|
(13,071 |
) |
|
(13,071 |
) | |||||||||||||||||||
-minimum pension liability adjustment |
|
(2,756 |
) |
|
(2,756 |
) | |||||||||||||||||||
|
|
| |||||||||||||||||||||||
Comprehensive income |
|
59,845 |
| ||||||||||||||||||||||
|
|
| |||||||||||||||||||||||
Dividends paid (Note 8): |
|||||||||||||||||||||||||
Class A $0.54 |
|
(5,683 |
) |
|
(5,683 |
) | |||||||||||||||||||
Class B $0.80 |
|
(9,475 |
) |
|
(9,475 |
) | |||||||||||||||||||
Treasury shares acquired |
(35 |
) |
35 |
|
|
(924 |
) |
|
(924 |
) | |||||||||||||||
Stock options exercised |
3 |
|
|
63 |
(3 |
) |
|
6 |
|
|
69 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
As of October 31, 2001 |
22,339 |
|
$ |
10,446 |
16,082 |
|
$ |
(58,812 |
) |
$ |
671,917 |
|
$ |
(37,205 |
) |
$ |
586,346 |
| |||||||
Net income |
|
30,979 |
|
|
30,979 |
| |||||||||||||||||||
Other comprehensive loss: |
|||||||||||||||||||||||||
-foreign currency translation |
|
(12,348 |
) |
|
(12,348 |
) | |||||||||||||||||||
-interest rate derivatives |
|
(2,530 |
) |
|
(2,530 |
) | |||||||||||||||||||
-minimum pension liability adjustment |
|
(16,836 |
) |
|
(16,836 |
) | |||||||||||||||||||
|
|
| |||||||||||||||||||||||
Comprehensive loss |
|
(735 |
) | ||||||||||||||||||||||
|
|
| |||||||||||||||||||||||
Dividends paid (Note 8): |
|||||||||||||||||||||||||
Class A $0.56 |
|
(5,910 |
) |
|
(5,910 |
) | |||||||||||||||||||
Class B $0.83 |
|
(9,782 |
) |
|
(9,782 |
) | |||||||||||||||||||
Treasury shares acquired |
(80 |
) |
80 |
|
|
(2,458 |
) |
|
(2,458 |
) | |||||||||||||||
Stock options exercised |
66 |
|
|
1,528 |
(66 |
) |
|
140 |
|
|
1,668 |
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
As of October 31, 2002 |
22,325 |
|
$ |
11,974 |
16,096 |
|
$ |
(61,130 |
) |
$ |
687,204 |
|
$ |
(68,919 |
) |
$ |
569,129 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
2001 |
|||||||
Finished goods |
$ |
38,939 |
|
$ |
40,881 |
| ||
Raw materials and work-in-process |
|
137,623 |
|
|
117,491 |
| ||
|
|
|
|
|
| |||
|
176,562 |
|
|
158,372 |
| |||
Reduction to state inventories on last-in, first-out basis |
|
(32,242 |
) |
|
(35,009 |
) | ||
|
|
|
|
|
| |||
$ |
144,320 |
|
$ |
123,363 |
| |||
|
|
|
|
|
|
Years | ||
Buildings |
30-45 | |
Machinery and equipment |
3-19 |
For the years ended October 31, | ||||||
2002 |
2001 |
2000 | ||||
Class A Common Stock: |
||||||
Basic earnings per share |
10,555,215 |
10,523,476 |
10,557,935 | |||
Assumed conversion of stock options |
71,001 |
26,603 |
41,600 | |||
|
|
| ||||
Diluted earnings per share |
10,626,216 |
10,550,079 |
10,599,535 | |||
|
|
| ||||
Class B Common Stock: |
||||||
Basic and diluted earnings per share |
11,788,418 |
11,842,656 |
11,852,602 | |||
|
|
|
For the years ended October
31, | ||||||
2001 |
2000 | |||||
Net sales |
$ |
1,746,255 |
$ |
1,914,846 | ||
Net income |
$ |
72,795 |
$ |
74,546 | ||
Basic earnings per share: |
||||||
Class A Common Stock |
$ |
2.58 |
$ |
2.63 | ||
Class B Common Stock |
$ |
3.86 |
$ |
3.94 | ||
Diluted earnings per share: |
||||||
Class A Common Stock |
$ |
2.57 |
$ |
2.63 | ||
Class B Common Stock |
$ |
3.86 |
$ |
3.94 |
As of and for the years ended October 31, | |||||||||
2002 |
2001 |
2000 | |||||||
Current assets |
$ |
140,124 |
$ |
130,425 |
|||||
Long-term assets |
$ |
107,108 |
$ |
106,313 |
|||||
Current liabilities |
$ |
9,474 |
$ |
10,734 |
|||||
Long-term liabilities |
$ |
8,727 |
$ |
8,962 |
|||||
Net sales |
$ |
230,107 |
$ |
284,534 |
$ |
313,435 | |||
Gross profit |
$ |
34,941 |
$ |
40,763 |
$ |
46,212 | |||
Operating income |
$ |
23,644 |
$ |
25,673 |
$ |
32,250 | |||
Net income |
$ |
15,783 |
$ |
18,161 |
$ |
22,690 |
As of and for the years ended October 31, | |||||||||
2002 |
2001 |
2000 | |||||||
Current assets |
$ |
6,921 |
$ |
11,919 |
|||||
Long-term assets |
$ |
15,180 |
$ |
16,791 |
|||||
Current liabilities |
$ |
5,288 |
$ |
9,533 |
|||||
Long-term liabilities |
$ |
9,616 |
$ |
8,884 |
|||||
Net sales |
$ |
12,761 |
$ |
22,194 |
$ |
13,881 | |||
Gross profit |
$ |
2,525 |
$ |
5,687 |
$ |
2,260 | |||
Operating income |
$ |
347 |
$ |
2,665 |
$ |
2,340 | |||
Net income |
$ |
462 |
$ |
445 |
$ |
274 |
Balance at 10/31/00 |
Reductions |
Balance at 10/31/01 | ||||||||
Cash charges: |
||||||||||
Employee separation costs |
$ |
8,000 |
$ |
(4,009 |
) |
$ |
3,991 | |||
Cash and non-cash charges: |
||||||||||
Other exit costs |
|
3,534 |
|
(3,222 |
) |
|
312 | |||
|
|
|
|
|
|
| ||||
$ |
11,534 |
$ |
(7,231 |
) |
$ |
4,303 | ||||
|
|
|
|
|
|
|
Balance at 10/31/01 |
Additions |
Reductions |
Balance at 10/31/02 | ||||||||||
Cash charges: |
|||||||||||||
Employee separation costs |
$ |
3,991 |
$ |
1,441 |
$ |
(5,432 |
) |
$ |
| ||||
Cash and non-cash charges: |
|||||||||||||
Other exit costs |
|
312 |
|
1,383 |
|
(1,186 |
) |
|
509 | ||||
|
|
|
|
|
|
|
|
| |||||
$ |
4,303 |
$ |
2,824 |
$ |
(6,618 |
) |
$ |
509 | |||||
|
|
|
|
|
|
|
|
|
Balance at 10/31/00 |
Reductions |
Balance at 10/31/01 | ||||||||
Cash charges: |
||||||||||
Employee separation costs |
$ |
16,480 |
$ |
(6,962 |
) |
$ |
9,518 | |||
Cash and non-cash charges: |
||||||||||
Other exit costs |
|
3,203 |
|
(1,915 |
) |
|
1,288 | |||
|
|
|
|
|
|
| ||||
$ |
19,683 |
$ |
(8,877 |
) |
$ |
10,806 | ||||
|
|
|
|
|
|
|
Balance at 10/31/01 |
Reductions |
Balance at 10/31/02 | ||||||||
Cash charges: |
||||||||||
Employee separation costs |
$ |
9,518 |
$ |
(7,727 |
) |
$ |
1,791 | |||
Cash and non-cash charges: |
||||||||||
Other exit costs |
|
1,288 |
|
(1,288 |
) |
|
| |||
|
|
|
|
|
|
| ||||
$ |
10,806 |
$ |
(9,015 |
) |
$ |
1,791 | ||||
|
|
|
|
|
|
|
October 31, 2002 |
October 31, 2001 |
|||||||
$550 million Amended and Restated Senior Secured Credit Agreement |
$ |
384,250 |
|
$ |
|
| ||
8 7/8% Senior Subordinated Notes |
|
247,965 |
|
|
|
| ||
$900 million Senior Secured Credit Agreement |
|
|
|
|
696,306 |
| ||
Other debt |
|
767 |
|
|
1,208 |
| ||
|
|
|
|
|
| |||
|
632,982 |
|
|
697,514 |
| |||
Less current portion |
|
(3,000 |
) |
|
(43,140 |
) | ||
|
|
|
|
|
| |||
$ |
629,982 |
|
$ |
654,374 |
| |||
|
|
|
|
|
|
Amount |
Base Rate |
Margin |
|||||||
Term Loan C |
$ |
299,250 |
1.76 |
% |
2.25 |
% | |||
Multicurrency revolver: |
$ |
80,000 |
1.76 |
% |
2.25 |
% | |||
$ |
5,000 |
4.75 |
% |
1.25 |
% |
Year |
Redemption Price | |
2007 |
104.438% | |
2008 |
102.958% | |
2009 |
101.479% | |
2010 and thereafter |
100.000% |
Amount |
Base Rate |
Margin |
|||||||
Term Loan A (U.S. dollar) |
$ |
131,526 |
2.27 |
% |
2.50 |
% | |||
Term Loan A (euro) |
|
187,660 |
3.59 |
% |
2.50 |
% | |||
Term Loan B |
$ |
377,256 |
2.27 |
% |
3.25 |
% | |||
Multicurrency revolver |
$ |
20,000 |
2.34 |
% |
2.50 |
% |
Authorized Shares |
Issued Shares |
Outstanding Shares |
Treasury Shares | |||||
October 31, 2002: |
||||||||
Class A Common Stock |
32,000,000 |
21,140,960 |
10,562,366 |
10,578,594 | ||||
Class B Common Stock |
17,280,000 |
17,280,000 |
11,762,859 |
5,517,141 | ||||
October 31, 2001: |
||||||||
Class A Common Stock |
32,000,000 |
21,140,960 |
10,516,196 |
10,624,764 | ||||
Class B Common Stock |
17,280,000 |
17,280,000 |
11,822,859 |
5,457,141 |
For the years ended October
31, | |||||||||
2002 |
2001 |
2000 | |||||||
Net income |
$ |
28,667 |
$ |
86,566 |
$ |
73,990 | |||
Basic earnings per share: |
|||||||||
Class A Common Stock |
$ |
1.02 |
$ |
3.06 |
$ |
2.62 | |||
Class B Common Stock |
$ |
1.52 |
$ |
4.59 |
$ |
3.91 | |||
Diluted earnings per share: |
|||||||||
Class A Common Stock |
$ |
1.02 |
$ |
3.06 |
$ |
2.61 | |||
Class B Common Stock |
$ |
1.52 |
$ |
4.59 |
$ |
3.91 |
2002 |
2001 |
2000 |
|||||||
Dividend yield |
2.04 |
% |
1.70 |
% |
1.70 |
% | |||
Volatility rate |
32.00 |
% |
27.20 |
% |
27.50 |
% | |||
Risk-free interest rate |
3.88 |
% |
4.84 |
% |
6.05 |
% | |||
Expected option life |
6 years |
|
6 years |
|
6 years |
|
2002 |
2001 |
2000 | |||||||||||||
Shares |
Weighted Average Exercise Price |
Shares |
Weighted Average Exercise Price |
Shares |
Weighted Average Exercise Price | ||||||||||
Beginning balance |
1,506 |
$ |
29.13 |
1,154 |
$ |
28.48 |
861 |
$ |
28.23 | ||||||
Granted |
464 |
$ |
26.37 |
455 |
$ |
30.76 |
316 |
$ |
29.22 | ||||||
Forfeited |
14 |
$ |
29.92 |
100 |
$ |
28.53 |
16 |
$ |
29.76 | ||||||
Exercised |
66 |
$ |
25.21 |
3 |
$ |
22.94 |
7 |
$ |
27.12 | ||||||
|
|
|
|||||||||||||
Ending balance |
1,890 |
$ |
28.58 |
1,506 |
$ |
29.13 |
1,154 |
$ |
28.48 | ||||||
|
|
|
For the years ended October
31, | ||||||||||
2002 |
2001 |
2000 | ||||||||
Current: |
||||||||||
Federal |
$ |
(9,604 |
) |
$ |
12,624 |
$ |
21,420 | |||
State and local |
|
104 |
|
|
550 |
|
848 | |||
Foreign |
|
10,914 |
|
|
6,213 |
|
2,211 | |||
|
|
|
|
|
|
| ||||
|
1,414 |
|
|
19,387 |
|
24,479 | ||||
Deferred |
|
11,520 |
|
|
29,127 |
|
13,548 | |||
|
|
|
|
|
|
| ||||
$ |
12,934 |
|
$ |
48,514 |
$ |
38,027 | ||||
|
|
|
|
|
|
|
For the years ended October
31, |
|||||||||
2002 |
2001 |
2000 |
|||||||
U.S. federal tax rate |
35.0 |
% |
35.0 |
% |
35.0 |
% | |||
State and local taxes, net of federal tax benefit |
1.1 |
% |
1.6 |
% |
1.7 |
% | |||
Other non-deductible expenses and foreign tax rates |
(0.1 |
)% |
1.3 |
% |
1.2 |
% | |||
|
|
|
|
|
| ||||
36.0 |
% |
37.9 |
% |
37.9 |
% | ||||
|
|
|
|
|
|
2002 |
2001 |
|||||||
Vacation accrual |
$ |
2,021 |
|
$ |
1,320 |
| ||
Bad debt reserves |
|
2,660 |
|
|
1,610 |
| ||
Restructuring reserves |
|
182 |
|
|
5,439 |
| ||
Other |
|
|
|
|
1,328 |
| ||
|
|
|
|
|
| |||
Current deferred tax asset |
$ |
4,863 |
|
$ |
9,697 |
| ||
|
|
|
|
|
| |||
Foreign net operating loss carryforwards |
$ |
64,235 |
|
$ |
34,019 |
| ||
Interest rate derivatives |
|
8,775 |
|
|
7,977 |
| ||
Minimum pension liability |
|
11,020 |
|
|
1,682 |
| ||
Deferred compensation |
|
2,225 |
|
|
1,840 |
| ||
Environmental reserves |
|
2,636 |
|
|
2,556 |
| ||
Other |
|
|
|
|
878 |
| ||
|
|
|
|
|
| |||
|
88,891 |
|
|
48,952 |
| |||
Valuation allowance for long-term deferred tax assets |
|
(42,073 |
) |
|
(31,780 |
) | ||
|
|
|
|
|
| |||
Long-term deferred tax asset |
$ |
46,818 |
|
$ |
17,172 |
| ||
|
|
|
|
|
| |||
Inventories |
$ |
793 |
|
$ |
|
| ||
Other |
|
418 |
|
|
|
| ||
|
|
|
|
|
| |||
Current deferred tax liability |
$ |
1,211 |
|
$ |
|
| ||
|
|
|
|
|
| |||
Properties, plants and equipment |
$ |
101,667 |
|
$ |
77,932 |
| ||
Equity investments |
|
9,626 |
|
|
8,843 |
| ||
Goodwill and other intangible assets |
|
4,901 |
|
|
4,053 |
| ||
Timberland transactions |
|
39,892 |
|
|
35,530 |
| ||
Pension |
|
1,917 |
|
|
1,771 |
| ||
Other |
|
24,392 |
|
|
13,389 |
| ||
|
|
|
|
|
| |||
Long-term deferred tax liability |
$ |
182,395 |
|
$ |
141,518 |
| ||
|
|
|
|
|
|
2002 |
2001 | |||
Class A Common Stock |
123,752 |
123,752 | ||
Class B Common Stock |
80,355 |
80,355 |
For the years ended October
31, |
||||||||||||
2002 |
2001 |
2000 |
||||||||||
Service cost |
$ |
10,106 |
|
$ |
7,432 |
|
$ |
4,193 |
| |||
Interest cost |
|
19,129 |
|
|
13,982 |
|
|
5,561 |
| |||
Expected return on plan assets |
|
(23,841 |
) |
|
(17,886 |
) |
|
(6,761 |
) | |||
Amortization of prior service cost |
|
1,198 |
|
|
1,004 |
|
|
700 |
| |||
Amortization of initial net asset |
|
(842 |
) |
|
(842 |
) |
|
(562 |
) | |||
Recognized net actuarial gain |
|
(103 |
) |
|
(270 |
) |
|
(198 |
) | |||
|
|
|
|
|
|
|
|
| ||||
$ |
5,647 |
|
$ |
3,420 |
|
$ |
2,933 |
| ||||
|
|
|
|
|
|
|
|
|
2002 |
2001 |
2000 |
|||||||
Discount rate |
6.50 |
% |
6.75 |
% |
7.50 |
% | |||
Expected return on plan assets |
8.00 |
% |
8.00 |
% |
9.00 |
% | |||
Rate of compensation increase |
4.00 |
% |
4.25 |
% |
4.25 |
% |
2002 |
2001 |
|||||||
Change in benefit obligation: |
||||||||
Benefit obligation at beginning of year |
$ |
289,372 |
|
$ |
82,140 |
| ||
Benefit obligation of acquired companies |
|
|
|
|
202,122 |
| ||
Service cost |
|
10,106 |
|
|
7,432 |
| ||
Interest cost |
|
19,129 |
|
|
13,982 |
| ||
Plan participant contributions |
|
859 |
|
|
626 |
| ||
Amendments |
|
(1,126 |
) |
|
|
| ||
Actuarial loss (gain) |
|
10,829 |
|
|
(5,454 |
) | ||
Foreign currency effects |
|
14,082 |
|
|
(1,570 |
) | ||
Benefits paid |
|
(18,199 |
) |
|
(9,861 |
) | ||
Additions of plan |
|
17,566 |
|
|
|
| ||
Plan curtailment gain |
|
|
|
|
(45 |
) | ||
|
|
|
|
|
| |||
Benefit obligation at end of year |
$ |
342,618 |
|
$ |
289,372 |
| ||
|
|
|
|
|
| |||
Change in plan assets: |
||||||||
Fair value of plan assets at beginning of year |
$ |
268,157 |
|
$ |
84,802 |
| ||
Fair value of plan assets of acquired companies |
|
|
|
|
204,049 |
| ||
Actual return on plan assets |
|
(20,192 |
) |
|
(17,660 |
) | ||
Plan participant contributions |
|
859 |
|
|
626 |
| ||
Foreign currency effects |
|
12,541 |
|
|
(2,169 |
) | ||
Employer contributions |
|
12,008 |
|
|
8,082 |
| ||
Additions of plan |
|
14,743 |
|
|
|
| ||
Settlements |
|
|
|
|
(45 |
) | ||
Benefits paid |
|
(17,686 |
) |
|
(9,528 |
) | ||
|
|
|
|
|
| |||
Fair value of plan assets at end of year |
$ |
270,430 |
|
$ |
268,157 |
| ||
|
|
|
|
|
| |||
Funded status |
$ |
(72,188 |
) |
$ |
(21,215 |
) | ||
Unrecognized net actuarial loss |
|
83,801 |
|
|
26,677 |
| ||
Unrecognized prior service cost |
|
8,252 |
|
|
8,507 |
| ||
Unrecognized initial net asset |
|
(4,094 |
) |
|
(4,935 |
) | ||
|
|
|
|
|
| |||
Net amount recognized |
$ |
15,771 |
|
$ |
9,034 |
| ||
|
|
|
|
|
| |||
Amounts recognized in the Consolidated Balance Sheets consist of: |
||||||||
Prepaid benefit cost |
$ |
27,909 |
|
$ |
26,721 |
| ||
Accrued benefit liability |
|
(51,727 |
) |
|
(30,605 |
) | ||
Intangible asset |
|
8,977 |
|
|
8,481 |
| ||
Accumulated other comprehensive loss |
|
30,612 |
|
|
4,437 |
| ||
|
|
|
|
|
| |||
Net amount recognized |
$ |
15,771 |
|
$ |
9,034 |
| ||
|
|
|
|
|
|
For the years ended October
31, | |||||||||
2002 |
2001 |
2000 | |||||||
Service cost |
$ |
203 |
$ |
240 |
$ |
| |||
Interest cost |
|
3,770 |
|
3,033 |
|
1,453 | |||
Amortization of prior service cost |
|
75 |
|
|
|
| |||
Recognized net actuarial loss |
|
49 |
|
|
|
| |||
|
|
|
|
|
| ||||
$ |
4,097 |
$ |
3,273 |
$ |
1,453 | ||||
|
|
|
|
|
|
2002 |
2001 |
|||||||
Change in benefit obligation: |
||||||||
Benefit obligation at beginning of year |
$ |
52,319 |
|
$ |
19,573 |
| ||
Benefit obligation of acquired companies |
|
|
|
|
31,648 |
| ||
Service cost |
|
203 |
|
|
240 |
| ||
Interest cost |
|
3,770 |
|
|
3,033 |
| ||
Plan participant contributions |
|
73 |
|
|
40 |
| ||
Actuarial loss |
|
2,937 |
|
|
754 |
| ||
Plan curtailment gain |
|
(2,462 |
) |
|
|
| ||
Amendments |
|
992 |
|
|
|
| ||
Foreign currency effects |
|
(576 |
) |
|
(1,576 |
) | ||
Benefits paid |
|
(4,208 |
) |
|
(1,393 |
) | ||
|
|
|
|
|
| |||
Benefit obligation at end of year |
$ |
53,048 |
|
$ |
52,319 |
| ||
|
|
|
|
|
| |||
Change in plan assets: |
||||||||
Fair value of plan assets at beginning of year |
$ |
|
|
$ |
|
| ||
Employer contributions |
|
4,208 |
|
|
1,393 |
| ||
Benefits paid |
|
(4,208 |
) |
|
(1,393 |
) | ||
|
|
|
|
|
| |||
Fair value of plan assets at end of year |
$ |
|
|
$ |
|
| ||
|
|
|
|
|
| |||
Funded status |
$ |
(53,048 |
) |
$ |
(52,319 |
) | ||
Unrecognized net actuarial loss |
|
5,000 |
|
|
2,291 |
| ||
Unrecognized prior service cost |
|
917 |
|
|
|
| ||
|
|
|
|
|
| |||
Net amount recognized |
$ |
(47,131 |
) |
$ |
(50,028 |
) | ||
|
|
|
|
|
|
Medical |
|||
Current trend rate |
8.00 |
% | |
Ultimate trend rate |
5.00 |
% |
1-Percentage- Point Increase |
1-Percentage- Point Decrease |
||||||
Effect on total of service and interest cost components |
$ |
212 |
$ |
(334 |
) | ||
Effect on postretirement benefit obligation |
$ |
3,327 |
$ |
(2,842 |
) |
2002 |
2001 |
2000 | |||||||
Net sales: |
|||||||||
Industrial Packaging & Services |
$ |
1,268,013 |
$ |
1,038,948 |
$ |
490,909 | |||
Paper, Packaging & Services |
|
324,009 |
|
379,302 |
|
428,369 | |||
Timber |
|
40,745 |
|
37,750 |
|
44,678 | |||
|
|
|
|
|
| ||||
Total |
$ |
1,632,767 |
$ |
1,456,000 |
$ |
963,956 | |||
|
|
|
|
|
|
2002 |
2001 |
2000 |
||||||||||
EBITDA: |
||||||||||||
Industrial Packaging & Services |
$ |
131,596 |
|
$ |
87,902 |
|
$ |
45,851 |
| |||
Paper, Packaging & Services |
|
49,178 |
|
|
82,370 |
|
|
80,499 |
| |||
Timber |
|
47,244 |
|
|
112,100 |
|
|
47,114 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total segment |
|
228,018 |
|
|
282,372 |
|
|
173,464 |
| |||
Restructuring charge |
|
(2,824 |
) |
|
(11,534 |
) |
|
|
| |||
Corporate and other |
|
(24,024 |
) |
|
(15,948 |
) |
|
(15,946 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Total EBITDA |
|
201,170 |
|
|
254,890 |
|
|
157,518 |
| |||
Depreciation, depletion and amortization expense |
|
(97,477 |
) |
|
(81,507 |
) |
|
(45,222 |
) | |||
Debt extinguishment charge |
|
(10,300 |
) |
|
|
|
|
|
| |||
Interest expense, net |
|
(55,965 |
) |
|
(45,149 |
) |
|
(11,842 |
) | |||
Foreign currency effects |
|
(1,499 |
) |
|
(228 |
) |
|
|
| |||
|
|
|
|
|
|
|
|
| ||||
Income before income taxes, minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
$ |
35,929 |
|
$ |
128,006 |
|
$ |
100,454 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total assets: |
||||||||||||
Industrial Packaging & Services |
$ |
1,088,810 |
|
$ |
1,146,942 |
|
||||||
Paper, Packaging & Services |
|
323,704 |
|
|
345,155 |
|
||||||
Timber |
|
116,183 |
|
|
104,105 |
|
||||||
|
|
|
|
|
|
|||||||
Total segment |
|
1,528,697 |
|
|
1,596,202 |
|
||||||
Corporate and other |
|
229,598 |
|
|
174,986 |
|
||||||
|
|
|
|
|
|
|||||||
Total |
$ |
1,758,295 |
|
$ |
1,771,188 |
|
||||||
|
|
|
|
|
|
|||||||
Depreciation, depletion and amortization expense: |
||||||||||||
Industrial Packaging & Services |
$ |
64,013 |
|
$ |
48,849 |
|
$ |
20,394 |
| |||
Paper, Packaging & Services |
|
21,942 |
|
|
21,766 |
|
|
20,457 |
| |||
Timber |
|
3,325 |
|
|
4,897 |
|
|
771 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total segment |
|
89,280 |
|
|
75,512 |
|
|
41,622 |
| |||
Corporate and other |
|
8,197 |
|
|
5,995 |
|
|
3,600 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total |
$ |
97,477 |
|
$ |
81,507 |
|
$ |
45,222 |
| |||
|
|
|
|
|
|
|
|
| ||||
Additions to long-lived assets: |
||||||||||||
Industrial Packaging & Services |
$ |
28,081 |
|
$ |
17,621 |
|
$ |
21,442 |
| |||
Paper, Packaging & Services |
|
5,912 |
|
|
14,152 |
|
|
33,464 |
| |||
Timber |
|
15,476 |
|
|
91,228 |
|
|
10,222 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total segment |
|
49,469 |
|
|
123,001 |
|
|
65,128 |
| |||
Corporate and other |
|
7,995 |
|
|
9,216 |
|
|
13,705 |
| |||
|
|
|
|
|
|
|
|
| ||||
Total |
$ |
57,464 |
|
$ |
132,217 |
|
$ |
78,833 |
| |||
|
|
|
|
|
|
|
|
|
For the years ended October 31, | |||||||||
2002 |
2001 |
2000 | |||||||
North America |
$ |
996,260 |
$ |
1,009,789 |
$ |
963,956 | |||
Europe |
|
420,950 |
|
289,527 |
|
| |||
Other |
|
215,557 |
|
156,684 |
|
| |||
|
|
|
|
|
| ||||
$ |
1,632,767 |
$ |
1,456,000 |
$ |
963,956 | ||||
|
|
|
|
|
|
As of October 31, | ||||||
2002 |
2001 | |||||
North America |
$ |
1,260,042 |
$ |
1,263,260 | ||
Europe |
|
338,090 |
|
322,702 | ||
Other |
|
160,163 |
|
185,226 | ||
|
|
|
| |||
$ |
1,758,295 |
$ |
1,771,188 | |||
|
|
|
|
Quarter ended | ||||||||||||
Jan. 31, 2002
|
Apr. 30, 2002
|
July 31, 2002
|
Oct. 31, 2002
| |||||||||
Net sales |
$ |
365,190 |
$ |
396,913 |
$ |
435,148 |
$ |
435,516 | ||||
Gross profit |
$ |
68,086 |
$ |
81,319 |
$ |
90,381 |
$ |
96,029 | ||||
Net income |
$ |
3,806 |
$ |
6,916 |
$ |
7,951 |
$ |
12,306 | ||||
Earnings per share: |
||||||||||||
Basic: |
||||||||||||
Class A Common Stock |
$ |
0.14 |
$ |
0.24 |
$ |
0.28 |
$ |
0.44 | ||||
Class B Common Stock |
$ |
0.20 |
$ |
0.37 |
$ |
0.42 |
$ |
0.65 | ||||
Diluted: |
||||||||||||
Class A Common Stock |
$ |
0.14 |
$ |
0.24 |
$ |
0.28 |
$ |
0.44 | ||||
Class B Common Stock |
$ |
0.20 |
$ |
0.37 |
$ |
0.42 |
$ |
0.65 | ||||
Earnings per share were calculated using the following number of shares: |
||||||||||||
Basic: |
||||||||||||
Class A Common Stock |
|
10,520,027 |
|
10,550,055 |
|
10,577,951 |
|
10,572,826 | ||||
Class B Common Stock |
|
11,815,974 |
|
11,795,835 |
|
11,778,142 |
|
11,763,719 | ||||
Diluted: |
||||||||||||
Class A Common Stock |
|
10,564,053 |
|
10,683,661 |
|
10,642,239 |
|
10,577,919 | ||||
Class B Common Stock |
|
11,815,974 |
|
11,795,835 |
|
11,778,142 |
|
11,763,719 | ||||
Market price (Class A Common Stock): |
||||||||||||
High |
$ |
35.81 |
$ |
38.20 |
$ |
37.48 |
$ |
28.36 | ||||
Low |
$ |
24.81 |
$ |
29.79 |
$ |
24.06 |
$ |
23.00 | ||||
Close |
$ |
33.05 |
$ |
35.52 |
$ |
25.03 |
$ |
25.39 | ||||
Market price (Class B Common Stock): |
||||||||||||
High |
$ |
35.10 |
$ |
35.50 |
$ |
35.00 |
$ |
27.00 | ||||
Low |
$ |
25.00 |
$ |
32.01 |
$ |
24.13 |
$ |
23.50 | ||||
Close |
$ |
34.25 |
$ |
34.00 |
$ |
25.00 |
$ |
25.65 |
Quarter ended | ||||||||||||
Jan. 31, 2001
|
Apr. 30, 2001
|
July 31, 2001
|
Oct. 31, 2001
| |||||||||
Net sales |
$ |
218,854 |
$ |
356,628 |
$ |
435,765 |
$ |
444,753 | ||||
Gross profit |
$ |
50,372 |
$ |
66,971 |
$ |
91,241 |
$ |
94,800 | ||||
Net income |
$ |
38,575 |
$ |
22,958 |
$ |
12,913 |
$ |
14,328 | ||||
Earnings per share: |
||||||||||||
Basic: |
||||||||||||
Class A Common Stock |
$ |
1.37 |
$ |
0.81 |
$ |
0.46 |
$ |
0.51 | ||||
Class B Common Stock |
$ |
2.04 |
$ |
1.22 |
$ |
0.68 |
$ |
0.76 | ||||
Diluted: |
||||||||||||
Class A Common Stock |
$ |
1.36 |
$ |
0.81 |
$ |
0.46 |
$ |
0.51 | ||||
Class B Common Stock |
$ |
2.04 |
$ |
1.22 |
$ |
0.68 |
$ |
0.76 | ||||
Earnings per share were calculated using the following number of shares: |
||||||||||||
Basic: |
||||||||||||
Class A Common Stock |
|
10,523,196 |
|
10,523,196 |
|
10,523,788 |
|
10,523,723 | ||||
Class B Common Stock |
|
11,846,778 |
|
11,842,859 |
|
11,842,859 |
|
11,838,128 | ||||
Diluted: |
||||||||||||
Class A Common Stock |
|
10,552,723 |
|
10,547,231 |
|
10,563,081 |
|
10,545,847 | ||||
Class B Common Stock |
|
11,846,778 |
|
11,842,859 |
|
11,842,859 |
|
11,838,128 | ||||
Market price (Class A Common Stock): |
||||||||||||
High |
$ |
32.31 |
$ |
31.75 |
$ |
34.49 |
$ |
33.00 | ||||
Low |
$ |
23.00 |
$ |
25.56 |
$ |
27.35 |
$ |
21.80 | ||||
Close |
$ |
25.69 |
$ |
28.92 |
$ |
32.50 |
$ |
24.80 | ||||
Market price (Class B Common Stock): |
||||||||||||
High |
$ |
30.00 |
$ |
29.75 |
$ |
30.74 |
$ |
32.01 | ||||
Low |
$ |
23.63 |
$ |
25.00 |
$ |
26.50 |
$ |
24.00 | ||||
Close |
$ |
25.50 |
$ |
26.79 |
$ |
30.74 |
$ |
25.00 |
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated | ||||||||||||
ASSETS |
||||||||||||||||
CURRENT ASSETS |
||||||||||||||||
Cash and cash equivalents |
$ |
1,326 |
$ |
2,218 |
$ |
21,852 |
$ |
|
|
$ |
25,396 | |||||
Trade accounts receivable |
|
87,651 |
|
47,505 |
|
139,066 |
|
|
|
|
274,222 | |||||
Inventories |
|
28,186 |
|
27,168 |
|
88,966 |
|
|
|
|
144,320 | |||||
Other current assets |
|
28,801 |
|
6,883 |
|
30,199 |
|
|
|
|
65,883 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
145,964 |
|
83,774 |
|
280,083 |
|
|
|
|
509,821 | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
LONG-TERM ASSETS |
||||||||||||||||
Goodwill and other intangible assets |
|
113,118 |
|
21,316 |
|
127,142 |
|
|
|
|
261,576 | |||||
Investment in affiliates |
|
851,815 |
|
514,386 |
|
|
|
(1,216,381 |
) |
|
149,820 | |||||
Other long-term assets |
|
42,929 |
|
|
|
2,131 |
|
|
|
|
45,060 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
1,007,862 |
|
535,702 |
|
129,273 |
|
(1,216,381 |
) |
|
456,456 | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
PROPERTIES, PLANTS AND EQUIPMENT, NET |
|
261,009 |
|
271,100 |
|
259,909 |
|
|
|
|
792,018 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
1,414,835 |
$ |
890,576 |
$ |
669,265 |
$ |
(1,216,381 |
) |
$ |
1,758,295 | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
LIABILITIES & SHAREHOLDERS EQUITY |
||||||||||||||||
CURRENT LIABILITIES |
||||||||||||||||
Accounts payable |
$ |
27,865 |
$ |
29,363 |
$ |
77,964 |
$ |
|
|
$ |
135,192 | |||||
Short-term borrowings |
|
|
|
|
|
20,005 |
|
|
|
|
20,005 | |||||
Current portion of long-term debt |
|
3,000 |
|
|
|
|
|
|
|
|
3,000 | |||||
Other current liabilities |
|
5,242 |
|
44,415 |
|
73,718 |
|
|
|
|
123,375 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
36,107 |
|
73,778 |
|
171,687 |
|
|
|
|
281,572 | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
LONG-TERM LIABILITIES |
||||||||||||||||
Long-term debt |
|
629,266 |
|
|
|
716 |
|
|
|
|
629,982 | |||||
Other long-term liabilities |
|
180,333 |
|
49,745 |
|
46,189 |
|
|
|
|
276,267 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
|
809,599 |
|
49,745 |
|
46,905 |
|
|
|
|
906,249 | ||||||
|
|
|
|
|
|
|
|
|
|
| ||||||
MINORITY INTEREST |
|
|
|
|
|
1,345 |
|
|
|
|
1,345 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
SHAREHOLDERS EQUITY |
|
569,129 |
|
767,053 |
|
449,328 |
|
(1,216,381 |
) |
|
569,129 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
1,414,835 |
$ |
890,576 |
$ |
669,265 |
$ |
(1,216,381 |
) |
$ |
1,758,295 | ||||||
|
|
|
|
|
|
|
|
|
|
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated | |||||||||||||
ASSETS |
|||||||||||||||||
CURRENT ASSETS |
|||||||||||||||||
Cash and cash equivalents |
$ |
1,632 |
$ |
(6,516 |
) |
$ |
34,604 |
$ |
|
|
$ |
29,720 | |||||
Trade accounts receivable |
|
22,591 |
|
119,660 |
|
|
140,731 |
|
|
|
|
282,982 | |||||
Inventories |
|
21,014 |
|
20,230 |
|
|
82,119 |
|
|
|
|
123,363 | |||||
Other current assets |
|
26,402 |
|
12,347 |
|
|
29,382 |
|
|
|
|
68,131 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
71,639 |
|
145,721 |
|
|
286,836 |
|
|
|
|
504,196 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LONG-TERM ASSETS |
|||||||||||||||||
Goodwill and other intangible assets |
|
116,999 |
|
23,775 |
|
|
129,028 |
|
|
|
|
269,802 | |||||
Investment in affiliates |
|
958,552 |
|
511,893 |
|
|
1,545 |
|
(1,327,919 |
) |
|
144,071 | |||||
Other long-term assets |
|
41,692 |
|
|
|
|
20,488 |
|
(17,898 |
) |
|
44,282 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
1,117,243 |
|
535,668 |
|
|
151,061 |
|
(1,345,817 |
) |
|
458,155 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
PROPERTIES, PLANTS AND EQUIPMENT, NET |
|
270,759 |
|
268,865 |
|
|
269,213 |
|
|
|
|
808,837 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
1,459,641 |
$ |
950,254 |
|
$ |
707,110 |
$ |
(1,345,817 |
) |
$ |
1,771,188 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LIABILITIES & SHAREHOLDERS EQUITY |
|||||||||||||||||
CURRENT LIABILITIES |
|||||||||||||||||
Accounts payable |
$ |
21,824 |
$ |
23,667 |
|
$ |
71,626 |
$ |
|
|
$ |
117,117 | |||||
Short-term borrowings |
|
|
|
|
|
|
16,533 |
|
|
|
|
16,533 | |||||
Current portion of long-term debt |
|
43,140 |
|
|
|
|
|
|
|
|
|
43,140 | |||||
Other current liabilities |
|
10,943 |
|
34,154 |
|
|
71,632 |
|
|
|
|
116,729 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
75,907 |
|
57,821 |
|
|
159,791 |
|
|
|
|
293,519 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LONG-TERM LIABILITIES |
|||||||||||||||||
Long-term debt |
|
653,166 |
|
|
|
|
1,208 |
|
|
|
|
654,374 | |||||
Other long-term liabilities |
|
144,222 |
|
49,062 |
|
|
61,003 |
|
(17,898 |
) |
|
236,389 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
797,388 |
|
49,062 |
|
|
62,211 |
|
(17,898 |
) |
|
890,763 | ||||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
MINORITY INTEREST |
|
|
|
|
|
|
560 |
|
|
|
|
560 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
SHAREHOLDERS EQUITY |
|
586,346 |
|
843,371 |
|
|
484,548 |
|
(1,327,919 |
) |
|
586,346 | |||||
|
|
|
|
|
|
|
|
|
|
|
| ||||||
$ |
1,459,641 |
$ |
950,254 |
|
$ |
707,110 |
$ |
(1,345,817 |
) |
$ |
1,771,188 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||||
Net sales |
$ |
747,529 |
|
$ |
333,415 |
$ |
776,455 |
|
$ |
(224,632 |
) |
$ |
1,632,767 |
| |||||
Gain on sale of timberland |
|
|
|
|
12,122 |
|
|
|
|
|
|
|
12,122 |
| |||||
Other income (expense), net (1) |
|
(44,391 |
) |
|
51,979 |
|
249 |
|
|
|
|
|
7,837 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
703,138 |
|
|
397,516 |
|
776,704 |
|
|
(224,632 |
) |
|
1,652,726 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost of products sold |
|
619,943 |
|
|
264,174 |
|
637,467 |
|
|
(224,632 |
) |
|
1,296,952 |
| |||||
Selling, general and administrative expenses |
|
105,762 |
|
|
48,816 |
|
96,178 |
|
|
|
|
|
250,756 |
| |||||
Restructuring charge |
|
1,621 |
|
|
|
|
1,203 |
|
|
|
|
|
2,824 |
| |||||
Debt extinguishment charge |
|
10,300 |
|
|
|
|
|
|
|
|
|
|
10,300 |
| |||||
Interest expense, net |
|
49,392 |
|
|
2,863 |
|
3,710 |
|
|
|
|
|
55,965 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
787,018 |
|
|
315,853 |
|
738,558 |
|
|
(224,632 |
) |
|
1,616,797 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) before income taxes, minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
|
(83,880 |
) |
|
81,663 |
|
38,146 |
|
|
|
|
|
35,929 |
| |||||
Income taxes |
|
(30,196 |
) |
|
29,398 |
|
13,732 |
|
|
|
|
|
12,934 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) before minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
|
(53,684 |
) |
|
52,265 |
|
24,414 |
|
|
|
|
|
22,995 |
| |||||
Minority interest in income of consolidated subsidiaries |
|
|
|
|
|
|
(840 |
) |
|
|
|
|
(840 |
) | |||||
Equity in earnings of affiliates, net of tax |
|
84,663 |
|
|
|
|
3 |
|
|
(75,842 |
) |
|
8,824 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
$ |
30,979 |
|
$ |
52,265 |
$ |
23,577 |
|
$ |
(75,842 |
) |
$ |
30,979 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Parent column other expense amount and a related amount of other income in the Guarantor Subsidiaries column primarily relate to an intercompany royalty
arrangement. |
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated |
||||||||||||||||
Net sales |
$ |
760,376 |
|
$ |
285,221 |
|
$ |
553,870 |
|
$ |
(143,467 |
) |
$ |
1,456,000 |
| |||||
Gain on sale of timberland |
|
|
|
|
79,019 |
|
|
644 |
|
|
|
|
|
79,663 |
| |||||
Other income (expense), net (1) |
|
(44,734 |
) |
|
52,265 |
|
|
(1,173 |
) |
|
|
|
|
6,358 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
715,642 |
|
|
416,505 |
|
|
553,341 |
|
|
(143,467 |
) |
|
1,542,021 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost of products sold |
|
612,395 |
|
|
221,927 |
|
|
461,761 |
|
|
(143,467 |
) |
|
1,152,616 |
| |||||
Selling, general and administrative expenses |
|
106,482 |
|
|
37,316 |
|
|
60,918 |
|
|
|
|
|
204,716 |
| |||||
Restructuring charge |
|
11,534 |
|
|
|
|
|
|
|
|
|
|
|
11,534 |
| |||||
Interest expense (income), net |
|
23,793 |
|
|
(280 |
) |
|
21,636 |
|
|
|
|
|
45,149 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
754,204 |
|
|
258,963 |
|
|
544,315 |
|
|
(143,467 |
) |
|
1,414,015 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) before income taxes, minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
|
(38,562 |
) |
|
157,542 |
|
|
9,026 |
|
|
|
|
|
128,006 |
| |||||
Income taxes |
|
(14,615 |
) |
|
59,708 |
|
|
3,421 |
|
|
|
|
|
48,514 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income (loss) before minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
|
(23,947 |
) |
|
97,834 |
|
|
5,605 |
|
|
|
|
|
79,492 |
| |||||
Minority interest in income of consolidated subsidiaries |
|
|
|
|
|
|
|
(594 |
) |
|
|
|
|
(594 |
) | |||||
Equity in earnings of affiliates, net of tax |
|
112,721 |
|
|
|
|
|
131 |
|
|
(102,976 |
) |
|
9,876 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
$ |
88,774 |
|
$ |
97,834 |
|
$ |
5,142 |
|
$ |
(102,976 |
) |
$ |
88,774 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Parent column other expense amount and a related amount of other income in the Guarantor Subsidiaries column primarily relate to an intercompany royalty
arrangement. |
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated | ||||||||||||||
Net sales |
$ |
840,546 |
|
$ |
160,438 |
$ |
49,071 |
|
$ |
(86,099 |
) |
$ |
963,956 | |||||
Gain on sale of timberland |
|
|
|
|
8,773 |
|
482 |
|
|
|
|
|
9,255 | |||||
Other income (expense), net (1) |
|
(48,549 |
) |
|
53,460 |
|
(39 |
) |
|
|
|
|
4,872 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
791,997 |
|
|
222,671 |
|
49,514 |
|
|
(86,099 |
) |
|
978,083 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cost of products sold |
|
669,146 |
|
|
114,592 |
|
39,847 |
|
|
(86,099 |
) |
|
737,486 | |||||
Selling, general and administrative expenses |
|
104,662 |
|
|
18,665 |
|
4,974 |
|
|
|
|
|
128,301 | |||||
Interest expense (income), net |
|
(1,167 |
) |
|
14,115 |
|
(1,106 |
) |
|
|
|
|
11,842 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
772,641 |
|
|
147,372 |
|
43,715 |
|
|
(86,099 |
) |
|
877,629 | ||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income before income taxes, minority interest in income of consolidated subsidiaries and equity in earnings of
affiliates |
|
19,356 |
|
|
75,299 |
|
5,799 |
|
|
|
|
|
100,454 | |||||
Income taxes |
|
7,331 |
|
|
28,501 |
|
2,195 |
|
|
|
|
|
38,027 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income before minority interest in income of consolidated subsidiaries and equity in earnings of affiliates
|
|
12,025 |
|
|
46,798 |
|
3,604 |
|
|
|
|
|
62,427 | |||||
Equity in earnings of affiliates, net of tax |
|
63,769 |
|
|
|
|
119 |
|
|
(50,521 |
) |
|
13,367 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income (loss) |
$ |
75,794 |
|
$ |
46,798 |
$ |
3,723 |
|
$ |
(50,521 |
) |
$ |
75,794 | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Parent column other expense amount and a related amount of other income in the Guarantor Subsidiaries column primarily relate to an intercompany royalty
arrangement. |
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||||
Cash flows from operating activities: |
|||||||||||||||||||
Net cash provided by operating activities |
$ |
99,260 |
|
$ |
23,309 |
|
$ |
24,456 |
|
$ |
|
$ |
147,025 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flows from investing activities: |
|||||||||||||||||||
Purchases of properties, plants and equipment |
|
(12,642 |
) |
|
(27,008 |
) |
|
(17,814 |
) |
|
|
|
(57,464 |
) | |||||
Proceeds on disposals of properties, plants and equipment |
|
8,340 |
|
|
12,433 |
|
|
1,187 |
|
|
|
|
21,960 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net cash used in investing activities |
|
(4,302 |
) |
|
(14,575 |
) |
|
(16,627 |
) |
|
|
|
(35,504 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flows from financing activities: |
|||||||||||||||||||
Proceeds from issuance of long-term debt |
|
663,250 |
|
|
|
|
|
|
|
|
|
|
663,250 |
| |||||
Payments on long-term debt |
|
(727,290 |
) |
|
|
|
|
(13,730 |
) |
|
|
|
(741,020 |
) | |||||
Proceeds from short-term borrowings |
|
|
|
|
|
|
|
3,472 |
|
|
|
|
3,472 |
| |||||
Debt issuance costs |
|
(14,742 |
) |
|
|
|
|
|
|
|
|
|
(14,742 |
) | |||||
Dividends paid |
|
(15,692 |
) |
|
|
|
|
|
|
|
|
|
(15,692 |
) | |||||
Other, net |
|
(790 |
) |
|
|
|
|
|
|
|
|
|
(790 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net cash used in financing activities |
|
(95,264 |
) |
|
|
|
|
(10,258 |
) |
|
|
|
(105,522 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Effect of exchange rates on cash |
|
|
|
|
|
|
|
(10,323 |
) |
|
|
|
(10,323 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net (decrease) increase in cash and cash equivalents |
|
(306 |
) |
|
8,734 |
|
|
(12,752 |
) |
|
|
|
(4,324 |
) | |||||
Cash and cash equivalents at beginning of year |
|
1,632 |
|
|
(6,516 |
) |
|
34,604 |
|
|
|
|
29,720 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents at end of year |
$ |
1,326 |
|
$ |
2,218 |
|
$ |
21,852 |
|
$ |
|
$ |
25,396 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||||
Cash flows from operating activities: |
|||||||||||||||||||
Net cash provided by (used in) operating activities |
$ |
83,343 |
|
$ |
(581 |
) |
$ |
32,357 |
|
$ |
|
$ |
115,119 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flows from investing activities: |
|||||||||||||||||||
Acquisitions of companies, net of cash acquired |
|
(571,829 |
) |
|
257,678 |
|
|
1,259 |
|
|
|
|
(312,892 |
) | |||||
Purchases of properties, plants and equipment |
|
(15,893 |
) |
|
(115,159 |
) |
|
(1,165 |
) |
|
|
|
(132,217 |
) | |||||
Proceeds on disposals of properties, plants and equipment |
|
9,526 |
|
|
82,877 |
|
|
|
|
|
|
|
92,403 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net cash (used in) provided by investing activities |
|
(578,196 |
) |
|
225,396 |
|
|
94 |
|
|
|
|
(352,706 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flows from financing activities: |
|||||||||||||||||||
Proceeds from issuance of long-term debt |
|
760,000 |
|
|
|
|
|
|
|
|
|
|
760,000 |
| |||||
Payments on long-term debt |
|
(234,204 |
) |
|
(235,000 |
) |
|
4,662 |
|
|
|
|
(464,542 |
) | |||||
Payments on short-term borrowings |
|
|
|
|
|
|
|
(7,062 |
) |
|
|
|
(7,062 |
) | |||||
Debt issuance costs |
|
(16,254 |
) |
|
|
|
|
|
|
|
|
|
(16,254 |
) | |||||
Dividends paid |
|
(15,158 |
) |
|
|
|
|
|
|
|
|
|
(15,158 |
) | |||||
Other, net |
|
(855 |
) |
|
|
|
|
|
|
|
|
|
(855 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net cash provided by (used in) financing activities |
|
493,529 |
|
|
(235,000 |
) |
|
(2,400 |
) |
|
|
|
256,129 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Effect of exchange rates on cash |
|
|
|
|
|
|
|
(2,210 |
) |
|
|
|
(2,210 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net (decrease) increase in cash and cash equivalents |
|
(1,324 |
) |
|
(10,185 |
) |
|
27,841 |
|
|
|
|
16,332 |
| |||||
Cash and cash equivalents at beginning of year |
|
2,956 |
|
|
3,669 |
|
|
6,763 |
|
|
|
|
13,388 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents at end of year |
$ |
1,632 |
|
$ |
(6,516 |
) |
$ |
34,604 |
|
$ |
|
$ |
29,720 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
Guarantor Subsidiaries |
Non- Guarantor
Subsidiaries |
Eliminations |
Consolidated |
|||||||||||||||
Cash flows from operating activities: |
|||||||||||||||||||
Net cash provided by operating activities |
$ |
38,465 |
|
$ |
73,041 |
|
$ |
5,723 |
|
$ |
|
$ |
117,229 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flows from investing activities: |
|||||||||||||||||||
Disposals of investments in government securities |
|
|
|
|
|
|
|
5,314 |
|
|
|
|
5,314 |
| |||||
Purchases of properties, plants and equipment |
|
(22,538 |
) |
|
(47,270 |
) |
|
(9,025 |
) |
|
|
|
(78,833 |
) | |||||
Proceeds on disposals of properties, plants and equipment |
|
4,632 |
|
|
35 |
|
|
5 |
|
|
|
|
4,672 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net cash used in investing activities |
|
(17,906 |
) |
|
(47,235 |
) |
|
(3,706 |
) |
|
|
|
(68,847 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash flows from financing activities: |
|||||||||||||||||||
Payments on long-term debt |
|
|
|
|
(23,000 |
) |
|
|
|
|
|
|
(23,000 |
) | |||||
Dividends paid |
|
(14,619 |
) |
|
|
|
|
|
|
|
|
|
(14,619 |
) | |||||
Other, net |
|
(4,778 |
) |
|
|
|
|
|
|
|
|
|
(4,778 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net cash used in financing activities |
|
(19,397 |
) |
|
(23,000 |
) |
|
|
|
|
|
|
(42,397 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Effect of exchange rates on cash |
|
|
|
|
|
|
|
(1,532 |
) |
|
|
|
(1,532 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net increase in cash and cash equivalents |
|
1,162 |
|
|
2,806 |
|
|
485 |
|
|
|
|
4,453 |
| |||||
Cash and cash equivalents at beginning of year |
|
1,794 |
|
|
863 |
|
|
6,278 |
|
|
|
|
8,935 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents at end of year |
$ |
2,956 |
|
$ |
3,669 |
|
$ |
6,763 |
|
$ |
|
$ |
13,388 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Gasser |
/s/ Donald S. Huml | |
Michael J. Gasser |
Donald S. Huml | |
Chairman and Chief Executive Officer |
Chief Financial Officer |
(a) |
The following documents are filed as part of this Report: |
Page | ||
(1) Consolidated Financial Statements of Greif Bros. Corporation: |
||
Consolidated Statements of Income for each of the three years in the period ended October 31, 2002 |
46 | |
Consolidated Balance Sheets at October 31, 2002 and 2001 |
47-48 | |
Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2002
|
49 | |
Consolidated Statements of Changes in Shareholders Equity for each of the three years in the period
ended October 31, 2002 |
50 | |
Notes to Consolidated Financial Statements |
51-90 | |
Report of Managements Responsibilities |
91 | |
Report of Independent Accountants |
92 |
Page | ||
(2) Financial Statement Schedule: |
||
Consolidated Valuation and Qualifying Accounts and Reserves (Schedule II) |
121 |
(3) |
Exhibits: |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
3(a) |
Amended and Restated Certificate of Incorporation of Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 3(a) therein). | ||
3(b) |
Amended and Restated By-Laws of Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 3(b) therein). | ||
3(c) |
Amendment to Amended and Restated By-Laws of Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998, File No. 1-566 (see Exhibit 3(c) therein). | ||
4(a) |
Indenture dated as of July 31, 2002, among Greif Bros. Corporation, as Issuer, the Subsidiary Guarantors named therein, and J.P. Morgan Trust Company, National
Association, as Trustee. |
Registration Statement on Form S-4, File No. 333-100121 (see Exhibit 4(a) therein). | ||
4(b) |
Form of Exchange Note. |
Registration Statement on Form S-4, File No. 333-100121 (see Exhibit 4(b) therein). | ||
10(a)* |
Greif Bros. Corporation 1996 Directors Stock Option Plan. |
Registration Statement on Form S-8, File No. 333-26977 (see Exhibit 4(b) therein). | ||
10(b)* |
Greif Bros. Corporation Incentive Stock Option Plan, as Amended and Restated. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 10(b) therein). | ||
10(c)* |
Greif Bros. Corporation Directors Deferred Compensation Plan. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998, File No. 1-566 (see Exhibit 10(c) therein). | ||
10(d)* |
Employment Agreement between Michael J. Gasser and Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998, File No. 1-566 (see Exhibit 10(d) therein). |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
10(e)* |
Employment Agreement between William B. Sparks, Jr. and Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998, File No. 1-566 (see Exhibit 10(e) therein). | ||
10(f)* |
Supplemental Retirement Benefit Agreement. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1999, File No. 1-566 (see Exhibit 10(i) therein). | ||
10(g) |
Share Purchase Agreement, dated October 27, 2000, as amended on January 5, 2001 and February 28, 2001 between Huhtamaki Van Leer Oyj, as the seller and Greif
Bros. Corporation as the buyer. |
Current report on Form 8-K dated March 15, 2001, File No. 1-566 (see Exhibit 2
therein). | ||
10(h)* |
Greif Bros. Corporation Long-Term Incentive Plan. |
Definitive Proxy Statement on Form 14A dated January 25, 2002, File No. 1-566 (see Exhibit A therein). | ||
10(i)* |
Greif Bros. Corporation Performance-Based Incentive Compensation Plan. |
Definitive Proxy Statement on Form 14A dated January 25, 2002, File No. 1-566 (see Exhibit B therein). | ||
10(j)* |
Greif Bros. Corporation 2001 Management Equity Incentive and Compensation Plan. |
Definitive Proxy Statement on Form DEF 14A dated January 26, 2001, File No. 001-00566 (see Exhibit A therein). | ||
10(k)* |
Greif Bros. Corporation 2000 Nonstatutory Stock Option Plan. |
Registration Statement on Form S-8, File No. 333-61058 (see Exhibit 4(c) therein). | ||
10(l) |
Audit Committee Charter. |
Contained herein. |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
10(m) |
Amended and Restated Senior Secured Credit Agreement, dated as of August 23, 2002, among Greif Bros. Corporation, as U.S. Borrower, and Greif Spain Holdings,
S.L., Greif Bros. Canada Inc., Van Leer (UK) Ltd., Koninklijke Emballage Industrie Van Leer B.V. (dba Royal Packaging Industries Van Leer B.V.), and Van Leer Australia Pty. Limited, as non-U.S. borrowers, a syndicate of financial institutions, as
lenders, Salomon Smith Barney Inc., as joint lead arranger and sole book-runner, CitiCorp North America, Inc., as administrative agent, Deutsche Bank Trust Company Americas and KeyBank National Bank Association, as co-syndication agents, Sun Trust
Bank, as documentation agent, and Deutsche Bank Securities Inc, as joint lead arranger. |
Current report on Form 8-K dated August 28, 2002, File No. 1-566 (see Exhibit 99.1
therein). | ||
21 |
Subsidiaries of the Registrant. |
Contained herein. | ||
23(a) |
Consent of Ernst & Young LLP-Columbus, Ohio. |
Contained herein. | ||
23(b) |
Consent of Ernst & Young LLP-Akron, Ohio. |
Contained herein. | ||
24(a) |
Powers of Attorney for Michael J. Gasser, Charles R. Chandler, Michael H. Dempsey, Naomi C. Dempsey, Daniel J. Gunsett, Robert C. Macauley, David J. Olderman
and William B. Sparks, Jr. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 24(a) therein). |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
24(b) |
Power of Attorney for John C. Kane. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1999, File No. 1-566 (see Exhibit 24(b) therein). | ||
99.1 |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
Contained herein. | ||
99.2 |
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
Contained herein. |
* |
Executive compensation plans and arrangements required to be filed pursuant to Item 601(b)(10) of Regulation S-K. |
(b) |
Reports on Form 8-K: |
(d) |
Financial Statements of Subsidiaries Not Consolidated: |
As of October 31, | ||||||
2002 |
2001 | |||||
Assets |
||||||
Current assets: |
||||||
Cash and cash equivalents |
$ |
50,519,702 |
$ |
48,505,915 | ||
Marketable securities |
|
42,726,806 |
|
29,065,245 | ||
Accounts receivable, less allowances of $557,000 and $940,000 in 2002 and 2001, respectively |
|
19,181,253 |
|
20,760,209 | ||
Accounts and notes receivable-related party |
|
1,885,506 |
|
1,092,251 | ||
Notes receivable, current portion |
|
343,598 |
|
316,358 | ||
Inventories |
|
24,950,669 |
|
29,375,187 | ||
Deferred income taxes |
|
429,100 |
|
1,192,100 | ||
Prepaid expenses and other assets |
|
87,841 |
|
117,917 | ||
|
|
|
| |||
Total current assets |
|
140,124,475 |
|
130,425,182 | ||
Property, plant and equipment: |
||||||
Land and improvements |
|
8,255,335 |
|
7,249,208 | ||
Buildings and improvements |
|
56,653,950 |
|
49,851,121 | ||
Machinery and equipment |
|
105,439,596 |
|
107,955,622 | ||
Office fixtures and computer equipment |
|
2,861,434 |
|
3,043,927 | ||
Construction in process |
|
1,271,556 |
|
629,773 | ||
|
|
|
| |||
|
174,481,871 |
|
168,729,651 | |||
Less accumulated depreciation |
|
71,237,305 |
|
65,092,937 | ||
|
|
|
| |||
|
103,244,566 |
|
103,636,714 | |||
Other long-term assets: |
||||||
Goodwill, net of accumulated amortization of $373,195 and $278,736 in 2002 and 2001, respectively |
|
1,043,697 |
|
1,138,156 | ||
Prepaid pension expense |
|
722,247 |
|
423,364 | ||
Notes receivable, long-term portion |
|
276,222 |
|
334,045 | ||
Property held for sale |
|
1,820,625 |
|
780,388 | ||
|
|
|
| |||
|
3,862,791 |
|
2,675,953 | |||
|
|
|
| |||
Total assets |
$ |
247,231,832 |
$ |
236,737,849 | ||
|
|
|
|
As of October 31, |
||||||||
2002 |
2001 |
|||||||
Liabilities and shareholders equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ |
2,268,630 |
|
$ |
3,076,526 |
| ||
Accounts payable-related party |
|
2,334,246 |
|
|
2,002,563 |
| ||
Accrued compensation |
|
2,119,281 |
|
|
2,907,744 |
| ||
Accrued taxes, other than income taxes |
|
827,296 |
|
|
1,267,148 |
| ||
Income taxes payable |
|
1,578,389 |
|
|
953,963 |
| ||
Other accrued expenses |
|
345,725 |
|
|
434,203 |
| ||
Current portion of notes payable |
|
|
|
|
92,333 |
| ||
|
|
|
|
|
| |||
Total current liabilities |
|
9,473,567 |
|
|
10,734,480 |
| ||
Deferred income taxes |
|
8,726,600 |
|
|
8,961,900 |
| ||
Shareholders equity: |
||||||||
Common stock, no par value, 10,000 shares authorized and issued |
|
|
|
|
|
| ||
Additional paid-in-capital |
|
165,619,160 |
|
|
165,619,160 |
| ||
Accumulated other comprehensive loss |
|
(174,944 |
) |
|
(14,293 |
) | ||
Retained earnings |
|
63,587,449 |
|
|
51,436,602 |
| ||
|
|
|
|
|
| |||
Total shareholders equity |
|
229,031,665 |
|
|
217,041,469 |
| ||
|
|
|
|
|
| |||
Total liabilities and shareholders equity |
$ |
247,231,832 |
|
$ |
236,737,849 |
| ||
|
|
|
|
|
|
For the years ended October 31, |
||||||||||||
2002 |
2001 |
2000 |
||||||||||
Net sales |
$ |
230,106,973 |
|
$ |
284,534,228 |
|
$ |
313,434,858 |
| |||
Cost of goods sold |
|
195,166,073 |
|
|
243,770,832 |
|
|
267,222,372 |
| |||
|
|
|
|
|
|
|
|
| ||||
Gross profit |
|
34,940,900 |
|
|
40,763,396 |
|
|
46,212,486 |
| |||
Selling, general and administrative expenses |
|
9,676,018 |
|
|
14,083,688 |
|
|
13,962,208 |
| |||
Fixed asset impairment charge |
|
1,621,330 |
|
|
1,006,506 |
|
|
|
| |||
|
|
|
|
|
|
|
|
| ||||
Operating income |
|
23,643,552 |
|
|
25,673,202 |
|
|
32,250,278 |
| |||
Other income (expense): |
||||||||||||
Investment and other income |
|
2,375,146 |
|
|
3,988,736 |
|
|
4,385,311 |
| |||
Other expenses |
|
(188,069 |
) |
|
(270,928 |
) |
|
(237,751 |
) | |||
|
|
|
|
|
|
|
|
| ||||
|
2,187,077 |
|
|
3,717,808 |
|
|
4,147,560 |
| ||||
|
|
|
|
|
|
|
|
| ||||
Income before income taxes |
|
25,830,629 |
|
|
29,391,010 |
|
|
36,397,838 |
| |||
Income tax expense |
|
10,047,500 |
|
|
11,229,600 |
|
|
13,708,000 |
| |||
|
|
|
|
|
|
|
|
| ||||
Net income |
$ |
15,783,129 |
|
$ |
18,161,410 |
|
$ |
22,689,838 |
| |||
|
|
|
|
|
|
|
|
|
Total |
Common Stock
|
Additional Paid-In Capital |
Accumulated Other Comprehensive (Loss)
Income |
Retained Earnings |
||||||||||||||
Balance at November 1, 1999 |
$ |
184,466,940 |
|
$ |
|
$ |
165,619,160 |
$ |
(56,373 |
) |
$ |
18,904,153 |
| |||||
Net income |
|
22,689,838 |
|
|
|
|
|
|
|
|
|
22,689,838 |
| |||||
Unrealized gain on marketable securities, net of taxes of $85,409 |
|
128,113 |
|
|
|
|
|
|
128,113 |
|
|
|
| |||||
|
|
|
||||||||||||||||
Total comprehensive income |
|
22,817,951 |
|
|||||||||||||||
Dividends |
|
(3,780,831 |
) |
|
|
|
|
|
|
|
|
(3,780,831 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at October 31, 2000 |
|
203,504,060 |
|
|
|
|
165,619,160 |
|
71,740 |
|
|
37,813,160 |
| |||||
Net income |
|
18,161,410 |
|
|
|
|
|
|
18,161,410 |
| ||||||||
Unrealized loss on marketable securities, net of tax benefit of $57,356 |
|
(86,033 |
) |
|
|
|
|
|
(86,033 |
) |
|
|
| |||||
|
|
|
||||||||||||||||
Total comprehensive income |
|
18,075,377 |
|
|||||||||||||||
Dividends |
|
(4,537,968 |
) |
|
|
|
|
|
|
|
|
(4,537,968 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at October 31, 2001 |
|
217,041,469 |
|
|
|
|
165,619,160 |
|
(14,293 |
) |
|
51,436,602 |
| |||||
Net income |
|
15,783,129 |
|
|
|
|
|
|
|
|
|
15,783,129 |
| |||||
Unrealized loss on marketable securities, net of tax benefit of $116,630 |
|
(160,651 |
) |
|
|
|
|
|
(160,651 |
) |
|
|
| |||||
|
|
|
||||||||||||||||
Total comprehensive income |
|
15,622,478 |
|
|||||||||||||||
Dividends |
|
(3,632,282 |
) |
|
|
|
|
|
|
|
|
(3,632,282 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Balance at October 31, 2002 |
$ |
229,031,665 |
|
$ |
|
$ |
165,619,160 |
$ |
(174,944 |
) |
$ |
63,587,449 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended October 31, |
||||||||||||
2002 |
2001 |
2000 |
||||||||||
Operating activities: |
||||||||||||
Net income |
$ |
15,783,129 |
|
$ |
18,161,410 |
|
$ |
22,689,838 |
| |||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
Depreciation |
|
11,814,299 |
|
|
11,363,347 |
|
|
10,440,989 |
| |||
Amortization |
|
94,459 |
|
|
93,600 |
|
|
90,677 |
| |||
Bad debt expense |
|
781,043 |
|
|
297,672 |
|
|
517,676 |
| |||
Fixed asset impairment charge |
|
1,621,330 |
|
|
1,006,506 |
|
|
|
| |||
Gain on sale of fixed assets |
|
(234,705 |
) |
|
(239,016 |
) |
|
(494,893 |
) | |||
Deferred income taxes |
|
634,800 |
|
|
259,700 |
|
|
651,000 |
| |||
Changes in operating assets and liabilities: |
||||||||||||
Accounts receivable |
|
797,913 |
|
|
3,515,356 |
|
|
605,280 |
| |||
Accounts and notes receivablerelated party |
|
(793,255 |
) |
|
(309,044 |
) |
|
1,091,984 |
| |||
Notes receivable, net |
|
30,583 |
|
|
(650,403 |
) |
|
|
| |||
Inventories |
|
4,424,518 |
|
|
(720,629 |
) |
|
1,069,617 |
| |||
Prepaid expenses and other assets |
|
30,076 |
|
|
(33,803 |
) |
|
(35,117 |
) | |||
Prepaid pension expense |
|
(298,883 |
) |
|
(46,377 |
) |
|
36,797 |
| |||
Accounts payable |
|
(807,896 |
) |
|
(45,699 |
) |
|
(2,828,582 |
) | |||
Accounts payablerelated party |
|
331,683 |
|
|
(585,116 |
) |
|
(423,885 |
) | |||
Accrued liabilities |
|
(1,316,793 |
) |
|
611,762 |
|
|
903,773 |
| |||
Income taxes payable |
|
624,426 |
|
|
292,600 |
|
|
(1,482,100 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net cash provided by operating activities |
|
33,516,727 |
|
|
32,971,866 |
|
|
32,833,054 |
| |||
Investing activities: |
||||||||||||
Purchases of short-term investments, net |
|
(13,929,312 |
) |
|
(4,637,079 |
) |
|
(2,262,703 |
) | |||
Purchases of property, plant and equipment |
|
(15,656,878 |
) |
|
(23,214,407 |
) |
|
(19,292,086 |
) | |||
Proceeds from sale of fixed assets |
|
1,807,865 |
|
|
5,900,994 |
|
|
3,017,992 |
| |||
|
|
|
|
|
|
|
|
| ||||
Net cash used in investing activities |
|
(27,778,325 |
) |
|
(21,950,492 |
) |
|
(18,536,797 |
) | |||
Financing activities: |
||||||||||||
Dividends |
|
(3,632,282 |
) |
|
(4,537,968 |
) |
|
(3,780,831 |
) | |||
Principal payments on notes payable |
|
(92,333 |
) |
|
(131,420 |
) |
|
(162,815 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net cash used in financing activities |
|
(3,724,615 |
) |
|
(4,669,388 |
) |
|
(3,943,646 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net increase in cash and cash equivalents |
|
2,013,787 |
|
|
6,351,986 |
|
|
10,352,611 |
| |||
Cash and cash equivalents at beginning of year |
|
48,505,915 |
|
|
42,153,929 |
|
|
31,801,318 |
| |||
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents at end of year |
$ |
50,519,702 |
|
$ |
48,505,915 |
|
$ |
42,153,929 |
| |||
|
|
|
|
|
|
|
|
| ||||
Supplemental disclosure of cash flow information: |
||||||||||||
Cash paid during the period for income taxes |
$ |
8,831,391 |
|
$ |
11,342,206 |
|
$ |
14,574,110 |
| |||
|
|
|
|
|
|
|
|
|
Available-for-Sale Securities |
||||||||||
Fair Market Value |
Historical Cost |
Unrealized Gains (Losses) |
||||||||
October 31, 2002: |
||||||||||
U. S. Treasury securities |
$ |
32,865,431 |
$ |
32,795,438 |
$ |
69,993 |
| |||
Greif Bros. Corporation common stock |
|
1,606,800 |
|
1,968,366 |
|
(361,566 |
) | |||
Other |
|
8,254,575 |
|
8,254,575 |
|
|
| |||
|
|
|
|
|
|
| ||||
$ |
42,726,806 |
$ |
43,018,379 |
$ |
(291,573 |
) | ||||
|
|
|
|
|
|
| ||||
October 31, 2001: |
||||||||||
U. S. Treasury securities |
$ |
24,919,445 |
$ |
24,620,701 |
$ |
298,744 |
| |||
Greif Bros. Corporation common stock |
|
1,645,800 |
|
1,968,366 |
|
(322,566 |
) | |||
Other |
|
2,500,000 |
|
2,500,000 |
|
|
| |||
|
|
|
|
|
|
| ||||
$ |
29,065,245 |
$ |
29,089,067 |
$ |
(23,822 |
) | ||||
|
|
|
|
|
|
|
October 31 |
||||||||
2002 |
2001 |
|||||||
Change in benefit obligation: |
||||||||
Benefit obligation at beginning of year |
$ |
1,575,960 |
|
$ |
1,308,343 |
| ||
Service cost |
|
166,404 |
|
|
152,060 |
| ||
Interest cost |
|
126,077 |
|
|
104,667 |
| ||
Actuarial losses |
|
659,281 |
|
|
26,921 |
| ||
Benefits paid |
|
(112,694 |
) |
|
(16,031 |
) | ||
|
|
|
|
|
| |||
Benefit obligation at end of year |
$ |
2,415,028 |
|
$ |
1,575,960 |
| ||
|
|
|
|
|
| |||
Change in plan assets(1): |
||||||||
Fair value of plan assets at beginning of year |
$ |
2,284,913 |
|
$ |
2,190,665 |
| ||
Employer contributions |
|
360,655 |
|
|
52,248 |
| ||
Actual return on plan assets |
|
24,423 |
|
|
58,031 |
| ||
Benefits paid |
|
(112,694 |
) |
|
(16,031 |
) | ||
|
|
|
|
|
| |||
Fair value of plan assets at end of year |
$ |
2,557,297 |
|
$ |
2,284,913 |
| ||
|
|
|
|
|
| |||
Funded status: |
||||||||
Plan assets in excess of projected benefit obligations |
$ |
142,269 |
|
$ |
708,953 |
| ||
Unrecognized net actuarial loss |
|
1,048,133 |
|
|
230,582 |
| ||
Unrecognized net transition asset |
|
(468,155 |
) |
|
(516,171 |
) | ||
|
|
|
|
|
| |||
Prepaid pension expense |
$ |
722,247 |
|
$ |
423,364 |
| ||
|
|
|
|
|
|
(1) |
Plan assets are primarily invested in listed stocks, bonds and cash equivalents listed on national securities exchanges. |
October 31 |
||||||||||||
2002 |
2001 |
2000 |
||||||||||
Assumptions: |
||||||||||||
Discount rate |
|
6.5 |
% |
|
8.0 |
% |
|
8.0 |
% | |||
Expected long-term return on plan assets |
|
8.0 |
% |
|
8.0 |
% |
|
8.0 |
% | |||
Components of net periodic benefit cost: |
||||||||||||
Service cost |
$ |
166,404 |
|
$ |
152,060 |
|
$ |
157,884 |
| |||
Interest cost |
|
126,177 |
|
|
104,667 |
|
|
88,469 |
| |||
Expected return on plan assets |
|
(182,793 |
) |
|
(202,840 |
) |
|
(161,540 |
) | |||
Amortization of transition asset |
|
(48,016 |
) |
|
(48,016 |
) |
|
(48,016 |
) | |||
|
|
|
|
|
|
|
|
| ||||
Net periodic benefit expense |
$ |
61,772 |
|
$ |
5,871 |
|
$ |
36,797 |
| |||
|
|
|
|
|
|
|
|
|
2002 |
2001 |
2000 | |||||||
Current: |
|||||||||
Federal |
$ |
8,029,600 |
$ |
9,502,600 |
$ |
11,238,500 | |||
State and local |
|
1,383,100 |
|
1,467,300 |
|
1,818,500 | |||
|
|
|
|
|
| ||||
|
9,412,700 |
|
10,969,900 |
|
13,057,000 | ||||
Deferred |
|
634,800 |
|
259,700 |
|
651,000 | |||
|
|
|
|
|
| ||||
$ |
10,047,500 |
$ |
11,229,600 |
$ |
13,708,000 | ||||
|
|
|
|
|
|
2002 |
2001 |
2000 |
|||||||
Statutory federal corporate tax rate |
35.0 |
% |
35.0 |
% |
35.0 |
% | |||
State and local taxes, net of federal income tax benefit |
3.7 |
|
3.1 |
|
3.2 |
| |||
Non-deductible expenses |
0.1 |
|
0.1 |
|
0.2 |
| |||
NOL carryforward |
|
|
|
|
(0.7 |
) | |||
|
|
|
|
|
| ||||
Effective tax rate |
38.8 |
% |
38.2 |
% |
37.7 |
% | |||
|
|
|
|
|
|
October 31 | ||||||
2002 |
2001 | |||||
Deferred tax assets: |
||||||
Trade accounts receivable |
$ |
625,000 |
$ |
369,200 | ||
Franchise taxes |
|
650,200 |
|
692,900 | ||
Impairment reserve |
|
172,800 |
|
575,200 | ||
Net operating loss carryforward |
|
185,800 |
|
215,200 | ||
Other |
|
501,200 |
|
539,100 | ||
|
|
|
| |||
|
2,135,000 |
|
2,391,600 | |||
Deferred tax liabilities: |
||||||
Property, plant and equipment |
|
10,116,700 |
|
9,970,600 | ||
Other |
|
315,800 |
|
190,800 | ||
|
|
|
| |||
|
10,432,500 |
|
10,161,400 | |||
|
|
|
| |||
Net deferred tax liability |
$ |
8,297,500 |
$ |
7,769,800 | ||
|
|
|
|
Greif Bros. Corporation (Registrant) | ||||||||
Date: |
January 24, 2003 |
By: |
/s/ Michael J. Gasser | |||||
Michael J. Gasser Chairman of the Board of Directors and Chief Executive Officer |
/s/ Michael J. Gasser Michael J. Gasser Chairman of the Board of
Directors and Chief Executive Officer (principal executive officer) |
/s/ Donald S. Huml Donald S. Huml Chief Financial
Officer (principal financial officer) | |||||||
/s/ John K. Dieker John K. Dieker Vice President
and Corporate Controller (principal accounting officer) |
William B. Sparks, Jr. * William B. Sparks, Jr. Member of the Board
of Directors | |||||||
Michael H. Dempsey * Michael H. Dempsey Member of the Board of
Directors |
Naomi C. Dempsey * Naomi C. Dempsey Member of the Board of
Directors | |||||||
Daniel J. Gunsett * Daniel J. Gunsett Member of the Board of
Directors |
John C. Kane * John C. Kane Member of the Board of
Directors | |||||||
Robert C. Macauley * Robert C. Macauley Member of the Board of
Directors |
David J. Olderman * David J. Olderman Member of the Board of
Directors |
By: |
/s/ Michael J. Gasser | |
Michael J. Gasser | ||
Chairman of the Board of Directors and Chief Executive Officer |
a) |
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
b) |
evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and |
c) |
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date; |
a) |
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal control; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
|
Date: |
January 24, 2003 |
By: |
/s/ Michael J. Gasser | |||||
Michael J. Gasser | ||||||||
Chairman and Chief Executive Officer | ||||||||
(principal executive officer) |
a) |
designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
b) |
evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual
report (the Evaluation Date); and |
c) |
presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation
Date; |
a) |
all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process,
summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal control; and |
b) |
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
|
Date: January 24, 2003 |
By: |
/s/ Donald S. Huml | ||||
Donald S. Huml Chief Financial Officer (principal financial officer) |
Description |
Balance at Beginning of Period |
Charged to Costs and Expenses |
Charged to Other
Accounts- Describe |
Deductions |
Balance at End
of Period | |||||||||||
Year ended October 31, 2000: |
||||||||||||||||
Allowance for doubtful accounts |
$ |
2.5 |
$ |
2.2 |
$ |
-0- |
|
$ |
2.4 |
$ |
2.3 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Environmental reserves |
$ |
1.5 |
$ |
-0- |
$ |
-0- |
|
$ |
-0- |
$ |
1.5 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Year ended October 31, 2001: |
||||||||||||||||
Allowance for doubtful accounts |
$ |
2.3 |
$ |
3.5 |
$ |
7.6 |
(A) |
$ |
2.8 |
$ |
10.6 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Environmental reserves |
$ |
1.5 |
$ |
-0- |
$ |
6.4 |
(A) |
$ |
0.8 |
$ |
7.1 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Year ended October 31, 2002: |
||||||||||||||||
Allowance for doubtful accounts |
$ |
10.6 |
$ |
1.6 |
$ |
-0- |
|
$ |
2.3 |
$ |
9.9 | |||||
|
|
|
|
|
|
|
|
|
|
| ||||||
Environmental reserves |
$ |
7.1 |
$ |
0.4 |
$ |
0.5 |
(A) |
$ |
-0- |
$ |
8.0 | |||||
|
|
|
|
|
|
|
|
|
|
|
(A) |
Includes adjustments of $7.6 million for allowance for doubtful accounts and $6.9 million for environmental reserves related to the Van Leer Industrial
Packaging business acquired from Hühtamaki Van Leer Oyj on March 2, 2001. |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
3(a) |
Amended and Restated Certificate of Incorporation of Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 3(a) therein). | ||
3(b) |
Amended and Restated By-Laws of Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 3(b) therein). | ||
3(c) |
Amendment to Amended and Restated By-Laws of Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998 File No. 1-566 (see Exhibit 3(c) therein). | ||
4(a) |
Indenture dated as of July 31, 2002, among Greif Bros. Corporation, as Issuer, the Subsidiary Guarantors named therein, and J.P. Morgan Trust Company, National
Association, as Trustee. |
Registration Statement on Form S-4, File No. 333-100121 (see Exhibit 4(a) therein). | ||
4(b) |
Form of Exchange Note. |
Registration Statement on Form S-4, File No. 333-100121 (see Exhibit 4(b) therein). | ||
10(a)* |
Greif Bros. Corporation 1996 Directors Stock Option Plan. |
Registration Statement on Form S-8, File No. 333-26977 (see Exhibit 4(b) therein). | ||
10(b)* |
Greif Bros. Corporation Incentive Stock Option Plan, as Amended and Restated. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 10(b) therein). | ||
10(c)* |
Greif Bros. Corporation Directors Deferred Compensation Plan. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998 File No. 1-566 (see Exhibit 10(c) therein). | ||
10(d)* |
Employment Agreement between Michael J. Gasser and Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998, File No. 1-566 (see Exhibit 10(d) therein). | ||
10(e)* |
Employment Agreement between William B. Sparks, Jr. and Greif Bros. Corporation. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1998, File No. 1-566 (see Exhibit 10(e) therein). |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
10(f)* |
Supplemental Retirement Benefit Agreement. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1999, File No. 1-566 (see Exhibit 10(i) therein). | ||
10(g) |
Share Purchase Agreement, dated October 27, 2000, as amended on January 5, 2001 and February 28, 2001 between Huhtamaki Van Leer Oyj, as the seller and Greif
Bros. Corporation as the buyer. |
Current report on Form 8-K dated March 15, 2001, File No. 1-566 (see Exhibit 2 therein). | ||
10(h)* |
Greif Bros. Corporation Long-Term Incentive Plan. |
Definitive Proxy Statement on Form 14A dated January 25, 2002, File No. 1-566 (see Exhibit A therein). | ||
10(i)* |
Greif Bros. Corporation Performance-Based Incentive Compensation Plan. |
Definitive Proxy Statement on Form 14A dated January 25, 2002, File No. 1-566 (see Exhibit B therein). | ||
10(j)* |
Greif Bros. Corporation 2001 Management Equity Incentive and Compensation Plan. |
Definitive Proxy Statement on Form DEF 14A dated January 26, 2001, File No. 001-00566 (see Exhibit A therein). | ||
10(k)* |
Greif Bros. Corporation 2000 Nonstatutory Stock Option Plan. |
Registration Statement on Form S-8, File No. 333-61058 (see Exhibit 4(c) therein). | ||
10(l) |
Audit Committee Charter. |
Contained herein. |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
10(m) |
Amended and Restated Senior Secured Credit Agreement, dated as of August 23, 2002, among Greif Bros. Corporation, as U.S. Borrower, and Greif Spain Holdings,
S.L., Greif Bros. Canada Inc., Van Leer (UK) Ltd., Koninklijke Emballage Industrie Van Leer B.V. (dba Royal Packaging Industries Van Leer B.V.), and Van Leer Australia Pty. Limited, as non-U.S. borrowers,a syndicate of financial institutions, as
lenders, Salomon Smith Barney Inc., as joint lead arranger and sole book-runner, CitiCorp North America, Inc., as administrative agent, Deutsche Bank Trust Company Americas and KeyBank National Bank Association, as co-syndication agents, Sun Trust
Bank, as documentation agent, and Deutsche Bank Securities Inc, as joint lead arranger. |
Current report on Form 8-K dated August 28, 2002, File No. 1-566 (see Exhibit 99.1 therein). | ||
21 |
Subsidiaries of the Registrant |
Contained herein. | ||
23(a) |
Consent of Ernst & Young LLP Columbus, Ohio. |
Contained herein. | ||
23(b) |
Consent of Ernst & Young LLP Akron, Ohio. |
Contained herein. | ||
24(a) |
Powers of Attorney for Michael J. Gasser, Charles R. Chandler, Michael H. Dempsey, Naomi C. Dempsey, Daniel J. Gunsett, Robert C. Macauley, David J. Olderman
and William B. Sparks, Jr. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1997, File No. 1-566 (see Exhibit 24(a) therein). |
Exhibit No. |
Description of Exhibit |
If Incorporated by Reference, Document with which Exhibit
was Previously Filed with SEC | ||
24(b) |
Power of Attorney for John C. Kane. |
Annual Report on Form 10-K for the fiscal year ended October 31, 1999, File No. 1-566 (see Exhibit 24(b) therein). | ||
99.1 |
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
Contained herein. | ||
99.2 |
Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. |
Contained herein. |
* |
Executive compensation plans and arrangements required to be filed pursuant to Item 601(b)(10) of Regulation S-K. |
EXHIBIT 10(l) GREIF BROS. CORPORATION BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER I. MEMBERSHIP REQUIREMENTS A. Number. The Audit Committee of the Board of Directors (the "Board") of Greif Bros. Corporation (the "Company") will be composed of not less than three members of the Board and will be selected by the Board. B. Independence. The members of the Audit Committee must have no relationship with the Company that may interfere with the exercise of their independence from management and the Company ("Independent"). In addition to the foregoing requirement, the following restrictions apply: o A director who has been employed by the Corporation or its affiliates in the current or past three years cannot be Independent. o A director who has a Business Relationship (as hereinafter defined) or is a partner, controlling shareholder or executive officer of an organization that has a business relationship with the Corporation may serve on the Audit Committee only if the Board determines that the relationship does not interfere with that director's exercise of independent judgment. As used herein, "Business Relationship" includes commercial, industrial, banking, consulting, legal, accounting or any other relationship. o A director who is an immediate family member (including any individual who shares a home) of an individual who is, or has been in the past three years, employed by the Corporation or any of its affiliates as an executive officer cannot be Independent. o A director who has been employed as an executive of another organization where any of the Company's executives serve on that entity's compensation committee cannot be Independent. C. Financial Expertise. All members of the Audit Committee must be able to read and understand fundamental financial statements, including a company's balance sheet, income statement and cash flow statement, and have the ability to understand key business and financial risks and related controls and control processes. At least one director must have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a chief executive or financial officer or other senior officer with financial oversight responsibilities.
II. SCOPE OF RESPONSIBILITIES A. Generally. The Audit Committee shall provide assistance to the Board in fulfilling its responsibilities to the shareholders, potential shareholders and investment community relating to corporate accounting, reporting practices of the Company and the quality and integrity of the financial reports of the Company. In so doing, it is the responsibility of the Audit Committee to maintain free and open means of communication among the directors, the external auditors, the internal auditors and the financial management of the Company. The Audit Committee, through its Chairperson, shall report periodically to the Board, but at least semi-annually. The Audit Committee has the authority to engage independent legal counsel and other advisers as it deems necessary to carry out its duties and shall have access to such internal and external resources as necessary to carry out its responsibilities and functions. In addition to the matters expressly described herein, the Audit Committee will perform any other functions assigned by the Board or required by applicable federal and state statutes, rules and regulations and the rules of the securities exchange on which the Company's stock is listed (collectively, the "Rules and Regulations"). B. Specific Responsibilities. The Audit Committee shall be responsible for the following: 1. Appointment (including the replacement) of independent public accountants, approval of the compensation of all independent public accountants, and the oversight of all work by independent public accountants, whether for the purpose of preparing or issuing an audit report or for any type of non-audit work. 2. Review and approval of the scope of the annual audit by independent public accountants (the "auditors") for the Company and its subsidiaries recommended jointly by the auditors and the Chief Financial Officer. 3. Review and approval of the scope of the audits for the Company's annual profit and pension trusts. 4. Review and approval of the audit plan as recommended by the Company's Director - Internal Audit. 5. Requesting the Director - Internal Audit to study a particular area of interest or concern. 6. Discuss with the auditors their independence from management and the Company and the matters included in the written disclosures required by the Independence Standards Board. 7. Require the auditors to submit on a periodic basis a written statement delineating all relationships between the auditors and the Company, and review any disclosed relationships or services that may impact objectivity. 8. Review and reassess on an annual basis the adequacy of this charter, and conform this charter to the requirements of applicable Rules and Regulations. 9. Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (b) the confidential, anonymous submission by employees of the Company regarding questionable accounting or auditing matters.
10. Review, assess and approve a code of ethical conduct for management of the Company (the "Code of Conduct"). C. Recommendations to the Board. In addition, the Audit Committee will review the following matters and recommend action by the Board. 1. Review major accounting policy changes before implementation. 2. Review SEC registration statements before signature by other Board members. 3. Review with management and the independent auditors the financial statements to be included in the Company's Annual Report on Form 10-K, including their judgment about the quality, not just acceptability, of accounting principles, the reasonableness of significant judgements, and the clarity of the disclosures in the financial statements. 4. Review annual audit reports, including auditors' opinions and management letter. D. Summary Reports to the Board. The Audit Committee will review the following matters and provide summary reports to the Board when appropriate. 1. Review trends in accounting policy changes proposed or adopted by organizations such as the Financial Accounting Standards Board, the Securities and Exchange Commission, and the American Institute of Certified Public Accountants. 2. Interview independent auditors for review and analysis of strengths and weaknesses of the Company's financial staff, systems, adequacy of controls, and other factors which might be pertinent to the integrity of published financial reports. 3. Review the interim financial statements with management and the independent auditors prior to the filing of the Company's Quarterly Report on Form 10-Q. The Audit Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Audit Committee by the auditors under generally accepted auditing standards. The Chairperson of the Audit Committee may represent the entire Committee for the purposes of this review. 4. Review administration of and compliance with the Company's Code of Conduct. 5. Review schedule of insurance programs with the Director - Risk Management. 6. Review with management any significant findings brought forward by the internal auditors or the auditors, sensitive data or disclosure requirements that are published. 7. Review compliance with legal and regulatory items as they apply to the Company by discussion with the Director - Internal Audit, the auditors and executive management. III. MEETINGS The Audit Committee shall meet at least quarterly, and additional meetings may be scheduled as considered necessary by the Audit Committee or its Chairperson. The Audit Committee may request members of management, counsel, internal auditors, the auditors and other persons, as applicable, to attend and participate in its meetings. The Audit Committee shall meet periodically in private session with only its members, but at least annually, and shall meet in executive session
separately with the Company's Director - Internal Audit and the auditors at least once annually. The Audit Committee should serve as a communication vehicle for the Director - Internal Audit and the auditors to the Board. The Audit Committee will discuss with the Director - Internal Audit the results of the annual internal plan. The Director - Internal Audit should report directly to the Chairperson of the Audit Committee with the Chief Financial Officer of the Company having the day-to-day supervisory functions over the Director - Internal Audit.
EXHIBIT 21 SUBSIDIARIES OF REGISTRANT Name of Subsidiary Incorporated or Organized Under Laws of ------------------ --------------------------------------- American Flange & Manufacturing Co., Inc. Illinois Barzon Corporation Delaware Great Lakes Corrugated Corp. Ohio Greif Bros. Corp. of Ohio, Inc. Delaware Greif Bros. Service Corp. Delaware Greif Containers, Inc. Delaware Greif Nevada Holdings, Inc. Nevada Greif US Holdings, Inc. Nevada Sirco Systems, LLC Delaware Soterra LLC Delaware Tainer Transportation, Inc. Delaware Trend Pak, Inc. Ohio Lametal del Norte S.A. Argentina Van Leer Argentina S.A. Argentina Van Leer Administration Pty Ltd. Australia Van Leer Australia Pty Limited Australia Van Leer Southeast Asia Partnership Ltd. Australia Van Leer (SEA) Services Pty Ltd. Australia Austro Fass Vertriebs GmbH (51%) Austria Van Leer Belize, Ltd. Belize Van Leer Coordination Center BVBA Belgium Van Leer Muno BVBA Belgium Greif Insurance Company Limited Bermuda Van Leer Amazonas Ltda. Brazil Van Leer Embalagens Industriais do Brasil Ltda Brazil Van Leer Holding Ltda Brazil Greif Canada, Inc. Canada Van Leer Chile SA Chile Van Leer-Cogas SA (51%) Chile Van Leer Ningbo Packaging Ltd. China Van Leer Taicang Co. Ltd. China Van Leer Envases de Colombia SA Columbia Van Leer Envases de Costa Rica SA Costa Rica Van Leer Obaly A.S. (97.1%) Czech Republic Van Leer Danmark A/S Denmark Van Leer Egypt LLC (75%) Egypt Greif France Holdings SAS France Van Leer Fibre et Plastique France SNC France Van Leer France Holdings SAS France Van Leer France SNC France Van Leer Grundstucksverwaltungs GmbH Germany Van Leer Verpackungen Beteilgungs GmbH Germany Van Leer Verpackungen GmbH & Co. KG Germany Van Leer Elpack AEBE Greece
EXHIBIT 21 (continued) Name of Subsidiary Incorporated or Organized Under Laws of ------------------ --------------------------------------- Van Leer Envases de Guatemala S.A. Guatemala Van Leer Dunadob Kft. Hungary Balmer Lawrie - Van Leer Ltd. (40.06%) India Van Leer Ireland Ltd. Ireland Van Leer Italia SpA Italy Van Leer Jamaica Ltd. Jamaica Chuo-Sangyo Ltd. Japan Nippon Van Leer Limited Japan Tri-Sure Japan, Ltd. Japan Van Leer East Africa Ltd. Kenya Van Leer Cylinders Sdn. Bhd. Malaysia Van Leer Malaysia Sdn. Bhd. Malaysia Van Leer Packaging Sdn Bhd Malaysia Compania Mexicana Tri-Sure, S.A. de C.V. Mexico Consorcio Van Leer Mexicana, S.A. de C.V. Mexico Fibro Tambor, S.A. de C.V. Mexico Servicios Corporativos Van Leer, S.A. de C.V. Mexico Van Leer Mexicana S.A. de C.V. Mexico Van Leer Mocambique Lda. (80%) Mozambique Van Leer Omafu S.A. (60%) Morocco Doclog B.V. Netherlands Emballage Fabrieken Verma BV Netherlands Gronystaal B.V. Netherlands Royal Packaging Industries Van Leer B.V. Netherlands Paauw Holdings BV Netherlands Tri-Sure Closure Systems B.V. Netherlands Van Leer Beheer I BV Netherlands Van Leer Beheer II BV Netherlands Van Leer Beheer VI BV Netherlands Van Leer Beheer VII BV Netherlands Van Leer Beheer VIII BV Netherlands Van Leer Eurobottle B.V. Netherlands Van Leer Nederland B.V. Netherlands Van Leer Nederland Verpakkigen BV Netherlands Van Leer Services B.V. Netherlands Van Leer Vastgoed B.V. Netherlands Van Leer New Zealand Limited New Zealand Van Leer Containers PLC (51%) Nigeria Van Leer Philippines Inc. Philippines Van Leer Silesia Sp. Z.o.o. Poland Van Leer AquaPack Sp. Z.o.o. Poland Embalagens de Portugal Van Leer, Lda. Portugal Socer-Embalagens, Ltda. (25%) Portugal Van Leer Romania Ltd. Romania LLC Van Leer Perm Russia LLC Van Leer Volga-Don Russia LLC Van Leer Vologda Russia ZAO Van Leer Upakovka Russia ZAO Van Leer Ural Russia Van Leer Singapore Pte Ltd Singapore Greif Spain Holdings, SL. Spain
EXHIBIT 21 (concluded) Name of Subsidiary Incorporated or Organized Under Laws of ------------------ --------------------------------------- Van Leer Espana S.A. Spain Van Leer Iberica S.A. Spain Neptune Plastics (Pty) Ltd South Africa Van Leer AP Plastics (Pty) Ltd. South Africa Van Leer Metal Containers South Africa (Pty) Ltd. South Africa Van Leer South Africa (Pty) Ltd. South Africa Van Leer Svenska AB Sweden Van Leer Sweden Packaging AB Sweden Van Leer Thailand Co., Ltd. Thailand Van Leer Containers Ltd Trinidad Van Leer Mimaysan Ambalaj Sanayi AS (75%) Turkey Van Leer Supak Ambalaj Sanayi Ticaret Ltd. Turkey Van Leer Ukraine LLC Ukraine Ecocontainer (UK) Ltd. United Kingdom Metal Containers Ltd. United Kingdom Van Leer (UK) Ltd. United Kingdom Van Leer Uruguay S.A. Uruguay Industrias Venezolana Van Leer C.A. Venezuela Van Leer Envases de Valencia C.A. Venezuela Van Leer Venezuela, C.A. Venezuela Van Leer Zimbabwe Private Ltd. Zimbabwe
EXHIBIT 23(a) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-26767) pertaining to the Greif Bros. Corporation 1996 Directors Stock Option Plan, (Form S-8 No. 333-26977) pertaining to the Greif Bros. Corporation Incentive Stock Option Plan, (Form S-8 No. 333-35048) pertaining to the Greif Bros. 401(k) Retirement Plan and Trust, (Form S-8 No. 333-46134) pertaining to the Greif Bros. Corporation Production Associates 401(k) Retirement Plan and Trust, (Form S-8 No. 333-46136) pertaining to the Greif Bros. Riverville Mill Employee Retirement Savings Plan and Trust, (Form S-8 No. 333-61058) pertaining to the Greif Bros. Corporation 2000 Nonstatutory Stock Option Plan,(Form S-8 No. 333-61068) pertaining to the Greif Bros. Corporation 2001 Management Equity Incentive and Compensation Plan, and (Form S-4 No. 333-100121) pertaining to the 8 7/8% Senior Subordinated Notes due 2012, of our report dated December 10, 2002 with respect to the consolidated financial statements and the financial statement schedule of Greif Bros. Corporation included in this Annual Report (Form 10-K) of Greif Bros. Corporation for the year ended October 31, 2002. /s/ Ernst & Young LLP Columbus, Ohio January 24, 2003
EXHIBIT 23(b) Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statements (Form S-8 No. 333-26767) pertaining to the Greif Bros. Corporation 1996 Directors Stock Option Plan, (Form S-8 No. 333-26977) pertaining to the Greif Bros. Corporation Incentive Stock Option Plan, (Form S-8 No. 333-35048) pertaining to the Greif Bros. 401(k) Retirement Plan and Trust, (Form S-8 No. 333-46134) pertaining to the Greif Bros. Corporation Production Associates 401(k) Retirement Plan and Trust, (Form S-8 No. 333-46136) pertaining to the Greif Bros. Riverville Mill Employee Retirement Savings Plan and Trust, (Form S-8 No. 333-61058) pertaining to the Greif Bros. Corporation 2000 Nonstatutory Stock Option Plan,(Form S-8 No. 333-61068) pertaining to the Greif Bros. Corporation 2001 Management Equity Incentive and Compensation Plan, and (Form S-4 No. 333-100121) pertaining to the 8 7/8% Senior Subordinated Notes due 2012, of our report dated November 25, 2002 with respect to the consolidated financial statements of CorrChoice, Inc. and Subsidiaries included in this Annual Report (Form 10-K) of Greif Bros. Corporation for the year ended October 31, 2002. /s/ Ernst & Young LLP Akron, Ohio January 24, 2003
EXHIBIT 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Greif Bros. Corporation (the "Company") on Form 10-K for the annual period ended October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Michael J. Gasser, the chief executive officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 24, 2003 /s/ Michael J. Gasser ---------------- ----------------------------- Michael J. Gasser Chairman and Chief Executive Officer
EXHIBIT 99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Greif Bros. Corporation (the "Company") on Form 10-K for the annual period ended October 31, 2002, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Donald S. Huml, the chief financial officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: January 24, 2003 /s/ Donald S. Huml ---------------- --------------------------- Donald S. Huml Chief Financial Officer