1.

In the section of fourth quarter highlights, we note your disclosure that income tax expense for the fourth quarter of 2016 increased to $28.3 million, or 81.3%, from $2.6 million, or 23%, for the fourth quarter 2015, due in part to corrections identified through enhanced control procedures executed during the quarter. Please tell us the nature of each correction identified, the respective amount, and the period(s) the corrections the amounts should have been recognized. Please also tell us your consideration of the guidance in ASC 250‑10‑45‑22 through 45‑27 and ASC 250‑10‑50‑7 through 50‑11.

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•	$0.5 million of income tax expense recognized in the fourth quarter 2016 related to the tax impact of mandatorily redeemable non-controlling interest expense of $1.2 million. This correction should have been recognized as income tax expense of $0.3 million and $0.2 million in the first and third quarters of 2016, respectively.

•	$2.0 million of income tax expense recognized in the fourth quarter 2016 related to withholding taxes on intercompany charges. This correction should have been recognized as income tax expense in the third quarter of 2016.

•	$1.6 million of income tax expense recognized in the fourth quarter 2016 related to uncertain tax positions of certain non-U.S. subsidiaries. This correction should have been recognized as income tax expense of $0.7 million in fiscal year 2013, $0.5 million in fiscal year 2014, and $0.4 million in fiscal year 2015.

•	$2.9 million of income tax expense recognized in the fourth quarter of 2016 related to the correction of a deferred tax position of a non-U.S. subsidiary. This correction should have been recognized as income tax expense of $2.9 million during the fourth quarter of 2015.

•	The cumulative net income impact of all errors affecting fourth quarter 2016 and fiscal year 2016 was $5.0 million and $4.6 million, respectively, which were not quantitatively material. The cumulative pre-tax income impact of all errors affecting the fourth quarter of 2016 and fiscal year 2016 was $1.2 million and $0.1 million, respectively.

•	Two of the tax errors, the $2.0 million withholding tax error and the $0.5 impact of mandatorily redeemable non-controlling interest, were intra-period, and therefore had no impact on the full-year 2016 results.

•	The tax errors had no impact to the Company’s primary operating metrics: operating income; EBITDA; operating working capital; or free cash flow.

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The total error percentage to net income was 43.7% and 5.7% for fourth quarter 2016 and fiscal year 2016, respectively. Although the error percentage was larger for fourth quarter 2016 compared to fiscal year 2016, the fourth quarter dollar amount was quantitatively immaterial and the fourth quarter error percentage was skewed due to the near break-even results for that quarter. Management further analyzed the qualitative factors below.

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•	The amount was not highly subjective and could be precisely measured and calculated.

•	The misstatement did not mask a change in earnings or other trends.

•	The misstatement did not hide a failure to meet analysts’ consensus expectations for the Company’s business.

•	The misstatement did not change a loss into income or vice versa.

•	The misstatement did not impact any specific segment or portion of the Company’s business that has been identified as playing a significant role in operations or profitability.

•	The misstatement did not affect the Company’s compliance with regulatory requirements.

•	The misstatement did not impact the Company’s compliance with loan covenants or other contractual requirements.

•	The misstatement did not lead to an increase in management compensation or bonuses.

•	The misstatement did not involve unlawful transactions.

2.	Regarding your revised assertion for unremitted earnings, please address the following:

•	Identify the foreign parent company with the third-party debt that will be repaid from the pre-2017 undistributed earnings, including the country the earnings will be remitted.

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•	Tell us and disclose the amount of debt to be repaid with foreign earnings and the amount of pre-2017 foreign earnings that will be remitted and used to repay the debt.

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Tell us the amount remaining to be classified as undistributed for the subsidiaries remitting earnings due to your position that the foreign earnings are indefinitely reinvested. To the extent that the remaining undistributed earnings for these subsidiaries are material, please tell us how you were able to conclude that you continue to meet the exception for recognition of a deferred tax liability in ASC 740- 30-25-17.

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Greif, Inc., the U.S. parent, is forecasting future profits and has been profitable in past years. These profits are utilized to fund parent cash needs, including working capital, capital expenditures and non-operational payments such as interest, dividends, pension and taxes. To the extent profits are not sufficient to fund all of these requirements, Greif, Inc. has access to an $800.0 million revolving credit facility (of which $581.6 million was available as of January 31, 2017), with an option to add up to $550.0 million under such facility, as well a $150.0 million accounts receivable credit facility (of which $48.3 million was available as of January 31, 2017).

•	The non-U.S. subsidiary operating plans include continued investment in the business, which includes additional working capital and capital expenditures to support organic growth within the subsidiaries.

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The Company’s non-U.S. holding company structure supports the funding needs of its non-U.S. operating affiliates by enabling reinvestment of earnings amongst the Company’s non-U.S. operating companies. The structure provides for distributions to be made by the non-U.S. operating companies to a central non-U.S. holding company. The non-U.S. central holding company may then provide funding to the non-U.S. operating companies through a combination of capital contributions and intercompany loans.

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The Company has no history of repatriating non-U.S. earnings to meet U.S. cash needs, as its U.S. earnings and access to revolving credit facilities is sufficient to support its U.S. needs. Further, the non-U.S. earnings in the non-U.S. holding company structure, along with access to the $800.0 million revolving credit facility (of which $581.6 million was available as of January 31, 2017) is sufficient to support the Company’s non-U.S. needs.

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•	As discussed above, management has sufficient evidence of a specific plan for reinvestment of non-U.S. earnings in the past which continues to apply to the future.

•	It is clear that the change in the first quarter was the result of a temporary and identifiable event. Specifically, the debt refinancing completed in the first quarter triggered the change in assertion. The change is specific to the Luxembourg Company third-party debt and management’s payment of that debt as part of its overall cash management plans due to the debt refinancing.

•	The debt refinancing in the first quarter was a discrete event that supports the change from the previous plan. The change was specific to repayment of a specific tranche of debt through non-U.S. subsidiaries, triggering withholding taxes only. No amounts will be repatriated to the U.S., consistent with our prior assertion.

•	Tell us and disclose the amount of income tax expense recognized for the pre-2017 foreign earnings that will be remitted.

•	Please quantify each factor discussed on page 38 as impacting your effective tax rate for each period presented. Please refer to Item 303(a)(3)(i) of Regulation S-K.

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3.	In the section of first quarter highlights, we note your disclosure of the non-GAAP measure, “operating profit margin before special items.” Please expand your disclosure to include the GAAP comparable. See Item 10(e)(l)(i)(a) of Regulation S-K and Question 102.10 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.

4.	In your GAAP to Non-GAAP reconciliation of net income and class A earnings per share before special items on page 18, please revise your reconciliation to show income taxes as a separate adjustment, and disclose how they were calculated. See Question 102.11 of the updated Non-GAAP Compliance and Disclosure Interpretations issued on May 17, 2016.