Item 2.02. Results of Operations and Financial Condition.
On September 2, 2009, Greif, Inc. (the "Company") issued a press release (the
"Earnings Release") announcing the financial results for its third quarter ended
July 31, 2009. The full text of the Earnings Release is attached as Exhibit 99.1
to this Current Report on Form 8-K.
The Earnings Release included the following non-GAAP financial measures (the
"non-GAAP Measures"): (i) net income before restructuring charges,
restructuring-related inventory charges and timberland disposals, net on a
consolidated basis; (ii) diluted earnings per Class A share and per Class B
share before restructuring charges, restructuring-related inventory charges and
timberland disposals, net on a consolidated basis; (iii) operating profit before
restructuring charges, restructuring-related inventory charges and timberland
disposals, net on a consolidated basis; (iv) operating profit before
restructuring charges with respect to the Company's Paper Packaging segment;
(v) operating profit before restructuring charges and restructuring-related
inventory charges with respect to the Company's Industrial Packaging segment and
(vi) operating profit before restructuring charges and timberland disposals, net
with respect to the Company's Timber segment. Net income before restructuring
charges, restructuring-related inventory charges and timberland disposals, net
on a consolidated basis is equal to GAAP net income plus restructuring charges
and restructuring-related inventory charges less timberland disposals, net, net
of tax, on a consolidated basis. Diluted earnings per Class A share and per
Class B share before restructuring charges, restructuring-related inventory
charges and timberland disposals, net on a consolidated basis is equal to GAAP
diluted earnings per Class A share and per Class B share plus restructuring
charges and restructuring-related inventory charges less timberland disposals,
net, net of tax, on a consolidated basis. Operating profit before restructuring
charges, restructuring-related inventory charges and timberland disposals, net
on a consolidated basis is equal to GAAP operating profit plus restructuring
charges and restructuring-related inventory charges less timberland disposals,
net on a consolidated basis. Operating profit before restructuring charges with
respect to the Company's Paper Packaging segment is equal to that segment's GAAP
operating profit plus that segment's restructuring charges. Operating profit
before restructuring charges and restructuring-related inventory charges with
respect to the Company's Industrial Packaging segment is equal to that segment's
GAAP operating profit plus that segment's restructuring charges and
restructuring-related inventory charges. Operating profit before restructuring
charges and timberland disposals, net with respect to the Company's Timber
segment is equal to that segment's GAAP operating profit plus that segment's
restructuring charges less timberland disposals, net.
The Company discloses the non-GAAP Measures described in Items (i) through (vi),
above, because management believes that these non-GAAP Measures are a better
indication of the Company's operational performance than GAAP net income,
diluted earnings per Class A share and per Class B share and operating profit
since they exclude restructuring charges and restructuring-related inventory
charges, which are not representative of ongoing operations, and timberland
disposals, net, which are volatile from period to period. These non-GAAP
Measures provide a more stable platform on which to compare the historical
performance of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) On September 1, 2009, the Company's Board of Directors elected John W.
McNamara as a director of the Company to fill a vacancy on the Board and to
serve until the Company's next annual meeting of stockholders (expected to
occur on February 22, 2010) and until his successor is elected and
qualified.
There are no arrangements or understandings between Mr. McNamara and any other
person pursuant to which Mr. McNamara was selected as a director of the Company.
Mr. McNamara is the nephew of Judith Hook, who is also a director of the
Company.
The announcement of Mr. McNamara's election as director is attached as
Exhibit 99.2 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
The Company's management conducted a conference call on September 3, 2009, at
approximately 10:00 a.m., EDT, to review the Company's financial results for its
three- and nine-month periods ended July 31, 2009, and to respond to questions
from interested investors and financial analysts. During the conference call,
Donald S. Huml, Chief Financial Officer, commented that there was a recent
uptick in sales volumes during July that continued into August. Michael J.
Gasser, Chairman and Chief Executive Officer also stated that the comparison of
sales volumes from July to August was as follows: Europe, Asia and North America
had volume increases in the mid-single digit range; and Latin America had volume
increases in the low double digit range.