SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE

On April 27, 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 18, 2017, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($116.7 million as of July 31, 2017). Under the terms of the European RPA, the Company has the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable. During the first quarter of 2016, the Company collected $44.2 million that had been loaned to the Purchasing Bank Affiliates, as excess cash at the end of fiscal 2015.

Under the terms of the European RPA, the Company has agreed to sell trade receivables meeting certain eligibility requirements that the Seller had purchased from other indirect wholly-owned subsidiaries of the Company under a factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from the Company's various subsidiaries to the respective Purchasing Bank Affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables. At the balance sheet reporting dates, the Company removes from accounts receivable the amount of proceeds received from the initial purchase price since they meet the applicable criteria of ASC 860, “Transfers and Servicing,” and the Company continues to recognize the deferred purchase price in prepaid expenses and other current assets or other current liabilities. The receivables are sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates.

In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($11.0 million as of July 31, 2017). Under the terms of the Singapore RPA, the Company has agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.

The table below contains certain information related to the Company’s accounts receivable sales programs:



	Three Months Ended July 31,				Nine Months Ended July 31,
(in millions)	2017		2016		2017		2016
European RPA
Gross accounts receivable sold to third party financial institution	$	192.2	$	160.0	$	506.3	$	463.3
Cash received for accounts receivable sold under the programs	170.0		140.7		448.2		409.2
Deferred purchase price related to accounts receivable sold	22.2		19.3		58.1		53.7
Loss associated with the programs	0.1		0.2		0.3		0.7
Expenses associated with the programs	—		—		—		—

Singapore RPA
Gross accounts receivable sold to third party financial institution	$	12.4	$	11.4	$	37.4	$	32.5
Cash received for accounts receivable sold under the program	10.3		11.4		32.0		32.5
Deferred purchase price related to accounts receivable sold	2.2		—		5.4		—
Loss associated with the program	—		—		—		—
Expenses associated with the program	—		—		—		—

Total RPAs and Agreements
Gross accounts receivable sold to third party financial institution	$	204.6	$	171.4	$	543.7	$	495.8
Cash received for accounts receivable sold under the program	180.3		152.1		480.2		441.7
Deferred purchase price related to accounts receivable sold	24.4		19.3		63.5		53.7
Loss associated with the program	0.1		0.2		0.3		0.7
Expenses associated with the program	—		—		—		—

The table below contains certain information related to the Company’s accounts receivable sales programs and the impact it has on the condensed consolidated balance sheets:



(in millions)	July 31, 2017		October 31, 2016
European RPA
Accounts receivable sold to and held by third party financial institution	$	147.8	$	106.7
Deferred purchase price asset (liability) related to accounts receivable sold	32.7		(0.4		)

Singapore RPA
Accounts receivable sold to and held by third party financial institution	$	3.5	$	4.0
Deferred purchase price asset related to accounts receivable sold	0.8		0.5

Total RPAs and Agreements
Accounts receivable sold to and held by third party financial institution	$	151.3	$	110.7
Deferred purchase price asset related to accounts receivable sold	33.5		0.1

The deferred purchase price related to the accounts receivable sold is reflected as prepaid expenses and other current assets or other current liabilities on the Company’s condensed consolidated balance sheet and was initially recorded at an amount which approximates its fair value due to the short-term nature of these items. The cash received initially and the deferred purchase price relate to the sale or ultimate collection of the underlying receivables and are not subject to significant other risks given their short nature; therefore, the Company reflects all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s consolidated statements of cash flows.

Additionally, the Company performs collections and administrative functions on the receivables sold, similar to the procedures it uses for collecting all of its receivables, including receivables that are not sold under the European RPA and the Singapore RPA. The servicing liability for these receivables is not material to the consolidated financial statements.