NOTE 3 – 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 20, 2015, the Main SPV and Seller amended and extended the term of the existing European RPA. Under the European RPA, as amended, the number of entities participating in the agreement have decreased to now include only the following entities: Greif Belgium BVBA, EarthMinded Benelux N.V. (formerly Pack2pack Rumbeke N.V.), Greif Nederland B.V., Greif Italia S.p.A., Greif Plastics Italy Srl (formerly Fustiplast S.p.A.), Greif France S.A.S., Greif Packaging Spain S.A., Greif Germany GmbH, Greif Plastics Germany GmbH (formerly Fustiplast GmbH), and Greif Portugal S.A. Additionally, the terms have been amended to decrease the maximum amount of receivables that may be sold and outstanding under the European RPA at any time to €100 million ($110.5 million as of October 31, 2015) and to allow the Company to manage the expense incurred under the facility by loaning excess cash back to the Purchasing Bank Affiliate in exchange for a subordinated note receivable. As of October 31, 2015, the Company loaned $44.2 million of excess cash back to the Purchasing Bank Affiliate, which is included in prepaid expenses and other current assets.

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 of our indirect wholly-owned subsidiaries, under a factoring agreement. The structure of the transactions provide for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective banks and their 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, we remove 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 we continue to recognize the deferred purchase price in accounts receivable. 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 ($10.7 million as of October 31, 2015).

In May 2009, Greif Malaysia Sdn Bhd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Malaysian Receivables Purchase Agreement (the “Malaysian Agreement”) with Malaysian banks. In March 2014, the Malaysian Agreement was discontinued and therefore there were no receivables held by third party financial institutions under this agreement as of October 31, 2015 and 2014.

The table below contains information related to the Company’s accounts receivables programs (Dollars in millions):


For the years ended October 31,	2015		2014		2013
European RPA
Gross accounts receivable sold to third party financial institution	$	715.2	$	1,006.4	$	1,071.3
Cash received for accounts receivable sold under the programs		633.6		888.1		947.0
Deferred purchase price related to accounts receivable sold		76.2		118.3		124.3
Loss associated with the programs		1.5		2.5		2.5
Expenses associated with the programs		—		—		—

Other
Gross accounts receivable sold to third party financial institution	$	48.1	$	56.7	$	93.4
Cash received for accounts receivable sold under the programs	$	48.1	$	56.7	$	93.4
Deferred purchase price related to accounts receivable sold	$	—	$	—	$	—
Loss associated with the programs	$	0.1	$	—	$	0.2
Expenses associated with the programs	$	0.1	$	0.1	$	0.3

Total RPAs and Agreements
Gross accounts receivable sold to third party financial institution	$	763.3	$	1,063.1	$	1,164.7
Cash received for accounts receivable sold under the program		681.7		944.8		1,040.4
Deferred purchase price related to accounts receivable sold		76.2		118.3		124.3
Loss associated with the program		1.6		2.5		2.7
Expenses associated with the program		0.1		0.1		0.3


	October 31, 2015		October 31, 2014
European RPA
Accounts receivable sold to and held by third party financial institution	$	114.8	$	164.7
Deferred purchase price asset (liability) related to accounts receivable sold		(1.5)		(23.7)

Other
Accounts receivable sold to and held by third party financial institution	$	4.0	$	5.0
Uncollected deferred purchase price related to accounts receivable sold		—		—

Total RPAs and Agreements
Accounts receivable sold to and held by third party financial institution	$	118.8	$	169.7
Deferred purchase price asset (liability) related to accounts receivable sold		(1.5)		(23.7)

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 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, the Singapore RPA and the Malaysian Agreement. The servicing liability for these receivables is not material to the consolidated financial statements.