NOTE 15 —EARNINGS PER SHARE

The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder allocated assuming all of the earnings for the period have been distributed in the form of dividends.

The Company calculates Class A EPS as follows: (i) multiply 40 percent times the average Class A shares outstanding, then divide that amount by the product of 40 percent of the average Class A shares outstanding plus 60 percent of the average Class B shares outstanding to get a percentage, (ii) undistributed net income divided by the average Class A shares outstanding, (iii) multiply item (i) by item (ii), (iv) add item (iii) to the Class A cash dividend. Diluted shares are factored into the Class A calculation.

The Company calculates Class B EPS as follows: (i) multiply 60 percent times the average Class B shares outstanding, then divide that amount by the product of 40 percent of the average Class A shares outstanding plus 60 percent of the average Class B shares outstanding to get a percentage, (ii) undistributed net income divided by the average Class B shares outstanding, (iii) multiply item (i) by item (ii), (iv) add item (iii) to the Class B cash dividend. Class B diluted EPS is identical to Class B basic EPS.

The following table provides EPS information for each period, respectively:


(In millions except per share data)	2012		2011		2010
Numerator
Numerator for basic and diluted EPS -
Net income attributable to Greif	$	126.1	$	177.5	$	202.8
Cash dividends		97.7		97.8		93.1

Undistributed net income attributable to Greif, Inc.	$	28.4	$	79.7	$	109.7
Demonimator
Denominator for basic EPS -
Class A common stock		25.2		24.9		24.7
Class B common stock		22.1		22.3		22.4
Denominator for diluted EPS -
Class A common stock		25.2		25.0		25.0
Class B common stock		22.1		22.3		22.4
EPS Basic
Class A common stock	$	2.17	$	3.05	$	3.48
Class B common stock	$	3.24	$	4.56	$	5.21
EPS Diluted
Class A common stock	$	2.17	$	3.04	$	3.46
Class B common stock	$	3.24	$	4.56	$	5.21

Class A Common Stock is entitled to cumulative dividends of one cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to a half-cent a share per year. Further distribution in any year must be made in proportion of one cent a share for Class A Common Stock to one and a half cents a share for Class B Common Stock. The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.

Common Stock Repurchases

The Company’s Board of Directors has authorized the purchase of up to four million shares of Class A Common Stock or Class B Common Stock or any combination of the foregoing. During 2012, the Company repurchased no shares of Class A Common Stock and 1,000 shares of Class B Common Stock (refer to Item 5 to this Form 10-K for additional information regarding these repurchases). As of October 31, 2012, the Company had repurchased 3,184,272 shares, including 1,425,452 shares of Class A Common Stock and 1,758,820 shares of Class B Common Stock, under this program which were all repurchased in prior years except for the 1,000 shares referenced above. The total cost of the shares repurchased from November 1, 2009 through October 31, 2012 was $17.8 million.

The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:


	Authorized Shares		Issued Shares		Outstanding Shares		Treasury Shares
October 31, 2012:
Class A Common Stock		128,000,000		42,281,920		25,283,465		16,998,455
Class B Common Stock		69,120,000		34,560,000		22,119,966		12,440,034
October 31, 2011:
Class A Common Stock		128,000,000		42,281,920		24,972,029		17,309,891
Class B Common Stock		69,120,000		34,560,000		22,120,966		12,439,034

The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:


For the years ended October 31,	2012		2011		2010
Class A Common Stock:
Basic shares		25,162,686		24,869,573		24,654,364
Assumed conversion of stock options		73,306		180,253		299,448

Diluted shares		25,235,992		25,049,826		24,953,812

Class B Common Stock:
Basic and diluted shares		22,120,391		22,349,844		22,445,322

No stock options were antidilutive for the years ended October 31, 2012, 2011, or 2010.

Dividends per Share

The Company pays quarterly dividends of varying amounts computed on the basis as described above. The annual dividends paid for the last two years are as follows:

2012 Dividends per Share – Class A $1.68; Class B $2.51

2011 Dividends per Share – Class A $1.68; Class B $2.51