GREIF BROS. CORPORATION AND SUBSIDIARY COMPANIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JULY 31, 1996 NOTE 1 - CAPITAL STOCK AND RETAINED EARNINGS Class A Common Stock is entitled to cumulative dividends of 1 cent a share per year after which Class B Common Stock is entitled to non-cumulative dividends up to 1/2 cent a share per year. Further distribution in any year must be made in proportion of 1 cent a share for Class A Common Stock to 1-1/2 cents a share for Class B Common Stock. The Class A Common Stock shall have no voting power nor shall it be entitled to notice of meetings of the stockholders, all rights to vote and all voting power being vested exclusively in the Class B Common Stock unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. There is no cumulative voting. NOTE 2 - DIVIDENDS PER SHARE The following dividends per share were paid during the period indicated, Three Months Ended Nine Months Ended July 31, July 31, 1996 1995 1996 1995 Class A Common Stock $.08 $.06 $.40 $.34 Class B Common Stock $.12 $.09 $.59 $.50 NOTE 3 - CALCULATION OF NET INCOME PER SHARE Net income per share was calculated using the following number of shares for the periods presented: Three Months Ended Nine Months Ended July 31, July 31, Class A Common Stock 10,873,172 shares 10,873,172 shares Class B Common Stock 12,001,793 shares 12,028,460 shares NOTE 4 - INVENTORIES Inventories are comprised principally of raw materials. NOTE 5 - TREASURY SHARES ACQUIRED Effective November 6, 1995, Macauley & Company (the Partnership) in which the Company was a limited partner, was liquidated. Prior to the liquidation, the Partnership held Class B Common Stock (2,400,000 shares) of the Company. Upon liquidation, the Company received 1,200,000 shares of the Class B Common Stock. The Company recorded the liquidation by crediting interest in partnership and charging an equal amount to treasury stock. MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations Historically, revenues or earnings may or may not be representative of future operations because of various economic factors. The following comparative information is presented for the three-month and nine-month periods ended July 31, 1996 and July 31, 1995. Net sales decreased during the current period compared to the previous period. This decrease was principally the result of decreases in the containerboard segment, which was significantly affected by lower sales prices of the products in this segment. For the quarter ended July 31, 1996, the gain on sales of timber and timber properties increased since the prior year due to timber properties sold in Nova Scotia, Canada. The cost of products sold as a percentage of sales increased since the prior year. The profit margins of the containerboard segment were lower as compared to the previous period due to a reduction in the sales prices of its products without a corresponding reduction in its costs. Liquidity and Capital Resources As indicated in the Consolidated Balance Sheet, elsewhere in this report and discussed in greater detail in the 1995 Annual Report to Shareholders, the Company is dedicated to maintaining a strong financial position. It is our belief that this dedication is extremely important during all economic times. The current ratio as of July 31, 1996 is an indication of the continuation of the Company's strong liquidity. As discussed in the 1995 Annual Report, the Company is subject to the economic conditions of its customers. During this period, the Company has been able to utilize its developed financial position to meet its continued business needs. During the nine months ended July 31, 1996, the Company generated $74,499,000 of cash from operations. Capital expenditures were $51,413,000 during this same period. These capital expenditures were principally related to a paper mill modernization program in Virginia as well as replacing and improving equipment. The Company has approved future purchases, primarily for equipment, of approximately $38 million. Self-financing and low interest rate borrowing has been the primary source for financing such capital expenditures. The reduction in trade accounts receivable since year-end is due to lower sales during the third quarter of fiscal 1996 compared to the third quarter of fiscal 1995. Inventory and accounts payable balances are lower primarily due to a decrease in certain raw material prices. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a.)Exhibits. None. (b.)Reports on Form 8-K. No events occurred requiring Form 8-K to be filed. OTHER COMMENTS The information furnished herein reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the consolidated balance sheet as of July 31, 1996, the consolidated statement of income for the 9-month periods ended July 31, 1996 and 1995, and the consolidated statement of cash flows for the 9-month periods then ended. These financial statements are unaudited; however, at year end an audit will be made for the fiscal year by our independent accountants. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Greif Bros. Corporation (Registrant) Date September 9, 1996 John K. Dieker Controller