UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, ~~2020~~2021



☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-00566

GREIF, ~~INC~~.INC.

(Exact name of registrant as specified in its charter)



~~Delaware~~		~~31-4388903~~
~~(State or other jurisdiction of~~ ~~incorporation or organization)~~		~~(I.R.S. Employer~~ ~~Identification No.)~~



Delaware			31-4388903
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


425 Winter Road Delaware Ohio	~~Delaware~~	~~Ohio~~	43015
(Address of principal executive offices)			(Zip Code)

(740) 549-6000

(Registrant’s telephone number, including area ~~code (740~~) ~~549-6000~~code)

Not Applicable

Former name, former address and former fiscal year, if changed since last report.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

~~Large accelerated filer~~

☒

~~Accelerated filer~~

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock	GEF	New York Stock Exchange
Class B Common Stock	GEF-B	New York Stock Exchange

The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on February ~~24, 2020:~~22, 2021:



Class A Common Stock			~~26,260,943~~26,525,238 shares
Class B Common Stock			22,007,725 shares

Table of Contents


Item		Page
	Part I. Financial Information
1	Financial Statements	4
	Condensed Consolidated Statements of Income for the Three Mo nths Ended January 31, 2021 and 20 20 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended January 31, 2021 and 2020 (Unaudited)	5
	Condensed Consolidated Balance Sheets at January 31, 2021 (Unaudited) and October 31, 20 20	6
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2021 and 2020 (Unaudited)	8
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended January 31, 2021 and 2020 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	10
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
3	Quantitative and Qualitative Disclosures About Market Risk	36
4	Controls and Procedures	36

	Part II. Other Information
1A	Risk Factors	37
2	Unregistered Sales of Equity Securities and Use of Proceeds	37
6	Exhibits	37
	Signatures	38

Item Page

Part I. Financial Information

1
Financial Statements
4

Condensed Consolidated Statements of Income for the Three Months Ended January 31, 2020 and 2019 (Unaudited)
4

Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended January 31, 2020 and 2019 (Unaudited)
5

Condensed Consolidated Balance Sheets at January 31, 2020 (Unaudited) and October 31, 2019
6

Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2020 and 2019 (Unaudited)
8

Notes to Condensed Consolidated Financial Statements (Unaudited)
9
2
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
3
Quantitative and Qualitative Disclosures About Market Risk
47
4
Controls and Procedures
47

Part II. Other Information

1A
Risk Factors
48
2
Unregistered Sales of Equity Securities and Use of Proceeds
48
6
Exhibits
48

Signatures
49

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


	Three Months Ended January 31,
(in millions, except per share amounts)	2021		2020
Net sales	$	1,146.5	$	1,112.4
Cost of products sold	934.3		889.8
Gross profit	212.2		222.6
Selling, general and administrative expenses	134.3		135.4
Restructuring charges	3.1		3.3
Acquisition and integration related costs	2.0		5.1
Non-cash asset impairment charges	1.3		0.1
Loss (gain) on disposal of properties, plants and equipment, net	1.6		(0.5)
Gain on disposal of businesses, net	(0.1)		0
Operating profit	70.0		79.2
Interest expense, net	25.2		30.7

Non-cash pension settlement charges (income)	8.5		(0.1)
Other expense, net	0		1.3
Income before income tax expense and equity earnings of unconsolidated affiliates, net	36.3		47.3
Income tax expense	6.1		11.4
Equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.2)
Net income	30.9		36.1
Net income attributable to noncontrolling interests	(7.5)		(3.8)
Net income attributable to Greif, Inc.	$	23.4	$	32.3
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	0.40	$	0.55
Class B common stock	$	0.59	$	0.81
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	0.40	$	0.55
Class B common stock	$	0.59	$	0.81
Weighted-average number of Class A common shares outstanding:
Basic	26.5		26.3
Diluted	26.5		26.4
Weighted-average number of Class B common shares outstanding:
Basic	22.0		22.0
Diluted	22.0		22.0
Cash dividends declared per common share:
Class A common stock	$	0.44	$	0.44
Class B common stock	$	0.65	$	0.65

Three Months Ended
January 31,
(in millions, except per share amounts) 2020 2019
Net sales $ 1,112.4
$ 897.0
Cost of products sold 889.8
724.2
Gross profit 222.6
172.8
Selling, general and administrative expenses 135.4
98.1
Restructuring charges 3.3
3.7
Acquisition and integration related costs 5.1
2.6
Non-cash asset impairment charges 0.1
2.1
Gain on disposal of properties, plants and equipment, net (0.5 ) (0.9 )
Operating profit 79.2
67.2
Interest expense, net 30.7
11.7
Non-cash pension settlement income (0.1 ) —
Other (income) expense, net 1.3
(0.2 )
Income before income tax expense and equity earnings of unconsolidated affiliates, net 47.3
55.7
Income tax expense 11.4
20.0
Equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.1 )
Net income 36.1
35.8
Net income attributable to noncontrolling interests (3.8 ) (6.1 )
Net income attributable to Greif, Inc. $ 32.3
$ 29.7
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock $ 0.55
$ 0.51
Class B common stock $ 0.81
$ 0.75
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock $ 0.55
$ 0.51
Class B common stock $ 0.81
$ 0.75
Weighted-average number of Class A common shares outstanding:
Basic 26.3
26.0
Diluted 26.4
26.0
Weighted-average number of Class B common shares outstanding:
Basic 22.0
22.0
Diluted 22.0
22.0
Cash dividends declared per common share:
Class A common stock $ 0.44
$ 0.44
Class B common stock $ 0.65
$ 0.65

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)


	Three Months Ended January 31,							Three Months Ended January 31,
(in millions)	2020			2019			(in millions)	2021		2020
Net income	$	36.1		$	35.8		Net income	$	30.9	$	36.1
Other comprehensive income (loss), net of tax:							Other comprehensive income (loss), net of tax:
Foreign currency translation	(3.1		)	5.2			Foreign currency translation	27.6		(3.1)
Derivative financial instruments	0.2			(5.7		)	Derivative financial instruments	1.9		0.2
Minimum pension liabilities	21.7			(0.8		)	Minimum pension liabilities	22.7		21.7
Other comprehensive income (loss), net of tax	18.8			(1.3		)
Other comprehensive income, net of tax							Other comprehensive income, net of tax	52.2		18.8
Comprehensive income	54.9			34.5			Comprehensive income	83.1		54.9
Comprehensive income attributable to noncontrolling interests	1.8			7.1			Comprehensive income attributable to noncontrolling interests	10.1		1.8
Comprehensive income attributable to Greif, Inc.	$	53.1		$	27.4		Comprehensive income attributable to Greif, Inc.	$	73.0	$	53.1

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	January 31, 2020			October 31, 2019			(in millions)	January 31, 2021		October 31, 2020
ASSETS							ASSETS
Current assets							Current assets
Cash and cash equivalents	$	90.8		$	77.3		Cash and cash equivalents	$	101.4	$	105.9
Trade accounts receivable, less allowance of $7.3 in 2020 and $6.8 in 2019	641.7			664.2
Trade accounts receivable, less allowance of $8.4 in 2021 and $9.4 in 2020							Trade accounts receivable, less allowance of $8.4 in 2021 and $9.4 in 2020	679.7		636.6
Inventories:							Inventories:
Raw materials	248.7			238.4			Raw materials	243.5		208.4
Work-in-process	10.5			11.3			Work-in-process	2.9		5.4
Finished goods	111.7			108.5			Finished goods	89.3		79.8
Assets held for sale	4.6			4.1			Assets held for sale	57.0		57.0
Assets held by special purpose entities	50.9			—			Assets held by special purpose entities	0		50.9
Prepaid expenses	54.8			44.0			Prepaid expenses	52.6		43.0
Other current assets	93.9			101.2			Other current assets	119.9		115.8
	1,307.6			1,249.0				1,346.3		1,302.8
Long-term assets							Long-term assets
Goodwill	1,522.1			1,517.8			Goodwill	1,530.4		1,518.4
Other intangible assets, net of amortization	758.9			776.5			Other intangible assets, net of amortization	700.1		715.3
Deferred tax assets	14.9			15.9			Deferred tax assets	28.4		11.3
Assets held by special purpose entities	—			50.9

Pension asset	36.4			35.4			Pension asset	32.3		29.5
Operating lease assets	327.2			—			Operating lease assets	299.8		307.5
Other long-term assets	89.6			90.9			Other long-term assets	114.4		99.2
	2,749.1			2,487.4				2,705.4		2,681.2
Properties, plants and equipment							Properties, plants and equipment
Timber properties, net of depletion	272.7			272.4			Timber properties, net of depletion	224.2		224.5
Land	177.0			178.0			Land	164.8		162.6
Buildings	528.2			531.0			Buildings	535.8		524.7
Machinery and equipment	1,877.3			1,866.2			Machinery and equipment	1,976.1		1,930.6
Capital projects in progress	174.4			170.4			Capital projects in progress	122.6		120.6
	3,029.6			3,018.0				3,023.5		2,963.0
Accumulated depreciation	(1,364.8		)	(1,327.7		)	Accumulated depreciation	(1,508.6)		(1,436.1)
	1,664.8			1,690.3				1,514.9		1,526.9
Total assets	$	5,721.5		$	5,426.7		Total assets	$	5,566.6	$	5,510.9

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	January 31, 2020			October 31, 2019			(in millions)	January 31, 2021		October 31, 2020
LIABILITIES AND SHAREHOLDERS' EQUITY							LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities							Current liabilities
Accounts payable	$	389.8		$	435.2		Accounts payable	$	468.0	$	450.7
Accrued payroll and employee benefits	100.6			142.4			Accrued payroll and employee benefits	94.6		122.3
Restructuring reserves	9.8			11.3			Restructuring reserves	19.4		21.6
Current portion of long-term debt	83.8			83.7			Current portion of long-term debt	133.6		123.1
Short-term borrowings	5.3			9.2			Short-term borrowings	46.2		28.4

Liabilities held by special purpose entities	43.3			—			Liabilities held by special purpose entities	0		43.3
Current portion of operating lease liabilities	60.3			—			Current portion of operating lease liabilities	51.8		52.3

Other current liabilities	131.3			143.6			Other current liabilities	176.9		158.4
	824.2			825.4				990.5		1,000.1
Long-term liabilities							Long-term liabilities
Long-term debt	2,719.0			2,659.0			Long-term debt	2,359.6		2,335.5
Operating lease liabilities	271.4			—			Operating lease liabilities	250.5		257.7
Deferred tax liabilities	312.5			313.0			Deferred tax liabilities	364.8		339.2
Pension liabilities	142.7			177.6			Pension liabilities	111.1		137.7
Postretirement benefit obligations	12.0			12.2			Postretirement benefit obligations	11.6		11.6
Liabilities held by special purpose entities	—			43.3

Contingent liabilities and environmental reserves	18.7			18.7			Contingent liabilities and environmental reserves	19.7		20.2
Mandatorily redeemable noncontrolling interests	8.4			8.4			Mandatorily redeemable noncontrolling interests	8.4		8.4
Long-term income tax payable	27.8			27.8			Long-term income tax payable	27.8		27.8
Other long-term liabilities	144.3			128.9			Other long-term liabilities	140.8		152.0
	3,656.8			3,388.9				3,294.3		3,290.1
Commitments and contingencies (Note 10)
Redeemable noncontrolling interests (Note 15)	17.8			21.3
Commitments and contingencies (Note 8)							Commitments and contingencies (Note 8)	0		0
Redeemable noncontrolling interests							Redeemable noncontrolling interests	19.2		20.0
Equity							Equity
Common stock, without par value	162.7			162.6			Common stock, without par value	175.4		170.2
Treasury stock, at cost	(134.7		)	(134.8		)	Treasury stock, at cost	(134.2)		(134.4)
Retained earnings	1,548.7			1,539.0			Retained earnings	1,542.0		1,543.9
Accumulated other comprehensive income (loss), net of tax:
Accumulated other comprehensive loss, net of tax:							Accumulated other comprehensive loss, net of tax:
Foreign currency translation	(299.1		)	(298.0		)	Foreign currency translation	(269.9)		(294.9)
Derivative financial instruments	(12.5		)	(12.7		)	Derivative financial instruments	(22.8)		(24.7)
Minimum pension liabilities	(101.3		)	(123.0		)	Minimum pension liabilities	(85.2)		(107.9)
Total Greif, Inc. shareholders' equity	1,163.8			1,133.1			Total Greif, Inc. shareholders' equity	1,205.3		1,152.2
Noncontrolling interests	58.9			58.0			Noncontrolling interests	57.3		48.5
Total shareholders' equity	1,222.7			1,191.1			Total shareholders' equity	1,262.6		1,200.7
Total liabilities and shareholders' equity	$	5,721.5		$	5,426.7		Total liabilities and shareholders' equity	$	5,566.6	$	5,510.9

Three Months Ended
January 31,
(in millions) 2020 2019
Net sales:
Rigid Industrial Packaging & Services $ 568.7
$ 597.9
Paper Packaging & Services 473.7
217.3
Flexible Products & Services 63.0
75.1
Land Management 7.0
6.7
Total net sales $ 1,112.4
$ 897.0
Operating profit:
Rigid Industrial Packaging & Services $ 42.8
$ 23.3
Paper Packaging & Services 32.5
35.3
Flexible Products & Services 2.0
6.0
Land Management 1.9
2.6
Total operating profit $ 79.2
$ 67.2
EBITDA:
Rigid Industrial Packaging & Services $ 60.0
$ 43.2
Paper Packaging & Services 73.0
44.0
Flexible Products & Services 3.6
7.9
Land Management 2.9
3.7
Total EBITDA $ 139.5
$ 98.8
Adjusted EBITDA:
Rigid Industrial Packaging & Services $ 62.5
$ 48.7
Paper Packaging & Services 77.9
46.5
Flexible Products & Services 4.1
7.9
Land Management 2.9
3.2
Total Adjusted EBITDA $ 147.4
$ 106.3

Table of Contents

The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended January 31, ~~2020~~2021 and ~~2019:~~2020:


	Three Months Ended January 31,
(in millions)	2021		2020
Net income	$	30.9	$	36.1
Plus: interest expense, net	25.2		30.7

Plus: income tax expense	6.1		11.4
Plus: depreciation, depletion and amortization expense	59.3		61.3
EBITDA	$	121.5	$	139.5
Net income	$	30.9	$	36.1
Plus: interest expense, net	25.2		30.7
Plus: income tax expense	6.1		11.4
Plus: non-cash pension settlement charges (income)	8.5		(0.1)

Plus: other expense, net	—		1.3
Plus: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.2)
Operating profit	70.0		79.2
Less: non-cash pension settlement charges (income)	8.5		(0.1)
Less: other expense, net	—		1.3
Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.2)
Plus: depreciation, depletion and amortization expense	59.3		61.3
EBITDA	121.5		139.5
Plus: restructuring charges	3.1		3.3
Plus: acquisition and integration related costs	2.0		5.1
Plus: non-cash asset impairment charges	1.3		0.1
Plus: non-cash pension settlement charges (income)	8.5		(0.1)
Plus: incremental COVID-19 costs, net	0.6		—
Less: loss (gain) on disposal of properties, plants, equipment, and businesses, net	1.5		(0.5)
Adjusted EBITDA	$	138.5	$	147.4

Three Months Ended
January 31,
(in millions) 2020 2019
Net income $ 36.1
$ 35.8
Plus: interest expense, net 30.7
11.7
Plus: income tax expense 11.4
20.0
Plus: depreciation, depletion and amortization expense 61.3
31.3
EBITDA $ 139.5
$ 98.8
Net income $ 36.1
$ 35.8
Plus: interest expense, net 30.7
11.7
Plus: non-cash pension settlement income (0.1 ) —
Plus: income tax expense 11.4
20.0
Plus: other (income) expense, net 1.3
(0.2 )
Plus: equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.1 )
Operating profit 79.2
67.2
Less: other (income) expense, net 1.3
(0.2 )
Less: non-cash pension settlement income (0.1 ) —
Less: equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.1 )
Plus: depreciation, depletion and amortization expense 61.3
31.3
EBITDA 139.5
98.8
Plus: restructuring charges 3.3
3.7
Plus: acquisition and integration related costs 5.1
2.6
Plus: non-cash asset impairment charges 0.1
2.1
Plus: non-cash pension settlement income (0.1 ) —
Less: gain on disposal of properties, plants, equipment, and businesses, net (0.5 ) (0.9 )
Adjusted EBITDA $ 147.4
$ 106.3

Table of Contents

The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended January 31, ~~2020~~2021 and ~~2019:~~2020:


	Three Months Ended January 31,
(in millions)	2021		2020
Global Industrial Packaging
Operating profit	$	54.0	$	44.8
Less: other (income) expense, net	(0.1)		2.5

Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.2)
Plus: depreciation and amortization expense	21.0		21.1
EBITDA	75.8		63.6
Plus: restructuring charges	2.8		2.3

Plus: non-cash asset impairment charges	1.3		0.1

Plus: incremental COVID-19 costs, net	0.3		—
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net	(0.7)		0.6
Adjusted EBITDA	$	79.5	$	66.6
Paper Packaging & Services
Operating profit	$	14.3	$	32.5
Less: non-cash pension settlement charges (income)	8.5		(0.1)
Less: other (income) expense, net	0.1		(1.2)
Plus: depreciation and amortization expense	37.2		39.2
EBITDA	42.9		73.0
Plus: restructuring charges	0.3		1.0
Plus: acquisition and integration related costs	2.0		5.1

Plus: non-cash pension settlement income	8.5		(0.1)
Plus: incremental COVID-19 costs, net	0.3		—
Less: loss (gain) on disposal of properties, plants, equipment, and businesses, net	2.1		(1.1)
Adjusted EBITDA	$	56.1	$	77.9
Land Management
Operating profit	$	1.7	$	1.9

Plus: depreciation, depletion and amortization expense	1.1		1.0
EBITDA	2.8		2.9


Less: gain on disposal of properties, plants, equipment, and businesses, net	0.1		—
Adjusted EBITDA	$	2.9	$	2.9

Three Months Ended
January 31,
(in millions) 2020 2019
Rigid Industrial Packaging & Services
Operating profit $ 42.8
$ 23.3
Less: other (income) expense, net 2.6
(0.1 )
Less: equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.1 )
Plus: depreciation and amortization expense 19.6
19.7
EBITDA 60.0
43.2
Plus: restructuring charges 1.8
3.6
Plus: acquisition and integration related costs —
0.1
Plus: non-cash asset impairment charges 0.1
2.1
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net 0.6
(0.3 )
Adjusted EBITDA $ 62.5
$ 48.7
Paper Packaging & Services
Operating profit $ 32.5
$ 35.3
Less: other (income) expense, net (1.2 ) 0.1
Less: non-cash pension settlement income (0.1 ) —
Plus: depreciation and amortization expense 39.2
8.8
EBITDA 73.0
44.0
Plus: restructuring charges 1.0
0.1
Plus: acquisition and integration related costs 5.1
2.5
Plus: non-cash pension settlement income (0.1 ) —
Less: gain on disposal of properties, plants, equipment, net (1.1 ) (0.1 )
Adjusted EBITDA $ 77.9
$ 46.5
Flexible Products & Services
Operating profit $ 2.0
$ 6.0
Less: other income, net (0.1 ) (0.2 )
Plus: depreciation and amortization expense 1.5
1.7
EBITDA 3.6
7.9
Plus: restructuring charges 0.5
—
Adjusted EBITDA $ 4.1
$ 7.9
Land Management
Operating profit $ 1.9
$ 2.6
Plus: depreciation, depletion and amortization expense 1.0
1.1
EBITDA 2.9
3.7
Less: gain on disposal of properties, plants, equipment, net —
(0.5 )
Adjusted EBITDA $ 2.9
$ 3.2

Net Sales

Net sales were $1,146.5 million for the first quarter of 2021 compared with $1,112.4 million for the first quarter of ~~2020 compared with $897.0 million for the first quarter of 2019.~~2020. The ~~$215.4~~$34.1 million increase was primarily due to higher volumes and higher average sale prices across the segments. Net sales ~~contributed by~~for the ~~acquired Caraustar Industries, Inc. and its subsidiaries ("Caraustar") operations, partially offset by lower volumes in certain regions and~~first quarter 2020 included $53.0 million of net sales attributable to the ~~impact of foreign currency translation.~~divested Consumer Packaging Group business, which was sold on April 1, 2020. See the "Segment Review" below for additional information on net sales by segment for the first quarter of ~~2020.~~2021.

Gross Profit

Gross profit was $212.2 million for the first quarter of 2021 compared with $222.6 million for the first quarter of ~~2020 compared with $172.8 million for the first quarter of 2019.~~2020. The ~~respective~~ reasons for the ~~improvement or~~ decline in gross profit ~~as the case may be,~~ for each segment are described below in the “Segment Review.” Gross profit margin was 18.5 percent for the first quarter of 2021 compared with 20.0 percent for the first quarter of ~~2020 compared with 19.3 percent for the first quarter~~2020.

Table of ~~2019.~~Contents

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $134.3 million for the first quarter of 2021 and $135.4 million for the first quarter of ~~2020 and $98.1 million~~2020. SG&A expenses were 11.7 percent of net sales for the first quarter of ~~2019. This increase was primarily due to expenses attributable to the acquired Caraustar operations, partially offset by a reduction in salaries and benefits costs. SG&A expenses were~~2021 compared with 12.2 percent of net sales for the first quarter of ~~2020 compared with 10.9 percent of net sales for the first quarter of 2019.~~2020.

~~Restructuring Charges~~Financial Measures

~~Restructuring charges were $3.3~~Operating profit was $70.0 million for the first quarter of ~~2020~~2021 compared with ~~$3.7 million for the first quarter of 2019. See Note 4 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.~~

~~Acquisition and Integration related Costs~~

~~Acquisition and integration related costs were $5.1 million for the first quarter of 2020 compared with $2.6 million for the first quarter of 2019.~~ We completed our acquisition of Caraustar on February 11, 2019 (the “Caraustar Acquisition”) and our acquisition of Tholu B.V. and its wholly owned subsidiary A. Thomassen Transport B.V. (collectively "Tholu") on June 11, 2019 (the "Tholu Acquisition"). The increase in acquisition and integration related costs was primarily due to expenses incurred in connection with the Caraustar Acquisition and the Tholu Acquisition. See Note 2 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

~~Impairment Charges~~

Non-cash asset impairment charges were $0.1 million for the first quarter of 2020 compared with $2.1 million for the first quarter of 2019. See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

~~Gain on Disposal of Properties, Plants and Equipment, net~~

~~The gain on disposal of properties, plants and equipment, net was $0.5 million and $0.9 million for the first quarter of 2020 and 2019, respectively.~~

~~Financial Measures~~

~~Operating profit was~~ $79.2 million for the first quarter of ~~2020 compared with $67.2~~2020. Net income was $30.9 million for the first quarter of ~~2019. Net income was~~2021 compared with $36.1 million for the first quarter of ~~2020 compared with $35.8~~2020. Adjusted EBITDA was $138.5 million for the first quarter of ~~2019. Adjusted EBITDA was~~2021 compared with $147.4 million for the first quarter of ~~2020 compared with $106.3 million~~2020. The reasons for the ~~first quarter of 2019. The $41.1 million increase~~decrease in Adjusted EBITDA ~~was primarily due to~~for each segment are described below in the ~~contribution from the acquired Caraustar operations, partially offset by lower volumes in certain regions.~~"Segment Review."

Trends

We anticipate the demand ~~softness~~trends reflected in our first quarter results to continue during our second quarter. In addition, we expect the steel supply markets to remain tight in the ~~industrial manufacturing businesses, particularly in North America~~Americas and ~~APAC,~~EMEA through our second and third quarters and prices to continue ~~throughout~~to increase. Similarly, the ~~remainder of 2020. Additionally, raw material~~resin supply market is also tight and prices ~~for steel, resin, old corrugated containers, recycled coated and uncoated paperboard~~ are expected to ~~remain relatively stable throughout the remainder of 2020. We also anticipate global macroeconomic conditions~~increase near term. Raw materials in our paper making process are expected to ~~be volatile in the near term~~increase through our second quarter, and we expect higher transportation and insurance costs relative to last year due to ~~the potential direct and indirect economic impacts due to the spread of the coronavirus that was first identified in China.~~

tighter market conditions.

Segment Review

~~Rigid~~Global Industrial Packaging ~~& Services~~

Our ~~Rigid~~Global Industrial Packaging ~~& Services~~ segment offers a comprehensive line of ~~rigid~~ industrial packaging products, such as steel, fibre and plastic drums, rigid and flexible intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, filling, logistics, warehousing and other packaging services. Key factors influencing profitability in the ~~Rigid~~Global Industrial Packaging ~~& Services~~ segment are:

•Selling prices, product mix, customer demand and sales volumes;

•Raw material costs, primarily steel, resin, containerboard and used industrial packaging for reconditioning;

•Energy and transportation costs;

•Benefits from executing the Greif Business System;

•Restructuring charges;

•Acquisition of businesses and facilities;

•Divestiture of businesses and facilities; and

•Impact of foreign currency translation.

Net sales were ~~$568.7~~$659.3 million for the first quarter of ~~2020~~2021 compared with ~~$597.9~~$631.7 million for the first quarter of ~~2019.~~2020. The ~~$29.2~~$27.6 million ~~decrease~~increase in net sales was primarily due to ~~decreased~~higher volumes ~~in the U.S.~~ and ~~APAC, decreased selling~~higher average sale prices ~~as a result of~~partly driven by contractual price ~~adjustments~~adjustment mechanisms related to raw material price ~~decreases, and the impact of foreign currency translation.~~increases.

Gross profit was ~~$107.8~~$130.3 million for the first quarter of ~~2020~~2021 compared with ~~$98.6~~$120.1 million for the first quarter of ~~2019.~~2020. The ~~$9.2~~$10.2 million increase in gross profit was primarily due to the ~~timing of contractual pass through arrangements for raw material price decreases.~~same factors as net sales, partially offset by higher transportation expenses. Gross profit margin ~~increased to~~was 19.8 percent and 19.0 ~~percent from 16.5~~ percent for the three months ended January 31, ~~2020~~2021 and ~~2019,~~2020, respectively.

Operating profit was ~~$42.8~~$54.0 million for the first quarter of ~~2020~~2021 compared with operating profit of ~~$23.3~~$44.8 million for the first quarter of ~~2019.~~2020. Adjusted EBITDA was ~~$62.5~~$79.5 million for the first quarter of ~~2020~~2021 compared with ~~$48.7~~$66.6 million for the first quarter of ~~2019.~~2020. The $12.9 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross ~~profit and a decrease in the segment's SG&A expense.~~profit.

Paper Packaging & Services

Table of Contents

Our Paper Packaging & Services segment produces and sells containerboard, corrugated sheets, corrugated containers, and other corrugated products to customers in North America in industries such as packaging, automotive, food and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications. We also produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which we use to produce and sell ~~industrial~~ products ~~(tubes and cores, construction products, protective packaging, and adhesives)~~which ultimately serve both industrial and consumer ~~packaging products (folding cartons, set-up boxes, and packaging services).~~markets. In addition, we also purchase and sell recycled fiber. Key factors influencing profitability in the Paper Packaging & Services segment are:

•Selling prices, product mix, customer demand and sales volumes;

•Raw material costs, primarily old corrugated containers;

•Energy and transportation costs;

•Benefits from executing the Greif Business System;

•Restructuring charges; ~~and~~

•Acquisition of businesses and facilities; and

•Divestiture of businesses and facilities.

Net sales were $480.9 million for the first quarter of 2021 compared with $473.7 million for the first quarter of 2020. The $7.2 million increase was primarily due to higher published containerboard and boxboard prices and higher volumes. Net sales for the first quarter 2020 ~~compared with $217.3~~included $53.0 million of net sales attributable to the divested Consumer Packaging Group business, which was sold on April 1, 2020.

Gross profit was $79.6 million for the first quarter of 2019. The $256.4 million increase was primarily due to $288.2 million of contribution from the acquired Caraustar operations, partially offset by decreased volumes and lower published containerboard prices.

~~Gross profit was~~2021 compared with $100.1 million for the first quarter of ~~2020 compared with $53.9 million for the first quarter of 2019.~~2020. The ~~increase~~decrease in gross profit was primarily due to ~~$57.4 million of contribution from the acquired Caraustar operations and lower~~higher old corrugated container input costs ~~partially offset by the same factors that impacted net sales.~~and higher transportation expenses. Gross profit margin was ~~21.1~~16.6 percent and ~~24.8~~21.1 percent for the first ~~quarters~~quarter of 2021 and 2020, ~~and 2019,~~ respectively.

Operating profit was $14.3 million for the first quarter of 2021 compared with $32.5 million for the first quarter of ~~2020 compared with $35.3~~2020. Adjusted EBITDA was $56.1 million for the first quarter of ~~2019. Adjusted EBITDA was~~2021 compared with $77.9 million for the first quarter of ~~2020 compared with $46.5~~2020. The $21.8 million for the first quarter of 2019. The $31.4 million increase in Adjusted EBITDA was due primarily to $47.2 million of contribution from the acquired Caraustar operations, partially offset by the same factors that impacted gross profit.

~~Flexible Products & Services~~

Our Flexible Products & Services segment offers a comprehensive line of flexible products, such as flexible intermediate bulk containers. Key factors influencing profitability in the Flexible Products & Services segment are:

~~Selling prices, product mix, customer demand and sales volumes;~~

~~Raw material costs, primarily resin;~~

~~Energy and transportation costs;~~

~~Benefits from executing the Greif Business System;~~

~~Restructuring charges;~~

~~Divestiture of businesses and facilities; and~~

~~Impact of foreign currency translation.~~

Net sales were $63.0 million for the first quarter of 2020 compared with $75.1 million for the first quarter of 2019. The $12.1 million decrease was primarily due to volume decreases in Western Europe.

Gross profit was $12.3 million for the first quarter of 2020 compared with $17.4 million for the first quarter of 2019. The decrease was primarily attributable to the same factors that impacted net sales. The decrease in gross profit margin to 19.5 percent for the first quarter of 2020 from 23.2 percent for the first quarter of 2019 was primarily due to the same factors that impacted net sales.

Operating profit was $2.0 million for the first quarter of 2020 compared with $6.0 million for the first quarter of 2019. Adjusted EBITDA was $4.1 million for the first quarter of 2020 compared with $7.9 million for the first quarter of 2019. The decrease in Adjusted EBITDA was primarily due to the same factors that impacted ~~net sales, partially offset by a reduction in the segment's SG&A expense.~~gross profit.

Land Management

As of January 31, ~~2020,~~2021, our Land Management segment consisted of approximately ~~246,000~~244,000 acres of timber properties in the southeastern United States. Key factors influencing profitability in the Land Management segment are:

•Planned level of timber sales;

•Selling prices and customer demand;

•Gains on timberland sales; and

•Gains on the disposal of development, surplus and HBU properties (“special use property”).

In order to maximize the value of our timber property, we continue to review our current portfolio and explore the development of certain of these properties. This process has led us to characterize our property as follows:

•Surplus property, meaning land that cannot be efficiently or effectively managed by us, whether due to parcel size, lack of productivity, location, access limitations or for other reasons;

•HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling timber;

•Development property, meaning HBU land that, with additional investment, may have a significantly higher market value than its HBU market value; and

•Core ~~Timberland,~~timberland, meaning land that is best suited for growing and selling timber.

We report the sale of core timberland property in "timberland gains," the sale of HBU and surplus property in "gain on disposal of properties, plants and equipment, net" and the sale of timber and development property under "net sales" and "cost of products sold" in our interim condensed consolidated statements of income. All HBU and development property, together with surplus property, is used to productively grow and sell timber until the property is sold.

Table of Contents

Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to lakes or rivers, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review and re-characterization as circumstances change.

As of January 31, ~~2020,~~2021, we had approximately 18,800 acres of special use property in the United States.

Net sales ~~increased~~decreased to $6.3 million for the first quarter of 2021 compared with $7.0 million for the first quarter of ~~2020 compared with $6.7~~2020.

Operating profit decreased to $1.7 million for the first quarter of ~~2019.~~

~~Operating profit decreased to~~2021 compared with $1.9 million for the first quarter of ~~2020 compared with $2.6 million for the first quarter of 2019.~~2020. Adjusted EBITDA was $2.9 million ~~and $3.2 million~~ for both the first ~~quarters~~quarter of ~~2020~~2021 and ~~2019, respectively.~~2020.

Other Income Statement Changes

Interest Expense, net

Interest expense, net, was $25.2 million for the first quarter of 2021 compared with $30.7 million for the first quarter of ~~2020 compared with $11.7 million for~~2020. This decrease was primarily due to reductions in long-term debt balances and declines in variable interest rates as of the end of the first quarter of ~~2019. This increase was primarily due~~2021 compared to the ~~incremental debt incurred in connection with~~end of the ~~Caraustar Acquisition.~~first quarter of 2020.

U.S. and Non-U.S. Income before Income Tax Expense

See the following tables for details of the U.S. and non-U.S. income before income taxes and U.S. and non-U.S. income before income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement income, restructuring charges, acquisition and integration related costs, debt extinguishment charges, and (gains) losses on sales of businesses (collectively, "Adjustments").


Summary
	Three Months Ended January 31,
	2021		2020
Non-U.S. % of Consolidated Net Sales	40.5	%	38.5	%
U.S. % of Consolidated Net Sales	59.5	%	61.5	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T.	106.9	%	66.8	%
U.S. % of Consolidated I.B.I.T.	(6.9)	%	33.2	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T. before Adjustments	82.6	%	58.3	%
U.S. % of Consolidated I.B.I.T. before Adjustments	17.4	%	41.7	%
	100.0	%	100.0	%


Non-U.S. I.B.I.T. Reconciliation
	Three Months Ended January 31,
(in millions)	2021		2020
Non-U.S. I.B.I.T.	$	38.8	$	31.6
Non-cash asset impairment charges	1.3		0.1

Restructuring charges	2.2		0.8


Gain on sale of businesses, net	(0.1)		—
Total Non-U.S. Adjustments	3.4		0.9
Non-U.S. I.B.I.T. before Adjustments	$	42.2	$	32.5

Table of Contents

Summary
Three Months Ended
January 31,
2020 2019
Non-U.S. % of Consolidated Net Sales 38.5 % 49.0 %
U.S. % of Consolidated Net Sales 61.5 % 51.0 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. 66.8 % 26.8 %
U.S. % of Consolidated I.B.I.T. 33.2 % 73.2 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. before Adjustments 58.3 % 31.8 %
U.S. % of Consolidated I.B.I.T. before Adjustments 41.7 % 68.2 %
100.0 % 100.0 %


U.S. I.B.I.T. Reconciliation
	Three Months Ended January 31,
(in millions)	2021		2020
U.S. I.B.I.T.	$	(2.5)	$	15.7
Non-cash pension settlement charges (income)	8.5		(0.1)

Restructuring charges	0.9		2.5
Acquisition and integration related costs	2.0		5.1


Total U.S. Adjustments	11.4		7.5
U.S. I.B.I.T. before Adjustments	$	8.9	$	23.2

Non-U.S. I.B.I.T. Reconciliation
Three Months Ended
January 31,
(in millions) 2020 2019
Non-U.S. I.B.I.T. $ 31.6
$ 14.9
Non-cash asset impairment charges 0.1
2.1
Restructuring charges 0.8
3.3
Acquisition and integration related costs —
0.1
Total Non-U.S. Adjustments 0.9
5.5
Non-U.S. I.B.I.T. before Adjustments $ 32.5
$ 20.4

U.S. I.B.I.T. Reconciliation
Three Months Ended
January 31,
(in millions) 2020 2019
U.S. I.B.I.T. $ 15.7
$ 40.8
Non-cash pension settlement income (0.1 ) —
Restructuring charges 2.5
0.4
Acquisition and integration related costs 5.1
2.5
Total U.S. Adjustments 7.5
2.9
U.S. I.B.I.T. before Adjustments $ 23.2
$ 43.7

I.B.I.T. is Income Before Income Tax Expense

Income Tax Expense

Our quarterly income tax expense was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting." In accordance with this accounting standard, annual estimated tax expense is computed based on forecasted annual earnings and other forecasted annual amounts, including, but not limited to items such as uncertain tax positions and withholding taxes. Additionally, losses from jurisdictions for which a valuation allowance has been provided have not been included in the annual estimated tax rate. Income tax expense each quarter is provided for on a current year-to-date basis using the annual estimated tax rate, adjusted for discrete taxable events that occur during the interim period.

Income tax expense for the first quarter of ~~2020~~2021 was ~~$11.4~~$6.1 million on ~~$47.3~~$36.3 million of ~~pretax~~pre-tax income and income tax expense for the first quarter of ~~2019~~2020 was ~~$20.0~~$11.4 million on ~~$55.7~~$47.3 million of pretax income. The decrease to income tax expense was primarily caused by ~~changes~~the reduction in ~~the expected mix of~~pre-tax book earnings, ~~among tax jurisdictions,~~ greater tax credit utilization and a favorable one-time discrete ~~items~~item of ~~$1.4~~$1.1 million ~~that were recognized in this quarter.~~for the settlement of the U.S. Federal Income tax ~~expense~~audit in the period. Additionally, changes in judgement and lapses of statue of limitations for ~~the~~uncertain tax positions caused an increase to tax compared to first quarter of 2019 reflected $2.3 million of tax expense related to the one-time transition tax liability, offset by foreign currency losses of $1.7 million recognized due to a change in the permanent reinvestment assertion that occurred during the quarter under ASC 740-30. Additionally, as a result of an indemnification on the divesture of one of Greif’s foreign subsidiaries, Greif recorded an additional tax liability of $2.3 million. Other immaterial discrete items in the quarter resulted in tax benefit of $0.7 million.2020.  

We are subject to audits by U.S. federal, state and local tax authorities and foreign tax authorities. We believe that adequate provisions have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the tax audits are resolved in a manner not consistent with management’s expectations, we could be required to adjust its provision for income taxes in the period such resolution occurs.

The estimated net decrease in unrecognized tax benefits for the next 12 months ranges from zero to ~~$3.4~~$7.9 million. Actual results may differ materially from this estimate.

~~Net Income Attributable to Noncontrolling Interests~~

Net income attributable to noncontrolling interests represents the portion of earnings from the operations of our non-wholly owned, consolidated subsidiaries that belong to the noncontrolling interest in those subsidiaries. Net income attributable to noncontrolling interests for the first quarter of 2020 and 2019 was $3.8 million and $6.1 million, respectively. The decrease was primarily due to a decrease in the net operating profit of the Flexible Products & Services segment joint venture that was formed in 2010 by Greif, Inc. and one of its indirect subsidiaries with Dabbagh Group Holding Company Limited and one of its subsidiaries (referred to herein as the “Flexible Packaging JV” or “FPS VIE”).

~~Net Income Attributable to Greif, Inc.~~

~~Based on the factors noted above, net income attributable to Greif, Inc. was $32.3 million for the first quarter of 2020 compared to $29.7 million for the first quarter of 2019.~~

~~OTHER COMPREHENSIVE INCOME (LOSS) CHANGES~~

~~Foreign currency translation~~

In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States Dollars at the rate of exchange existing at the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the

effects of translating assets and liabilities of our international operations, are presented in the interim condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss).

~~Minimum pension liability, net~~

The change in minimum pension liability, net of tax was income of $21.7 million and a loss of $0.8 million for the first quarters of 2020 and 2019, respectively. This change was primarily due to the remeasurement of defined benefit plans in the United States as a result of pension events discussed in Note 9 to the Interim Condensed Consolidated Financial Statements.

BALANCE SHEET CHANGES

Working Capital changes

The ~~$22.5~~$43.1 million ~~decrease~~increase in accounts receivable to ~~$641.7~~$679.7 million as of January 31, ~~2020~~2021 from ~~$664.2~~$636.6 million as of October 31, ~~2019 was primarily due to lower sales in certain geographic regions.~~

~~The $12.7 million increase in inventories to $370.9 million as of January 31,~~ 2020 ~~from $358.2 million as of October 31, 2019 was primarily due to lower sales, offset by decreased raw material purchases and prices.~~

The $45.4 million decrease in accounts payable to $389.8 million as of January 31, 2020 from $435.2 million as of October 31, 2019 was primarily due to decreased sales, decreased raw material purchases and prices and the timing of payments.

~~Other balance sheet changes~~

~~The $10.8 million increase in prepaid expenses to $54.8 million as of January 31, 2020 from $44.0 million as of October 31, 2019~~ was primarily due to timing of ~~payments.~~collection for seasonal products and higher net sales.

The ~~$17.6~~$42.1 million ~~decrease~~increase in ~~other intangible assets~~inventories to ~~$758.9~~$335.7 million as of January 31, ~~2020~~2021 from ~~$776.5~~$293.6 million as of October 31, ~~2019~~2020 was primarily due to ~~amortization. See Note 3 to the Interim Condensed Consolidated Financial Statements for additional information.~~increased raw material prices.

The ~~$25.5~~$17.3 million ~~decrease~~increase in ~~properties, plants and equipment, net~~accounts payable to ~~$1,664.8~~$468.0 million as of January 31, ~~2020~~2021 from ~~$1,690.3~~$450.7 million as of October 31, ~~2019 was primarily due to depreciation, partially offset by increased capital expenditures.~~

~~The $41.8 million decrease in accrued payroll and employee benefits to $100.6 million as of January 31,~~ 2020 ~~from $142.4 million as of October 31, 2019 was primarily due to annual incentive plan payments.~~

~~The $60.0 million increase in long term debt to $2,719.0 million as of January 31, 2020 from $2,659.0 million as of October 31, 2019~~ was primarily due to increased borrowing on the secured revolving credit facility under the 2019 Credit Agreement, as defined within the Liquidity and Capital Resources section below, partially offset by repayments on term loans and accounts receivable financing facilities. See Note 6 to the Interim Condensed Consolidated Financial Statements for additional information.raw material prices.

The $34.9 million decrease in pension liabilities to $142.7 million as of January 31, 2020 from $177.6 million as of October 31, 2019 was primarily due to plan settlements. See Note 9 to the Interim Condensed Consolidated Financial Statements for additional information.

The $15.4 million increase in other long term liabilities to $144.3 million as of January 31, 2020 from $128.9 million as of October 31, 2019 was primarily due to an increase of $7.6 million related to taxes, with the remaining variance disaggregated to minor activity.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities, proceeds from the senior notes we have issued, and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, common stock repurchases and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash flows, borrowings under our senior secured credit facilities, and proceeds from our trade accounts receivable credit facilities will be sufficient to fund our anticipated working capital, capital expenditures, cash dividends, stock purchases, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months.

Capital Expenditures

Table of Contents

During the first three months of ~~2020~~2021 and ~~2019,~~2020, we invested ~~$24.7~~$27.4 million (excluding ~~$1.6~~$1.0 million for purchases of and investments in timber properties) and ~~$26.0~~$24.7 million (excluding ~~$0.9~~$1.6 million for purchases of and investments in timber properties), respectively, in capital expenditures.

~~We anticipate future capital expenditures, excluding the potential purchases of~~Assets and ~~investments in timber properties, ranging from $160.0 million to $180.0 million in 2020. We anticipate that these expenditures will replace and improve existing equipment and fund new facilities.~~Liabilities Held by Special Purpose Entities

~~United States Trade Accounts Receivable Credit Facility~~

~~On September 24, 2019, we amended and restated the existing receivable financing facility~~As previously disclosed in the United States to establish a $275.0 million United States Trade Accounts Receivables Credit Facility (the "U.S. Receivables Facility") with several financial institutions. The U.S. Receivables Facility maturesCompany's Annual Report on ~~September 24, 2020. As of January 31, 2020, $215.8 million, net of deferred financing costs of $0.2 million, was outstanding under~~Form 10-K for the U.S. Receivable Facility. This was reported in 'Long-term debt' on the interim condensed consolidated balance sheets because we intend to refinance this obligation on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.

We may terminate the U.S. Receivables Facility at any time upon five days prior written notice. The U.S. Receivables Facility is secured by certain of our United States trade accounts receivables and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) or an applicable base rate, plus a margin, or a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the U.S. Receivables Facility. The U.S. Receivables Facility also contains certain covenants and events of default, which are substantially the same as the covenants under the 2019 Credit Agreement. As of Januaryyear ended October 31, 2020, we settled a $50.9 million receivable and $43.3 million payable that were established in ~~compliance with these covenants. Proceeds of the U.S. Receivables Facility are available for working capital and general corporate purposes.~~

~~See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information.~~

~~International Trade Accounts Receivable Credit Facilities~~

On June 17, 2019, Cooperage Receivables Finance B.V. and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc., entered into the Nieuw Amsterdam Receivables Financing Agreement (the "European RFA"). The European RFA provides an accounts receivable financing facility of up to €100.0 million ($110.1 million as of January 31, 2020) secured by certain European accounts receivable. The $79.6 million outstanding on the European RFA as of January 31, 2020 is reported as 'Long-term debt' on the interim condensed consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.

We perform collection and administrative functions on the receivables related to the European RFA similar to the procedures we use for collecting all of our receivables. The servicing liability for these receivables is not material to the Interim Condensed Consolidated Financial Statements.

~~See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information.~~2005.

Borrowing Arrangements

Long-term debt is summarized as follows:


(in millions)	January 31, 2021		October 31, 2020
2019 Credit Agreement - Term Loans	$	1,365.8	$	1,429.8
Senior Notes due 2027	495.3		495.1
Senior Notes due 2021	242.1		234.8
Accounts receivable credit facilities	305.4		310.0
2019 Credit Agreement - Revolving Credit Facility	96.7		—

	2,505.3		2,469.7
Less: current portion	133.6		123.1
Less: deferred financing costs	12.1		11.1
Long-term debt, net	$	2,359.6	$	2,335.5

(in millions) January 31,
2020 October 31,
2019
2019 Credit Agreement - Term Loans $ 1,591.3
$ 1,612.2
Senior Notes due 2027 494.5
494.3
Senior Notes due 2021 219.7
221.7
Accounts receivable credit facilities 295.4
351.6
2019 Credit Agreement - Revolving Credit Facility 214.6
76.1
Other debt 0.4
0.4
2,815.9
2,756.3
Less: current portion 83.8
83.7
Less: deferred financing costs 13.1
13.6
Long-term debt, net $ 2,719.0

$ 2,659.0

2019 Credit Agreement

On February 11, 2019, we and certain of our subsidiaries entered into an amended and restated senior secured credit agreement (the “2019 Credit Agreement”) with a syndicate of financial institutions. Our obligations under the 2019 Credit Agreement are guaranteed by certain of our U.S. ~~subsidiaries~~ and non-U.S. subsidiaries. The repayment of this facility is secured by a security interest in our personal property and the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our U.S. subsidiaries, and is secured, in part, by the capital stock of the non-U.S. borrowers. However, in the event that we receive and maintain an investment grade rating from either Moody's Investors Services, Inc. or Standard & Poor's Financial Services LLC, we may request the release of such collateral.

The 2019 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $600.0 million multicurrency facility and a $200.0 million U.S. dollar facility, maturing on February 11, 2024, (b) a $1,275.0 million secured term loan A-1 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2024, and (c) a $400.0 million secured term loan A-2 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2026. In addition, we have an option to add an aggregate of $700.0 million to the secured revolving credit facility under the 2019 Credit Agreement with the agreement of the lenders.

On November 13, 2020 the Company and certain of its U.S. subsidiaries entered into an incremental term loan agreement (the "Incremental Term A-3 Loan Agreement") with a syndicate of farm credit institutions. The Incremental Term A-3 Loan Facility provides for a loan commitment in the aggregate principal amount of $225.0 million that must be funded in a single draw on a business day occurring on or before July 15, 2021 (the "Incremental Term A-3 Loan"). The Incremental Term A-3 Loan matures on July 15, 2026, with quarterly installments of principal payable on the last day of each fiscal quarter commencing with the first such date to occur after the funding date. The Incremental Term A-3 Loan has, for all material purposes, the identical terms and provisions as the term A-1 and the term A-2 loans under the 2019 Credit Agreement, other than maturity dates, which are discussed above. The Company's obligations with respect to the Incremental Term A-3 Loan will constitute obligations under the 2019 Credit Agreement and will be secured and guaranteed with the other obligations as provided in the under the 2019 Credit Facility on a pari passu basis. The Company intends to draw upon the Incremental Term A-3 Loan prior to July 15, 2021, and use the loan proceeds to pay all of the outstanding principal of and interest on the Senior Notes due 2021, discussed below.

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As of January 31, 2021, we had $420.9 million of available borrowing capacity under the $800.0 million secured revolving credit facility provided by the 2019 Credit Agreement. The available borrowing capacity is determined by the lesser of the available capacity or the amount that could be borrowed without causing the Company's leverage ratio to exceed 4.50 to 1.00.

The 2019 Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that, at the end of any quarter, we will not permit the ratio of (a) our total consolidated indebtedness, to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (as used in this paragraph only, “EBITDA”) to be greater than 4.75 to 1.00 and stepping down annually by 0.25 increments beginning on July 31, 2020 to 4.00 on July 31, 2023. The interest coverage ratio generally requires that, at the end of any quarter, we will not permit the ratio of (a) our consolidated EBITDA, to (b) our consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve month period. As of January 31, ~~2020,~~2021, we were in compliance with the covenants and other agreements in the 2019 Credit Agreement.

~~See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information.~~

Senior Notes due 2027

On February 11, 2019, we issued $500.0 million of 6.50% Senior Notes due March 1, 2027 (the "Senior Notes due 2027"). Interest on the Senior Notes due 2027 is payable semi-annually commencing on September 1, 2019. Our obligations under the Senior Notes due 2027 are guaranteed by our U.S. subsidiaries that guarantee the 2019 Credit Agreement, aswhich is described above. The Senior Notes due 2027 are governed by an Indenture that contains various covenants. Certain of these covenants will be suspended if the Senior Notes due 2027 achieve investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s Global Ratings and no default or event of default has occurred and is continuing. As of January 31, ~~2020,~~2021, we were in compliance with these covenants.

~~See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information.~~

Senior Notes due 2021

Our Luxembourg subsidiary has issued €200.0 million of 7.375% Senior Notes due July 15, 2021 (the "Senior Notes due 2021"). Interest on the Senior Notes due 2021 is payable semi-annually. The Senior Notes due 2021 are guaranteed on a senior basis by Greif, Inc. The Senior Notes due 2021 are governed by an Indenture that contains various covenants. As of January 31, ~~2020,~~2021, we were in compliance with these covenants. As described above under "2019 Credit Agreement," during the first quarter 2021, we entered into the Incremental Term A-3 Loan Agreement with the intent to utilize the proceeds from the Incremental Term A-3 Loan to pay down the Senior Notes due 2021 at maturity.

~~See Note 6~~United States Trade Accounts Receivable Credit Facility

On September 24, 2020, we amended and restated the existing receivable financing facility in the United States to establish a $250.0 million United States Trade Accounts Receivables Credit Facility (the "U.S. Receivables Facility") with several financial institutions. The U.S. Receivables Facility matures on September 24, 2021. As of January 31, 2021, $224.1 million was outstanding under the ~~Interim Condensed Consolidated Financial Statements included~~U.S. Receivable Facility. This obligation is reported in ~~Item 1~~'Long-term debt' on the interim condensed consolidated balance sheets because we intend to refinance this obligation on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.

We may terminate the U.S. Receivables Facility at any time upon five days prior written notice. The U.S. Receivables Facility is secured by certain of ~~Part I~~our United States trade accounts receivables and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) or an applicable base rate, plus a margin, or a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of ~~this Form 10-Q~~the U.S. Receivables Facility. The U.S. Receivables Facility also contains events of default and covenants, which are substantially the same as the covenants under the 2019 Credit Agreement, as defined below. As of January 31, 2021, we were in compliance with these covenants. Proceeds of the U.S. Receivables Facility are available for ~~additional information.~~working capital and general corporate purposes.

International Trade Accounts Receivable Credit Facilities

On April 17, 2020, Cooperage Receivables Finance B.V. and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc., amended and restated the Nieuw Amsterdam Receivables Financing Agreement (the "European RFA"). The European RFA provides an accounts receivable financing facility of up to €100.0 million ($121.1 million as of January 31, 2021) secured by certain European accounts receivable. The $81.3 million outstanding on the European RFA as of January 31, 2021 is reported as 'Long-term debt' on the interim condensed consolidated balance sheets because we intend to

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refinance these obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.

Interest Rate Derivatives

We have various borrowing facilities which charge interest based on the ~~one month~~one-month U.S. dollar LIBOR rate plus an interest spread. ~~During the first quarter of~~

In 2020, we ~~did not enter~~entered into ~~any~~four forward starting interest rate ~~swaps.~~swaps with a total notional amount of $200.0 million effective July 15, 2021, maturing on July 15, 2029. We receive variable rate interest payments based upon one-month U.S. dollar LIBOR, and in return we are obligated to pay interest at a weighted-average interest rate of 0.90% plus a spread.

In 2019, we entered into six interest rate swaps with a total notional amount of $1,300.0 million that amortize to $200.0 million over a ~~five year term.~~five-year term, maturing on March 11, 2024. The outstanding notional amount as of January 31, ~~2020~~2021 is ~~$1,000.0~~$600.0 million. We receive variable rate interest payments based upon ~~one month~~one-month U.S. dollar LIBOR, and in return we are obligated to pay interest at a weighted-average interest rate of 2.49%.

In 2017, we entered into an interest rate swap with a notional amount of $300.0 million, ~~and~~maturing on February 1, 2022. We received variable rate interest payments based upon ~~one month~~one-month U.S. dollar LIBOR, and in return we are obligated to pay interest at a fixed rate of 1.19% plus an interest spread.

These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transactions and in the same period during which the hedged transaction affects earnings.

~~See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information.~~

Foreign Exchange Hedges

We conduct business in international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations. Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows.

As of January 31, ~~2020,~~2021, and October 31, ~~2019,~~2020, we had outstanding foreign currency forward contracts in the notional amount of ~~$173.4~~$294.9 million, and ~~$275.0~~$268.6 million, respectively.

~~See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information.~~

Cross Currency Swap

We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. On March 6, 2018, we entered into a cross currency interest rate swap agreement that synthetically swaps $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.35%. The agreement is designated as a net investment hedge for accounting purposes and will mature on March 6, 2023. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the interim condensed consolidated statements of income.

~~See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1~~

Table of ~~Part I of this Form 10-Q for additional information.~~Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There ~~has not~~have been ano significant ~~change~~changes in the quantitative and qualitative disclosures about our market risk from the disclosures contained in the ~~2019~~2020 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Changes in Internal Control Over Financial Reporting

~~During~~There has been no change in our internal control over financial reporting that occurred during the ~~first~~most recent fiscal quarter ~~of 2020, we implemented new processes and~~that has materially affected, or is reasonably likely to materially affect, our internal ~~controls related to the adoption of ASC 842~~ ~~Leases~~ ~~to ensure ongoing adherence to the new guidance.~~control over financial reporting.

Disclosure Controls and Procedures

With the participation of our principal executive officer and principal financial officer, our management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report. The scope of their evaluation of the effectiveness of our disclosure controls and procedures does not include any disclosure controls or procedures of Caraustar or Tholu, which were acquired in February 2019 and June 2019, respectively. These acquisitions constituted 26% of total assets and approximately 27% of revenue, included in our interim condensed consolidated financial statements as of and for the quarter ended January 31, 2020. See Note 2 to the Interim Condensed Consolidated Financial Statements included in Item 1 of Part I of this Form 10-Q for additional information. This exclusion is in accordance with the Securities and Exchange Commission's general guidance that a recently acquired business may be omitted from the scope of the assessment following the acquisition. Based upon that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this report:

•Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission;

•Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure; and

•Our disclosure controls and procedures are effective.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

~~Public Health Epidemics~~

As a result of our global operations, we are subject to risks that include the impact of public health epidemics affecting countries or regions in which we have operations or do business, such as the coronavirus first identified in China. Such public health epidemics, if sustained, could impact our employees, customers, supply chain and production in affected regions. Additionally, a prolonged widespread epidemic could adversely impact global economies and financial markets resulting in an economic downturn that may impact demand for our products. Such impacts could adversely affect our profitability, cash flows and financial results. At this point, the extent to which the coronavirus may impact our financial results is uncertain.

There have been no ~~other~~ material changes in our risk factors from those disclosed in the ~~2019~~2020 Form 10-K under Part I, Item 1A –– Risk Factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 6. EXHIBITS

(a.) Exhibits


Exhibit No.		Description of Exhibit

~~Exhibit No.~~	~~Description of Exhibit~~

31.1	Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.

31.2		Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.

32.1		Certification of Chief Executive Officer required by Rule 13a —14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.2		Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

~~101~~ 10.1		Amendment No. 2 to Third Amended and Restated Transfer and Administration Agreement

101		The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended January 31, ~~2020,~~2021, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income and Comprehensive Income (Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flow and (iv) Notes to Condensed Consolidated Financial Statements.

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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 thereto duly authorized.


			GREIF, INC.
			(Registrant)

		~~GREIF, INC.~~
	~~(Registrant)~~

Date: February ~~28, 2020~~26, 2021		/s/ Lawrence A. Hilsheimer
			Lawrence A. Hilsheimer,
			Executive Vice President and Chief Financial Officer


	Three Months Ended January 31,							Three Months Ended January 31,
(in millions)	2020			2019			(in millions)	2021		2020
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	36.1		$	35.8		Net income	$	30.9	$	36.1
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	61.3			31.3			Depreciation, depletion and amortization	59.3		61.3
Non-cash asset impairment charges	0.1			2.1			Non-cash asset impairment charges	1.3		0.1
Non-cash pension settlement income	(0.1		)	—
Gain on disposals of properties, plants and equipment, net	(0.5		)	(0.9		)
Unrealized foreign exchange (gain) loss	0.5			0.5
Deferred income tax benefit (expense)	(7.0		)	(4.3		)
Transition tax (benefit) expense	—			2.3
Amortization of operating lease assets	14.9			—
Non-cash pension settlement charges (income)							Non-cash pension settlement charges (income)	8.5		(0.1)
Loss (gain) on disposals of properties, plants and equipment, net							Loss (gain) on disposals of properties, plants and equipment, net	1.6		(0.5)
Gain on disposals of businesses, net							Gain on disposals of businesses, net	(0.1)		0

Deferred income tax benefit							Deferred income tax benefit	(1.9)		(7.0)

Non-cash lease expense							Non-cash lease expense	14.4		14.9
Other, net	(0.3		)	—			Other, net	1.9		0.2
Increase (decrease) in cash from changes in certain assets and liabilities:							Increase (decrease) in cash from changes in certain assets and liabilities:
Trade accounts receivable	21.5			12.6			Trade accounts receivable	(30.8)		21.5
Inventories	(17.0		)	(35.2		)	Inventories	(35.5)		(17.0)
Deferred purchase price on sold receivables	—			(6.9		)

Accounts payable	(32.2		)	(22.9		)	Accounts payable	13.7		(32.2)
Restructuring reserves	(1.5		)	(0.9		)	Restructuring reserves	(2.4)		(1.5)
Operating leases							Operating leases	(9.9)		0
Pension and post-retirement benefit liabilities	(6.1		)	(0.7		)	Pension and post-retirement benefit liabilities	(6.1)		(6.1)
Other, net	(50.2		)	(22.4		)	Other, net	(33.4)		(50.2)
Net cash provided by (used in) operating activities	19.5			(9.6		)
Net cash provided by operating activities							Net cash provided by operating activities	11.5		19.5
Cash flows from investing activities:							Cash flows from investing activities:

Purchases of properties, plants and equipment	(37.5		)	(26.0		)	Purchases of properties, plants and equipment	(27.4)		(37.5)
Purchases of and investments in timber properties	(1.6		)	(0.9		)	Purchases of and investments in timber properties	(1.0)		(1.6)
Proceeds from the sale of properties, plants, equipment and other assets	1.5			1.5
Proceeds from the sale of businesses	—			0.8
Proceeds from insurance recoveries	—			0.2
Net cash used in investing activities	(37.6		)	(24.4		)

Collections of receivables held in special purpose entities							Collections of receivables held in special purpose entities	50.9		0
Payments for issuance of loans receivable							Payments for issuance of loans receivable	(15.0)		0

Other							Other	(3.3)		1.5
Net cash provided by (used in) investing activities							Net cash provided by (used in) investing activities	4.2		(37.6)
Cash flows from financing activities:							Cash flows from financing activities:
Proceeds from issuance of long-term debt	429.0			349.6			Proceeds from issuance of long-term debt	384.5		429.0
Payments on long-term debt	(311.4		)	(267.6		)	Payments on long-term debt	(353.5)		(311.4)
Payments on current portion of long-term debt	(0.1		)	—

Proceeds (payments) on short-term borrowings, net	(3.6		)	0.9			Proceeds (payments) on short-term borrowings, net	16.8		(3.7)

Proceeds from trade accounts receivable credit facility	2.5			11.5			Proceeds from trade accounts receivable credit facility	11.2		2.5
Payments on trade accounts receivable credit facility	(57.9		)	(33.4		)	Payments on trade accounts receivable credit facility	(18.3)		(57.9)
Payments for liabilities held in special purpose entities							Payments for liabilities held in special purpose entities	(43.3)		0

Dividends paid to Greif, Inc. shareholders	(25.9		)	(25.7		)	Dividends paid to Greif, Inc. shareholders	(25.9)		(25.9)
Dividends paid to noncontrolling interests	(0.8		)	(0.4		)	Dividends paid to noncontrolling interests	(1.5)		(0.8)
Purchases of redeemable noncontrolling interest	—			(11.9		)

Net cash provided by (used in) financing activities	31.8			23.0			Net cash provided by (used in) financing activities	(30.0)		31.8
Reclassification of cash to assets held for sale	—			(0.4		)

Effects of exchange rates on cash	(0.2		)	1.7			Effects of exchange rates on cash	9.8		(0.2)
Net increase (decrease) in cash and cash equivalents	13.5			(9.7		)	Net increase (decrease) in cash and cash equivalents	(4.5)		13.5
Cash and cash equivalents at beginning of period	77.3			94.2			Cash and cash equivalents at beginning of period	105.9		77.3
Cash and cash equivalents at end of period	$	90.8		$	84.5		Cash and cash equivalents at end of period	$	101.4	$	90.8



(in millions)	Amounts Recognized as of the Acquisition Date			Measurement Period Adjustments (1)			Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration	$	1,834.9		$	—		$	1,834.9

Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	147.0		$	—		$	147.0
Inventories	103.9			(4.4		)	99.5
Prepaid and other current assets	21.5			(9.3		)	12.2
Intangibles	717.1			8.4			725.5
Other long-term assets	1.3			5.1			6.4
Properties, plants and equipment	521.3			(18.4		)	502.9
Total assets acquired	1,512.1			(18.6		)	1,493.5

Accounts payable	(99.5		)	—			(99.5		)
Accrued payroll and employee benefits	(42.9		)	(6.4		)	(49.3		)
Other current liabilities	(21.8		)	4.5			(17.3		)
Long-term deferred tax liability	(185.7		)	46.9			(138.8		)
Pension and postretirement obligations	(67.1		)	—			(67.1		)
Other long-term liabilities	(12.7		)	(7.3		)	(20.0		)
Total liabilities assumed	(429.7		)	37.7			(392.0		)
Total identifiable net assets	$	1,082.4		$	19.1		$	1,101.5
Goodwill	$	752.5		$	(19.1	)	$	733.4



(in millions)	Current Preliminary Purchase Price Allocation		Weighted Average Estimated Useful Life
Customer relationships	$	708.0	15.0
Trademarks	15.0		3.0
Other	2.5		4.6
Total intangible assets	$	725.5



(in millions)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
January 31, 2020:
Indefinite lived:
Trademarks and patents	$	13.1	$	—	$	13.1
Definite lived:
Customer relationships	887.4		162.1		725.3
Trademarks, patents and trade names	26.9		10.6		16.3
Non-compete agreements	2.2		1.2		1.0
Other	21.8		18.6		3.2
Total	$	951.4	$	192.5	$	758.9



(in millions)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
October 31, 2019:
Indefinite lived:
Trademarks and patents	$	13.1	$	—	$	13.1
Definite lived:
Customer relationships	890.6		150.3		740.3
Trademarks and patents	27.0		9.3		17.7
Non-compete agreements	2.3		0.7		1.6
Other	21.9		18.1		3.8
Total	$	954.9	$	178.4	$	776.5


	Three Months Ended January 31, 2021
	Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity
(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2020	48,450	$	170.2	28,392	$	(134.4)	$	1,543.9	$	(427.5)	$	1,152.2	$	48.5	$	1,200.7
Net income							23.4				23.4		7.5		30.9
Other comprehensive income:
Foreign currency translation									25.0		25.0		2.6		27.6
Derivative financial instruments, net of $0.6 million of income tax expense									1.9		1.9				1.9
Minimum pension liability adjustment, net of $7.4 million income tax expense									22.7		22.7				22.7
Comprehensive income				.							73.0				83.1
Current period mark to redemption value of redeemable noncontrolling interest							0.6				0.6				0.6
Net income allocated to redeemable noncontrolling interests											—		(0.3)		(0.3)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.65 per Class A share and Class B share, respectively)							(25.9)				(25.9)				(25.9)
Dividends paid to noncontrolling interests and other											—		(1.0)		(1.0)
Long-term Incentive shares issued	80	3.9		(80)	0.2						4.1				4.1
Share based compensation	—	1.2		—	—						1.2				1.2
Restricted stock, executive	3	0.1		(3)	—						0.1				0.1
As of January 31, 2021	48,533	$	175.4	28,309	$	(134.2)	$	1,542.0	$	(377.9)	$	1,205.3	$	57.3	$	1,262.6


	Three Months Ended January 31, 2020
	Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity
(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2019	48,266	$	162.6	28,576	$	(134.8)	$	1,539.0	$	(433.7)	$	1,133.1	$	58.0	$	1,191.1
Net income							32.3				32.3		3.8		36.1
Other comprehensive income (loss):
Foreign currency translation									(1.1)		(1.1)		(2.0)		(3.1)
Derivative financial instruments, net of immaterial income tax expense									0.2		0.2				0.2
Minimum pension liability adjustment, net of $7.5 million income tax expense									21.7		21.7				21.7
Comprehensive income											53.1				54.9
Current period mark to redemption value of redeemable noncontrolling interest							3.3				3.3				3.3
Net income allocated to redeemable noncontrolling interests											—		(0.1)		(0.1)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.65 per Class A share and Class B share, respectively)							(25.9)				(25.9)				(25.9)
Dividends paid to noncontrolling interests											—		(0.8)		(0.8)
Restricted stock, directors	3	0.1		(3)	0.1						0.2				0.2
As of January 31, 2020	48,269	$	162.7	28,573	$	(134.7)	$	1,548.7	$	(412.9)	$	1,163.8	$	58.9	$	1,222.7



(in millions)	Amounts Recognized as of the Acquisition Date			Measurement Period Adjustments (2)			Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration	$	25.1		$	—		$	25.1
Deferred payments	29.2			—			29.2
Cash received	(2.1		)	$	—		(2.1		)
Total consideration	$	52.2		$	—		$	52.2

Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	7.3		$	—		$	7.3
Inventories	3.0			0.4			3.4
Intangibles	24.1			—			24.1
Properties, plants and equipment	6.4			—			6.4
Other assets	1.2			—			1.2
Total assets acquired	42.0			0.4			42.4

Accounts payable	(4.0		)	—			(4.0		)
Capital lease obligations	(1.7		)	—			(1.7		)
Long-term deferred tax liability	(5.4		)	(0.4		)	(5.8		)
Other liabilities	(1.0		)	—			(1.0		)
Total liabilities assumed	(12.1		)	(0.4		)	(12.5		)
Total identifiable net assets	$	29.9		$	—		$	29.9
Goodwill	$	22.3		$	—		$	22.3



(in millions)	Preliminary Fair Value		Weighted Average Estimated Useful Life
Customer relationships	$	21.9	15.0
Trademarks	1.2		9.0
Other	1.0		2.0
Total intangible assets	$	24.1



(in millions)	Rigid Industrial Packaging & Services			Paper Packaging & Services		Total
Balance at October 31, 2019	$	731.7		$	786.1	$	1,517.8
Goodwill adjustments	—			6.8		6.8
Currency translation	(2.5		)	—		(2.5		)
Balance at January 31, 2020	$	729.2		$	792.9	$	1,522.1


(in millions)	Employee Separation Costs		Other Costs		Total
Balance at October 31, 2020	$	17.9	$	3.7	$	21.6
Costs incurred and charged to expense	1.5		1.6		3.1
Costs paid or otherwise settled	(3.5)		(1.8)		(5.3)
Balance at January 31, 2021	$	15.9	$	3.5	$	19.4


(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the three months ended January 31, 2021		Amounts Remaining to be Incurred
Global Industrial Packaging
Employee separation costs	$	14.8	$	1.5	$	13.3
Other restructuring costs	5.7		1.3		4.4
	20.5		2.8		17.7
Paper Packaging & Services

Other restructuring costs	5.1		0.3		4.8
	5.1		0.3		4.8




	$	25.6	$	3.1	$	22.5


(in millions)	January 31, 2021		October 31, 2020
2019 Credit Agreement - Term Loans	$	1,365.8	$	1,429.8
Senior Notes due 2027	495.3		495.1
Senior Notes due 2021	242.1		234.8
Accounts receivable credit facilities	305.4		310.0
2019 Credit Agreement - Revolving Credit Facility	96.7		0

	2,505.3		2,469.7
Less: current portion	133.6		123.1
Less: deferred financing costs	12.1		11.1
Long-term debt, net	$	2,359.6	$	2,335.5



(in millions)	January 31, 2020		October 31, 2019
2019 Credit Agreement - Term Loans	$	1,591.3	$	1,612.2
Senior Notes due 2027	494.5		494.3
Senior Notes due 2021	219.7		221.7
Accounts receivable credit facilities	295.4		351.6
2019 Credit Agreement - Revolving Credit Facility	214.6		76.1
Other debt	0.4		0.4
	2,815.9		2,756.3
Less: current portion	83.8		83.7
Less: deferred financing costs	13.1		13.6
Long-term debt, net	$	2,719.0	$	2,659.0


	January 31, 2021
	Fair Value Measurement
(in millions)	Level 1		Level 2		Level 3		Total		Balance Sheet Location
Interest rate derivatives	$	0	$	1.4	$	0	$	1.4	Other current assets
Interest rate derivatives	0		(32.6)		0		(32.6)		Other current liabilities and other long-term liabilities
Foreign exchange hedges	0		1.5		0		1.5		Other current assets
Foreign exchange hedges	0		(2.1)		0		(2.1)		Other current liabilities
Insurance annuity	0		0		22.0		22.0		Other long-term assets
Cross currency swap	0		4.6		0		4.6		Other current assets and other long-term assets

Total	$	0	$	(27.2)	$	22.0	$	(5.2)



	Quantitative Information about Level 3 Fair Value Measurements
(in millions)	Fair Value of Impairment		Valuation Technique	Unobservable Input	Range of Input Values
January 31, 2020
Impairment of Long Lived Assets	$	0.1	Sales Value	Sales Value	N/A
Total	$	0.1

January 31, 2019
Impairment of Net Assets Held for Sale	$	2.1	Indicative Bids	Indicative Bids	N/A
Total	$	2.1


	*Diluted Class B EPS calculation is identical to Basic Class B calculation


	Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares
January 31, 2021
Class A Common Stock	128,000,000	42,281,920	26,525,238	15,756,682
Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275

October 31, 2020
Class A Common Stock	128,000,000	42,281,920	26,441,986	15,839,934
Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275



(in millions)	Balance Sheet Classification	January 31, 2020
Lease Assets
Operating lease assets	Operating lease assets	$	327.2
Finance lease assets	Other long-term assets	5.2
Total lease assets		$	332.4

Lease Liabilities
Current operating lease liabilities	Current portion of operating lease liabilities	$	60.3
Current finance lease liabilities	Other current liabilities	1.8
Total current lease liabilities		62.1

Non-current operating lease liabilities	Operating lease liabilities	271.4
Non-current finance lease liabilities	Other long-term liabilities	3.4
Total non-current lease liabilities		274.8
Total lease liabilities		$	336.9


				Three Months Ended January 31,
(in millions)	Three Months Ended January 31, 2020		(in millions)	2021		2020
Operating lease cost	$	17.2	Operating lease cost	$	17.3	$	17.2
Finance lease cost	0.2
Variable lease cost^*	6.2
Other lease cost*			Other lease cost*	5.7		6.4
Total lease cost	$	23.6	Total lease cost	$	23.0	$	23.6



(in millions)	Operating Leases			Finance Leases			Total expected payments
2020	$	66.9		$	1.4		$	68.3
2021	60.2			1.4			61.6
2022	51.7			1.1			52.8
2023	43.0			0.8			43.8
2024	33.9			0.5			34.4
Thereafter	133.7			0.3			134.0
Total lease payments	$	389.4		$	5.5		$	394.9
Less: Interest	(57.7		)	(0.3		)	(58.0		)
Lease liabilities	$	331.7		$	5.2		$	336.9



~~Weighted-average remaining lease term (years):~~
~~Operating leases~~	~~10.4~~
~~Finance leases~~	~~4.2~~
~~Weighted-average discount rate:~~
~~Operating leases~~	~~3.39~~	%
~~Finance leases~~	~~3.45~~	%



(in millions)	January 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	17.1
Financing cash flows used for finance leases	0.4
Leased assets obtained in exchange for new operating lease liabilities	28.7
Leased assets obtained in exchange for new finance lease liabilities	—



	Year Ended October 31,
(in millions)	2019		2018		2017
Rent Expense	$	86.2	$	47.1	$	41.0



(in millions)	Operating Leases		Capital Leases
Year(s):
2020	$	64.8	$	1.8
2021	57.0		1.6
2022	48.7		1.3
2023	40.1		1.0
2024	31.6		0.6
Thereafter	117.5		0.3
Total	$	359.7	$	6.6


(in millions)	Foreign Currency Translation		Derivative Financial Instruments		Minimum Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2020	$	(294.9)	$	(24.7)	$	(107.9)	$	(427.5)
Other Comprehensive Income	25.0		1.9		22.7		49.6
Balance as of January 31, 2021	$	(269.9)	$	(22.8)	$	(85.2)	$	(377.9)



	Three-Months Ended January 31, 2020
	Capital Stock			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Greif, Inc. Equity			Non controlling interests			Total Equity
	Common Shares	Amount		Treasury Shares		Amount
As of October 31, 2019	48,266	$	162.6	28,576		$	(134.8	)	$	1,539.0		$	(433.7	)	$	1,133.1		$	58.0		$	1,191.1
Net income									32.3						32.3			3.8			36.1
Other comprehensive income (loss):
Foreign currency translation												(1.1		)	(1.1		)	(2.0		)	(3.1		)
Derivative financial instruments, net of immaterial income tax expense												0.2			0.2						0.2
Minimum pension liability adjustment, net of $7.5 million of income tax expense												21.7			21.7						21.7
Comprehensive income				.											53.1						54.9
Current period mark to redemption value of redeemable noncontrolling interest									3.3						3.3						3.3
Net income allocated to redeemable noncontrolling interests															—			(0.1		)	(0.1		)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.65 per Class A share and Class B share, respectively)									(25.9		)				(25.9		)				(25.9		)
Dividends paid to noncontrolling interests and other															—			(0.8		)	(0.8		)
Restricted stock, executive	3	0.1		(3	)	0.1									0.2						0.2
As of January 31, 2020	48,269	$	162.7	28,573		$	(134.7	)	$	1,548.7		$	(412.9	)	$	1,163.8		$	58.9		$	1,222.7



	Three-Month Period Ended January 31, 2019
	Capital Stock			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Greif, Inc. Equity			Non controlling interests			Total Equity
	Common Shares	Amount		Treasury Shares		Amount
As of October 31, 2018	47,949	$	150.5	28,893		$	(135.4	)	$	1,469.8		$	(377.1	)	$	1,107.8		$	46.4		$	1,154.2
Net income									29.7						29.7			6.1			35.8
Other comprehensive income (loss):
Foreign currency translation												4.2			4.2			1.0			5.2
Derivative financial instruments, net of income tax benefit of $1.9 million												(5.7		)	(5.7		)				(5.7		)
Minimum pension liability adjustment, net of immaterial income tax												(0.8		)	(0.8		)				(0.8		)
Comprehensive income															27.4						34.5
Adoption of ASU 2016-16									(2.1		)				(2.1		)				(2.1		)
Current period mark to redemption value of redeemable noncontrolling interest									0.2						0.2						0.2
Net income allocated to redeemable noncontrolling interests															—			(0.8		)	(0.8		)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.65 per Class A share and Class B share, respectively)									(25.7		)				(25.7		)				(25.7		)
Dividends paid to noncontrolling interests															—			(0.4		)	(0.4		)
Long-term incentive shares issued	292	11.0		(292	)	0.6									11.6						11.6
As of January 31, 2019	48,241	$	161.5	28,601		$	(134.8	)	$	1,471.9		$	(379.4	)	$	1,119.2		$	52.3		$	1,171.5


(in millions)	Foreign Currency Translation		Derivative Financial Instruments		Minimum Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2019	$	(298.0)	$	(12.7)	$	(123.0)	$	(433.7)
Other Comprehensive Income (Loss)	(1.1)		0.2		21.7		20.8
Balance as of January 31, 2020	$	(299.1)	$	(12.5)	$	(101.3)	$	(412.9)



(in millions)	Foreign Currency Translation			Interest Rate Derivative			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2018	$	(292.8	)	$	13.4		$	(97.7	)	$	(377.1	)
Other Comprehensive Income (Loss)	4.2			(5.7		)	(0.8		)	(2.3		)
Balance as of January 31, 2019	$	(288.6	)	$	7.7		$	(98.5	)	$	(379.4	)



	Three Months Ended January 31, 2019
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Rigid Industrial Packaging & Services	$	225.4	$	251.9	$	120.6	$	597.9
Paper Packaging & Services	217.3		—		—		217.3
Flexible Products & Services	8.2		59.2		7.7		75.1
Land Management	6.7		—		—		6.7
Total net sales	$	457.6	$	311.1	$	128.3	$	897.0



(in millions)	Mandatorily Redeemable Noncontrolling Interest
Balance as of October 31, 2019	$	8.4
Current period mark to redemption value	—
Balance as of January 31, 2020	$	8.4



(in millions)	Redeemable Noncontrolling Interest
Balance as of October 31, 2019	$	21.3
Current period mark to redemption value	(3.3		)
Redeemable noncontrolling interest share of income and other	0.1
Dividends to redeemable noncontrolling interest and other	(0.3		)
Balance as of January 31, 2020	$	17.8