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 April 30, ~~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.

(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.)


425 Winter Road	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

☐

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 June ~~1, 2020:~~4, 2021:


Class A Common Stock			~~26,441,986~~26,550,924 shares
Class B Common Stock			22,007,725 shares

Table of Contents


Item	Item		Page	Item		Page
		Part I. Financial Information			Part I. Financial Information
1	1	Financial Statements	4	1	Financial Statements	4
					Condensed Consolidated Statements of Income for the Three and Six Months Ended April 3 0 , 2021 and 2020 (Unaudited)	4
		Condensed Consolidated Statements of Income for the Three and Six Months Ended April 30 , 2020 and 2019 (Unaudited)	4		Condensed Consolidated Statements of Comprehensive Income (L oss) for the Three and Six Months Ended April 3 0 , 2021 and 2020 (Unaudited)	5
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended April 30 , 2020 and 2019 (Unaudited)	5		Condensed Consolidated Balance Sheets at April 3 0 , 2021 (Unaudited) and October 31, 2020	6
		Condensed Consolidated Balance Sheets at April 30 , 2020 (Unaudited) and October 31, 2019	6		Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 3 0 , 2021 and 2020 (Unaudited)	8
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 30 , 2020 and 2019 (Unaudited)	8		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended April 3 0 , 2021 and 2020 (Unaudited)	9
		Notes to Condensed Consolidated Financial Statements (Unaudited)	9		Notes to Condensed Consolidated Financial Statements (Unaudited)	11
2	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
3	3	Quantitative and Qualitative Disclosures About Market Risk	57	3	Quantitative and Qualitative Disclosures About Market Risk	44
4	4	Controls and Procedures	57	4	Controls and Procedures	44

		Part II. Other Information			Part II. Other Information
1A	1A	Risk Factors	58	1A	Risk Factors	45
2	2	Unregistered Sales of Equity Securities and Use of Proceeds	59	2	Unregistered Sales of Equity Securities and Use of Proceeds	45
5		Other Information	59
6	6	Exhibits	60	6	Exhibits	45
		Signatures	61		Signatures	46

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 April 30,						Six Months Ended April 30,							Three Months Ended April 30,				Six Months Ended April 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2020		2019		2020		2019		(in millions, except per share amounts)	2021		2020		2021		2020
Net sales	Net sales	$	1,158.3	$	1,213.3	$	2,270.7	$	2,110.3	Net sales	$	1,340.6	$	1,158.3	$	2,487.1	$	2,270.7
Cost of products sold	Cost of products sold	917.6		964.6		1,807.4		1,688.8		Cost of products sold	1,074.7		917.6		2,009.0		1,807.4
Gross profit	Gross profit	240.7		248.7		463.3		421.5		Gross profit	265.9		240.7		478.1		463.3
Selling, general and administrative expenses	Selling, general and administrative expenses	121.1		140.0		256.5		238.1		Selling, general and administrative expenses	146.8		121.1		281.1		256.5
Restructuring charges	Restructuring charges	4.4		7.5		7.7		11.2		Restructuring charges	12.0		4.4		15.1		7.7
Timberland gains										Timberland gains	(95.7)		0		(95.7)		0
Acquisition and integration related costs	Acquisition and integration related costs	4.8		13.8		9.9		16.4		Acquisition and integration related costs	1.8		4.8		3.8		9.9
Non-cash asset impairment charges	Non-cash asset impairment charges	1.3		—		1.4		2.1		Non-cash asset impairment charges	0.2		1.3		1.5		1.4
Gain on disposal of properties, plants and equipment, net		(1.3)		(4.9)		(1.8)		(5.8)
Loss (gain) on disposal of properties, plants and equipment, net										Loss (gain) on disposal of properties, plants and equipment, net	0.1		(1.3)		1.7		(1.8)
Loss on disposal of businesses, net	Loss on disposal of businesses, net	38.4		1.7		38.4		1.7		Loss on disposal of businesses, net	0.1		38.4		0		38.4
Operating profit	Operating profit	72.0		90.6		151.2		157.8		Operating profit	200.6		72.0		270.6		151.2
Interest expense, net	Interest expense, net	29.3		33.9		60.0		45.6		Interest expense, net	26.7		29.3		51.9		60.0
Debt extinguishment charges		—		21.9		—		21.9
Non-cash pension settlement income		—		—		(0.1)		—

Non-cash pension settlement charges (income)										Non-cash pension settlement charges (income)	0.1		0		8.6		(0.1)
Other expense, net	Other expense, net	1.1		2.3		2.4		2.1		Other expense, net	2.8		1.1		2.8		2.4
Income before income tax expense and equity earnings of unconsolidated affiliates, net	Income before income tax expense and equity earnings of unconsolidated affiliates, net	41.6		32.5		88.9		88.2		Income before income tax expense and equity earnings of unconsolidated affiliates, net	171.0		41.6		207.3		88.9
Income tax expense	Income tax expense	26.5		11.5		37.9		31.5		Income tax expense	17.3		26.5		23.4		37.9
Equity earnings of unconsolidated affiliates, net of tax	Equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)		(0.9)		(0.2)		Equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)		(1.0)		(0.9)
Net income	Net income	15.8		21.1		51.9		56.9		Net income	154.0		15.8		184.9		51.9
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(4.4)		(7.5)		(8.2)		(13.6)		Net income attributable to noncontrolling interests	(4.2)		(4.4)		(11.7)		(8.2)
Net income attributable to Greif, Inc.	Net income attributable to Greif, Inc.	$	11.4	$	13.6	$	43.7	$	43.3	Net income attributable to Greif, Inc.	$	149.8	$	11.4	$	173.2	$	43.7
Basic earnings per share attributable to Greif, Inc. common shareholders:	Basic earnings per share attributable to Greif, Inc. common shareholders:									Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	Class A common stock	$	0.19	$	0.23	$	0.74	$	0.74	Class A common stock	$	2.51	$	0.19	$	2.91	$	0.74
Class B common stock	Class B common stock	$	0.29	$	0.34	$	1.10	$	1.09	Class B common stock	$	3.77	$	0.29	$	4.36	$	1.10
Diluted earnings per share attributable to Greif, Inc. common shareholders:	Diluted earnings per share attributable to Greif, Inc. common shareholders:									Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	Class A common stock	$	0.19	$	0.23	$	0.74	$	0.74	Class A common stock	$	2.51	$	0.19	$	2.91	$	0.74
Class B common stock	Class B common stock	$	0.29	$	0.34	$	1.10	$	1.09	Class B common stock	$	3.77	$	0.29	$	4.36	$	1.10
Weighted-average number of Class A common shares outstanding:	Weighted-average number of Class A common shares outstanding:									Weighted-average number of Class A common shares outstanding:
Basic	Basic	26.4		26.3		26.3		26.1		Basic	26.5		26.4		26.5		26.3
Diluted	Diluted	26.4		26.3		26.3		26.1		Diluted	26.7		26.4		26.6		26.3
Weighted-average number of Class B common shares outstanding:	Weighted-average number of Class B common shares outstanding:									Weighted-average number of Class B common shares outstanding:
Basic	Basic	22.0		22.0		22.0		22.0		Basic	22.0		22.0		22.0		22.0
Diluted	Diluted	22.0		22.0		22.0		22.0		Diluted	22.0		22.0		22.0		22.0
Cash dividends declared per common share:	Cash dividends declared per common share:									Cash dividends declared per common share:
Class A common stock	Class A common stock	$	0.44	$	0.44	$	0.88	$	0.88	Class A common stock	$	0.44	$	0.44	$	0.88	$	0.88
Class B common stock	Class B common stock	$	0.66	$	0.66	$	1.31	$	1.31	Class B common stock	$	0.66	$	0.66	$	1.31	$	1.31

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 April 30,						Six Months Ended April 30,							Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2020		2019		2020		2019		(in millions)	2021		2020		2021		2020
Net income	Net income	$	15.8	$	21.1	$	51.9	$	56.9	Net income	$	154.0	$	15.8	$	184.9	$	51.9
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:									Other comprehensive income (loss), net of tax:
Foreign currency translation	Foreign currency translation	(52.3)		(14.7)		(55.4)		(9.5)		Foreign currency translation	6.6		(52.3)		34.2		(55.4)
Derivative financial instruments	Derivative financial instruments	(23.1)		(10.0)		(22.9)		(15.7)		Derivative financial instruments	9.5		(23.1)		11.4		(22.9)
Minimum pension liabilities	Minimum pension liabilities	1.3		0.7		23.0		(0.1)		Minimum pension liabilities	24.4		1.3		47.1		23.0
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax	(74.1)		(24.0)		(55.3)		(25.3)		Other comprehensive income (loss), net of tax	40.5		(74.1)		92.7		(55.3)
Comprehensive income (loss)	Comprehensive income (loss)	(58.3)		(2.9)		(3.4)		31.6		Comprehensive income (loss)	194.5		(58.3)		277.6		(3.4)
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	0.8		5.5		2.6		12.6		Comprehensive income attributable to noncontrolling interests	2.2		0.8		12.3		2.6
Comprehensive income (loss) attributable to Greif, Inc.	Comprehensive income (loss) attributable to Greif, Inc.	$	(59.1)	$	(8.4)	$	(6.0)	$	19.0	Comprehensive income (loss) attributable to Greif, Inc.	$	192.3	$	(59.1)	$	265.3	$	(6.0)

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	(in millions)	April 30, 2020		October 31, 2019		(in millions)	April 30, 2021		October 31, 2020
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	72.4	$	77.3	Cash and cash equivalents	$	110.4	$	105.9
Trade accounts receivable, less allowance of $8.3 in 2020 and $6.8 in 2019		640.5		664.2
Trade accounts receivable, less allowance of $6.5 in 2021 and $9.4 in 2020						Trade accounts receivable, less allowance of $6.5 in 2021 and $9.4 in 2020	751.1		636.6
Inventories:	Inventories:					Inventories:
Raw materials	Raw materials	241.0		238.4		Raw materials	279.7		208.4
Work-in-process	Work-in-process	6.6		11.3		Work-in-process	1.6		5.4
Finished goods	Finished goods	91.4		108.5		Finished goods	90.6		79.8
Assets held for sale	Assets held for sale	6.2		4.1		Assets held for sale	9.2		57.0
Assets held by special purpose entities	Assets held by special purpose entities	50.9		—		Assets held by special purpose entities	0		50.9
Prepaid expenses	Prepaid expenses	49.8		44.0		Prepaid expenses	58.7		43.0
Other current assets	Other current assets	89.1		101.2		Other current assets	81.4		115.8
		1,247.9		1,249.0			1,382.7		1,302.8
Long-term assets	Long-term assets					Long-term assets
Goodwill	Goodwill	1,474.7		1,517.8		Goodwill	1,531.2		1,518.4
Other intangible assets, net of amortization	Other intangible assets, net of amortization	740.2		776.5		Other intangible assets, net of amortization	683.2		715.3
Deferred tax assets	Deferred tax assets	13.6		15.9		Deferred tax assets	28.0		11.3
Assets held by special purpose entities		—		50.9

Pension asset	Pension asset	35.2		35.4		Pension asset	43.2		29.5
Operating lease assets	Operating lease assets	321.0		—		Operating lease assets	299.7		307.5
Other long-term assets	Other long-term assets	100.3		90.9		Other long-term assets	120.8		99.2
		2,685.0		2,487.4			2,706.1		2,681.2
Properties, plants and equipment	Properties, plants and equipment					Properties, plants and equipment
Timber properties, net of depletion	Timber properties, net of depletion	272.7		272.4		Timber properties, net of depletion	223.3		224.5
Land	Land	165.2		178.0		Land	164.5		162.6
Buildings	Buildings	505.6		531.0		Buildings	539.3		524.7
Machinery and equipment	Machinery and equipment	1,899.5		1,866.2		Machinery and equipment	2,004.8		1,930.6
Capital projects in progress	Capital projects in progress	121.4		170.4		Capital projects in progress	115.7		120.6
		2,964.4		3,018.0			3,047.6		2,963.0
Accumulated depreciation	Accumulated depreciation	(1,368.3)		(1,327.7)		Accumulated depreciation	(1,548.5)		(1,436.1)
		1,596.1		1,690.3			1,499.1		1,526.9
Total assets	Total assets	$	5,529.0	$	5,426.7	Total assets	$	5,587.9	$	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)	(in millions)	April 30, 2020		October 31, 2019		(in millions)	April 30, 2021		October 31, 2020
LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	418.3	$	435.2	Accounts payable	$	579.6	$	450.7
Accrued payroll and employee benefits	Accrued payroll and employee benefits	86.4		142.4		Accrued payroll and employee benefits	118.3		122.3
Restructuring reserves	Restructuring reserves	6.8		11.3		Restructuring reserves	21.6		21.6
Current portion of long-term debt	Current portion of long-term debt	83.8		83.7		Current portion of long-term debt	114.1		123.1
Short-term borrowings	Short-term borrowings	3.4		9.2		Short-term borrowings	44.7		28.4

Liabilities held by special purpose entities	Liabilities held by special purpose entities	43.3		—		Liabilities held by special purpose entities	0		43.3
Current portion of operating lease liabilities	Current portion of operating lease liabilities	53.1		—		Current portion of operating lease liabilities	52.7		52.3

Mandatorily redeemable noncontrolling interests						Mandatorily redeemable noncontrolling interests	5.0		0
Other current liabilities	Other current liabilities	145.4		143.6		Other current liabilities	173.9		158.4
		840.5		825.4			1,109.9		1,000.1
Long-term liabilities	Long-term liabilities					Long-term liabilities
Long-term debt	Long-term debt	2,595.1		2,659.0		Long-term debt	2,154.6		2,335.5
Operating lease liabilities	Operating lease liabilities	270.6		—		Operating lease liabilities	249.6		257.7
Deferred tax liabilities	Deferred tax liabilities	309.6		313.0		Deferred tax liabilities	336.4		339.2
Pension liabilities	Pension liabilities	138.1		177.6		Pension liabilities	83.7		137.7
Postretirement benefit obligations	Postretirement benefit obligations	11.5		12.2		Postretirement benefit obligations	11.4		11.6
Liabilities held by special purpose entities		—		43.3

Contingent liabilities and environmental reserves	Contingent liabilities and environmental reserves	18.6		18.7		Contingent liabilities and environmental reserves	19.5		20.2
Mandatorily redeemable noncontrolling interests	Mandatorily redeemable noncontrolling interests	8.4		8.4		Mandatorily redeemable noncontrolling interests	3.4		8.4
Long-term income tax payable	Long-term income tax payable	27.8		27.8		Long-term income tax payable	27.8		27.8
Other long-term liabilities	Other long-term liabilities	153.6		128.9		Other long-term liabilities	142.6		152.0
		3,533.3		3,388.9			3,029.0		3,290.1
Commitments and contingencies (Note 11)
Redeemable noncontrolling interests (Note 17)		20.0		21.3
Commitments and contingencies (Note 8)						Commitments and contingencies (Note 8)	0		0
Redeemable noncontrolling interests						Redeemable noncontrolling interests	19.3		20.0
Equity	Equity					Equity
Common stock, without par value	Common stock, without par value	169.2		162.6		Common stock, without par value	177.6		170.2
Treasury stock, at cost	Treasury stock, at cost	(134.4)		(134.8)		Treasury stock, at cost	(134.1)		(134.4)
Retained earnings	Retained earnings	1,531.8		1,539.0		Retained earnings	1,666.1		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	Foreign currency translation	(347.8)		(298.0)		Foreign currency translation	(261.3)		(294.9)
Derivative financial instruments	Derivative financial instruments	(35.6)		(12.7)		Derivative financial instruments	(13.3)		(24.7)
Minimum pension liabilities	Minimum pension liabilities	(100.0)		(123.0)		Minimum pension liabilities	(60.8)		(107.9)
Total Greif, Inc. shareholders' equity	Total Greif, Inc. shareholders' equity	1,083.2		1,133.1		Total Greif, Inc. shareholders' equity	1,374.2		1,152.2
Noncontrolling interests	Noncontrolling interests	52.0		58.0		Noncontrolling interests	55.5		48.5
Total shareholders' equity	Total shareholders' equity	1,135.2		1,191.1		Total shareholders' equity	1,429.7		1,200.7
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	5,529.0	$	5,426.7	Total liabilities and shareholders' equity	$	5,587.9	$	5,510.9

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Six Months Ended April 30,							Six Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	51.9	$	56.9	Net income	$	184.9	$	51.9
Adjustments to reconcile net income to net cash provided by operating activities:	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	Depreciation, depletion and amortization	122.5		86.8		Depreciation, depletion and amortization	118.1		122.5
Non-cash asset impairment charges	Non-cash asset impairment charges	1.4		2.1		Non-cash asset impairment charges	1.5		1.4
Non-cash pension settlement income		(0.1)		—
Gain on disposals of properties, plants and equipment, net		(1.8)		(5.8)
Non-cash pension settlement charges (income)						Non-cash pension settlement charges (income)	8.6		(0.1)
Loss (gain) on disposals of properties, plants and equipment, net						Loss (gain) on disposals of properties, plants and equipment, net	1.7		(1.8)
Loss on disposals of businesses, net	Loss on disposals of businesses, net	38.4		1.7		Loss on disposals of businesses, net	0		38.4
Unrealized foreign exchange (gain) loss		(0.8)		1.1
Timberland gains						Timberland gains	(95.7)		0
Unrealized foreign exchange loss (income)						Unrealized foreign exchange loss (income)	0.9		(0.8)
Deferred income tax benefit	Deferred income tax benefit	(0.5)		(11.8)		Deferred income tax benefit	(41.5)		(0.5)
Transition tax expense		—		2.3
Debt extinguishment charges		—		13.9

Non-cash lease expense	Non-cash lease expense	28.6		—		Non-cash lease expense	26.1		28.6
Other, net	Other, net	(0.9)		2.9		Other, net	(0.5)		(0.9)
Increase (decrease) in cash from changes in certain assets and liabilities:	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	Trade accounts receivable	(28.7)		13.3		Trade accounts receivable	(98.4)		(28.7)
Inventories	Inventories	(23.0)		(31.2)		Inventories	(71.4)		(23.0)
Deferred purchase price on sold receivables		—		(6.9)

Accounts payable	Accounts payable	20.2		(25.1)		Accounts payable	125.8		20.2
Restructuring reserves	Restructuring reserves	(4.3)		2.2		Restructuring reserves	(0.2)		(4.3)
Operating leases	Operating leases	(28.1)		—		Operating leases	(29.5)		(28.1)
Pension and post-retirement benefit liabilities	Pension and post-retirement benefit liabilities	(11.7)		(5.8)		Pension and post-retirement benefit liabilities	(11.9)		(11.7)
Other, net	Other, net	(43.8)		(44.0)		Other, net	45.3		(43.8)
Net cash provided by (used in) operating activities		119.3		52.6
Net cash provided by operating activities						Net cash provided by operating activities	163.8		119.3
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisitions of companies, net of cash acquired		—		(1,828.4)

Purchases of properties, plants and equipment	Purchases of properties, plants and equipment	(65.4)		(63.6)		Purchases of properties, plants and equipment	(57.7)		(65.4)
Purchases of and investments in timber properties	Purchases of and investments in timber properties	(2.8)		(2.3)		Purchases of and investments in timber properties	(2.5)		(2.8)
Purchases of equity method investments		(3.6)		—
Proceeds from the sale of properties, plants, equipment and other assets		3.0		10.6

Proceeds from the sale of timberlands						Proceeds from the sale of timberlands	145.1		0
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

Proceeds from the sale of businesses	Proceeds from the sale of businesses	81.6		0.4		Proceeds from the sale of businesses	0		81.6
Proceeds from insurance recoveries		—		0.2
Net cash used in investing activities		12.8		(1,883.1)
Other, net						Other, net	(2.5)		(0.6)
Net cash provided by investing activities						Net cash provided by investing activities	118.3		12.8
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from issuance of long-term debt	Proceeds from issuance of long-term debt	745.4		3,190.0		Proceeds from issuance of long-term debt	744.6		745.4
Payments on long-term debt	Payments on long-term debt	(789.3)		(1,228.6)		Payments on long-term debt	(990.1)		(789.3)
Payments on current portion of long-term debt		(0.3)		(18.8)

Proceeds (payments) on short-term borrowings, net	Proceeds (payments) on short-term borrowings, net	(4.7)		1.6		Proceeds (payments) on short-term borrowings, net	15.2		(5.0)

Proceeds from trade accounts receivable credit facility	Proceeds from trade accounts receivable credit facility	64.3		42.2		Proceeds from trade accounts receivable credit facility	61.6		64.3
Payments on trade accounts receivable credit facility	Payments on trade accounts receivable credit facility	(77.3)		(45.1)		Payments on trade accounts receivable credit facility	(18.3)		(77.3)

Dividends paid to Greif, Inc. shareholders	Dividends paid to Greif, Inc. shareholders	(52.0)		(51.8)		Dividends paid to Greif, Inc. shareholders	(52.2)		(52.0)
Payments for liabilities held in special purpose entities						Payments for liabilities held in special purpose entities	(43.3)		0
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests	(8.5)		(8.3)		Dividends paid to noncontrolling interests	(4.9)		(8.5)
Payments for debt extinguishment and issuance costs		—		(44.1)
Purchases of redeemable noncontrolling interest		—		(11.9)
Cash contribution from noncontrolling interest holder		—		1.6
Net cash provided by (used in) financing activities		(122.4)		1,826.8
Reclassification of cash to assets held for sale		—		—

Net cash used in financing activities						Net cash used in financing activities	(287.4)		(122.4)

Effects of exchange rates on cash	Effects of exchange rates on cash	(14.6)		(0.7)		Effects of exchange rates on cash	9.8		(14.6)
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	(4.9)		(4.4)		Net increase (decrease) in cash and cash equivalents	4.5		(4.9)
Cash and cash equivalents at beginning of period	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	Cash and cash equivalents at end of period	$	72.4	$	89.8	Cash and cash equivalents at end of period	$	110.4	$	72.4

See accompanying Notes to Condensed Consolidated Financial Statements

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GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)


	Three Months Ended April 30, 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 January 31, 2021	48,533	$	175.4	28,309	$	(134.2)	$	1,542.0	$	(377.9)	$	1,205.3	$	57.3	$	1,262.6
Net income							149.8				149.8		4.2		154.0
Other comprehensive income:
Foreign currency translation									8.6		8.6		(2.0)		6.6
Derivative financial instruments, net of $3.2 million of income tax expense									9.5		9.5				9.5
Minimum pension liability adjustment, net of $8.8 million income tax expense									24.4		24.4				24.4
Comprehensive income				.							192.3				194.5
Current period mark to redemption value of redeemable noncontrolling interest							0.6				0.6				0.6
Net income allocated to redeemable noncontrolling interests											—		(0.5)		(0.5)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)							(26.3)				(26.3)				(26.3)
Dividends paid to noncontrolling interests and other											—		(3.5)		(3.5)

Share based compensation	—	1.0		—	—						1.0				1.0

Restricted stock, directors	26	1.2		(26)	0.1						1.3				1.3
As of April 30, 2021	48,559	$	177.6	28,283	$	(134.1)	$	1,666.1	$	(335.4)	$	1,374.2	$	55.5	$	1,429.7

	Six Months Ended April 30, 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							173.2				173.2		11.7		184.9
Other comprehensive income:
Foreign currency translation									33.6		33.6		0.6		34.2
Derivative financial instruments, net of $3.8 million of income tax expense									11.4		11.4				11.4
Minimum pension liability adjustment, net of $16.2 million income tax expense									47.1		47.1				47.1
Comprehensive income				.							265.3				277.6
Current period mark to redemption value of redeemable noncontrolling interest							1.2				1.2				1.2
Net income allocated to redeemable noncontrolling interests											—		(0.8)		(0.8)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)							(52.2)				(52.2)				(52.2)
Dividends paid to noncontrolling interests and other											—		(4.5)		(4.5)
Long-term incentive shares issued	80	3.9		(80)	0.2						4.1				4.1
Share based compensation	—	2.2		—	—						2.2				2.2
Restricted stock, executive	3	0.1		(3)	—						0.1				0.1
Restricted stock, directors	26	1.2		(26)	0.1						1.3				1.3
As of April 30, 2021	48,559	$	177.6	28,283	$	(134.1)	$	1,666.1	$	(335.4)	$	1,374.2	$	55.5	$	1,429.7

Table of Contents


	Three Months Ended April 30, 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 January 31, 2020	48,269	$	162.7	28,573	$	(134.7)	$	1,548.7	$	(412.9)	$	1,163.8	$	58.9	$	1,222.7
Net income							11.4				11.4		4.4		15.8
Other comprehensive income (loss):
Foreign currency translation									(48.7)		(48.7)		(3.6)		(52.3)
Derivative financial instruments, net of immaterial income tax expense									(23.1)		(23.1)				(23.1)
Minimum pension liability adjustment, net of immaterial income tax expense									1.3		1.3				1.3
Comprehensive income											(59.1)				(58.3)
Current period mark to redemption value of redeemable noncontrolling interest							(2.2)				(2.2)				(2.2)

Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)							(26.1)				(26.1)				(26.1)
Dividends paid to noncontrolling interests													(7.7)		(7.7)
Long-term incentive shares issued	153	5.0		(153)	0.3						5.3				0
Share based compensation	—	0.5		—	—						0.5				0
Restricted stock, directors	28	1.0		(28)	—						1.0				1.0
As of April 30, 2020	48,450	$	169.2	28,392	$	(134.4)	$	1,531.8	$	(483.4)	$	1,083.2	$	52.0	$	1,135.2

	Six Months Ended April 30, 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							43.7				43.7		8.2		51.9
Other comprehensive income (loss):
Foreign currency translation									(49.8)		(49.8)		(5.6)		(55.4)
Derivative financial instruments, net of immaterial income tax expense									(22.9)		(22.9)				(22.9)
Minimum pension liability adjustment, net of $7.5 million income tax expense									23.0		23.0				23.0
Comprehensive income											(6.0)				(3.4)
Current period mark to redemption value of redeemable noncontrolling interest							1.1				1.1				1.1
Net income allocated to redeemable noncontrolling interests													(0.1)		(0.1)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)							(52.0)				(52.0)				(52.0)
Dividends paid to noncontrolling interests													(8.5)		(8.5)
Long-term incentive shares issued	153	5.0		(153)	0.3						5.3				5.3
Share based compensation	—	0.5		—	—						0.5				0.5
Restricted stock, executive	3	0.1		(3)	0.1						0.2				0.2
Restricted stock, directors	28	1.0		(28)	—						1.0				1.0
As of April 30, 2020	48,450	$	169.2	28,392	$	(134.4)	$	1,531.8	$	(483.4)	$	1,083.2	$	52.0	$	1,135.2

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GREIF, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.

The fiscal year of Greif, Inc. and its subsidiaries (the “Company”) begins on November 1 and ends on October 31 of the following year. Any references to years or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheets as of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, the interim condensed consolidated statements of income, ~~and~~ comprehensive income and changes in shareholders' equity for the three and six months ended April 30, ~~2020~~2021 and ~~2019~~2020 and the interim condensed consolidated statements of cash flows for the six months ended April 30, ~~2020~~2021 and ~~2019~~2020 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling influence and are accounted for using either the equity or cost method, as appropriate.

The unaudited interim condensed consolidated financial statements included in the Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”).

~~COVID-19~~

Effective the first quarter 2021, the Company adjusted its reportable segments. The ~~COVID-19 pandemic~~presentation of prior periods throughout Part I Item 1 of this Form 10-Q has ~~caused an economic downturn on a global scale, as well as significant market disruption and volatility. In response~~been modified to reflect the new segment reporting structure. See Note 12 to the outbreak of COVID-19, governmental authorities throughout the world have implemented numerous measures to try to reduce the spread and impact of the virus, including quarantines, shelter in place, and shutdowns of so-called “non-essential” businesses. Under the guidance issued by the U.S. Department of Homeland Security, and similar designations by governmental authorities throughout the world, the products the Company manufactures and the services the Company provides have been deemed "essential" and, as a result, governments in every country in which the Company does business have allowed operations to continue without disruption. However, a significant number of the Company's customers or the Company's customers' end use markets are deemed "non-essential" under some governmental orders or have suspended operations due to a decreased demandInterim Condensed Consolidated Financial Statements for ~~their products resulting from the negative economic conditions.~~

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses in this Form 10-Q. Though there have not been material changes to estimates and assumptions disclosed in the Company's 2019 Form 10-K, actual results and outcomes during the three months ended April 30, 2020 may be different than estimated or assumed related to changes in economic and geopolitical environments due to COVID-19. The scope, duration and magnitude of the effects of COVID-19 are evolving rapidly and in ways that are difficult or impossible to anticipate. The Company cannot, at this time, predict the impact the pandemic will have on its future consolidated financial position, cash flows or results of operations, however, the impact could be material. The Company's future financial results and operations depend in part on the duration and severity of the pandemic and what actions are taken to mitigate the outbreak.additional information.

Newly Adopted Accounting Standards

In ~~February~~June 2016, ~~and July 2018,~~ the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02 and ASU 2018-11, "Leases (Topic 842)," or Accounting Standards Codification ("ASC") 842, which amends the lease accounting and disclosure requirements in ASC 840, "Leases." The objective of this update is to increase transparency and comparability among organizations recognizing lease assets and lease liabilities on the balance sheet and disclosing key

~~Table of Contents~~

information about lease arrangements. The Company adopted ASU 2018-11 on November 1, 2019, utilizing a modified retrospective approach and did not adjust its comparative period financial information. The Company adopted the practical expedient package which permits the Company to not reassess previous conclusions whether a contract is or contains a lease, lease classification, or treatment of indirect costs for existing contracts as of the adoption date. The Company also adopted the short-term lease recognition exemption and the practical expedient allowing for the combination of lease and non-lease components for all leases except real estate, for which these components are presented separately. The Company has completed the lease collection and evaluation process, implemented a technology tool to assist with the accounting and reporting requirements of the new standard, and designed new processes and controls around leases. On the day of adoption, the Company capitalized onto the balance sheet $301.2 million of right-of-use assets and $305.8 million of lease liabilities related to operating leases. The adoption did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows, or disclosures, other than as set forth above and in Note 12 to the Interim Condensed Consolidated Financial Statements.

~~Recently Issued Accounting Standards~~

~~In June 2016, the FASB issued ASU~~ 2016-13, “Financial Instruments – Credit Losses.” This ASU sets forth a current expected credit loss model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and ~~reasonable~~reasonably supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU iswas effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company ~~plans to adopt~~adopted this ASU on November 1, 2020. The ~~Company is in the process~~adoption of ~~determining the potential impact of adopting~~ this guidance did not have a material impact on ~~its~~ financial position, results of operations, comprehensive income, cash flows ~~and~~or disclosures.

Recently Issued Accounting Standards

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which is intended to simplify ~~various aspects related to~~ accounting for income taxes. This ASU is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption permitted. The effective date for the Company to adopt this ASU is November 1, 2021. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results of operations, comprehensive income, cash flow and disclosures.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting." The objective of this ASU is to provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The optional expedients provided for within the ASU are available immediately and through December 31, 2023. The Company is currently assessing the optional expedients for relevance based upon the Company's current contractual relationships containing rates to be discontinued with reference rate reform, primarily the London Interbank Offered Rate ("LIBOR"). The Company currently plans to apply the expedient related to hedging relationships, which allows for the Company in the future to amend hedge documentation, without dedesignating and redesignating, for all outstanding hedging relationships. The Company also has long-term debt and interest rate derivatives, as described in Note 6 and 7 to the Interim Condensed Consolidated Financial Statements, respectively, which rely upon use of LIBOR. The Company is in the process of assessing the expedients related to these relationships, and in accordance with ASU 2020-04 reserves the right to elect additional expedients throughout the effective period. The Company is still assessing all contractual relationships that utilize LIBOR for impacts to the Company's financial position, results of operations, comprehensive income, cash flows, and disclosures.

~~NOTE 2 — ACQUISITIONS AND DIVESTITURES~~

~~Acquisitions~~

The Company accounts for acquisitions in accordance with ASC 805, "Business Combinations." The estimated fair values of all assets acquired and liabilities assumed in the acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date.

~~Caraustar Acquisition~~

~~The Company completed its acquisition of~~ ~~Caraustar Industries, Inc. and its subsidiaries (“Caraustar”) on February 11, 2019 (the “Caraustar Acquisition”). Caraustar is~~ a leader in the production of coated and uncoated recycled paperboard, which is used in a variety of applications that include industrial products (tubes and cores, construction products, protective packaging, and adhesives) and consumer packaging products (folding cartons, set-up boxes, and packaging services). The total purchase price for this acquisition, net of cash acquired, was $1,834.9 million.

Table of Contents

The following table summarizes the consideration transferred to acquire Caraustar and the final valuation of identifiable assets acquired and liabilities assumed at the acquisition date, as well as measurement period adjustments made since the acquisition in 2019 through the close of measurement period:

(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 4.3 5.6
Properties, plants and equipment 521.3 (17.6) 503.7
Total assets acquired 1,512.1 (18.6) 1,493.5
Accounts payable (99.5) — (99.5)
Accrued payroll and employee benefits (42.9) (7.2) (50.1)
Other current liabilities (21.8) 4.5 (17.3)
Long-term deferred tax liability (185.7) 52.0 (133.7)
Pension and postretirement obligations (67.1) — (67.1)
Other long-term liabilities (12.7) (7.5) (20.2)
Total liabilities assumed (429.7) 41.8 (387.9)
Total identifiable net assets $ 1,082.4 $ 23.2 $ 1,105.6
Goodwill $ 752.5 $ (23.2) $ 729.3

(1) The measurement adjustments were primarily due to refinement to third party appraisals and carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments resulted in a net $23.2 million decrease to goodwill. The measurement adjustments recorded did not have a significant impact on the Company's interim condensed consolidated statements of income for the three and six months ended April 30, 2020.

The Company recognized goodwill related to this acquisition of $729.3 million. The goodwill recognized in this acquisition is attributable to the acquired assembled workforce, expected synergies, and economies of scale, none of which qualify for recognition as a separate intangible asset. Caraustar is reported within the Paper Packaging & Services segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes.

The cost approach was used to determine the fair value for buildings, improvements and equipment, and the market approach was used to determine the fair value for land. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned buildings and improvements a useful life ranging from 1 year to 20 years and equipment a useful life ranging from 1 year to 15 years. Acquired property, plant and equipment are being depreciated over its estimated remaining useful lives on a straight-line basis.

The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory assets charge, all of which is discounted to present value. The fair value of the trade name intangible assets were determined utilizing the relief from royalty method which is a form of the income approach. Under this method, a royalty rate based on observed market royalties is applied to projected revenue supporting the trade names and discounted to present value using an appropriate discount rate.

~~Table of Contents~~

Acquired intangible assets are being amortized over the estimated useful lives, primarily on a straight-line basis. The following table summarizes the final purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired:

(in millions) Final 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

As of April 30, 2020, the Company had completed the determination of the fair value of assets acquired and liabilities assumed related to the Caraustar Acquisition. The Company continues to execute on synergies and location rationalization, including the closure of our Mobile, Alabama Mill announced in June 3, 2020.

~~Divestiture~~s

During the second quarter of 2020, the Company completed its divestiture of a U.S. business in the Paper Packaging & Services segment, the Consumer Packaging Group ("CPG") business, for $85.0 million, before preliminary adjustments at closing of $3.4 million and subject to final adjustments, for current net cash proceeds of $81.6 million. The loss on sale of business, net for the three and six months ended April 30, 2020 was $38.4 million, including goodwill allocated to the sale of $35.6 million.

~~The CPG business divestiture did not qualify as discontinued operations as it did not represent a strategic shift that has had a major impact on the Company's operations or financial results.~~

NOTE ~~3 — GOODWILL AND OTHER INTANGIBLE ASSETS~~

~~The following table summarizes the changes in the carrying amount of goodwill by segment for the six months ended April 30, 2020:~~

(in millions) Rigid
Industrial
Packaging
& Services Paper
Packaging
& Services Total
Balance at October 31, 2019 $ 731.7 $ 786.1 $ 1,517.8
Goodwill allocated to divestitures — (35.6) (35.6)
Goodwill adjustments related to acquisitions — 2.8 2.8
Currency translation (10.3) — (10.3)
Balance at April 30, 2020 $ 721.4 $ 753.3 $ 1,474.7

The $2.8 million of goodwill adjustment to the Paper Packaging & Services segment is due to measurement period adjustment of the Caraustar Acquisition. The $35.6 million of goodwill allocated to divestitures to the Paper Packaging & Services segment is due to the divestiture of the CPG business. See Note 2 ~~to the Interim Condensed Consolidated Financial Statements for additional disclosure of goodwill adjustments by acquisitions and divestitures.~~

~~The following table summarizes the carrying amount of net intangible assets by class as of April 30, 2020 and October 31, 2019:~~

~~Table of Contents~~

(in millions) Gross
Intangible
Assets Accumulated
Amortization Net
Intangible
Assets
April 30, 2020:
Indefinite lived:
Trademarks and patents $ 13.0 $ — $ 13.0
Definite lived:
Customer relationships 884.1 174.9 709.2
Trademarks, patents and trade names 26.7 12.0 14.7
Non-compete agreements 2.2 1.5 0.7
Other 21.4 18.8 2.6
Total $ 947.4 $ 207.2 $ 740.2

(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

Gross intangibles assets decreased by $7.5 million for the six months ended April 30, 2020. The decrease was attributable to $5.0 million of currency fluctuations and the write-off of $2.5 million of fully-amortized assets.

Amortization expense was $17.4 million and $14.7 million for the three months ended April 30, 2020 and 2019, respectively. Amortization expense was $34.9 million and $18.4 million for the six months ended April 30, 2020 and 2019, respectively. Amortization expense for the next five years is expected to be $69.2 million in 2020, $66.7 million in 2021, $58.8 million in 2022, $56.0 million in 2023 and $52.7 million in 2024.

Definite lived intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method over periods that are contractually, legally determined, or over the period a market participant would benefit from the asset.

~~NOTE 4~~ — RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ending restructuring reserve balances for the six months ended April 30, ~~2020:~~2021:


(in millions)	(in millions)	Employee Separation Costs		Other Costs		Total		(in millions)	Employee Separation Costs		Other Costs		Total
Balance at October 31, 2019		$	9.5	$	1.8	$	11.3
Balance at October 31, 2020								Balance at October 31, 2020	$	17.9	$	3.7	$	21.6
Costs incurred and charged to expense	Costs incurred and charged to expense	5.1		2.6		7.7		Costs incurred and charged to expense	10.6		4.5		15.1
Costs paid or otherwise settled	Costs paid or otherwise settled	(8.9)		(3.3)		(12.2)		Costs paid or otherwise settled	(9.3)		(5.8)		(15.1)
Balance at April 30, 2020		$	5.7	$	1.1	$	6.8
Balance at April 30, 2021								Balance at April 30, 2021	$	19.2	$	2.4	$	21.6

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The focus for restructuring activities in ~~2020~~2021 is to optimize and integrate operations in the Paper Packaging & Services segment ~~related to the Caraustar Acquisition~~ and to rationalize operations and close underperforming assets in the ~~Rigid~~Global Industrial Packaging ~~& Services and the Flexible Products & Services segments.~~segment.

During the three months ended April 30, ~~2020,~~2021, the Company recorded restructuring charges of ~~$4.4~~$12.0 million, as compared to ~~$7.5~~$4.4 million of restructuring charges recorded during the three months ended April 30, ~~2019.~~2020. The restructuring activity for the three months ended April 30, ~~2020~~2021 consisted of ~~$2.4~~$9.1 million in employee separation costs and ~~$2.0~~$2.9 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.

During the six months ended April 30, ~~2020,~~2021, the Company recorded restructuring charges of ~~$7.7~~$15.1 million, as compared to ~~$11.2~~$7.7 million of restructuring charges recorded during the six months ended April 30, ~~2019.~~2020. The restructuring activity for the six months ended April 30, ~~2020~~2021 consisted of ~~$5.1~~$10.6 million in employee separation costs and ~~$2.6~~$4.5 million in other restructuring ~~costs.~~costs, primarily consisting of professional fees and other fees associated with restructuring activities.

The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being formulated and have not been announced as of the filing date of this Form 10-Q. Remaining amounts expected to be incurred were ~~$18.6~~$19.4 million as of April 30, ~~2020:~~2021:


(in millions)	(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the six months ended April 30, 2020		Amounts Remaining to be Incurred		(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the six months ended April 30, 2021		Amounts Remaining to be Incurred
Rigid Industrial Packaging & Services
Employee separation costs		$	13.7	$	2.6	$	11.1
Other restructuring costs		3.8		1.2		2.6
		17.5		3.8		13.7
Flexible Products & Services
Global Industrial Packaging								Global Industrial Packaging
Employee separation costs	Employee separation costs	1.4		0.5		0.9		Employee separation costs	$	18.4	$	10.5	$	7.9
Other restructuring costs	Other restructuring costs	2.3		0.7		1.6		Other restructuring costs	7.9		2.4		5.5
		3.7		1.2		2.5			26.3		12.9		13.4
Paper Packaging & Services	Paper Packaging & Services							Paper Packaging & Services

Other restructuring costs								Other restructuring costs	8.1		2.1		6.0
									8.1		2.1		6.0
Land Management								Land Management
Employee separation costs	Employee separation costs	2.4		2.0		0.4		Employee separation costs	0.1		0.1		0
Other restructuring costs		2.7		0.7		2.0
		5.1		2.7		2.4
									0.1		0.1		0
									$	34.5	$	15.1	$	19.4

		$	26.3	$	7.7	$	18.6

~~NOTE 5 — CONSOLIDATION OF VARIABLE INTEREST ENTITIES~~

The Company evaluates whether an entity is a variable interest entity (“VIE”) whenever reconsideration events occur and performs reassessments of all VIEs quarterly to determine if the primary beneficiary status is appropriate. The Company consolidates VIEs for which it is the primary beneficiary. If the Company is not the primary beneficiary and an ownership interest is held, the VIE is accounted for under the equity or cost methods of accounting, as appropriate. When assessing the determination of the primary beneficiary, the Company considers all relevant facts and circumstances, including: the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and the obligation to absorb the expected losses and/or the right to receive the expected returns of the VIE.

~~Significant Nonstrategic Timberland Transactions~~

In 2005, the Company sold certain timber properties to Plum Creek Timberlands, L.P. (“Plum Creek”) in a series of transactions that included the creation of two separate legal entities that are now consolidated as separate VIEs. One is an indirect subsidiary of Plum Creek (the “Buyer SPE”), and the other is STA Timber LLC, an indirect wholly owned subsidiary of the Company (“STA Timber”).

As of April 30, 2020, and October 31, 2019, consolidated assets of the Buyer SPE consisted of $50.9 million of restricted bank financial instruments which are expected to be held to maturity, scheduled for November 5, 2020. The balance as of April 30, 2020 is presented in 'Assets held by special purpose entities' on the interim condensed consolidated balance sheets. For both of

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the three month ended April 30, 2020 and 2019, Buyer SPE recorded interest income of $0.6 million. For both of the six month periods ended April 30, 2020 and 2019, Buyer SPE recorded interest income of $1.2 million.

~~As of April 30, 2020, and October 31, 2019, STA Timber had consolidated liabilities of $43.3 million. The maturity date is~~ ~~August 5, 2020 and STA Timber has the discretion and intent to extend the maturity date to November 5, 2020.~~ The balance as of April 30, 2020 is presented in 'Liabilities held by special purpose entities' on the interim condensed consolidated balance sheets. For both of the three month ended April 30, 2020 and 2019, STA Timber recorded interest expense of $0.6 million. For both of the six month periods ended April 30, 2020 and 2019, STA Timber recorded interest expense of $1.2 million. The intercompany borrowing arrangement between the two VIEs is eliminated in consolidation. STA Timber is exposed to credit-related losses in the event of nonperformance by an issuer of a deed of guarantee in the transaction.

~~Flexible Packaging Joint Venture~~

In 2010, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the “Flexible Packaging JV” or “FPS VIE”) with Dabbagh Group Holding Company Limited and one of its subsidiaries, originally National Scientific Company Limited and now Gulf Refined Packaging for Industrial Packaging Company LTD. The Flexible Packaging JV owns the operations in the Flexible Products & Services segment. The Flexible Packaging JV has been consolidated into the operations of the Company as of its formation date in 2010.

The Flexible Packaging JV is deemed to be a VIE since the total equity investment at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support. The major factors that led to the conclusion that the Company was the primary beneficiary of this VIE were that (1) the Company has the power to direct the most significant activities due to its ability to direct the operating decisions of the FPS VIE, which power is derived from the significant CEO discretion over the operations of the FPS VIE combined with the Company’s sole and exclusive right to appoint the CEO of the FPS VIE, and (2) the significant variable interest through the Company’s equity interest in the FPS VIE.

All entities contributed to the Flexible Packaging JV were existing businesses acquired by one of the Company's indirect subsidiaries that were reorganized under Greif Flexibles Asset Holding B.V. and Greif Flexibles Trading Holding B.V.

~~The following table presents the Flexible Packaging JV total net assets:~~

(in millions) April 30,
2020 October 31,
2019
Cash and cash equivalents $ 27.5 $ 16.9
Trade accounts receivable, less allowance of $1.0 in 2020 and $0.7 in 2019 45.0 51.2
Inventories 38.2 46.4
Properties, plants and equipment, net 20.0 22.3
Other assets 26.8 29.3
Total assets $ 157.5 $ 166.1
Accounts payable $ 26.4 $ 28.9
Other liabilities 18.4 23.6
Total liabilities $ 44.8 $ 52.5

Net income attributable to the noncontrolling interest in the Flexible Packaging JV for the three months ended April 30, 2020 and 2019 was $1.9 million and $5.2 million, respectively; and for the six months ended April 30, 2020 and 2019 was $3.1 million and $8.5 million, respectively.

~~Paper Packaging Joint Venture~~

In 2018, Greif, Inc. and one of its indirect subsidiaries formed a joint venture (referred to herein as the “Paper Packaging JV” or "PPS VIE") with a third party. The Paper Packaging JV has been consolidated into the operations of the Company since its formation date of April 20, 2018.

The Paper Packaging JV is deemed to be a VIE because the equity investors at risk, as a group, lack the characteristics of a controlling financial interest. The structure of the Paper Packaging JV has governing provisions that are the functional equivalent of a limited partnership whereby the Company is the managing member that makes all the decisions related to the

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activities that most significantly affect the economic performance of the PPS VIE. In addition, the third party does not have any substantive kick-out rights or substantive participating rights in the Paper Packaging JV. The major factors that led to the conclusion that the Paper Packaging JV is a VIE was that all limited partnerships are considered to be VIE's unless the limited partners have substantive kick-out rights or substantive participating rights.

~~The following table presents the Paper Packaging JV total net assets:~~


~~(in millions)~~	April 30, 2020
~~Cash and cash equivalents~~	$	—
~~Trade accounts receivable, less allowance of $0.0 in 2020~~	~~2.7~~
~~Inventories~~	~~6.5~~
~~Properties, plants and equipment, net~~	~~34.7~~
~~Other assets~~	~~0.4~~
~~Total assets~~	$	~~44.3~~

~~Accounts payable~~	$	~~4.5~~
~~Other liabilities~~	~~1.0~~
~~Total liabilities~~	$	~~5.5~~

Net income (loss) attributable to the noncontrolling interest in the Paper Packaging JV for the three and six months ended April 30, 2020 was $(0.8) million and $(1.0) million. There was 0 net income (loss) for the three and six months ended April 30, 2019 as the PPS JV was in the startup phase and had not yet commenced operations.

~~Non-United States Accounts Receivable VIE~~

As further described in Note 6 to the Interim Condensed Consolidated Financial Statements, Cooperage Receivables Finance B.V. is a party to the European RFA, as defined in Note 6 to the Interim Condensed Consolidated Financial Statements. Cooperage Receivables Finance B.V. is deemed to be a VIE since this entity is not able to satisfy its liabilities without the financial support from the Company. While this entity is a separate and distinct legal entity from the Company and 0 ownership interest in this entity is held by the Company, the Company is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. As a result, Cooperage Receivables Finance B.V. has been consolidated into the operations of the Company.

NOTE 63 — LONG-TERM DEBT

Long-term debt is summarized as follows:


(in millions)	(in millions)	April 30, 2020		October 31, 2019		(in millions)	April 30, 2021		October 31, 2020
2019 Credit Agreement - Term Loans	2019 Credit Agreement - Term Loans	$	1,570.3	$	1,612.2	2019 Credit Agreement - Term Loans	$	1,132.4	$	1,429.8
Senior Notes due 2027	Senior Notes due 2027	494.7		494.3		Senior Notes due 2027	495.6		495.1
Senior Notes due 2021	Senior Notes due 2021	216.1		221.7		Senior Notes due 2021	242.3		234.8
Accounts receivable credit facilities	Accounts receivable credit facilities	336.2		351.6		Accounts receivable credit facilities	356.1		310.0
2019 Credit Agreement - Revolving Credit Facility	2019 Credit Agreement - Revolving Credit Facility	73.7		76.1		2019 Credit Agreement - Revolving Credit Facility	53.9		0
Other debt		0.2		0.4

		2,691.2		2,756.3			2,280.3		2,469.7
Less: current portion	Less: current portion	83.8		83.7		Less: current portion	114.1		123.1
Less: deferred financing costs	Less: deferred financing costs	12.3		13.6		Less: deferred financing costs	11.6		11.1
Long-term debt, net	Long-term debt, net	$	2,595.1	$	2,659.0	Long-term debt, net	$	2,154.6	$	2,335.5

2019 Credit Agreement

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On February 11, 2019, the Company and certain of its subsidiaries entered into an amended and restated senior secured credit agreement (the “2019 Credit Agreement”) with a syndicate of financial institutions. The Company's obligations under the 2019 Credit Agreement are guaranteed by certain of its U.S. ~~subsidiaries~~ and ~~certain of its~~ non-U.S. subsidiaries.

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, the Company has 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. The revolving credit facility is available to fund ongoing working capital and capital expenditure needs, for general corporate purposes, and to finance acquisitions.

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 Agreement 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 facilities under the 2019 Credit Agreement, ~~contains certain covenants, which include financial covenants that require the Company to maintain a certain leverage ratio and an interest coverage ratio.~~discussed above. The leverage ratio generally requires that, at the end of any quarter, the Company will not permit the ratio of (a) its total consolidated indebtedness, to (b) its 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 fiscal quarter, the Company will not permit the ratio of (a) its consolidated EBITDA, to (b) its consolidated interest expenseCompany's obligations with respect to the ~~extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve month period. As of April 30, 2020, we were in compliance with the covenants and other agreements in~~Incremental Term A-3 Loan will constitute obligations under the 2019 Credit ~~Agreement.~~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.

As of April 30, ~~2020, $1,644.0~~2021, $1,186.3 million was outstanding under the 2019 Credit Agreement. The current portion of such outstanding amount was ~~$83.8~~$114.1 million, and the long-term portion was ~~$1,560.2~~$1,072.2 million. The weighted average interest rate for borrowings under the 2019 Credit Agreement was ~~3.31%~~1.96% for the six months ended April 30, ~~2020.~~2021. The actual interest rate for borrowings under the 2019 Credit Agreement was ~~2.20%~~1.90% as of April 30, ~~2020.~~2021. The deferred financing costs associated with the term loan portion of the 2019 Credit Agreement totaled ~~$9.7~~$9.5 million as of April 30, ~~2020~~2021 and are recorded as a direct deduction from the balance sheet line Long-Term Debt. The deferred financing costs associated with the revolver portion of the 2019 Credit Agreement totaled ~~$7.0~~$5.2 million as of April 30, ~~2020~~2021 and are recorded within Other Long-Term Assets.

Senior Notes due 2027

On February 11, 2019, the Company 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. The Company's obligations under the Senior Notes due 2027 are guaranteed by its U.S. subsidiaries that guarantee the 2019 Credit Agreement.

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The deferred financing cost associated with the Senior Notes due 2027 totaled ~~$2.5~~$2.1 million as of April 30, ~~2020~~2021 and are recorded as a direct deduction from the balance sheet line Long-Term Debt.

Senior Notes due 2021

On July 15, 2011, Greif, Inc.’s wholly-owned subsidiary, Greif Nevada Holdings, Inc., S.C.S., issued €200.0 million of 7.375% Senior Notes due July 15, 2021 (the "Senior Notes due 2021"). The Senior Notes due 2021 are guaranteed on a senior basis by Greif, Inc. Interest on the Senior Notes due 2021 is payable semi-annually. During the first quarter of 2021, the Company entered into the Incremental Term A-3 Loan Agreement, as described above, with the intent to utilize the proceeds from the Incremental Term A-3 Loan to pay down the Company's Senior Notes due 2021 at maturity.

United States Trade Accounts Receivable Credit Facility

~~On September 24, 2019, the~~The Company amended and restated ~~the existing receivable~~its U.S. receivables financing facility (the ~~"U.S.~~“U.S. Receivables ~~Facility"~~Facility”) ~~maturing on September 24, 2020.~~when Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging LLC (“Greif Packaging”), for itself and as servicer, and certain other U.S. subsidiaries of the Company entered into a Third Amended and Restated Transfer and Administration Agreement, dated as of September 24, 2019 (the ~~"Third~~“Third Amended ~~TAA"~~TAA”), with Bank of America, N.A. (“BANA”), as the agent, managing agent, administrator and committed investor, and various investor groups, managing agents, and administrators, from time to time parties thereto. ~~The Third Amended TAA provides a $275.0 million U.S. Receivables Facility that is secured by certain U.S. accounts receivable. The $246.5~~As of April 30, 2021, there was $250.0 million outstanding balance under the U.S. Receivables ~~Facility as of April 30, 2020 is reported in 'Long-term debt' on~~Facility. On May 26, 2021, the ~~interim condensed consolidated balance sheets because the Company intends~~Third Amended TAA was amended to ~~refinance this obligation on a long-term basis and has the intent and ability to consummate a long-term refinancing.~~

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~~The financing costs associated with~~increase the U.S. Receivables Facility ~~are $0.3~~to $275.0 million, aswith a new maturity date of ~~April 30, 2020, and are recorded as~~May 26, 2022.

Greif Funding is a direct ~~deduction~~subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However, because Greif Funding is a separate and distinct legal entity from ~~'Long-term debt' on~~ the ~~interim condensed consolidated balance sheets.~~Company, the assets of Greif Funding are not available to satisfy the liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are not the liabilities or obligations of the Company or its other subsidiaries.

International Trade Accounts Receivable Credit Facility

On April ~~17, 2020,~~15, 2021, 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") with affiliates of a major international bank. The amended and restated European RFA will mature ~~April 17,~~July 26, 2021. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($~~108.2~~121.2 million as of April 30, ~~2020)~~2021) secured by certain European accounts receivable. The ~~$89.7~~$106.1 million outstanding on the European RFA as of April 30, ~~2020~~2021 is reported as ~~'Long-term debt'~~"Long-term debt" on the interim condensed consolidated balance sheets because the Company intends to refinance these obligations on a long-term basis and has 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.

NOTE 74 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of April 30, ~~2020~~2021 and October 31, ~~2019:~~2020:


		April 30, 2020																April 30, 2021
		Fair Value Measurement																Fair Value Measurement
(in millions)	(in millions)	Level 1		Level 2		Level 3		Total		Balance Sheet Location	(in millions)	Level 1		Level 2		Level 3		Total		Balance Sheet Location

Interest rate derivatives											Interest rate derivatives	$	0	$	8.1	$	0	$	8.1	Other long-term assets
Interest rate derivatives	Interest rate derivatives	—		(51.0)		—		(51.0)		Other current liabilities and other long-term liabilities	Interest rate derivatives	0		(27.0)		0		(27.0)		Other current liabilities and other long-term liabilities
Foreign exchange hedges	Foreign exchange hedges	—		3.0		—		3.0		Other current assets	Foreign exchange hedges	0		0.4		0		0.4		Other current assets
Foreign exchange hedges	Foreign exchange hedges	—		(1.2)		—		(1.2)		Other current liabilities	Foreign exchange hedges	0		(1.6)		0		(1.6)		Other current liabilities
Insurance annuity	Insurance annuity	—		—		19.5		19.5		Other long-term assets	Insurance annuity	0		0		22.1		22.1		Other long-term assets
Cross currency swap	Cross currency swap	—		15.0		—		15.0		Other current assets and other long-term assets	Cross currency swap	0		5.1		0		5.1		Other current assets and other long-term assets

Total	Total	$	—	$	(34.2)	$	19.5	$	(14.7)		Total	$	0	$	(15.0)	$	22.1	$	7.1

October 31, 2019
Fair Value Measurement
(in millions) Level 1 Level 2 Level 3 Total Balance Sheet Location
Interest rate derivatives $ — $ 1.3 $ — $ 1.3 Other long-term assets and other current assets
Interest rate derivatives — (25.0) — (25.0) Other long-term liabilities and other current liabilities
Foreign exchange hedges — 0.9 — 0.9 Other current assets
Foreign exchange hedges — (0.2) — (0.2) Other current liabilities
Insurance annuity — — 20.0 20.0 Other long-term assets
Cross currency swap — 10.6 — 10.6 Other current assets and other long-term assets
Total $ — $ (12.4) $ 20.0 $ 7.6

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	October 31, 2020
	Fair Value Measurement
(in millions)	Level 1		Level 2		Level 3		Total		Balance Sheet Location

Interest rate derivatives	$	0	$	(37.9)	$	0	$	(37.9)	Other long-term liabilities and other current liabilities
Foreign exchange hedges	0		1.5		0		1.5		Other current assets
Foreign exchange hedges	0		(1.6)		0		(1.6)		Other current liabilities
Insurance annuity	0		0		21.4		21.4		Other long-term assets
Cross currency swap	0		8.9		0		8.9		Other current assets and other long-term assets

Total	$	0	$	(29.1)	$	21.4	$	(7.7)

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of April 30, ~~2020~~2021 and October 31, ~~2019~~2020 approximate their fair values because of the short-term nature of these items and are not included in this table.

Interest Rate Derivatives

The Company has various borrowing facilities which charge interest based on the ~~one month~~one-month U.S. dollar LIBOR rate plus a spread.

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In 2020, the Company entered into 4 forward starting interest rate swaps with a total notional amount of $200.0 million effective July 15, ~~2021.~~2021, maturing on July 15, 2029. The Company receives variable rate interest payments based upon ~~one month~~one-month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 0.90% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swap from a variable rate to a fixed rate.

In 2019, the Company entered into 6 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 April 30, ~~2020~~2021 is ~~$1,000.0~~$600.0 million. The Company receives variable rate interest payments based upon ~~one month~~one-month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 2.49% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swap from a variable rate to a fixed rate.

In 2017, the Company entered into an interest rate swap with a notional amount of $300.0 ~~million.~~million, maturing on February 1, 2022. The Company receives variable rate interest payments based upon ~~one month~~one-month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a fixed rate of 1.19% plus a spread. This effectively converted the borrowing rate on an amount of debt equal to the outstanding notional amount of the interest rate swap from a variable rate to a fixed rate.

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 transactions affect earnings. See Note 1511 to the Interim Condensed Consolidated Financial Statements for additional information. The assumptions used in measuring fair value of these interest rate derivatives are considered level 2 inputs, which are based upon observable market rates, including LIBOR and interest paid based upon a designated fixed rate over the life of the swap agreements.

~~Gain (loss)~~Losses reclassified to earnings under these contracts were ~~$(3.2)~~$4.3 million and ~~$0.9~~$3.2 million for the three months ended April 30, 2021, and 2020, ~~and 2019,~~ respectively. ~~Gain (loss)~~Losses reclassified to earnings under these contracts were ~~$(4.7)~~$8.7 million and ~~$0.4~~$4.7 million for the six months ended April 30, ~~2020,~~2021, and ~~2019,~~2020, respectively. A derivative loss of ~~$20.1~~$16.5 million, based upon interest rates at April 30, ~~2020,~~2021, is expected to be reclassified from accumulated other comprehensive income (loss) to earnings in the next twelve months.

Foreign Exchange Hedges

The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters 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 April 30, ~~2020,~~2021, and October 31, ~~2019,~~2020, the Company had outstanding foreign currency forward contracts in the notional amount of ~~$193.5~~ $134.6

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million and ~~$275.0~~$268.6 million, respectively. Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair value of foreign exchange hedges are considered level 2 inputs, which are based on observable market pricing for similar instruments, principally foreign exchange futures contracts.

~~Realized losses recorded in other expense, net under fair value contracts were $1.4 million and $0.2 million for~~For the three months ended April 30, 2021 and 2020, the Company recorded realized losses of $0.6 million and ~~2019, respectively. Realized gains (losses) recorded in other expense, net~~$1.4 million, respectively, under fair value contracts ~~were $(2.2) million and $0.6 million for~~in other expense, net. For the six months ended April 30, 2021 and 2020, the Company recorded realized gains of $1.3 million and ~~2019, respectively. The Company recognized~~realized losses of $2.2 million, respectively, under fair value contracts in other expense, ~~net an unrealized net gain (loss) of $1.1 million and $(1.2) million during~~net. During the three months ended April 30, 2021 and 2020, the Company recorded an unrealized net loss of $0.6 million and ~~2019, respectively. The Company recognized~~an unrealized net gain of $1.1 million, respectively, in other expense, net. During the six months ended April 30, 2021 and 2020, the Company recorded an unrealized net loss of $1.2 million and an unrealized net gain of $1.8 million, ~~and $1.8 million during the six months ended April 30, 2020 and 2019, respectively.~~respectively, in other expense, net.

Cross Currency Swap

The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. On March 6, 2018, the Company 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. For the three months ended April 30, ~~2020~~2021 and ~~2019,~~2020, gains recorded in interest expense, net under the cross currency swap agreement were $0.6 million and $0.6 ~~million.~~million, respectively. For the ~~six~~three months ended April 30, ~~2020~~2021 and ~~2019,~~2020, gains recorded in interest expense, net under the cross currency swap agreement were $1.2 million and $1.2 ~~million. See Note 15 to~~

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~~the Interim Condensed Consolidated Financial Statements for additional information.~~million, respectively. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States Dollar exchange rate market.

Other Financial Instruments

The fair values of the Company’s 2019 Credit Agreement and the U.S. Receivables Facility and European RFA ~~(collectively,~~(the latter two facilities, collectively, "Accounts Receivable Credit Facilities") do not materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ~~ASC~~Accounting Standard Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures."

The following table presents the estimated fair values of the Company’s Senior Notes and Assets held by special purpose entities:


(in millions)	(in millions)	April 30, 2020		October 31, 2019		(in millions)	April 30, 2021		October 31, 2020
Senior Notes due 2021 estimated fair value	Senior Notes due 2021 estimated fair value	$	229.5	$	248.1	Senior Notes due 2021 estimated fair value	$	245.8	$	242.0
Senior Notes due 2027 estimated fair value	Senior Notes due 2027 estimated fair value	504.4		537.9		Senior Notes due 2027 estimated fair value	526.9		524.4
Assets held by special purpose entities estimated fair value	Assets held by special purpose entities estimated fair value	51.7		51.9		Assets held by special purpose entities estimated fair value	0		50.9

~~Non-Recurring Fair Value Measurements~~

~~The Company recognized asset impairment charges of $1.4 million and $2.1 million during the six months ended April 30, 2020 and 2019, respectively.~~

The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the impairment of long-lived assets held and used and net assets held for sale for the six months ended April 30, 2020 and 2019:

Quantitative Information about Level 3
Fair Value Measurements

~~(in millions)~~

Fair Value of
Impairment

Valuation
Technique

Unobservable
Input

Range of
Input
Values

~~April 30, 2020~~

~~Impairment of Long Lived Assets~~

~~1.4~~

~~Discounted Cash Flows~~

~~N/A~~

~~Total~~

~~1.4~~

~~April 30, 2019~~

~~Impairment of Net Assets Held for Sale~~

~~2.1~~

~~Indicative Bids~~

~~N/A~~

~~Total~~

~~2.1~~

~~Long-Lived Assets~~

As necessary, based on triggering events, the Company measures long-lived assets at fair value on a non-recurring basis. The Company recorded $1.4 million impairment charges related to properties, plants and equipment, net and 0 impairment charges during the six months ended April 30, 2020 and 2019, respectively.

The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants would use.

~~Assets and Liabilities Held for Sale~~

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During the six months ended April 30, 2020, the company recorded 0 impairment charges related to assets and liabilities held for sale. During the six months ended April 30, 2019, 1 asset group was reclassified to assets and liabilities held for sale, resulting in recognized asset impairment charges of $2.1 million.

The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include recent purchase offers, market comparables and/or data obtained from commercial real estate brokers.

NOTE 85 – STOCK-BASED COMPENSATION

Stock-based compensation is accounted for in accordance with ASC 718, “Compensation – Stock Compensation,” which requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model.Long-Term Incentive Plan

~~During the second quarter of 2020, the~~The Company's ~~stockholders approved the~~ 2020 Long-Term Incentive Plan (the "2020 LTIP") ~~replacing~~is intended to focus management on the ~~Company's Amended and Restated Long-Term Incentive Plan ("Long-Term Incentive Plan") for all periods commencing November 1, 2019 and thereafter.~~key measures that drive superior performance over the longer term. The 2020 LTIP provides key employees with incentive compensation based upon consecutive and overlapping ~~three-year~~three-year performance periods that commence at the start of every year. For each ~~fiscal year. Participants~~three-year performance period, the performance goals are based on performance criteria as determined by the Special Subcommittee of the Compensation Committee of the Company’s Board of Directors (the “Special Subcommittee”). For each three-year performance period commencing at the beginning of the year, participants may be granted restricted stock units ~~("RSUs"~~(“RSUs”) or performance stock units ~~("PSUs"~~(“PSUs”) or a combination ~~thereof.~~of both.

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~~Restricted Stock Units~~

The Company ~~grants~~may grant RSUs based on a ~~three-year~~three-year vesting period on the basis of service only. The RSUs are an equity-classified plan measured at fair value on the grant date recognized ratably over the service period. Dividend-equivalent rights may be granted in connection with an RSU award and are recognized in conjunction with the Company's dividend issuance and settled upon vesting of the award.

The Company granted ~~147,325~~139,360 RSUs after plan approval on ~~February 25,~~December 17, 2020, for the service period commencing on November 1, ~~2019~~2020 and ending October 31, ~~2022.~~2023. The weighted average fair value of the RSUs granted on that date was ~~$37.42.~~$48.50.

~~Performance Stock Units~~

~~The~~Under the 2020 LTIP, the Company ~~grants~~may grant PSUs for a ~~three-year~~three-year performance period based upon service, performance criteria and market conditions. The performance criteria are based on targeted levels of earnings before interest, taxes, depreciation, depletion and amortization and total shareholder return as determined by the Special ~~Subcommittee of the Company's Compensation Committee of the Board of Directors (the "Special Subcommittee").~~Subcommittee. The PSUs are a liability-classified plan wherein the fair value of the PSUs awarded is determined at each reporting period using a Monte Carlo simulation. A Monte Carlo simulation uses assumptions including the risk-free interest rate, expected volatility of the Company’s stock price and expected life of the awards to determine a fair value of the market condition throughout the vesting period.

The Company ~~accrued for the targeted performance awards, an expected total of 258,519~~granted 253,102 PSUs after plan approval on ~~February 25,~~December 17, 2020, for the performance period commencing on November 1, ~~2019~~2020 and ending October 31, ~~2022. For~~2023. If earned, the ~~three months ended~~PSUs are to be awarded in shares of Class A Common Stock. The weighted average fair value of the PSUs granted on that date was $47.26. The weighted average fair value of the PSUs at April 30, ~~2020, the Company recognized SG&A expense of $0.8 million related to the PSU's.~~2021 was $61.67.

NOTE 96 — INCOME TAXES

The Company completed the Caraustar Acquisition on February 11, 2019 and has recorded a net deferred tax liability of $133.7 million, which is primarily related to intangible assets that cannot be amortized for tax purposes. See Note 2 to the Interim Condensed Consolidated Financial Statements for additional information.

Income tax expense for the quarter ~~and year to date~~ was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting." Under this method, losses from jurisdictions for which a valuation allowance has been provided have not been included in the amount to which the ASC 740-270 rate was applied. Income tax expense of the Company ~~fluctuates primarily~~may fluctuate due to changes in estimated losses and income from jurisdictions for which a valuation allowance has been provided, the timing of recognition of the related tax expense under ASC 740-270, and the impact of discrete items in the respective quarter.

For the six months ended April 30, 2021 and April 30, 2020, income tax expense was $23.4 million and $37.9 million, ~~compared to $31.5 million for the six months ended April 30, 2019.~~respectively. The ~~increase~~decrease in income tax expense for the six months ended April 30, ~~2020~~2021 was ~~primarily~~ attributable to changes in the expected mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, as well as the timing of recognition of the related tax expense under ASC 740-270, and net favorable discrete items of $7.5 million. The net favorable discrete adjustments primarily consist of return to provision adjustments and ~~non-deductible goodwill for~~releases as a result of settlement of U.S Federal and Canadian income tax ~~purposes~~audits. A deferred tax asset related to capital losses was recorded during the quarter which is expected to offset the capital gain resulting from the sale of ~~the CPG business within the Paper Packaging & Services segment.~~

~~On March 18, 2020, the Families First Coronavirus Response Act (the "FFCR Act"),~~69,200 acres of timberland located in southwest Alabama, and ~~on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), were each enacted into law in response~~a valuation allowance has been recorded to the ~~COVID-19~~

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~~pandemic. The FFCR Act and~~extent the ~~CARES Act contain numerous income tax provisions, such as reducing limitations~~capital losses exceed capital gains. See Note 13 to the Interim Condensed Consolidated Financial Statements for additional information on the ~~deductibility~~sale of ~~interest, the use~~timberland. Changes in judgement and lapses of ~~net operating losses arising in taxable years beginning after December 31, 2017, and additional depreciation deductions related~~statute of limitations for uncertain tax positions caused an increase to ~~qualified improvement property. The Company performed an analysis~~tax compared to first quarter of ~~these provisions and believes that the FFCR Act and CARES Act will not have a material impact on the Company’s income taxes for the current year.~~2020.

NOTE 107 — POST RETIREMENT BENEFIT PLANS

During the six months ended April 30, ~~2020, 2~~2021, an annuity contract for approximately $100.0 million was purchased with United States defined benefit ~~plans were combined~~plan assets and the pension obligation for certain retirees in the United States under that plan was irrevocably transferred from that plan to the annuity contract. Additionally, lump sum payments totaling ~~$44.3~~$6.0 million and $7.5 million for the three and six months ended April 30, 2021 were made ~~to United States~~from the defined benefit plan assets to certain participants who agreed to such payments, representing the current fair value of the participant’s respective pension benefit. The ~~payments were made from plan assets resulting~~settlement items described above resulted in a decrease in the fair value of both the plan assets and the projected benefit obligation of ~~$44.3~~$107.5 million and a non-cash pension settlement ~~income~~charges of $0.1 million and $8.6 million of unrecognized net actuarial ~~gain~~loss included in accumulated other comprehensive ~~income.~~loss for the three and six months ended April 30, 2021.

As a result of the ~~two events~~settlements described above, 2the Company remeasured the United States defined benefit ~~plans were remeasured~~pension plan as of ~~December~~April 30, 2021. After the April 30, 2021 remeasurement, the net funded status of the plan is an overfunded position of $9.6 million. The discount rate used was 3.21% as of April 30, 2021 as compared to 3.01% as of October 31, 2019, resulting in a $19.0 million decline in aggregate projected benefit obligations and a $9.3 million aggregate decline in the fair value of plan assets. These reductions were due to an increase in discount rates to 3.38%, from the Company's year-end disclosures.2020.

The components of net periodic pension cost include the following:

Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2020 2019 2020 2019
Service cost $ 2.8 $ 3.8 $ 6.0 $ 6.3
Interest cost 5.6 8.7 12.2 13.9
Expected return on plan assets (7.9) (6.2) (18.2) (12.4)
Amortization of prior service cost (benefit) 2.9 (3.0) 6.4 (1.2)
Net periodic pension cost $ 3.4 $ 3.3 $ 6.4 $ 6.6

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	Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	2021		2020		2021		2020
Service cost	$	3.1	$	2.8	$	6.2	$	6.0
Interest cost	4.6		5.6		9.1		12.2
Expected return on plan assets	(8.1)		(7.9)		(16.0)		(18.2)
Amortization of prior service cost	(0.1)		2.9		(0.1)		6.4
Recognized net actuarial loss	3.7		0		7.5		0
Net periodic pension cost	$	3.2	$	3.4	$	6.7	$	6.4

~~Contributions,~~The Company expects to make employer contributions of $21.7 million, including benefits paid directly by the Company, ~~to the pension plans were $18.0 million and $11.8 million, in the six months ended April 30, 2020 and 2019, respectively.~~

~~The components of net periodic post-retirement benefit include the following:~~

Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2020 2019 2020 2019
Interest cost $ 0.1 $ 0.1 $ 0.2 $ 0.2
Amortization of prior service benefit (0.2) (0.4) (0.3) (0.8)
Net periodic post-retirement benefit $ (0.1) $ (0.3) $ (0.1) $ (0.6)

during 2021.

The components of net periodic pension cost and net periodic post-retirement benefit, other than the service cost components, are included in the line item "Other expense, ~~(income),~~ net" in the interim condensed consolidated statements of income.

NOTE 118 — CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES

Litigation-related Liabilities

The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters, commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect on its interim condensed consolidated financial statements.

The Company may accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable

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resolutions can occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.

The Company is currently involved in legal proceedings outside of the United States related to various wrongful termination lawsuits filed by former employees and benefit claims filed by some existing employees of the Company's Flexible Products & Services segment. The lawsuits include claims for severance for employment periods prior to the Company’s ownership in the business. As of April 30, 2020, and October 31, 2019, the estimated liability recorded related to these matters were $0.6 million and $0.6 million, respectively. The estimated liability has been determined based on the number of active cases and the settlements and rulings on previous cases. It is reasonably possible the estimated liability could increase if additional cases are filed or adverse rulings are made.

Since 2017, 32 reconditioning facilities in the Milwaukee, Wisconsin area that are owned by Container Life Cycle Management LLC ("CLCM"), the Company’s U.S. reconditioning joint venture company, have been subject to investigations conducted by federal, state and local governmental agencies concerning, among other matters, potential violations of environmental laws and regulations. As a result of these investigations, the United States Environmental Protection Agency (“U.S. EPA”) and the Wisconsin Department of Natural Resources (“WDNR”) have issued notices of violations to the Company and CLCM regarding violations of certain federal and state environmental laws and regulations. The remedies being sought in these proceedings include compliance with the applicable environmental laws and regulations as being interpreted by the U.S. EPA and WDNR and monetary sanctions. The Company has cooperated with the governmental agencies in these investigations and proceedings. As of June ~~4, 2020,~~9, 2021, no material citations have been issued or material fines assessed with respect to any violation of environmental laws and regulations. Since these proceedings ~~are~~remain in their investigative stage, the Company is unable to predict the outcome of these proceedings or estimate a range of reasonable possible monetary sanctions or costs associated with any remedial actions that may be required or requested by the U.S. EPA or WDNR.

In addition, on November 8, 2017, the Company, CLCM and other parties were named as defendants in a punitive class action lawsuit filed in Wisconsin state court concerning one of CLCM’s Milwaukee reconditioning facilities. The plaintiffs are alleging that odors from this facility have invaded their property and are interfering with the use and enjoyment of their property and causing damage to the value of their property. Plaintiffs are seeking compensatory and punitive damages, along with their legal fees. The Company and CLCM are vigorously defending themselves in this lawsuit. The Company is unable to predict the outcome of this lawsuit or estimate a range of reasonably possible losses.

Environmental Reserves

As a result of the Caraustar Acquisition, the Company acquired The Newark Group, Inc., a subsidiary of Caraustar (“Newark”), and became subject to Newark’s Lower Passaic River environmental and litigation liability. By letters dated February 14, 2006 and June 2, 2006, the United States Environment Protection Agency (“EPA”) notified Newark of its potential liability under Section 107(a) of the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) relating to the Diamond Alkali Superfund Site, which includes a 17-mile stretch of the Lower Passaic River that EPA has denominated the Lower Passaic River Study Area (“LPRSA”). Newark is one of at least 70 potentially responsible parties identified in this case. The EPA alleges that hazardous substances were released from Newark’s now-closed Newark, New Jersey recycled paperboard mill into the Lower Passaic River. The EPA informed Newark that it may be potentially liable for response costs that the government may incur relating to the study of the LPRSA and for unspecified natural resource damages.

In April 2014, EPA issued a Focused Feasibility Study that proposed alternatives for the remediation of the lower 8 miles of the Lower Passaic River. On March 3, 2016, EPA issued its Record of Decision for the lower 8 miles of the Lower Passaic River, which presented a bank-to-bank dredging remedy selected by the agency for the lower 8 miles and which EPA estimates will cost approximately $1,380.0 million to implement. Newark is participating in an allocation process to determine its allocable share.

On June 30, 2018, Occidental Chemical Corporation (“OCC”) filed litigation in the U.S. District Court for the District of New Jersey styled Occidental Chemical Corp. v. 21st Century Fox America, Inc., et al., Civil Action No. 2:18-CV-11273 (D.N.J.), that names Newark and approximately 119 other parties as defendants. OCC’s Complaint alleges claims under CERCLA against all defendants for cost recovery, contribution, and declaratory judgment for costs OCC allegedly has incurred and will incur at the Diamond Alkali Superfund Site. The litigation is in its early stages, and the Company intends to vigorously defend itself in this litigation.

As of April 30, 2020, the Company has accrued $11.2 million for the Diamond Alkali Superfund Site. It is possible that there could be resolution of uncertainties in the future that would require the Company to record charges that could be material to future earnings.

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~~As of April 30, 2020,~~2021, and October 31, ~~2019,~~2020, the Company's environmental reserves were ~~$18.6~~$19.5 million and ~~$18.7~~$20.2 million, respectively. These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account management estimates. The estimated liabilities are reduced to reflect the anticipated participation of

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other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to apportion the liability.

As of April 30, 2021 and October 31, 2020, the Company has accrued $11.1 million for the Diamond Alkali Superfund Site in New Jersey. It is possible that there could be resolution of uncertainties in the future that would require the Company to record charges that could be material to future earnings.

Aside from the Diamond Alkali Superfund Site, other environmental reserves of the Company as of April 30, ~~2020~~2021 and October 31, ~~2019~~2020 included ~~$3.2~~$8.4 million and ~~$3.3 million, respectively, for various European drum facilities acquired from Blagden and Van Leer; $0.1 million and $0.1~~$9.1 million, respectively, for its various container life cycle management and recycling facilities acquired in 2011 and 2010; $0.1 million and $0.3 million, respectively, for remediation of sites no longer owned by the Company; $2.0 million and $2.0 million, respectively, for landfill closure obligations in the Company's Paper Packaging & Services segment; $0.4 million and $0.0 million, respectively, for various other accruals in the Company's Paper Packaging & Services segment; and $1.6 million and $1.8 million, respectively, for various other facilities around the world.

The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.

NOTE 129 — EARNINGS PER SHARE

The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s ~~articles~~certificate of incorporation, any distribution of dividends in any year must be made in proportion of ~~one~~1 cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.

The Company calculates EPS as follows:

Basic Class A EPS

40% * Average Class A Shares Outstanding

Undistributed Net Income

Class A Dividends Per Share

40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding

Average Class A Shares Outstanding

Diluted Class A EPS

40% * Average Class A Shares Outstanding

Undistributed Net Income

Class A Dividends Per Share

40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding

Average Diluted Class A Shares Outstanding

Basic Class B EPS

60% * Average Class B Shares Outstanding

Undistributed Net Income

Class B Dividends Per Share

40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding

Average Class B Shares Outstanding

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

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


		Three Months Ended April 30,						Six Months Ended April 30,							Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2020		2019		2020		2019		(in millions)	2021		2020		2021		2020
Numerator for basic and diluted EPS	Numerator for basic and diluted EPS									Numerator for basic and diluted EPS
Net income attributable to Greif, Inc.	Net income attributable to Greif, Inc.	$	11.4	$	13.6	$	43.7	$	43.3	Net income attributable to Greif, Inc.	$	149.8	$	11.4	$	173.2	$	43.7
Cash dividends	Cash dividends	(26.1)		(26.1)		(52.0)		(51.8)		Cash dividends	(26.3)		(26.1)		(52.2)		(52.0)
Undistributed net income attributable to Greif, Inc.		$	(14.7)	$	(12.5)	$	(8.3)	$	(8.5)
Undistributed earnings attributable to Greif, Inc.										Undistributed earnings attributable to Greif, Inc.	$	123.5	$	(14.7)	$	121.0	$	(8.3)

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The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.

Common Stock Repurchases

The Board of Directors has authorized the Company to repurchase shares of the Company's Class A Common Stock or Class B Common Stock or any combination of the foregoing. As of April 30, ~~2020, and 2019~~2021, the remaining amount of shares that may be repurchased under this authorization was ~~4,703,487 and 4,703,487, respectively.~~4,703,487. There were 0 shares repurchased ~~under this program from November 1, 2018 through April 30,~~during the first six months of 2021 or fiscal year 2020.

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


		Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares		Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares
April 30, 2020
April 30, 2021						April 30, 2021
Class A Common Stock	Class A Common Stock	128,000,000	42,281,920	26,441,986	15,839,934	Class A Common Stock	128,000,000	42,281,920	26,550,924	15,730,996
Class B Common Stock	Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275	Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275

October 31, 2019
October 31, 2020						October 31, 2020
Class A Common Stock	Class A Common Stock	128,000,000	42,281,920	26,257,943	16,023,977	Class A Common Stock	128,000,000	42,281,920	26,441,986	15,839,934
Class B Common Stock	Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275	Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275

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


		Three Months Ended April 30,			Six Months Ended April 30,				Three Months Ended April 30,		Six Months Ended April 30,
		2020	2019	2020	2019		2021	2020	2021	2020
Class A Common Stock:	Class A Common Stock:					Class A Common Stock:
Basic shares	Basic shares	26,386,439	26,250,460	26,323,691	26,120,946	Basic shares	26,544,197	26,386,439	26,500,134	26,323,691
Assumed conversion of restricted shares	Assumed conversion of restricted shares	—	4,652	—	1,134	Assumed conversion of restricted shares	120,050	0	102,616	0
Diluted shares	Diluted shares	26,386,439	26,255,112	26,323,691	26,122,080	Diluted shares	26,664,247	26,386,439	26,602,750	26,323,691
Class B Common Stock:	Class B Common Stock:					Class B Common Stock:
Basic and diluted shares	Basic and diluted shares	22,007,725	22,007,725	22,007,725	22,007,725	Basic and diluted shares	22,007,725	22,007,725	22,007,725	22,007,725

NOTE 1310 — LEASES

The Company leases certain buildings, warehouses, land, transportation equipment, operating equipment, and office equipment with remaining lease terms from less than one year up to 2221 years. The Company reviews all options to extend, terminate, or purchase a right of use asset at the time of lease inception and accounts for options deemed reasonably certain.

The Company combines lease and non-lease components for all leases, except real estate, for which these components are presented separately. Leases with an initial term of twelve months or less are not capitalized and are recognized on a straight-line basis over the lease term. The implicit rate is not readily determinable for substantially all of the Company's leases,

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and therefore the initial present value of lease payments is calculated utilizing an estimated incremental borrowing rate determined at the portfolio level based on market and Company specific information.

Certain of the Company’s leases include variable costs. As the right of use asset recorded on the balance sheet was determined based upon factors considered at the commencement date, changes in these variable expenses are not capitalized and are expensed as incurred throughout the lease term.

As of April 30, ~~2020,~~2021, the Company does not have material exposure to finance leases and has not entered into any significant leases which have not yet commenced.

The following table presents the ~~balance sheet classification of the Company’s lease assets and liabilities as of April 30, 2020:~~

~~(in millions)~~

~~Balance Sheet Classification~~

~~April 30, 2020~~

~~Lease Assets~~

~~Operating lease assets~~

~~321.0~~

~~Finance lease assets~~

~~Other long-term assets~~

~~5.0~~

~~Total lease assets~~

~~326.0~~

~~Lease Liabilities~~

~~Current operating lease liabilities~~

~~Current portion of operating lease liabilities~~

~~53.1~~

~~Current finance lease liabilities~~

~~Other current liabilities~~

~~1.7~~

~~Total current lease liabilities~~

~~54.8~~

~~Non-current operating lease liabilities~~

~~Operating lease liabilities~~

~~270.6~~

~~Non-current finance lease liabilities~~

~~Other long-term liabilities~~

~~3.3~~

~~Total non-current lease liabilities~~

~~273.9~~

~~Total lease liabilities~~

~~328.7~~

~~The following table presents the~~ lease expense components for the three and six months ended April 30, 2021 and 2020:

Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2020 2020
Operating lease cost $ 15.6 $ 32.8
Finance lease cost 0.5 0.7
Variable lease cost^*
7.6 13.8
Total lease cost $ 23.7 $ 47.3

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^{Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2021 2020 2021 2020
Operating lease cost $ 17.2 $ 15.6 $ 34.5 $ 32.8
Other lease cost* 7.0 8.1 12.7 14.5
Total lease cost $ 24.2 $ 23.7 $ 47.2 $ 47.3}

*Amount includes variable, short-term, and finance lease costs. ~~The Company continues to account for short-lease leases, which are immaterial for individual reporting.~~

Future maturity for the Company's lease liabilities, during the next five years, and in the aggregate for the years thereafter, are as follows:

~~Table of Contents~~


(in millions)	(in millions)	Operating Leases		Finance Leases		Total expected payments		(in millions)	April 30, 2021
2020		$	64.7	$	1.4	$	66.1
2021	2021	58.9		1.4		60.3		2021	$	67.3
2022	2022	51.3		1.1		52.4		2022	59.9
2023	2023	44.0		0.8		44.8		2023	51.3
2024	2024	36.5		0.5		37.0		2024	42.3
2025								2025	38.0
Thereafter	Thereafter	174.2		0.3		174.5		Thereafter	143.4
Total lease payments	Total lease payments	$	429.6	$	5.5	$	435.1	Total lease payments	$	402.2
Less: Interest	Less: Interest	(105.9)		(0.5)		(106.4)		Less: Interest	(100.0)
Lease liabilities	Lease liabilities	$	323.7	$	5.0	$	328.7	Lease liabilities	$	302.2

The following table presents the weighted-average lease term and discount rate as of April 30, 2021 and 2020:


~~Weighted-average remaining lease term (years):~~
~~Operating leases~~	~~11.4~~
~~Finance leases~~	~~4.0~~
~~Weighted-average discount rate:~~
~~Operating leases~~	~~3.81~~	%
~~Finance leases~~	~~3.46~~	%


	April 30, 2021		April 30, 2020
Weighted-average remaining lease term (years) for operating lease liabilities	10.7		11.4
Weighted-average discount rate for operating lease liabilities	3.66	%	3.81	%

The following table presents other required lease related information for the three and six months ended April 30, 2021 and 2020:

Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2020 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases $ 18.2 $ 35.3
Financing cash flows used for finance leases 0.3 0.7
Leased assets obtained in exchange for new operating lease liabilities 34.4 63.1
Leased assets obtained in exchange for new finance lease liabilities 0.3 0.3


	Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	2021		2020		2021		2020
Operating cash flows used for operating liabilities	$	17.2	$	18.2	$	34.6	$	35.3
Leased assets obtained in exchange for new operating lease liabilities	11.7		34.3		13.6		63.1

~~In compliance with ASC 842, the Company must provide the prior year disclosures required under the previous lease guidance for comparative periods presented herein.~~

~~The table below contains information related to the Company’s rent expense as disclosed within the 10-K for the period ended October 31, 2019:~~

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

NOTE 11 — COMPREHENSIVE INCOME (LOSS)

The following table provides the ~~Company’s minimum rent commitments under operating leases in the next five years and the remaining years thereafter as disclosed within the 10-K~~rollforward of accumulated other comprehensive income (loss) for the ~~period~~six months ended ~~October 31, 2019:~~April 30, 2021:


(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	33.6		11.4		47.1		92.1
Balance as of April 30, 2021	$	(261.3)	$	(13.3)	$	(60.8)	$	(335.4)

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(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

~~Minimum rent commitments under capital leases in 2020 and thereafter are attributable to addition of capital leases through the Caraustar Acquisition.~~

~~NOTE 14 — EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAX AND NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS~~

~~Centurion Container LLC~~

The Company acquired a minority interest in Centurion Container LLC ("Centurion"), a U.S.-based company involved in IBC rebottling, reconditioning and distribution, on March 31, 2020 for $3.6 million. The investment in Centurion is accounted for under the equity method because the Company has the ability to exercise significant influence through its board participation. At any time prior to October 31, 2022, the Company has the option to acquire an 80% ownership interest in Centurion at a formulaic price, as set forth in the operating agreement. Provided such interest is acquired, the Company then has the option to acquire 100% ownership of Centurion beginning on March 31, 2025 at a formulaic price set forth in the operating agreement.

~~NOTE 15 — EQUITY AND COMPREHENSIVE INCOME (LOSS)~~

~~The following table summarizes the changes in equity for the three and six months ended April 30, 2020 (Dollars in millions, shares in thousands):~~

Three Months Ended April 30, 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 January 31, 2020 48,269 $ 162.7 28,573 $ (134.7) $ 1,548.7 $ (412.9) $ 1,163.8 $ 58.9 $ 1,222.7
Net income 11.4 11.4 4.4 15.8
Other comprehensive income (loss):
Foreign currency translation (48.7) (48.7) (3.6) (52.3)
Derivative financial instruments, net of immaterial income tax expense (23.1) (23.1) (23.1)
Minimum pension liability adjustment, net of immaterial income tax expense 1.3 1.3 1.3
Comprehensive loss . (59.1) (58.3)
Current period mark to redemption value of redeemable noncontrolling interest (2.2) (2.2) (2.2)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively) (26.1) (26.1) (26.1)
Dividends paid to noncontrolling interests and other — (7.7) (7.7)
Long-term incentive shares issued 153 5.0 (153) 0.3 5.3 5.3
Share based compensation — 0.5 — — 0.5 0.5
Restricted stock, directors 28 1.0 (28) — 1.0 1.0
As of April 30, 2020 48,450 $ 169.2 28,392 $ (134.4) $ 1,531.8 $ (483.4) $ 1,083.2 $ 52.0 $ 1,135.2

~~Table of Contents~~

Six Months Ended April 30, 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 43.7 43.7 8.2 51.9
Other comprehensive income (loss):
Foreign currency translation (49.8) (49.8) (5.6) (55.4)
Derivative financial instruments, net of immaterial income tax expense (22.9) (22.9) (22.9)
Minimum pension liability adjustment, net of $7.5 million of income tax expense 23.0 23.0 23.0
Comprehensive loss . (6.0) (3.4)
Current period mark to redemption value of redeemable noncontrolling interest 1.1 1.1 1.1
Net income allocated to redeemable noncontrolling interests — (0.1) (0.1)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively) (52.0) (52.0) (52.0)
Dividends paid to noncontrolling interests and other — (8.5) (8.5)
Long-term incentive shares issued 153 5.0 (153) 0.3 5.3 5.3
Share based compensation — 0.5 — — 0.5 0.5
Restricted stock, executive 3 0.1 (3) 0.1 0.2 0.2
Restricted stock, directors 28 1 (28) — 1.0 1.0
As of April 30, 2020 48,450 $ 169.2 28,392 $ (134.4) $ 1,531.8 $ (483.4) $ 1,083.2 $ 52.0 $ 1,135.2

~~The following table summarizes the changes in equity for the three and six months ended April 30, 2019 (Dollars in millions, shares in thousands):~~

Three Months Ended April 30, 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 January 31, 2019 48,241 $ 161.5 28,601 $ (134.8) $ 1,471.9 $ (379.4) $ 1,119.2 $ 52.3 $ 1,171.5
Net income 13.6 13.6 7.5 21.1
Other comprehensive income (loss):
Foreign currency translation (12.7) (12.7) (2.0) (14.7)
Derivative financial instruments, net of income tax benefit of $5.3 million (10.0) (10.0) (10.0)
Minimum pension liability adjustment, net of immaterial income tax 0.7 0.7 0.7
Comprehensive loss (8.4) (2.9)
Current period mark to redemption value of redeemable noncontrolling interest 0.8 0.8 0.8
Net income allocated to redeemable noncontrolling interests — (0.5) (0.5)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively) (26.1) (26.1) (26.1)
Dividends paid to noncontrolling interests — (7.5) (7.5)
Restricted stock, directors 25 1.1 (25) — 1.1 1.1
As of April 30, 2019 48,266 $ 162.6 28,576 $ (134.8) $ 1,460.2 $ (401.4) $ 1,086.6 $ 49.8 $ 1,136.4

~~Table of Contents~~

Six Months Ended April 30, 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 43.3 43.3 13.6 56.9
Other comprehensive income (loss):
Foreign currency translation (8.5) (8.5) (1.0) (9.5)
Derivative financial instruments, net of income tax benefit of $3.4 million (15.7) (15.7) (15.7)
Minimum pension liability adjustment, net of immaterial income tax (0.1) (0.1) (0.1)
Comprehensive income 19.0 31.6
Adoption of ASU 2016-16 (2.1) (2.1) (2.1)
Current period mark to redemption value of redeemable noncontrolling interest 1.0 1.0 1.0
Net income allocated to redeemable noncontrolling interests — (1.3) (1.3)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively) (51.8) (51.8) (51.8)
Dividends paid to noncontrolling interests — (7.9) (7.9)
Restricted stock, directors 25 1.1 (25) 1.1 1.1
Long-term incentive shares issued 292 11.0 (292) 0.6 11.6 11.6
As of April 30, 2019 48,266 $ 162.6 28,576 $ (134.8) $ 1,460.2 $ (401.4) $ 1,086.6 $ 49.8 $ 1,136.4

The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, 2020:

(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) (49.8) (22.9) 23.0 (49.7)
Balance as of April 30, 2020 $ (347.8) $ (35.6) $ (100.0) $ (483.4)

~~The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, 2019:~~


(in millions)	(in millions)	Foreign Currency Translation		Interest Rate Derivative		Minimum Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)		(in millions)	Foreign Currency Translation		Derivative Financial Instruments		Minimum Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2018		$	(292.8)	$	13.4	$	(97.7)	$	(377.1)
Balance as of October 31, 2019										Balance as of October 31, 2019	$	(298.0)	$	(12.7)	$	(123.0)	$	(433.7)
Other Comprehensive Income (Loss)	Other Comprehensive Income (Loss)	(8.5)		(15.7)		(0.1)		(24.3)		Other Comprehensive Income (Loss)	(49.8)		(22.9)		23.0		(49.7)
Balance as of April 30, 2019		$	(301.3)	$	(2.3)	$	(97.8)	$	(401.4)
Balance as of April 30, 2020										Balance as of April 30, 2020	$	(347.8)	$	(35.6)	$	(100.0)	$	(483.4)

The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.

NOTE 1612 — BUSINESS SEGMENT INFORMATION

The Company has ~~8 operating segments, which are aggregated into 4 reportable business segments:~~made changes to the operational and financial management practices and procedures of the Rigid Industrial Packaging & ~~Services; Paper Packaging & Services;~~Services and Flexible Products & ~~Services;~~Services segments and ~~Land Management.~~combined the 2 segments under a single global leadership team. These changes were made to enhance cross-selling and service offerings to customers within similar markets and enhance Greif Business System effectiveness. As a result of these changes, during the first quarter of 2021, the Rigid Industrial Packaging & Services reportable segment and the Flexible Products & Services reportable segment have been combined into a single reportable segment known as Global Industrial Packaging. On February 24, 2021, the Company filed a Current Report on Form 8-K with the SEC to furnish certain historical GAAP and non-GAAP financial information in a revised presentation aligned with the Company's new reportable segment structure described above.

The Company’s reportable business segments offer different products and ~~services.~~services and consist of 6 operating segments. The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the ~~2019~~2020 Form 10-K.

The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2021:


	Three Months Ended April 30, 2021
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging	$	250.3	$	410.5	$	137.2	$	798.0
Paper Packaging & Services	528.4		0		8.6		537.0
Land Management	5.6		0		0		5.6
Total net sales	$	784.3	$	410.5	$	145.8	$	1,340.6

	Six Months Ended April 30, 2021
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging	$	453.1	$	741.0	$	263.2	$	1,457.3
Paper Packaging & Services	1,001.9		0		16.0		1,017.9
Land Management	11.9		0		0		11.9
Total net sales	$	1,466.9	$	741.0	$	279.2	$	2,487.1

Table of Contents

~~On April 1, 2020, the Company completed the divestiture of the CPG business. The results of the CPG business were recorded within the Paper Packaging & Services segment as of April 30, 2020.~~

The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2020:

Three Months Ended April 30, 2020
(in millions) United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services $ 220.8 $ 281.3 $ 100.5 $ 602.6
Paper Packaging & Services 475.1 — 6.5 481.6
Flexible Products & Services 5.7 54.9 6.8 67.4
Land Management 6.7 — — 6.7
Total net sales $ 708.3 $ 336.2 $ 113.8 $ 1,158.3

Six Months Ended April 30, 2020
(in millions) United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services $ 422.6 $ 540.1 $ 208.6 $ 1,171.3
Paper Packaging & Services 942.9 — 12.4 955.3
Flexible Products & Services 13.0 103.4 14.0 130.4
Land Management 13.7 — — 13.7
Total net sales $ 1,392.2 $ 643.5 $ 235.0 $ 2,270.7

~~The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2019:~~

Three Months Ended April 30, 2019
(in millions) United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Rigid Industrial Packaging & Services $ 232.9 $ 283.7 $ 115.0 $ 631.6
Paper Packaging & Services 491.6 — 6.0 497.6
Flexible Products & Services 8.6 60.7 7.7 77.0
Land Management 7.1 — — 7.1
Total net sales $ 740.2 $ 344.4 $ 128.7 $ 1,213.3


		Six Months Ended April 30, 2019															Three Months Ended April 30, 2020
(in millions)	(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total		(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Rigid Industrial Packaging & Services		$	458.4	$	535.6	$	235.5	$	1,229.5
Global Industrial Packaging										Global Industrial Packaging	$	226.5	$	336.2	$	107.3	$	670.0
Paper Packaging & Services	Paper Packaging & Services	708.9		—		6.0		714.9		Paper Packaging & Services	475.1		0		6.5		481.6
Flexible Products & Services		16.7		120.0		15.4		152.1
Land Management	Land Management	13.8		—		—		13.8		Land Management	6.7		0		0		6.7
Total net sales	Total net sales	$	1,197.8	$	655.6	$	256.9	$	2,110.3	Total net sales	$	708.3	$	336.2	$	113.8	$	1,158.3

											Six Months Ended April 30, 2020
(in millions)										(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging										Global Industrial Packaging	$	435.6	$	643.5	$	222.6	$	1,301.7
Paper Packaging & Services										Paper Packaging & Services	942.9		0		12.4		955.3
Land Management										Land Management	13.7		0		0		13.7
Total net sales										Total net sales	$	1,392.2	$	643.5	$	235.0	$	2,270.7

The following segment information is presented for the periods indicated:


	Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	2021		2020		2021		2020
Operating profit (loss):
Global Industrial Packaging	$	76.4	$	75.1	$	130.4	$	119.9
Paper Packaging & Services	27.3		(5.5)		41.6		27.0
Land Management	96.9		2.4		98.6		4.3
Total operating profit	$	200.6	$	72.0	$	270.6	$	151.2

Depreciation, depletion and amortization expense:
Global Industrial Packaging	$	21.2	$	21.5	$	42.2	$	42.6
Paper Packaging & Services	36.9		38.8		74.1		78.0
Land Management	0.7		0.9		1.8		1.9
Total depreciation, depletion and amortization expense	$	58.8	$	61.2	$	118.1	$	122.5

Table of Contents

Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2020 2019 2020 2019
Operating profit:
Rigid Industrial Packaging & Services $ 70.5 $ 47.0 $ 113.3 $ 70.3
Paper Packaging & Services (5.5) 30.2 27.0 65.5
Flexible Products & Services 4.6 11.2 6.6 17.2
Land Management 2.4 2.2 4.3 4.8
Total operating profit $ 72.0 $ 90.6 $ 151.2 $ 157.8
Depreciation, depletion and amortization expense:
Rigid Industrial Packaging & Services $ 20.0 $ 18.7 $ 39.6 $ 38.4
Paper Packaging & Services 38.8 34.2 78.0 43.0
Flexible Products & Services 1.5 1.6 3.0 3.3
Land Management 0.9 1.0 1.9 2.1
Total depreciation, depletion and amortization expense $ 61.2 $ 55.5 $ 122.5 $ 86.8

The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:


(in millions)	(in millions)	April 30, 2020		October 31, 2019		(in millions)	April 30, 2021		October 31, 2020
Assets:	Assets:					Assets:
Rigid Industrial Packaging & Services		$	2,072.7	$	2,006.3
Global Industrial Packaging						Global Industrial Packaging	$	2,561.7	$	2,338.5
Paper Packaging & Services	Paper Packaging & Services	2,691.7		2,686.3		Paper Packaging & Services	2,470.2		2,524.3
Flexible Products & Services		154.7		148.2
Land Management	Land Management	349.1		348.7		Land Management	247.8		348.6
Total segments	Total segments	5,268.2		5,189.5		Total segments	5,279.7		5,211.4
Corporate and other	Corporate and other	260.8		237.2		Corporate and other	308.2		299.5
Total assets	Total assets	$	5,529.0	$	5,426.7	Total assets	$	5,587.9	$	5,510.9

Long lived assets, net*:	Long lived assets, net*:					Long lived assets, net*:
United States	United States	$	1,441.3	$	1,295.8	United States	$	1,309.3	$	1,345.8
Europe, Middle East and Africa	Europe, Middle East and Africa	366.5		277.1		Europe, Middle East and Africa	372.9		377.6
Asia Pacific and other Americas	Asia Pacific and other Americas	109.3		117.4		Asia Pacific and other Americas	116.6		111.0
Total long-lived assets, net	Total long-lived assets, net	$	1,917.1	$	1,690.3	Total long-lived assets, net	$	1,798.8	$	1,834.4
* current year disclosure includes impact of capitalization of operating lease assets
*includes impact of capitalization of operating lease assets						*includes impact of capitalization of operating lease assets

NOTE 1713 — ~~REDEEMABLE NONCONTROLLING INTERESTS~~DISPOSALS OF TIMBERLAND

~~Mandatorily Redeemable Noncontrolling Interests~~

On February 24, 2021, the Company entered into an agreement to sell approximately 69,200 acres of its Alabama timberland properties to Weyerhaeuser Company. The ~~terms~~transaction closed during the second quarter for approximately $145.1 million in cash, after deducting $4.3 million in closing costs. Cash proceeds were applied toward debt repayment. As a result of the ~~joint venture agreement for one joint venture within~~sale of the ~~Rigid Industrial Packaging & Services segment include mandatory redemption by~~Alabama timberland properties, the Company ~~in cash,~~recorded a gain of the noncontrolling interest holders’ equity at a formulaic price after the expiration of a lockout period specific to each noncontrolling interest holder. The redemption features cause the interest to be classified as a mandatorily redeemable instrument under the accounting guidance, and this interest is included at the current redemption value each period in long-term or short-term liabilities of the Company, as applicable. The impact of marking to redemption value at each period end is recorded in interest expense. The carrying amount is not reduced below the initially recorded contribution. The Company has a contractual obligation to redeem the outstanding equity interest of each remaining partner in 2022 and 2023, respectively.$95.7 million.

~~Table of Contents~~

~~The following table summarizes the change in mandatorily redeemable noncontrolling interest for the six months ended April 30, 2020:~~


~~(in millions)~~	Mandatorily Redeemable Noncontrolling Interest






~~Balance as of October 31, 2019~~	$	~~8.4~~
~~Current period mark to redemption value~~	—

~~Balance as of April 30, 2020~~	$	~~8.4~~

~~Redeemable Noncontrolling Interests~~

Redeemable noncontrolling interests related to 2 joint ventures within the Paper Packaging & Services segment and 1 joint venture within the Rigid Industrial Packaging & Services segment are held by the respective noncontrolling interest owners. The holders of these interests share in the profits and losses of these entities on a pro-rata basis with the Company. However, the noncontrolling interest owners have the right to put all or a portion of those noncontrolling interests to the Company at a formulaic price after a set period of time, specific to each agreement.

Redeemable noncontrolling interests are reflected in the interim condensed consolidated balance sheets at redemption value. The following table summarizes the change in redeemable noncontrolling interest for the six months ended April 30, 2020:


~~(in millions)~~	Redeemable Noncontrolling Interest







~~Balance as of October 31, 2019~~	$	~~21.3~~
~~Current period mark to redemption value~~	~~(1.1)~~

~~Redeemable noncontrolling interest share of income and other~~	~~0.1~~
~~Dividends to redeemable noncontrolling interest and other~~	~~(0.3)~~
~~Balance as of April 30, 2020~~	$	~~20.0~~

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The terms “Greif,” “our company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-Q to the years, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

The discussion and analysis presented below relates to the material changes in financial condition and results of operations for our interim condensed consolidated balance sheets as of April 30, ~~2020~~2021 and October 31, ~~2019,~~2020, and for the interim condensed consolidated statements of income for the three and six months ended April 30, ~~2020~~2021 and ~~2019.~~2020. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended October 31, ~~2019~~2020 (the ~~“2019~~“2020 Form 10-K”). Readers are encouraged to review the entire ~~2019~~2020 Form 10-K, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.

All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, trends and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “aspiration,” “objective,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this Form 10-Q are based on assumptions, expectations and other information currently available to management. Although we believe that the expectations reflected in forward-looking statements have a reasonable basis, we can give no assurance that these expectations will prove to be correct.

Forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, whether expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) our global operations subject us to currency exchange and political risks that could adversely affect our results of operations, (iii) the COVID-19 pandemic could continue to impact any combination of our business, financial condition, results of operations and cash flows, (iv) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business, (v) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (vi) we operate in highly competitive industries, (vii) our business is sensitive to changes in industry demands and customer preferences, (viii) raw material, energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (ix) the frequency and volume of our timber and timberland sales will impact our financial performance, (x) we may not successfully implement our business strategies, including achieving our growth objectives, ~~(iii)~~(xi) we may encounter difficulties or liabilities arising from acquisitions or divestitures, (xii) the acquisition of Caraustar Industries, Inc. and its subsidiaries subjects us to various risks and uncertainties, (xiii) we may incur additional restructuring costs and there is no guarantee that our efforts to reduce costs will be successful, (xiv) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xv) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xvi) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xvii) our business may be adversely impacted by work stoppages and other labor relations matters, (xviii) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage and general insurance premium and deductible increases, (xix) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xx) a security breach of customer, employee, supplier or company information may have a material adverse effect on our business, financial condition, results of operations and cash flows, (xxi) changes in U.S. GAAP and SEC rules and regulations concerning the maintenance of effective internal controls could materially impact our reported financial results, (xxii) we could be subject to changes in our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xxiii) full realization of our deferred tax assets may be affected by a number of factors, (xxiv) our level of indebtedness could adversely affect our liquidity, limit our flexibility in responding to business opportunities, and increase our vulnerability to adverse changes in economic and industry conditions, ~~(iv) our operations subject us to currency exchange~~(xxv) we have a significant amount of goodwill and ~~political risks that could~~long-lived assets which, if impaired in the future, would adversely ~~affect~~impact our results of operations, (v) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business, (vi) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (vii) we operate in highly competitive industries, (viii) our business is sensitive to changes in industry demands, (ix) raw material and energy price fluctuations and shortages may adversely impact our manufacturing operations and costs, (x) changes in U.S. trade policies could impact the cost of imported goods into the U.S., which may materially impact our revenues or increase our operating costs, (xi) the results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business, (xii) geopolitical conditions, including direct or indirect acts of war or terrorism, could have a material adverse effect on our operations and financial results, (xiii) we may encounter difficulties arising from acquisitions, (xiv) in connection with acquisitions or divestitures, we may become subject to liabilities, (xv) the acquisition of Caraustar Industries, Inc. and its subsidiaries ("Caraustar") subjects us to various risks and uncertainties, (xvi) we may incur additional restructuring costs and there is no guarantee that our efforts to reduce costs will be successful, (xvii) we could be subject to changes our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xviii) full realization of our deferred tax assets may be affected by a number of factors, (xix) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xx) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xxi) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xxii) our business may be adversely impacted by work stoppages and other labor relations matters, (xxiii) we may not successfully identify illegal immigrants in our workforce, (xxiv)(xxvi) our pension and postretirement plans are underfunded and will require future cash contributions and our required future cash contributions could be higher than we expect, each of which could have a

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material adverse effect on our financial condition and liquidity, (xxv) we may be subject to losses that might not be covered in whole or in part by existing insurance reserves or insurance coverage, (xxvi) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xxvii) ~~a security breach of customer, employee, supplier or Company information may have a material adverse effect on our business, financial~~

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~~condition and results of operations, (xxviii)~~ legislation/regulation related to environmental and health and safety matters and corporate social responsibility could negatively impact our operations and financial performance, ~~(xxix)~~(xxviii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, ~~(xxx)~~(xxix) we may incur fines or penalties, damage to our reputation or other adverse consequences if our employees, agents or business partners violate, or are alleged to have violated, anti-bribery, competition or other laws, ~~(xxxi) the current COVID-19 pandemic could have a material adverse effect on our business, financial condition, results of operations and cash flow, (xxxii)~~(xxx) changing climate, climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxxiii) the frequency and volume of our timber and timberland sales will impact our financial performance, (xxxiv) changes in U.S. generally accepted accounting principles ("GAAP") and Securities and Exchange Commission ("SEC") rules and regulations could materially impact our reported results, (xxxv) if we fail to maintain an effective system of internal control, we may not be able to accurately report financial results or prevent fraud, and (xxxvi) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations.performance. The risks described above are not all-inclusive, and given these and other possible risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected or anticipated, see “Risk Factors” in Part I, Item 1A of our most recently filed Form 10-K, updated by Part II Item 1A of this Form 10-Q, and our other filings with the SEC. All forward-looking statements made in this Form 10-Q are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

~~COVID-19~~

~~The impact of COVID-19 on our future results of operations and financial condition are highly uncertain at this time and outside of our control.~~ The scope, duration and magnitude of the effects of COVID-19 are evolving rapidly and in ways that are difficult or impossible to anticipate. For a discussion of the most significant risks and uncertainties that could impact our results of operations, financial position, liquidity or cash flows as a result of the COVID-19 pandemic, see “Part II-Item 1A-Risk Factors” included in this Form 10-Q.

OVERVIEW

Business Segments

We ~~operate in four reportable business segments: Rigid Industrial Packaging & Services; Paper Packaging & Services; Flexible Products & Services;~~have made changes to the operational and ~~Land Management.~~

Infinancial management practices and procedures of the Rigid Industrial Packaging & Services and Flexible Products & Services segments and combined the two segments under a single global leadership team. These changes were made to enhance cross-selling and service offerings to customers within similar markets and enhance Greif Business System effectiveness. As a result of these changes, during the first quarter of 2021, the Rigid Industrial Packaging & Services reportable segment and the Flexible Products & Services reportable segment have been combined into a single reportable segment known as Global Industrial Packaging. On February 24, 2021 we filed a Current Report on Form 8-K with the SEC to furnish certain historical GAAP and non-GAAP financial information in a revised presentation aligned with our new reportable segment structure described above.

In the Global Industrial Packaging segment, we are a leading global producer 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. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is produced at our production sites, as well as sourced from strategic regional suppliers. We sell our industrial packaging products on a global basis to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agricultural, pharmaceutical and minerals, among others.

In the Paper Packaging & Services segment, we produce and sell 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. However, April 1, 2020, we completed the divestiture of the Consumer Packaging Group ("CPG") business, and we no longer produce and sell consumer packaging products (folding cartons, set-up boxes, and packaging services).

In the Flexible Products & Services segment, we are a leading global producer of flexible intermediate bulk containers and related services. Our flexible intermediate bulk containers consist of a polypropylene-based woven fabric that is produced at our production sites, as well as sourced from strategic regional suppliers. Our flexible products are sold globally and service customers and market segments similar to those of our Rigid Industrial Packaging & Services segment. Additionally, our flexible products significantly expand our presence in the agricultural and food industries, among others.

In the Land Management segment, we are focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, we seek to maintain a

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consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use land, which consists of surplus land, higher and better use ("HBU") land and development land. As of April 30, ~~2020,~~2021, we owned approximately ~~245,000~~175,000 acres of timber property in the southeastern United ~~States.~~States, which includes 18,800 acres of special use land. During the second quarter of 2021, we entered into, and closed, an agreement to sell approximately 69,200 acres of our timberland acreage in southwest Alabama to Weyerhaeuser Company and a subsidiary for approximately $145.1 million in cash, after closing costs of $4.3 million. Cash proceeds were applied toward debt repayment.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these interim condensed consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities as of the date of our interim condensed consolidated financial statements.

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Our critical accounting policies are discussed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of the ~~2019~~2020 Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the interim condensed consolidated financial statements with useful and reliable information about our results of operations and financial condition. NoThere have been no material changes to our critical accounting policies ~~as previously disclosed, have occurred during~~from the ~~first six months of 2020.~~disclosures contained in the 2020 Form 10-K.

Recently Issued and Newly Adopted Accounting Standards

See Note 1 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for a detailed description of recently issued and newly adopted accounting standards.

RESULTS OF OPERATIONS

COVID-19 has materially impacted the global economic environment. In response to the outbreak of COVID-19, governmental authorities throughout the world have implemented numerous measures to try to reduce the spread and impact of the virus, including quarantines, shelter in place, and shutdowns of so-called “nonessential” businesses. Under the guidance issued by the U.S. Department of Homeland Security, and similar designations by governmental authorities throughout the world, the products we manufacture and the services we provide have been deemed “essential” and, as a result, governments in every country in which we do business have allowed our operations to continue without disruption. However, a significant number of our customers or our customer’s end use markets are deemed nonessential under some governmental orders or have suspended operations due to a decreased demand for their products resulting from the negative economic conditions. For the markets we serve, for example, we have seen a softening in demand within the textile, automotive, durable goods and lubricant industries offset by an increase in demand, which may be temporary, from the food, pharmaceutical and household goods industries. We have also benefited from increased customer stocking of certain products as a reaction to the uncertainty created by COVID-19. As a results, as of April 30, 2020, we do not believe our financial results have been significantly impacted by COVID-19 for the three and six months ended April 30, 2020.

~~However, we believe that our financial results may be significantly impacted by the effects of COVID-19 for the remainder of 2020. See "Trends" below.~~

The following comparative information is presented for the three and six months ended April 30, ~~2020~~2021 and ~~2019.~~2020. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors.

Items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A — Risk Factors, of the ~~2019~~2020 Form 10-K, updated by Part II, Item 1A of this Form 10-Q. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.

The non-GAAP financial measures of EBITDA and Adjusted EBITDA are used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted EBITDA is defined as EBITDA plus any restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges (income), plus incremental COVID-19 costs, net, plus ~~non-cash pension settlement (income) charges, less~~any loss (gain) ~~loss~~ on disposal of properties, plants, equipment and businesses, plus timberlands gains, net. Since we do not calculate net income by business segment, EBITDA and Adjusted EBITDA by business segment are reconciled to operating profit by business segment. In that case, EBITDA is defined as operating profit by business segment less non-cash pension settlement charges (income), less other ~~(income)~~ expense, net, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that business segment, and Adjusted EBITDA is defined as EBITDA plus any restructuring charges, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges (income), plus incremental COVID-19 costs, net, plus ~~non-cash pension settlement (income) charges, less~~

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any loss (gain) ~~loss~~ on disposal of properties, plants, equipment and businesses, net, plus timberlands gains, net, for that business segment. We use EBITDA and Adjusted EBITDA as financial measures to evaluate our historical and ongoing operations and believe that these non-GAAP financial measures are useful to enable investors to perform meaningful comparisons of our historical and current performance. In addition, we present our U.S. and non-U.S. income before income taxes after eliminating the impact of any restructuring charges, acquisition and integration related costs, non-cash asset impairment charges, non-cash pension settlement ~~(income)~~ charges ~~restructuring charges, acquisition and integration related~~(income), incremental COVID-19 costs, ~~and (gains) losses~~net, loss on ~~sales~~sale of businesses, net and timberland gains, net which are non-GAAP financial measures. We believe that excluding the impact of these adjustments ~~enable~~enables investors to perform a meaningful comparison of our current and historical performance that investors find valuable. The foregoing non-GAAP financial measures are intended to supplement, and should be read together with, our financial results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures.

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Second Quarter Results

The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our business segments for the three months ended April 30, ~~2020~~2021 and ~~2019:~~2020:


		Three Months Ended April 30,							Three Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
Net sales:	Net sales:					Net sales:
Rigid Industrial Packaging & Services		$	602.6	$	631.6
Global Industrial Packaging						Global Industrial Packaging	$	798.0	$	670.0
Paper Packaging & Services	Paper Packaging & Services	481.6		497.6		Paper Packaging & Services	537.0		481.6
Flexible Products & Services		67.4		77.0
Land Management	Land Management	6.7		7.1		Land Management	5.6		6.7
Total net sales	Total net sales	$	1,158.3	$	1,213.3	Total net sales	$	1,340.6	$	1,158.3
Operating (loss) profit:
Rigid Industrial Packaging & Services		$	70.5	$	47.0
Operating profit (loss):						Operating profit (loss):
Global Industrial Packaging						Global Industrial Packaging	$	76.4	$	75.1
Paper Packaging & Services	Paper Packaging & Services	(5.5)		30.2		Paper Packaging & Services	27.3		(5.5)
Flexible Products & Services		4.6		11.2
Land Management	Land Management	2.4		2.2		Land Management	96.9		2.4
Total operating profit	Total operating profit	$	72.0	$	90.6	Total operating profit	$	200.6	$	72.0
EBITDA:	EBITDA:					EBITDA:
Rigid Industrial Packaging & Services		$	89.9	$	62.5
Global Industrial Packaging						Global Industrial Packaging	$	95.1	$	96.0
Paper Packaging & Services	Paper Packaging & Services	33.5		65.4		Paper Packaging & Services	64.1		33.5
Flexible Products & Services		6.1		12.8
Land Management	Land Management	3.3		3.2		Land Management	97.6		3.3
Total EBITDA	Total EBITDA	$	132.8	$	143.9	Total EBITDA	$	256.8	$	132.8
Adjusted EBITDA:	Adjusted EBITDA:					Adjusted EBITDA:
Rigid Industrial Packaging & Services		$	92.2	$	68.9
Global Industrial Packaging						Global Industrial Packaging	$	106.2	$	99.1
Paper Packaging & Services	Paper Packaging & Services	79.1		82.1		Paper Packaging & Services	68.3		79.1
Flexible Products & Services		6.9		7.7
Land Management	Land Management	3.1		3.3		Land Management	2.1		3.1
Total Adjusted EBITDA	Total Adjusted EBITDA	$	181.3	$	162.0	Total Adjusted EBITDA	$	176.6	$	181.3

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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 April 30, ~~2020~~2021 and ~~2019:~~2020:


		Three Months Ended April 30,							Three Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
Net income	Net income	$	15.8	$	21.1	Net income	$	154.0	$	15.8
Plus: interest expense, net	Plus: interest expense, net	29.3		33.9		Plus: interest expense, net	26.7		29.3
Plus: debt extinguishment charges		—		21.9

Plus: income tax expense	Plus: income tax expense	26.5		11.5		Plus: income tax expense	17.3		26.5
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	61.2		55.5		Plus: depreciation, depletion and amortization expense	58.8		61.2
EBITDA	EBITDA	$	132.8	$	143.9	EBITDA	$	256.8	$	132.8
Net income	Net income	$	15.8	$	21.1	Net income	$	154.0	$	15.8
Plus: interest expense, net	Plus: interest expense, net	29.3		33.9		Plus: interest expense, net	26.7		29.3
Plus: income tax expense						Plus: income tax expense	17.3		26.5
Plus: non-cash pension settlement charges						Plus: non-cash pension settlement charges	0.1		—

Plus: debt extinguishment charges		—		21.9
Plus: income tax expense		26.5		11.5
Plus: other expense, net	Plus: other expense, net	1.1		2.3		Plus: other expense, net	2.8		1.1
Plus: equity earnings of unconsolidated affiliates, net of tax	Plus: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)		Plus: equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)
Operating profit	Operating profit	72.0		90.6		Operating profit	200.6		72.0
Less: non-cash pension settlement charges						Less: non-cash pension settlement charges	0.1		—
Less: other expense, net	Less: other expense, net	1.1		2.3		Less: other expense, net	2.8		1.1

Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)		Less: equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	61.2		55.5		Plus: depreciation, depletion and amortization expense	58.8		61.2
EBITDA	EBITDA	132.8		143.9		EBITDA	256.8		132.8
Plus: restructuring charges	Plus: restructuring charges	4.4		7.5		Plus: restructuring charges	12.0		4.4
Plus: timberland gains						Plus: timberland gains	(95.7)		—
Plus: acquisition and integration related costs	Plus: acquisition and integration related costs	4.8		13.8		Plus: acquisition and integration related costs	1.8		4.8
Plus: non-cash asset impairment charges	Plus: non-cash asset impairment charges	1.3		—		Plus: non-cash asset impairment charges	0.2		1.3

Plus: non-cash pension settlement charges						Plus: non-cash pension settlement charges	0.1		—
Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.9		—		Plus: incremental COVID-19 costs, net	1.2		0.9
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net		37.1		(3.2)
Less: loss on disposal of properties, plants, equipment, and businesses, net						Less: loss on disposal of properties, plants, equipment, and businesses, net	0.2		37.1
Adjusted EBITDA	Adjusted EBITDA	$	181.3	$	162.0	Adjusted EBITDA	$	176.6	$	181.3

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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 April 30, ~~2020~~2021 and ~~2019:~~2020:


		Three Months Ended April 30,							Three Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
Rigid Industrial Packaging & Services
Global Industrial Packaging						Global Industrial Packaging
Operating profit	Operating profit	$	70.5	$	47.0	Operating profit	$	76.4	$	75.1
Less: other expense, net	Less: other expense, net	1.3		3.3		Less: other expense, net	2.8		1.3

Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)		Less: equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	20.0		18.7		Plus: depreciation and amortization expense	21.2		21.5
EBITDA	EBITDA	89.9		62.5		EBITDA	95.1		96.0
Plus: restructuring charges	Plus: restructuring charges	2.0		4.4		Plus: restructuring charges	10.2		2.7
Plus: acquisition and integration related costs		—		0.2

Plus: non-cash asset impairment charges	Plus: non-cash asset impairment charges	1.3		—		Plus: non-cash asset impairment charges	0.2		1.3

Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.3		—		Plus: incremental COVID-19 costs, net	0.5		0.4
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net		(1.3)		1.8
Plus: loss (gain) on disposal of properties, plants, equipment, and businesses, net						Plus: loss (gain) on disposal of properties, plants, equipment, and businesses, net	0.2		(1.3)
Adjusted EBITDA	Adjusted EBITDA	$	92.2	$	68.9	Adjusted EBITDA	$	106.2	$	99.1
Paper Packaging & Services	Paper Packaging & Services					Paper Packaging & Services
Operating (loss) profit		$	(5.5)	$	30.2
Operating profit (loss)						Operating profit (loss)	$	27.3	$	(5.5)
Less: non-cash pension settlement charges						Less: non-cash pension settlement charges	0.1		—
Less: other income, net	Less: other income, net	(0.2)		(1.0)		Less: other income, net	—		(0.2)

Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	38.8		34.2		Plus: depreciation and amortization expense	36.9		38.8
EBITDA	EBITDA	33.5		65.4		EBITDA	64.1		33.5
Plus: restructuring charges	Plus: restructuring charges	1.7		3.0		Plus: restructuring charges	1.7		1.7
Plus: acquisition and integration related costs	Plus: acquisition and integration related costs	4.8		13.6		Plus: acquisition and integration related costs	1.8		4.8

Plus: non-cash pension settlement charges						Plus: non-cash pension settlement charges	0.1		—
Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.5		—		Plus: incremental COVID-19 costs, net	0.7		0.5
Less: loss on disposal of properties, plants, equipment, and businesses, net		38.6		0.1
Adjusted EBITDA		$	79.1	$	82.1
Flexible Products & Services
Operating profit		$	4.6	$	11.2

Plus: depreciation and amortization expense		1.5		1.6
EBITDA		6.1		12.8
Plus: restructuring charges		0.7		—
Plus: incremental COVID-19 costs, net		0.1		—
Less: gain on disposal of properties, plants, equipment, and businesses, net		—		(5.1)
Less: loss (gain) on disposal of properties, plants, equipment, and businesses, net						Less: loss (gain) on disposal of properties, plants, equipment, and businesses, net	(0.1)		38.6
Adjusted EBITDA	Adjusted EBITDA	$	6.9	$	7.7	Adjusted EBITDA	$	68.3	$	79.1
Land Management	Land Management					Land Management
Operating profit	Operating profit	$	2.4	$	2.2	Operating profit	$	96.9	$	2.4

Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	0.9		1.0		Plus: depreciation, depletion and amortization expense	0.7		0.9
EBITDA	EBITDA	3.3		3.2		EBITDA	97.6		3.3

Plus: restructuring charges	Plus: restructuring charges	—		0.1		Plus: restructuring charges	0.1		—
Less: gain on disposal of properties, plants, equipment, and businesses, net		(0.2)		—
Plus: timberland gains						Plus: timberland gains	(95.7)		—
Less: loss (gain) on disposal of properties, plants, equipment, and businesses, net						Less: loss (gain) on disposal of properties, plants, equipment, and businesses, net	0.1		(0.2)
Adjusted EBITDA	Adjusted EBITDA	$	3.1	$	3.3	Adjusted EBITDA	$	2.1	$	3.1

Net Sales

Net sales were $1,340.6 million for the second quarter of 2021 compared with $1,158.3 million for the second quarter of ~~2020 compared with $1,213.3~~2020. The $182.3 million increase was primarily due to higher volumes and higher average sale prices across the segments. Net sales for the second quarter ~~of 2019. The $55.0~~2020 included $35.4 million ~~decrease was primarily due to lower average~~of net sales ~~prices as a result of raw material price decreases and corresponding contractual price adjustment mechanisms,~~attributable to the ~~divestiture of the CPG~~divested Consumer Packaging Group business, ~~and the impact of foreign currency translation, partially offset by the additional~~ ~~Caraustar~~ ~~ownership period and strategic pricing actions.~~which was sold on April 1, 2020. See the "Segment Review" below for additional information on net sales by segment for the second quarter of ~~2020.~~

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2021.

Gross Profit

Gross profit was $265.9 million for the second quarter of 2021 compared with $240.7 million for the second quarter of ~~2020 compared with $248.7 million for the second quarter of 2019.~~2020. The ~~respective~~ reasons for the ~~improvement or decline~~changes in gross profit ~~as the case may be,~~ for each segment are described below in the “Segment Review.” Gross profit margin was 19.8 percent for the second quarter of 2021 compared with 20.8 percent for the second quarter of ~~2020 compared with 20.5 percent for the second quarter~~2020.

Table of ~~2019.~~Contents

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $146.8 million for the second quarter of 2021 and $121.1 million for the second quarter of ~~2020 and $140.0 million~~2020. SG&A expenses were 11.0 percent of net sales for the second quarter of ~~2019. This decrease was primarily due to a reduction in performance based compensation, salaries and benefits costs, professional fees, and business travel. SG&A expenses were~~2021 compared with 10.5 percent of net sales for the second quarter of ~~2020 compared with 11.5 percent of net sales for the second quarter of 2019.~~2020. The increase in SG&A expenses was primarily due to increased incentive accruals.

~~Restructuring Charges~~Timberland Gains

~~Restructuring charges~~Timberland gains were ~~$4.4~~$95.7 million for the second quarter of ~~2020 compared with $7.5~~2021 and zero for the second quarter of 2020. During the second quarter of 2021, we completed the sale of approximately 69,200 acres of our timberland acreage in southwest Alabama to Weyerhaeuser Company for approximately $145.1 million in cash after closing costs, which totaled $4.3 million. Proceeds were applied toward debt repayment.

Financial Measures

Operating profit was $200.6 million for the second 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 $4.8 million for the second quarter of 2020~~2021 compared with ~~$13.8 million for the second 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 decrease in acquisition and integration related costs was primarily due to reduction of expenses over those incurred in connection with the Caraustar Acquisition last year. 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 $1.3 million for the second quarter of 2020 compared with zero for the second 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 $1.3 million and $4.9 million for the second quarter of 2020 and 2019, respectively.~~

~~Loss on Disposal of Businesses, net~~

The loss on disposal of business, net was $38.4 million and $1.7 million for the second quarter of 2020 and 2019, respectively. This increase was primarily due to the divestiture of the CPG business. See Note 2 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

~~Financial Measures~~

~~Operating profit was~~ $72.0 million for the second quarter of ~~2020 compared with $90.6~~2020. Net income was $154.0 million for the second quarter of ~~2019. Net income was~~2021 compared with $15.8 million for the second quarter of ~~2020 compared with $21.1~~2020. Adjusted EBITDA was $176.6 million for the second quarter of ~~2019. Adjusted EBITDA was~~2021 compared with $181.3 million for the second quarter of ~~2020 compared with $162.0 million~~2020. The reasons for the ~~second quarter of 2019. The $19.3 million increase~~changes in Adjusted EBITDA ~~was primarily due to favorable timing on contractual price adjustment mechanisms,~~for each segment are described below in the ~~eleven day additional Caraustar ownership period this quarter and a reduction in SG&A expense.~~"Segment Review."

Trends

We anticipate the demand ~~softness~~trends reflected in our industrial manufacturing businesses, particularly in North America, for the remainder of our fiscal year, although more severe in our third quarter than in our fourth quarter. The increased customer stocking due to concerns over COVID-19 that occurred during our second quarter will result in decreased demand in many of our regions and businesses until restocking occurs. This will be partially offset by month over month demand increasing as businesses in end markets that were adversely affected by COVID-19, including automobile manufacturers and their supply chain and lubricant,

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paint, chemical and textile manufacturers, resume more normal production levels; although we believe this will be a slow process and volumes will be significantly lower on a year over year basis comparedresults to ~~2019.~~

We expect raw material prices for steel and resin to remain relatively stable throughout the remainder of 2020. However, prices for old corrugated containers in the U.S. have been increasing due to supply shortages caused by the impact of COVID-19 on the collection of used containers. We expect such prices to peakcontinue during our third ~~quarter~~quarter. In addition, we expect the steel supply markets to remain tight in the Americas, Europe, the Middle East, and ~~decrease over the remainder~~Africa through our second half of the year ~~to levels comparable to last year. These increases will continue to intensify the price-cost squeeze in our Paper Packaging & Services segment.~~

~~We also anticipate global macroeconomic conditions~~and prices to continue to ~~remain volatile throughout~~increase. Similarly, the ~~remainder of~~resin supply market is also tight and prices are expected to continue increasing near term. Raw materials used in our ~~fiscal~~paper packaging business are expected to increase through our third quarter. We also expect higher transportation and insurance costs relative to last year due to ~~the ongoing direct and indirect economic impacts of COVID-19 on our customers and their customers.~~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 ~~$602.6~~$798.0 million for the second quarter of ~~2020~~2021 compared with ~~$631.6~~$670.0 million for the second quarter of ~~2019.~~2020. The ~~$29.0~~$128.0 million ~~decrease~~increase in net sales was primarily due to ~~foreign currency translation impact~~higher volumes and ~~lower~~higher average sale prices ~~as a result of raw material price decreases and corresponding contractual price adjustment mechanisms, partially offset by strategic pricing actions and stronger volumes~~ in ~~certain regions.~~addition to favorable foreign currency fluctuation.

Gross profit was ~~$129.3~~$170.1 million for the second quarter of ~~2020~~2021 compared with ~~$121.0~~$143.2 million for the second quarter of ~~2019.~~2020. The ~~$8.3~~$26.9 million increase in gross profit was primarily due to the ~~lower priced raw materials, the timing of contractual pass through arrangements, strategic pricing actions, and product mix shifts.~~same factors as net sales. Gross profit margin ~~increased to 21.5~~was 21.3 percent ~~from 19.2~~and 21.4 percent for the three months ended April 30, 2021 and 2020, ~~and 2019,~~ respectively.

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Operating profit was ~~$70.5~~$76.4 million for the second quarter of ~~2020~~2021 compared with operating profit of ~~$47.0~~$75.1 million for the second quarter of ~~2019.~~2020. Adjusted EBITDA was ~~$92.2~~$106.2 million for the second quarter of ~~2020~~2021 compared with ~~$68.9~~$99.1 million for the second quarter of ~~2019.~~2020. The $7.1 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit, ~~and~~partially offset by the impact of higher SG&A costs as a ~~reduction in the segment’s SG&A expense due to a decrease in performance based compensation, cost reduction activities, and the segment receiving a smaller portion~~result of ~~allocated corporate costs.~~increased incentive accruals.

Paper Packaging & Services

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. ~~On April 1, 2020, we completed the divestiture~~

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~~of the CPG business and we no longer produce and sell consumer packaging products (folding cartons, set-up boxes, and packaging services).~~ 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;

•Acquisition of businesses and facilities;

•~~Restructuring charges;~~ and

•Divestiture of businesses and facilities.

Net sales were $537.0 million for the second quarter of 2021 compared with $481.6 million for the second quarter of 2020. The $55.4 million increase was primarily due to higher published containerboard and boxboard prices and higher volumes. Net sales for the second quarter 2020 ~~compared with $497.6~~included $35.4 million of net sales attributable to the divested Consumer Packaging Group business, which was sold on April 1, 2020.

Gross profit was $93.9 million for the second quarter of 2019. The $16.0 million decrease was primarily due to lower published containerboard and boxboard prices and the divestment of the CPG business, partially offset by the Company's eleven day additional ownership period for the quarter2021 compared ~~to 2019. The Company took approximately 24,000 tons of economic downtime across its containerboard operations during the quarter.~~

~~Gross profit was~~with $94.9 million for the second quarter of ~~2020 compared with $108.3 million for the second quarter of 2019.~~2020. The decrease in gross profit was primarily due to ~~the same factors that impacted~~higher old corrugated container and other input costs and higher transportation expenses, mostly offset by higher net sales. Gross profit margin was ~~19.7~~17.5 percent and ~~21.8~~19.7 percent for the second quarter of ~~2020~~2021 and ~~2019,~~2020, respectively.

Operating ~~(loss)~~ profit ~~was $(5.5)~~of $27.3 million for the second quarter of ~~2020~~2021 compared with ~~$30.2~~a loss of $5.5 million for the second quarter of ~~2019.~~2020. The ~~decrease~~increase in operating profit was ~~primarily~~ due to the inclusion of $38.6 million related to the loss on the divestment of the ~~CPG~~Consumer Packaging Group business ~~due~~during the second quarter of 2020, which decreased operating profit and was primarly related to the allocation of goodwill to the transaction. Adjusted EBITDA was $68.3 million for the second quarter of 2021 compared with $79.1 million for the second quarter of ~~2020 compared with $82.1 million for the second quarter of 2019.~~2020. The ~~$3.0~~$10.8 million decrease in Adjusted EBITDA was primarily due to the same factors that impacted ~~net sales and~~gross profit combined with the ~~segment receiving a greater portion~~impact of ~~allocated corporate costs, partially offset by a reduction in the segment’s~~higher SG&A ~~expense due to a decrease in performance based compensation and cost reduction activities.~~

~~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 $67.4 million for the second quarter of 2020 compared with $77.0 million for the second quarter of 2019. The $9.6 million decrease was primarily due to continued demand softness and lower average sale prices primarily as a result of ~~raw material price decreases and corresponding contractual price adjustment mechanisms.~~higher corporate allocations resulting from higher incentive accruals at the corporate level.

Gross profit was $13.9 million for the second quarter of 2020 compared with $16.6 million for the second quarter of 2019. The decrease was primarily due to the same factors that impacted net sales, partially offset by the timing of contractual pass through arrangements for raw material price decreases. The decrease in gross profit margin to 20.6 percent for the second quarter of 2020 from 21.6 percent for the second quarter of 2019 was primarily due to the same factors.

Operating profit was $4.6 million for the second quarter of 2020 compared with $11.2 million for the second quarter of 2019. Adjusted EBITDA was $6.9 million for the second quarter of 2020 compared with $7.7 million for the second 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 due to a decrease in performance based compensation and cost reduction activities.

Land Management

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As of April 30, ~~2020,~~2021, our Land Management segment consisted of approximately ~~245,000~~175,000 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;

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•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.

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 April 30, ~~2020,~~2021, we had approximately 18,800 acres of special use property in the United States.

Net sales decreased to $5.6 million for the second quarter of 2021 compared with $6.7 million for the second quarter of ~~2020 compared with $7.1~~2020.

Gross profit was $1.9 million for the second quarter of ~~2019.~~2021 compared with $2.6 million for the second quarter of 2020. Gross profit margin was 33.9 percent and 38.8 percent for the second quarter of 2021 and 2020, respectively.

Operating profit increased to $96.9 million for the second quarter of 2021 compared with $2.4 million for the second quarter of 2020, ~~compared with $2.2~~due to $95.7 million of timberland gains. Adjusted EBITDA was $2.1 million and $3.1 million for both the second quarter of ~~2019. Adjusted EBITDA was $3.1 million~~2021 and ~~$3.3 million~~2020, respectively. See Note 13 to the Interim Condensed Consolidated Financial Statements for additional information on the ~~second quarter~~sale of ~~2020 and 2019, respectively.~~timberland.

Other Income Statement Changes

Interest Expense, net

Interest expense, net, was $26.7 million for the second quarter of 2021 compared with $29.3 million for the second quarter of ~~2020 compared with $33.9 million for the second quarter of 2019.~~2020. This decrease was primarily due to ~~lower borrowings.~~reductions in long-term debt balances and declines in variable interest rates as of the end of the second quarter of 2021 compared to the end of the second 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, timberland gains, acquisition and integration related costs, ~~debt extinguishment charges,~~ and ~~(gains) losses~~loss on ~~sales~~sale of businesses, net (collectively, "Adjustments").


Summary
	Three Months Ended April 30,
	2021		2020
Non-U.S. % of Consolidated Net Sales	41.5	%	38.8	%
U.S. % of Consolidated Net Sales	58.5	%	61.2	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T.	30.4	%	115.1	%
U.S. % of Consolidated I.B.I.T.	69.6	%	(15.1)	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T. before Adjustments	69.6	%	56.1	%
U.S. % of Consolidated I.B.I.T. before Adjustments	30.4	%	43.9	%
	100.0	%	100.0	%

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Summary
Three Months Ended
April 30,
2020 2019
Non-U.S. % of Consolidated Net Sales 38.8 % 39.0 %
U.S. % of Consolidated Net Sales 61.2 % 61.0 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. 115.1 % 115.3 %
U.S. % of Consolidated I.B.I.T. (15.1) % (15.3) %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. before Adjustments 56.1 % 53.4 %
U.S. % of Consolidated I.B.I.T. before Adjustments 43.9 % 46.6 %
100.0 % 100.0 %


Non-U.S. I.B.I.T. Reconciliation
	Three Months Ended April 30,
(in millions)	2021		2020
Non-U.S. I.B.I.T.	$	52.0	$	47.9
Non-cash asset impairment charges	0.2		1.3

Restructuring charges	10.1		1.6



Total Non-U.S. Adjustments	10.3		2.9
Non-U.S. I.B.I.T. before Adjustments	$	62.3	$	50.8

Non-U.S. I.B.I.T. Reconciliation
Three Months Ended
April 30,
(in millions) 2020 2019
Non-U.S. I.B.I.T. $ 47.9 $ 37.5
Non-cash asset impairment charges 1.3 —
Restructuring charges 1.6 1.9
Acquisition and integration related costs — 0.2
Loss on sale of businesses, net — 1.7
Total Non-U.S. Adjustments 2.9 3.8
Non-U.S. I.B.I.T. before Adjustments $ 50.8 $ 41.3


U.S. I.B.I.T. Reconciliation	U.S. I.B.I.T. Reconciliation									U.S. I.B.I.T. Reconciliation
		Three Months Ended April 30,							Three Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
U.S. I.B.I.T.	U.S. I.B.I.T.	$	(6.3)	$	(5.0)	U.S. I.B.I.T.	$	119.0	$	(6.3)

Non-cash pension settlement charge						Non-cash pension settlement charge	0.1		—

Restructuring charges	Restructuring charges	2.8		5.6		Restructuring charges	1.9		2.8
Timberland gains						Timberland gains	(95.7)		—
Acquisition and integration related costs	Acquisition and integration related costs	4.8		13.6		Acquisition and integration related costs	1.8		4.8
Debt extinguishment charges		—		21.9
Loss on sale of businesses, net		38.4		—

Loss on disposal of businesses, net						Loss on disposal of businesses, net	0.1		38.4
Total U.S. Adjustments	Total U.S. Adjustments	46.0		41.1		Total U.S. Adjustments	(91.8)		46.0
U.S. I.B.I.T. before Adjustments	U.S. I.B.I.T. before Adjustments	$	39.7	$	36.1	U.S. I.B.I.T. before Adjustments	$	27.2	$	39.7

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 second quarter of 2021 was $17.3 million on $171.0 million of pre-tax income and income tax expense for the second quarter of 2020 was $26.5 million on $41.6 million of pretax ~~income and income tax expense for the first quarter of 2019 was $11.5 million on $32.5 million of pretax~~ income. The ~~increase to~~decrease in income tax expense was primarily ~~caused by~~attributable to changes in the expected mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, as well as the timing of recognition of the related tax expense under ASC 740-270. We also recognized a deferred tax asset related to capital losses, which is expected to offset the capital gain resulting from the sale of 69,200 acres of timberland located in southwest Alabama during the second quarter. A valuation allowance has been recorded to the extent the capital losses exceed the available capital gains. An additional decrease in tax expense was the result of non-deductible goodwill for tax purposes related to the sale of the ~~CPG business within~~Consumer Packaging Group with the Paper Packaging & Services segment ~~and unfavorable one-time~~

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~~discrete items of $3.0 million that were~~ recognized ~~in this quarter. Income tax expense for~~during the second quarter of ~~2019 reflected~~2020. Net favorable discrete adjustments of $5.4 million are primarily attributable to return to provision adjustments, releases as a ~~provisional net~~result of settlement of U.S. Federal and Canadian income tax ~~benefit~~audits, and releases of ~~$6.5 million for~~uncertain tax positions as a result of expiration of the ~~acquisition~~statute of ~~Caraustar. Other immaterial discrete items in the quarter resulted in tax benefit of $1.6 million.~~limitations.

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 ~~$7.9~~$6.2 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 second quarter of 2020 and 2019 was $4.4 million and $7.5 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 $11.4 million for the second quarter of 2020 compared to $13.6 million for the second 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 $1.3 million and $0.7 million for the second quarter of 2020 and 2019, respectively.~~

Year-to-Date Results

The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our business segments for the six months ended April 30, ~~2020~~2021 and ~~2019:~~2020:


		Six Months Ended April 30,							Six Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
Net sales:	Net sales:					Net sales:
Rigid Industrial Packaging & Services		$	1,171.3	$	1,229.5
Global Industrial Packaging						Global Industrial Packaging	$	1,457.3	$	1,301.7
Paper Packaging & Services	Paper Packaging & Services	955.3		714.9		Paper Packaging & Services	1,017.9		955.3
Flexible Products & Services		130.4		152.1
Land Management	Land Management	13.7		13.8		Land Management	11.9		13.7
Total net sales	Total net sales	$	2,270.7	$	2,110.3	Total net sales	$	2,487.1	$	2,270.7
Operating profit:	Operating profit:					Operating profit:
Rigid Industrial Packaging & Services		$	113.3	$	70.3
Global Industrial Packaging						Global Industrial Packaging	$	130.4	$	119.9
Paper Packaging & Services	Paper Packaging & Services	27.0		65.5		Paper Packaging & Services	41.6		27.0
Flexible Products & Services		6.6		17.2
Land Management	Land Management	4.3		4.8		Land Management	98.6		4.3
Total operating profit	Total operating profit	$	151.2	$	157.8	Total operating profit	$	270.6	$	151.2
EBITDA:	EBITDA:					EBITDA:
Rigid Industrial Packaging & Services		$	149.9	$	105.7
Global Industrial Packaging						Global Industrial Packaging	$	170.9	$	159.6
Paper Packaging & Services	Paper Packaging & Services	106.5		109.4		Paper Packaging & Services	107.0		106.5
Flexible Products & Services		9.7		20.7
Land Management	Land Management	6.2		6.9		Land Management	100.4		6.2
Total EBITDA	Total EBITDA	$	272.3	$	242.7	Total EBITDA	$	378.3	$	272.3
Adjusted EBITDA:	Adjusted EBITDA:					Adjusted EBITDA:
Rigid Industrial Packaging & Services		$	154.7	$	117.6
Global Industrial Packaging						Global Industrial Packaging	$	185.7	$	165.7
Paper Packaging & Services	Paper Packaging & Services	157.0		128.6		Paper Packaging & Services	124.4		157.0
Flexible Products & Services		11.0		15.6
Land Management	Land Management	6.0		6.5		Land Management	5.0		6.0
Total Adjusted EBITDA	Total Adjusted EBITDA	$	328.7	$	268.3	Total Adjusted EBITDA	$	315.1	$	328.7

The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the six months ended April 30, ~~2020~~2021 and ~~2019:~~2020:


	Six Months Ended April 30,
(in millions)	2021		2020
Net income	$	184.9	$	51.9
Plus: interest expense, net	51.9		60.0

Plus: income tax expense	23.4		37.9
Plus: depreciation, depletion and amortization expense	118.1		122.5
EBITDA	$	378.3	$	272.3
Net income	$	184.9	$	51.9
Plus: interest expense, net	51.9		60.0
Plus: non-cash pension settlement charges (income)	8.6		(0.1)

Plus: income tax expense	23.4		37.9
Plus: other expense, net	2.8		2.4
Plus: equity earnings of unconsolidated affiliates, net of tax	(1.0)		(0.9)
Operating profit	270.6		151.2
Less: other expense, net	2.8		2.4
Less: non-cash pension settlement charges (income)	8.6		(0.1)
Less: equity earnings of unconsolidated affiliates, net of tax	(1.0)		(0.9)
Plus: depreciation, depletion and amortization expense	118.1		122.5
EBITDA	$	378.3	$	272.3
Plus: restructuring charges	15.1		7.7
Plus: timberland gains	(95.7)		—
Plus: acquisition and integration related costs	3.8		9.9
Plus: non-cash asset impairment charges	1.5		1.4
Plus: non-cash pension settlement charges (income)	8.6		(0.1)
Plus: incremental COVID-19 costs, net	1.8		0.9
Plus: loss on disposal of properties, plants, equipment, and businesses, net	1.7		36.6
Adjusted EBITDA	$	315.1	$	328.7

Six Months Ended
April 30,
(in millions) 2020 2019
Net income $ 51.9 $ 56.9
Plus: interest expense, net 60.0 45.6
Plus: debt extinguishment charges — 21.9
Plus: income tax expense 37.9 31.5
Plus: depreciation, depletion and amortization expense 122.5 86.8
EBITDA $ 272.3 $ 242.7
Net income $ 51.9 $ 56.9
Plus: interest expense, net 60.0 45.6
Plus: non-cash pension settlement charges (0.1) —
Plus: debt extinguishment charges — 21.9
Plus: income tax expense 37.9 31.5
Plus: other expense, net 2.4 2.1
Plus: equity earnings of unconsolidated affiliates, net of tax (0.9) (0.2)
Operating profit 151.2 157.8
Less: other expense, net 2.4 2.1
Less: non-cash pension settlement charges (0.1) —
Less: equity earnings of unconsolidated affiliates, net of tax (0.9) (0.2)
Plus: depreciation, depletion and amortization expense 122.5 86.8
EBITDA $ 272.3 $ 242.7
Plus: restructuring charges 7.7 11.2
Plus: acquisition and integration related costs 9.9 16.4
Plus: non-cash asset impairment charges 1.4 2.1
Plus: non-cash pension settlement charges (0.1) —
Plus: incremental COVID-19 costs, net 0.9 —
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net 36.6 (4.1)
Adjusted EBITDA $ 328.7 $ 268.3

The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the six months ended April 30, ~~2020~~2021 and ~~2019:~~2020:


		Six Months Ended April 30,							Six Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2019
Rigid Industrial Packaging & Services
Global Industrial Packaging						Global Industrial Packaging
Operating profit	Operating profit	$	113.3	$	70.3	Operating profit	$	130.4	$	119.9
Less: other expense, net	Less: other expense, net	3.9		3.2		Less: other expense, net	2.7		3.8

Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(0.9)		(0.2)		Less: equity earnings of unconsolidated affiliates, net of tax	(1.0)		(0.9)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	39.6		38.4		Plus: depreciation and amortization expense	42.2		42.6
EBITDA	EBITDA	$	149.9	$	105.7	EBITDA	$	170.9	$	159.6
Plus: restructuring charges	Plus: restructuring charges	3.8		8.0		Plus: restructuring charges	13.0		5.0
Plus: acquisition and integration related costs		—		0.3

Plus: non-cash impairment charges	Plus: non-cash impairment charges	1.4		2.1		Plus: non-cash impairment charges	1.5		1.4
Plus: non-cash pension settlement charges		—		—

Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.3		—		Plus: incremental COVID-19 costs, net	0.8		0.4
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net		(0.7)		1.5
Plus: gain on disposal of properties, plants and equipment, and businesses, net						Plus: gain on disposal of properties, plants and equipment, and businesses, net	(0.5)		(0.7)
Adjusted EBITDA	Adjusted EBITDA	$	154.7	$	117.6	Adjusted EBITDA	$	185.7	$	165.7
Paper Packaging & Services	Paper Packaging & Services					Paper Packaging & Services
Operating profit	Operating profit	$	27.0	$	65.5	Operating profit	$	41.6	$	27.0
Less: other income, net		(1.4)		(0.9)
Less: non-cash pension settlement charges		(0.1)		—
Less: other expense (income), net						Less: other expense (income), net	0.1		(1.4)
Less: non-cash pension settlement charges (income)						Less: non-cash pension settlement charges (income)	8.6		(0.1)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	78.0		43.0		Plus: depreciation and amortization expense	74.1		78.0
EBITDA	EBITDA	$	106.5	$	109.4	EBITDA	$	107.0	$	106.5
Plus: restructuring charges	Plus: restructuring charges	2.7		3.1		Plus: restructuring charges	2.0		2.7
Plus: acquisition and integration related costs	Plus: acquisition and integration related costs	9.9		16.1		Plus: acquisition and integration related costs	3.8		9.9
Plus: non-cash pension settlement charges		(0.1)		—

Plus: non-cash pension settlement charges (income)						Plus: non-cash pension settlement charges (income)	8.6		(0.1)
Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.5		—		Plus: incremental COVID-19 costs, net	1.0		0.5
Less: loss on disposal of properties, plants and equipment, and businesses, net		37.5		—
Adjusted EBITDA		$	157.0	$	128.6
Flexible Products & Services
Operating profit		$	6.6	$	17.2

Less: other income, net		(0.1)		(0.2)
Plus: depreciation and amortization expense		3.0		3.3
EBITDA		$	9.7	$	20.7
Plus: restructuring charges		1.2		—
Plus: incremental COVID-19 costs, net		0.1		—
Less: gain on disposal of properties, plants and equipment, and businesses, net		—		(5.1)
Plus: loss on disposal of properties, plants and equipment, and businesses, net						Plus: loss on disposal of properties, plants and equipment, and businesses, net	2.0		37.5
Adjusted EBITDA	Adjusted EBITDA	$	11.0	$	15.6	Adjusted EBITDA	$	124.4	$	157.0
Land Management	Land Management					Land Management
Operating profit	Operating profit	$	4.3	$	4.8	Operating profit	$	98.6	$	4.3
Plus: depreciation, depletion and amortization expense		1.9		2.1
Plus: depreciation, depletion and amortization expenses						Plus: depreciation, depletion and amortization expenses	1.8		1.9
EBITDA	EBITDA	$	6.2	$	6.9	EBITDA	$	100.4	$	6.2
Plus: restructuring charges	Plus: restructuring charges	—		0.1		Plus: restructuring charges	0.1		—
Less: loss on disposal of properties, plants and equipment, and businesses, net		(0.2)		(0.5)
Plus: timberland gains						Plus: timberland gains	(95.7)		—
Plus: loss (gain) on disposal of properties, plants and equipment, and businesses, net						Plus: loss (gain) on disposal of properties, plants and equipment, and businesses, net	0.2		(0.2)
Adjusted EBITDA	Adjusted EBITDA	$	6.0	$	6.5	Adjusted EBITDA	$	5.0	$	6.0

Net Sales

Net sales were $2,487.1 million for the first six months of 2021 compared with $2,270.7 million for the first six months of ~~2020 compared with $2,110.3 million for the first six of 2019.~~2020. The ~~$160.4~~$216.4 million increase was primarily due to ~~the sales contributed by the acquired Caraustar operations, partially offset by lower~~higher volumes ~~in certain regions, lower~~and higher average sale prices across the ~~impact of foreign currency translation, and the divestment of the CPG business.~~segments. See the "Segment Review" below for additional information on net sales by segment during the first six months of ~~2020.~~2021.

Gross Profit

Gross profit was $478.1 million for the first six months of 2021 compared with $463.3 million for the first six months of ~~2020 compared with $421.5 million for the first six of 2019.~~2020. The respective reasons for the ~~improvement or decline~~changes in each segment are described below in the “Segment Review.” Gross profit margin was ~~20.4~~19.2 percent and ~~20.0~~20.4 percent for first six months of 2021 and 2020, ~~and 2019,~~ respectively.

Selling, General and Administrative Expenses

SG&A expenses ~~were~~increased to $281.1 million for the first six months of 2021 from $256.5 million for the first six months of 2020 from $238.1 million for the first six months of 2019. The $18.4 million increase was primarily due to additional expenses attributable to the acquired Caraustar operations and increased amortization of intangible assets resulting from the acquisition of Caraustar, partially offset by decreased performance based compensation and cost reduction activities.2020. SG&A expenses were 11.3 percent of net sales for ~~the~~both first six months of 2021 and 2020, ~~compared with 11.3 percent of net sales for the first six months of 2019.~~respectively.

~~Restructuring Charges~~Timberland Gains

~~Restructuring charges~~Timberland gains were ~~$7.7~~$95.7 million for the first six months of ~~2020 compared with $11.2~~2021 and zero for the first six months of 2020. During the second quarter of 2021, we completed the sale of approximately 69,200 acres of our timberland acreage in southwest Alabama to Weyerhaeuser Company for approximately $145.1 million in cash after closing costs, which totaled $4.3 million. Proceeds were applied to debt repayment.

Financial Measures

Operating profit was $270.6 million for the first six months of 2019. See Note 4 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the restructuring charges reported during the first six months of 2020.

~~Acquisition and Integration Related Costs~~

~~Acquisition and integration related costs were $9.9 million for the first six months of 2020~~2021 compared with ~~$16.4 million for the first six months of 2019.~~ ~~We completed the Caraustar Acquisition on February 11, 2019 and the Tholu Acquisition on June 11, 2019.~~ The decrease in acquisition and integration related costs was primarily due to reduced expenses incurred in the first six months of 2020 relative to the first six months of 2019 in which costs were incurred in connection with the Caraustar 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 $1.4 million for the first six months of 2020 compared with $2.1 million for the first six months 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 $1.8 million and $5.8 million for the first six months of 2020 and 2019, respectively.~~

~~Loss on Disposal of Businesses, net~~

~~The loss on disposal of business, net was $38.4 million and $1.7 million for the first six months of 2020 and 2019, respectively. The increase was primarily due to divestiture of the CPG business.~~

~~Financial Measures~~

~~Operating profit was~~ $151.2 million for the first six months of ~~2020 compared with $157.8~~2020. Net income was $184.9 million for the first six months of ~~2019. Net income was~~2021 compared with $51.9 million for the first six months of ~~2020 compared with $56.9~~2020. Adjusted EBITDA was $315.1 million for the first six months of ~~2019. Adjusted EBITDA was~~2021 compared with $328.7 million for the first six months of ~~2020 compared with $268.3~~2020. The reasons for the changes in Adjusted EBITDA for each segment are described below in the "Segment Review."

Segment Review

Global Industrial Packaging

Net sales were $1,457.3 million for the first six months of 2019. The $60.4 million increase in Adjusted EBITDA was primarily due to the contribution by the acquired Caraustar operations, favorable timing of contractual pass through arrangements, and a reduction in SG&A expense, partially offset by lower volumes.

~~Segment Review~~

~~Rigid Industrial Packaging & Services~~

~~Net sales were $1,171.3~~2021 compared with $1,301.7 million for the first six months of ~~2020 compared with $1,229.5~~2020. The $155.6 million increase in net sales was primarily due to higher volumes and higher average sale prices in addition to favorable foreign currency fluctuation.

Gross profit was $300.4 million for the first six months of 2019. The $58.2 million decrease in net sales was primarily due to lower average sale prices as a result of raw material price decreases and corresponding contractual price adjustment mechanisms, partially offset by strategic pricing actions.

~~Gross profit was $237.1~~2021 compared with $263.3 million for the first six months of ~~2020 compared with $219.6 million for the first six months of 2019.~~2020. The ~~$17.5~~$37.1 million increase in gross profit was primarily due to lower priced raw materials, the timing of contractual pass through arrangements, product mix shifts, and strategic pricing actions. Gross profit margin increased to 20.2 percent for the first six months of 2020 from 17.9 percent for the first six months of 2019.

Operating profit was $113.3 million for the first six months of 2020 compared with $70.3 million for the first six months of 2019. Adjusted EBITDA was $154.7 million for the first six months of 2020 compared with $117.6 million for the first six months of 2019. The $37.1 million increase in Adjusted EBITDA was due primarily to the same factors that impacted gross profit and a reduction in the segment's SG&A expense due to cost reduction activities, a decrease in performance based compensation, and the segment receiving a smaller portion of allocated corporate costs.

~~Paper Packaging & Services~~

Net sales increased $240.4 million to $955.3 million for the first six months of 2020 compared with $714.9 million for the first six months of 2019, primarily due to contribution from the acquired Caraustar operations, partially offset by decreased volumes, lower published containerboard and boxboard prices, and the divestment of the CPG business.

Gross profit was $195.0 million for the first six months of 2020 compared with $162.2 million for the first six months of 2019. Gross profit margin was 20.4 percent and 22.7 percent for the first six months of 2020 and 2019, respectively. The increase in gross profit was due primarily to the same factors that impacted net sales. The decrease in gross profit margin was due primarily to higher manufacturing costs.

Operating profit was $27.0 million for the first six months of 2020 compared with $65.5 million for the first six months of 2019. The decrease in operating profit was primarily due to the loss on divestment of the CPG business due to the allocation of goodwill to the transaction. Adjusted EBITDA was $157.0 million for the first six months of 2020 compared with $128.6 million for the first six months of 2019. The $28.4 million increase in Adjusted EBITDA was due to the same factors that impacted net sales and a reduction in the segment’s SG&A expense due to a decrease in performance based compensation and cost reduction activities, partially offset by the segment receiving a greater portion of allocated corporate costs.

~~Flexible Products & Services~~

Net sales decreased $21.7 million to $130.4 million for the first six months of 2020 compared with $152.1 million for the first six months of 2019. The decrease was primarily due to continued demand softness and lower average sale prices.

~~Gross profit was $26.2 million for the first six months of 2020 compared with $34.0 million for the first six months of 2019. The decrease~~ was primarily due to the same factors that impacted net sales, partially offset by ~~the timing of contractual pass through arrangements for raw material price decreases.~~higher transportation expenses. Gross profit margin increased to ~~20.1~~20.6 percent for the first six months of ~~2020~~2021 from ~~22.4~~20.2 percent for the first six months of ~~2019.~~2020.

Operating profit was ~~$6.6~~$130.4 million for the first six months of ~~2020~~2021 compared with ~~$17.2~~$119.9 million for the first six months of ~~2019.~~2020. Adjusted EBITDA was ~~$11.0~~$185.7 million for the first six months of ~~2020~~2021 compared with ~~$15.6~~$165.7 million for the first six months of ~~2019.~~2020. The ~~$4.6~~$20.0 million ~~decrease~~increase in Adjusted EBITDA was primarily due to the same factors that impacted ~~net sales,~~gross profit, partially offset by ~~a reduction in~~ the ~~segment's~~impact of higher SG&A ~~expense~~costs as a result of increased incentive accruals.

Paper Packaging & Services

Net sales increased $62.6 million to $1,017.9 million for the first six months of 2021 compared with $955.3 million for the first six months of 2020, primarily due to ahigher published containerboard and boxboard prices and higher volumes, partially offset by sales attributed to the divested Consumer Packaging Group business, which was sold on April 1, 2020.

Gross profit was $173.5 million for the first six months of 2021 compared with $195.0 million for the first six months of 2020. Gross profit margin was 17.0 percent and 20.4 percent for the first six months of 2021 and 2020, respectively. The decrease in ~~performance based compensation~~gross profit was primarily due to the same factors that impacted net sales, offset by higher old corrugated container input costs and ~~cost reduction activities.~~higher transportation expenses.

Operating profit was $41.6 million for the first six months of 2021 compared with $27.0 million for the first six months of 2020. The increase in operating profit was due to the prior year inclusion of $37.5 million loss on the divestment of the Consumer Packaging Group business, which decreased prior year operating profit and primarily related to the allocation of goodwill to the transaction; offset by the same factors that impacted net sales. Adjusted EBITDA was $124.4 million for the first six months of 2021 compared with $157.0 million for the first six months of 2020. The $32.6 million decrease in Adjusted EBITDA was due to the same factors that impacted gross profit combined with the impact of higher SG&A costs as a result of higher corporate allocations resulting from higher incentive accruals at the corporate level.

Land Management

Net sales decreased to $11.9 million for the first six months of 2021 compared with $13.7 million for the first six months of ~~2020 compared with $13.8~~2020.

Gross profit was $4.2 million for the first six months of ~~2019.~~2021 compared with $5.0 million for the first six months of 2020. Gross profit margin was 35.3 percent and 36.5 percent for the first six months of 2021 and 2020, respectively.

Operating profit increased to $98.6 million for the first six months of 2021 compared with $4.3 million for the first six months of 2020, ~~from $4.8~~due to $95.7 million of timberland gains. Adjusted EBITDA was $5.0 million and $6.0 million for the first six months of ~~2019. Adjusted EBITDA was $6.0 million~~2021 and ~~$6.5 million for the first six months of~~ 2020, ~~and 2019,~~ respectively.

Other Income Statement Changes

Interest expense, net

Interest expense, net, was $51.9 million for the first six months of 2021 compared with $60.0 million for the first six months of ~~2020 compared with $45.6 million for~~2020. The decrease was primarily due to reductions in long-term debt balances and declines in variable interest rates over the first six months of ~~2019. The increase was primarily due~~2021 compared to the ~~incremental debt incurred in connection with the Caraustar Acquisition.~~first six months 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,~~charges (income), restructuring charges, timberland gains, acquisition and integration related costs, ~~debt extinguishment charges,~~ and ~~(gains)~~ losses on sales of businesses, net (collectively, "Adjustments").


Summary	Summary									Summary
		Six Months Ended April 30,							Six Months Ended April 30,
		2020		2019			2021		2020
Non-U.S. % of Consolidated Net Sales	Non-U.S. % of Consolidated Net Sales	38.7	%	43.2	%	Non-U.S. % of Consolidated Net Sales	41.0	%	38.7		%
U.S. % of Consolidated Net Sales	U.S. % of Consolidated Net Sales	61.3	%	56.8	%	U.S. % of Consolidated Net Sales	59.0	%	61.3		%
		100.0	%	100.0	%		100.0	%	100.0		%
Non-U.S. % of Consolidated I.B.I.T.	Non-U.S. % of Consolidated I.B.I.T.	89.4	%	59.4	%	Non-U.S. % of Consolidated I.B.I.T.	43.8	%	89.4		%
U.S. % of Consolidated I.B.I.T.	U.S. % of Consolidated I.B.I.T.	10.6	%	40.6	%	U.S. % of Consolidated I.B.I.T.	56.2	%	10.6		%
		100.0	%	100.0	%		100.0	%	100.0		%
Non-U.S. % of Consolidated I.B.I.T. before Adjustments	Non-U.S. % of Consolidated I.B.I.T. before Adjustments	57.0	%	43.6	%	Non-U.S. % of Consolidated I.B.I.T. before Adjustments	74.4	%	57.0		%
U.S. % of Consolidated I.B.I.T. before Adjustments	U.S. % of Consolidated I.B.I.T. before Adjustments	43.0	%	56.4	%	U.S. % of Consolidated I.B.I.T. before Adjustments	25.6	%	43.0		%
		100.0	%	100.0	%		100.0	%	100.0		%


Non-U.S. I.B.I.T. Reconciliation	Non-U.S. I.B.I.T. Reconciliation									Non-U.S. I.B.I.T. Reconciliation
		Six Months Ended April 30,							Six Months Ended April 30,
(in millions)	(in millions)	2020		2019		(in millions)	2021		2020
Non-U.S. I.B.I.T.	Non-U.S. I.B.I.T.	$	79.5	$	52.4	Non-U.S. I.B.I.T.	$	90.9	$	79.5
Non-cash asset impairment charges	Non-cash asset impairment charges	1.4		2.1		Non-cash asset impairment charges	1.5		1.4

Restructuring charges	Restructuring charges	2.4		5.2		Restructuring charges	12.2		2.4
Acquisition and integration related costs		—		0.3

Loss on sale of businesses, net		—		1.7

Total Non-U.S. Adjustments	Total Non-U.S. Adjustments	3.8		9.3		Total Non-U.S. Adjustments	13.7		3.8
Non-U.S. I.B.I.T. before Adjustments	Non-U.S. I.B.I.T. before Adjustments	$	83.3	$	61.7	Non-U.S. I.B.I.T. before Adjustments	$	104.6	$	83.3

U.S. I.B.I.T. Reconciliation
Six Months Ended
April 30,
(in millions) 2020 2019
U.S. I.B.I.T. $ 9.4 $ 35.8
Non-cash pension settlement income (0.1) —
Restructuring charges 5.3 6.0
Acquisition-related costs 9.9 16.1
Debt extinguishment charges — 21.9
Loss on sale of businesses, net 38.4 —
Total U.S. Adjustments 53.5 44.0
U.S. I.B.I.T. before Adjustments $ 62.9 $ 79.8


U.S. I.B.I.T. Reconciliation
	Six Months Ended April 30,
(in millions)	2021		2020
U.S. I.B.I.T.	$	116.4	$	9.4

Non-cash pension settlement charges (income)	8.6		(0.1)
Restructuring charges	2.9		5.3
Timberland gains	(95.7)		—
Acquisition and integration related costs	3.8		9.9

Loss on disposal of businesses, net	—		38.4
Total U.S. Adjustments	(80.4)		53.5
U.S. I.B.I.T. before Adjustments	$	36.0	$	62.9

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

Income tax expense

~~Our~~Income tax expense for the quarter and year to date ~~income tax expense~~ was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting." ~~In accordance with~~Under 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,method, losses from jurisdictions for which a valuation allowance has been provided have not been included in the ~~annual~~amount to which the ASC 740-270 rate was applied. Our income tax expense may fluctuate due to changes in estimated losses and income from jurisdictions for which a valuation allowance has been provided, the timing of recognition of the related tax ~~rate.~~ expense under ASC 740-270, and the impact of discrete items in the respective quarter.

Income tax expense ~~each quarter is provided~~ for the first six months of 2021 was $23.4 million 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~~$207.3 million of pretax income and income tax expense for the first six months of 2020 was $37.9 million on $88.9 million of pretax ~~income and income tax expense for the first six months of 2019 was $31.5 million on $88.2 million of pretax~~ income. The ~~increase to~~decrease in income tax expense was ~~primarily caused by~~attributable to changes in the expected mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, as well as the timing of recognition of the related tax expense under ASC 740-270, and net favorable discrete items of $7.5 million. The net favorable discrete adjustments include return to provision adjustments, releases as a result of settlement of U.S Federal and Canadian income tax audits, and withholding taxes on dividends Additionally, we recognized a deferred tax asset related to capital losses, which is expected to offset the capital gain resulting from the sale of 69,200 acres of timberland located in southwest Alabama. A valuation allowance has been recorded to the extent the capital losses exceed the available capital gains. An additional decrease in tax expense was the result of non-deductible goodwill for tax purposes related to the sale of the ~~CPG business within~~Consumer Packaging Group with the Paper Packaging & Services segment ~~and unfavorable one-time discrete items of $1.2 million that were~~ recognized in the period. The first six months of 2019 reflect an incremental $2.3 million of tax expense related to the one-time transition tax liability, offset by the tax effect of foreign currency losses of $1.7 million recognized due to the tax effect of foreign currency losses of $1.7 million recognized due to a change in the permanent reinvestment assertion. Other discrete items included $6.6 million of tax benefits associated with the Caraustar Acquisition and refinancing costs as well as $2.3 million of tax expense associated with a foreign subsidiary divestiture. Other immaterial discrete items in the first six months of 2019 resulted in a tax benefit of $4.0 million.

~~Net income attributable to noncontrolling interests~~

Net income attributable to noncontrolling interests for the first six months of 2020 and 2019 was $8.2 million and $13.6 million, respectively. This decrease was primarily due to decreased net operating profit of the Flexible Packaging JV during the ~~first six months~~second quarter of ~~2020 compared to 2019.~~2020.

~~Net income attributable to Greif, Inc.~~

~~Based on the factors noted above, net income attributable to Greif, Inc. was $43.7 million for the first six months of 2020 compared to $43.3 million for the first six months 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 condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss). The change in foreign currency translation, net of tax was loss of $55.4 million and $9.5 million for the first six months of 2020 and 2019, respectively. This change was primarily due to the strengthening of the dollar against significant currencies.

~~Derivative financial instruments~~

The change in derivative financial instruments, net of tax was a loss of $22.9 million and $15.7 million for the first six months of 2020 and 2019, respectively. This change was primarily due to an increased portfolio of interest rate swaps. See Note 7 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information.

~~Minimum pension liability, net~~

Change in minimum pension liability, net of tax for the first six months of 2020 and 2019 was income of $23.0 million and a loss of $0.1 million, 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 10 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q.

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BALANCE SHEET CHANGES

Working Capital changes

The ~~$23.7~~$114.5 million ~~decrease~~increase in accounts receivable to ~~$640.5~~$751.1 million as of April 30, ~~2020~~2021 from ~~$664.2~~$636.6 million as of October 31, ~~2019~~2020 was primarily due to ~~the divestment of the CPG business~~higher volumes and ~~a decrease in net sales.~~higher average sale prices.

The ~~$19.2~~$78.3 million ~~decrease~~increase in inventories to ~~$339.0~~$371.9 million as of April 30, ~~2020~~2021 from ~~$358.2~~$293.6 million as of October 31, ~~2019~~2020 was primarily due to ~~the divestment of the CPG business and decreased~~increased raw material ~~purchases.~~purchases and prices.

The ~~$16.9~~$128.9 million ~~decrease~~increase in accounts payable to ~~$418.3~~$579.6 million as of April 30, ~~2020~~2021 from ~~$435.2~~$450.7 million as of October 31, ~~2019~~2020 was primarily due to ~~the divestment~~timing of ~~the CPG business~~payments and ~~decreased~~increased raw material purchases and prices.

~~Other balance sheet changes~~

The $43.1 million decrease in goodwill to $1,474.7 million as of April 30, 2020 from 1,517.8 million as of October 31, 2019 was primarily due to the divestment of the CPG business. See Note 3 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $36.3 million decrease in other intangible assets to $740.2 million as of April 30, 2020 from $776.5 million as of October 31, 2019 was primarily due to amortization. See Note 3 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $94.2 million decrease in properties, plants and equipment, net to $1,596.1 million as of April 30, 2020 from $1,690.3 million as of October 31, 2019 was primarily due to depreciation and fixed assets sold in the divestiture of the CPG business.

The $56.0 million decrease in accrued payroll and employee benefits to $86.4 million as of April 30, 2020 from $142.4 million as of October 31, 2019 was primarily due to annual incentive plan payments and a decrease in accrued performance based compensation.

The $63.9 million decrease in long term debt to $2,595.1 million as of April 30, 2020 from $2,659.0 million as of October 31, 2019 was primarily due to repayments on term loans and accounts receivable financing facilities. See Note 6 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $39.5 million decrease in pension liabilities to $138.1 million as of April 30, 2020 from $177.6 million as of October 31, 2019 was primarily due to the remeasurement of two U.S. pension plans. See Note 10 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $24.7 million increase in other long term liabilities to $153.6 million as of April 30, 2020 from $128.9 million as of October 31, 2019 was primarily due to an increase of $15.6 million related to derivative financial instruments, and an increase of $6.8 million related to taxes. See Note 7 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information on our derivative financial instruments.

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, any 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,~~repurchases, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months.

Capital Expenditures

During the first six months of ~~2020~~2021 and ~~2019,~~2020, we invested ~~$65.4~~$57.7 million (excluding ~~$2.8~~$2.5 million for purchases of and investments in timber properties) and ~~$63.6~~$65.4 million (excluding ~~$2.3~~$2.8 million for purchases of and investments in timber properties), respectively, in capital expenditures.

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Assets and Liabilities Held by Special Purpose Entities

~~We anticipate future capital expenditures, excluding the potential purchases of and investments in timber properties, ranging from $141.0 million to $161.0 million in 2020. This is a reduction in~~As previously ~~stated estimates due to economic uncertainty from the current COVID-19 pandemic. We anticipate that these expenditures will replace and improve existing equipment and fund new facilities.~~

~~United States Trade Accounts Receivable Credit Facility~~

~~On September 24, 2019, we amended and restated the existing receivable financing facility~~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 matures2020 Form 10-K, on September 24, 2020. As of April 30, 2020, $246.5 million, net of deferred financing costs of $0.3 million, was outstanding under 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. See Note 1 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for discussion of ASU 2020-04 "Reference Rate Reform" for the Company's considerations of the impact of reference rate reform on contracts utilizing LIBOR rates. 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 April 30,November 5, 2020, we settled a $50.9 million receivable and a $43.3 million payment obligation 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 this Form 10-Q for additional information.~~

~~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 ($108.2 million as of April 30, 2020) secured by certain European accounts receivable. The $89.7 million outstanding on the European RFA as of April 30, 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.

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

Borrowing Arrangements

Long-term debt is summarized as follows:

(in millions) April 30,
2020 October 31,
2019
2019 Credit Agreement - Term Loans $ 1,570.3 $ 1,612.2
Senior Notes due 2027 494.7 494.3
Senior Notes due 2021 216.1 221.7
Accounts receivable credit facilities 336.2 351.6
2019 Credit Agreement - Revolving Credit Facility 73.7 76.1
Other debt 0.2 0.4
2,691.2 2,756.3
Less: current portion 83.8 83.7
Less: deferred financing costs 12.3 13.6
Long-term debt, net $ 2,595.1 $ 2,659.0

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(in millions)	April 30, 2021		October 31, 2020
2019 Credit Agreement - Term Loans	$	1,132.4	$	1,429.8
Senior Notes due 2027	495.6		495.1
Senior Notes due 2021	242.3		234.8
Accounts receivable credit facilities	356.1		310.0
2019 Credit Agreement - Revolving Credit Facility	53.9		—

	2,280.3		2,469.7
Less: current portion	114.1		123.1
Less: deferred financing costs	11.6		11.1
Long-term debt, net	$	2,154.6	$	2,335.5

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 we and certain of our 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 Agreement 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 facilities under the 2019 Credit Agreement, other than maturity dates, which are discussed above. Our 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. We intend 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.

As of April 30, 2021, we had $746.1 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 our 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 April 30, ~~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 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.~~semi-annually. 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 April 30, ~~2020,~~2021, we were in compliance with these covenants.

~~See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 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 April 30, ~~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

We amended and restated our U.S. receivables financing facility (the “U.S. Receivables Facility”) and entered into a Third Amended and Restated Transfer and Administration Agreement (the "Third Amended TAA") with several financial institutions. As of April 30, 2021, $250.0 million was outstanding under the U.S. Receivable Facility. On May 26, 2021, the Third Amended TAA was amended to increase the ~~Interim Condensed Consolidated~~ U.S. Receivables Facility to $275.0 million, with a new maturity date of May 26, 2022.

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 events of default and covenants, which are substantially the same as the covenants under the 2019 Credit Agreement, as defined above. As of April 30, 2021, we were in compliance with these covenants. Proceeds of the U.S. Receivables Facility are available for working capital and general corporate purposes.

International Trade Accounts Receivable Credit Facilities

On April 15, 2021, 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 ($121.2 million as of April 30, 2021) secured by certain European accounts receivable. The $106.1 million outstanding on the European RFA as of April 30, 2021 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 may terminate the European RFA at any time upon one calendar month prior written notice. The European RFA is secured by certain of our international trade accounts receivables and bears interest at a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the European RFA. The European RFA also contains events of default and covenants, which are substantially the same as the covenants under the 2019 Credit Agreement, as defined above. As of April 30, 2021, we were in compliance with these covenants. Proceeds of the European RFA are available for working capital and general corporate purposes.

Financial ~~Statements included in Item 1 of this Form 10-Q for additional information.~~Instruments

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. Refer to Note 1 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for discussion of ASU 2020-04 "Reference Rate Reform" for the Company's considerations of the impact of reference rate reform on contracts utilizing LIBOR rates.

In 2020, ~~the Company~~we entered into four forward starting interest rate swaps with a total notional amount of $200.0 million effective July 15, ~~2021. The Company receives~~2021, maturing on July 15, 2029. We receive variable rate interest payments based upon ~~one month~~one-month U.S. dollar LIBOR, and in return ~~the Company is~~we are obligated to pay interest at a weighted-average interest rate of 0.90% plus a spread.

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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 April 30, ~~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.

~~See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1 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 April 30, ~~2020,~~2021, and October 31, ~~2019,~~2020, we had outstanding foreign currency forward contracts in the notional amount of ~~$193.5~~$134.6 million, and ~~$275.0~~$268.6 million, respectively.

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

In 2020, the Company entered into 4 forward starting interest rate swaps with a total notional amount of $200.0 million effective July 15, 2021. The Company receives variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 0.90% plus a spread.

There have been no ~~other~~ significant 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

There has been no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal 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. 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

~~Risks Related to COVID-19~~

The COVID-19 pandemic has had, and will continue to have for the foreseeable future, a significant adverse impact on the global economy. Due to the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and will likely continue to emerge over time. The most significant risks and uncertainties presented to Greif by this pandemic are discussed below.

~~The current COVID-19 pandemic could have material adverse effect on our business, financial condition, results of operations and cash flow.~~

In response to the outbreak of COVID-19, governmental authorities throughout the world have implemented numerous measures to try to reduce the spread and impact of the virus, including quarantines, shelter in place, and shutdowns of so-called “nonessential” businesses. Under the guidance issued by the U.S. Department of Homeland Security, and similar designations by governmental authorities throughout the world, the products we manufacture and the services we provide have been deemed “essential” and, as a result, governments in every country in which we do business have allowed our operations to continue without disruption. However, a significant number of our customers or our customer’s end use markets are deemed nonessential under some governmental orders or have suspended operations due to a decreased demand for their products resulting from the negative economic conditions. For the markets we serve, for example, we have seen a softening in demand within the textile, automotive, durable goods and lubricant industries offset by an increase in demand, which may be temporary, from the food, pharmaceutical and household goods industries. Nevertheless, even where governments permit nonessential businesses to operate, the lack of demand for our customer’s products may translate into a lack of demand for our products.

The persistence or further deterioration of economic conditions and continued disruption to our customers or the global supply chain due to the COVID-19 pandemic could have a significant negative impact on our results of operations, cash flows and financial condition. To mitigate these risks we have organized a taskforce at the global and regional levels to develop and implement operational plans to ensure we are as prepared as possible to continue supplying our products and services to our customers. Our primary concern is the health and safety of our workforce. In that regard, we have implemented precautionary measures, which are on-going, to help minimize the risk of our employees being exposed to the virus, including providing the following:

•~~Alternative work arrangements including working remotely where possible;~~

•~~Enhanced cleaning and disinfecting of our physical locations;~~

•~~Temperature screenings and face coverings and other personal protective equipment, as needed, for employees;~~

•~~Restricted third-party visits to our facilities, where possible; and~~

•~~Temporary elimination of work-related travel.~~

As a result of the quickly evolving developments associated with the COVID-19 pandemic and the significant economic uncertainties and volatility, including the severity of the disease, the duration of the pandemic, actions taken and to be taken by governmental authorities to mitigate the spread and contain potential new outbreaks, we cannot at this time predict the overall impact to our business. Some of the factors we believe could have a material adverse effect on our business operations, financial condition, cash flows and results of operation from the COVID-19 outbreak include the following:

•~~We could lose key customers who go out-of-business due to the adverse consequences of COVID-19 on their business;~~

•~~We could experience a material reduction in the demand for our products and services for an extended period of time;~~

•Although to date we have been able to obtain a sufficient supply of raw materials, we could experience a reduction in our production capabilities if we cannot secure sufficient supplies of key raw materials;

•We could incur significant raw material price increases, which would likely have an adverse effect on our operating margins, such as the recent significant Old Corrugated Containers (“OCC”) price increases which is the largest raw material used in our PPS business;

•~~We could face extended facility closures if we experience an outbreak of the virus in a manufacturing facility or temporary downtime if demand for our products is dramatically reduced;~~

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•We have already incurred additional costs as a result of keeping our employees safe at work and expenditures to enable our office employees to work remotely, and these costs could become material as the pandemic continues;

•~~We could be subjected to increased cyber security threats if our office employees continue to work remotely for an extended period of time;~~

•We could be subjected to risks related to the global nature of our business, including material fluctuations in foreign currency exchange rates and compliance matters applicable to export controls, sanctions and anti-corruption laws and regulations;

•~~We may not be able to meet, or it may take longer to realize, the projected synergies, cost savings, operating efficiencies and other benefits from the Caraustar acquisition;~~

•~~Our internal controls may be adversely affected as the need for working remotely extends, which could result in a significant deficiency or material weakness in our internal controls;~~

Our ability to execute necessary business functions in an efficient and uninterrupted fashion is highly dependent upon the Internet and related technology. Because many business are deploying a remote workforce as a result of COVID-19, Internet usage has increased significantly. A significant interruption or major failure of the Internet would substantially impair our ability to perform daily functions on a timely basis and could result in a material adverse impact on our operations.

In addition, reactions to COVID-19 by federal and state governmental agencies, including the Federal Reserve, and consumers could lead to higher inflation, which can in turn result in an increase in our costs. In addition, inflation may cause changes in interest rates, which could affect the borrowing rates under our credit facilities.

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 5. OTHER INFORMATION~~

~~Disclosure of Information Otherwise Required to be Disclosed in Form 8-K~~

~~Item 5.02(e) of Form 8-K – Compensatory Arrangements of Certain Officers~~

~~On June 1, 2020, the Compensation Committee of the Company’s Board of Directors adopted the Greif, Inc. Nonqualified Supplemental Deferred Compensation Plan (the “NQSP”).~~

Participation in the NQSP is limited to executive officers of the Company who do not participate in the Company’s Supplemental Employee Retirement Plan or the Company’s Defined Contribution Supplemental Employee Retirement Plan. Under the NQSP, participants that are employed by the Company on December 31 of each year will be credited with a contribution equal to 6% of the excess, if any, of the sum of the participant’s base salary and annual short-term incentive plan bonus payment accrued in connection with the fiscal year ending within such calendar year, over the maximum compensation limit considered by the Company’s 401(k) Plan (currently $285,000). Accounts of participants will also be credited with interest calculated using the discount rate used to calculate the present value of the Company’s future obligations under the Greif Pension Plan.

NQSP benefits are subject to vesting. In general, benefits vest on the earliest of: (a) the completion of at least ten years of vesting service (as credited under the Company’s 401(k) Plan); (b) the attainment of age 65; (c) death; (d) disability; or (e) certain terminations following a change in control of the Company. NQSP benefits represent unfunded obligations of the Company.

The foregoing description is qualified in its entirety by reference to the Greif, Inc. Nonqualified Supplemental Deferred Compensation Plan and the form of the participation letter to be executed by participants in the NQSP, copies of which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Quarterly Report on Form 10-Q, which documents are incorporated herein by reference.

~~Table of Contents~~

ITEM 6. EXHIBITS

(a.) Exhibits


Exhibit No.						Description of Exhibit

~~10.1~~						Assignment agreement dated March 31, 2020, by and among Greif Receivables Funding LLC, Greif Packaging LLC, Custom Packaging Group LLC, the other Originators party hereto, Greif, Inc., the Investors, Administrators and Managing Agents party hereto and Bank of America, N.A., as Agent.

~~10.2~~						Amendment agreement dated April 17, 2020, between Coöperatieve Rabobank U.A. Trading as Rabobank London, Coöperatieve Rabobank U.A, Nieuw Amsterdam Receivables Corporation B.V., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Service Belgium BVBA, Greif, Inc., the Originators as described herein and Trust International Management (T.I.M.) B.V.)

~~10.3~~						~~Nonqualified Supplemental Deferred Compensation Plan, effective January 1, 2020~~

~~10.4~~						~~Form Nonqualified Supplemental Deferred Compensation Plan Participation Letter~~

~~10.5~~						~~Amended and Restated Nonqualified Deferred Compensation Plan, effective June 1, 2008~~

~~10.6~~						~~Amended and Restated Nonqualified Deferred Compensation Plan Amendment No. 1, dated December 20, 2010~~

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.

10.1						Extension letter dated April 15, 2021, between Coöperatieve Rabobank U.A., Nieuw Amsterdam Receivables Corporation B.V., Cooperage Receivables Finance B.V., Greif Service Belgium BVBA and Greif, Inc. on Amended and Restated Master Definitions Agreement dated April 17, 2020.

10.2						Amendment No. 3 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 April 30, ~~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.

~~Table of Contents~~

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)

Date: June ~~4, 2020~~9, 2021						/s/ ~~Lawrence~~LAWRENCE A. ~~Hilsheimer~~HILSHEIMER
						Lawrence A. Hilsheimer
						Executive Vice President and Chief Financial Officer


(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		4.3		5.6
Properties, plants and equipment	521.3		(17.6)		503.7
Total assets acquired	1,512.1		(18.6)		1,493.5

Accounts payable	(99.5)		—		(99.5)
Accrued payroll and employee benefits	(42.9)		(7.2)		(50.1)
Other current liabilities	(21.8)		4.5		(17.3)
Long-term deferred tax liability	(185.7)		52.0		(133.7)
Pension and postretirement obligations	(67.1)		—		(67.1)
Other long-term liabilities	(12.7)		(7.5)		(20.2)
Total liabilities assumed	(429.7)		41.8		(387.9)
Total identifiable net assets	$	1,082.4	$	23.2	$	1,105.6
Goodwill	$	752.5	$	(23.2)	$	729.3


(in millions)	Final 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)	Rigid Industrial Packaging & Services		Paper Packaging & Services		Total
Balance at October 31, 2019	$	731.7	$	786.1	$	1,517.8

Goodwill allocated to divestitures	—		(35.6)		(35.6)
Goodwill adjustments related to acquisitions	—		2.8		2.8

Currency translation	(10.3)		—		(10.3)
Balance at April 30, 2020	$	721.4	$	753.3	$	1,474.7


(in millions)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
April 30, 2020:
Indefinite lived:
Trademarks and patents	$	13.0	$	—	$	13.0
Definite lived:
Customer relationships	884.1		174.9		709.2

Trademarks, patents and trade names	26.7		12.0		14.7
Non-compete agreements	2.2		1.5		0.7
Other	21.4		18.8		2.6
Total	$	947.4	$	207.2	$	740.2


	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


	Three Months Ended April 30, 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 January 31, 2019	48,241	$	161.5	28,601	$	(134.8)	$	1,471.9	$	(379.4)	$	1,119.2	$	52.3	$	1,171.5
Net income							13.6				13.6		7.5		21.1
Other comprehensive income (loss):
Foreign currency translation									(12.7)		(12.7)		(2.0)		(14.7)
Derivative financial instruments, net of income tax benefit of $5.3 million									(10.0)		(10.0)				(10.0)
Minimum pension liability adjustment, net of immaterial income tax									0.7		0.7				0.7
Comprehensive loss											(8.4)				(2.9)

Current period mark to redemption value of redeemable noncontrolling interest							0.8				0.8				0.8
Net income allocated to redeemable noncontrolling interests											—		(0.5)		(0.5)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)							(26.1)				(26.1)				(26.1)
Dividends paid to noncontrolling interests											—		(7.5)		(7.5)
Restricted stock, directors	25	1.1		(25)	—						1.1				1.1
As of April 30, 2019	48,266	$	162.6	28,576	$	(134.8)	$	1,460.2	$	(401.4)	$	1,086.6	$	49.8	$	1,136.4