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 ~~July~~January 31, ~~2021~~2022


☐			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)

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 ~~August 30, 2021:~~February 28, 2022:


Class A Common Stock			~~26,550,924~~26,602,841 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 Nine Months Ended July 3 1 , 2021 and 2020 (Unaudited)	4		Condensed Consolidated Statements of Income for the Three Months Ended January 31, 202 2 and 202 1 (Unaudited)	4
		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended July 31 , 2021 and 2020 (Unaudited)	5		Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended Januar y 31, 202 2 and 20 2 1 (Unaudited)	5
		Condensed Consolidated Balance Sheets at July 31 , 2021 (Unaudited) and October 31, 2020	6		Condensed Consolidated Balance Sheets at Januar y 31, 202 2 (Unaudited) and October 31, 202 1	6
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended July 31 , 2021 and 2020 (Unaudited)	8		Condensed Consolidated Statements of Cash Flows for the Three Months Ended January 31, 202 2 and 202 1 (Unaudited)	8
		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended July 31 , 2021 and 2020 (Unaudited)	9		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended Januar y 31, 202 2 and 202 1 (Unaudited)	9
		Notes to Condensed Consolidated Financial Statements (Unaudited)	11		Notes to Condensed Consolidated Financial Statements (Unaudited)	10
2	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
3	3	Quantitative and Qualitative Disclosures About Market Risk	44	3	Quantitative and Qualitative Disclosures About Market Risk	37
4	4	Controls and Procedures	44	4	Controls and Procedures	37

		Part II. Other Information			Part II. Other Information
1A	1A	Risk Factors	45	1A	Risk Factors	38
2	2	Unregistered Sales of Equity Securities and Use of Proceeds	45	2	Unregistered Sales of Equity Securities and Use of Proceeds	38
6	6	Exhibits	45	6	Exhibits	38
		Signatures	46		Signatures	39

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 July 31,				Nine Months Ended July 31,					Three Months Ended January 31,
(in millions, except per share amounts)	(in millions, except per share amounts)	2021		2020		2021		2020		(in millions, except per share amounts)	2022		2021
Net sales	Net sales	$	1,490.8	$	1,083.0	$	3,977.9	$	3,353.7	Net sales	$	1,564.3	$	1,146.5
Cost of products sold	Cost of products sold	1,172.0		863.3		3,181.0		2,670.7		Cost of products sold	1,274.6		934.3
Gross profit	Gross profit	318.8		219.7		796.9		683.0		Gross profit	289.7		212.2
Selling, general and administrative expenses	Selling, general and administrative expenses	142.6		120.4		423.7		376.9		Selling, general and administrative expenses	151.6		134.3
Restructuring charges	Restructuring charges	3.7		19.1		18.8		26.8		Restructuring charges	3.5		3.1
Timberland gains		—		—		(95.7)		—
Acquisition and integration related costs		2.4		3.6		6.2		13.5

Integration related costs										Integration related costs	1.6		2.0
Non-cash asset impairment charges	Non-cash asset impairment charges	—		15.5		1.5		16.9		Non-cash asset impairment charges	62.4		1.3
Gain on disposal of properties, plants and equipment, net		(3.0)		(0.3)		(1.3)		(2.1)
Loss (gain) on disposal of businesses, net		—		(0.5)		—		37.9
(Gain) loss on disposal of properties, plants and equipment, net										(Gain) loss on disposal of properties, plants and equipment, net	(1.4)		1.6
Gain on disposal of businesses, net										Gain on disposal of businesses, net	—		(0.1)
Operating profit	Operating profit	173.1		61.9		443.7		213.1		Operating profit	72.0		70.0
Interest expense, net	Interest expense, net	23.9		29.8		75.8		89.8		Interest expense, net	17.1		25.2

Non-cash pension settlement charges (income)		0.4		—		9.0		(0.1)
Other expense (income), net		(0.6)		1.1		2.2		3.5
Non-cash pension settlement charges										Non-cash pension settlement charges	—		8.5
Other expense, net										Other expense, net	2.0		—
Income before income tax expense and equity earnings of unconsolidated affiliates, net	Income before income tax expense and equity earnings of unconsolidated affiliates, net	149.4		31.0		356.7		119.9		Income before income tax expense and equity earnings of unconsolidated affiliates, net	52.9		36.3
Income tax expense	Income tax expense	33.1		6.9		56.5		44.8		Income tax expense	35.6		6.1
Equity earnings of unconsolidated affiliates, net of tax	Equity earnings of unconsolidated affiliates, net of tax	(2.1)		(0.3)		(3.1)		(1.2)		Equity earnings of unconsolidated affiliates, net of tax	(1.3)		(0.7)
Net income	Net income	118.4		24.4		303.3		76.3		Net income	18.6		30.9
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(5.4)		(3.7)		(17.1)		(11.9)		Net income attributable to noncontrolling interests	(8.3)		(7.5)
Net income attributable to Greif, Inc.	Net income attributable to Greif, Inc.	$	113.0	$	20.7	$	286.2	$	64.4	Net income attributable to Greif, Inc.	$	10.3	$	23.4
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	$	1.90	$	0.35	$	4.81	$	1.09	Class A common stock	$	0.17	$	0.40
Class B common stock	Class B common stock	$	2.85	$	0.52	$	7.21	$	1.62	Class B common stock	$	0.25	$	0.59
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	$	1.89	$	0.35	$	4.80	$	1.09	Class A common stock	$	0.18	$	0.40
Class B common stock	Class B common stock	$	2.85	$	0.52	$	7.21	$	1.62	Class B common stock	$	0.25	$	0.59
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	26.6		26.4		26.5		26.4		Basic	26.6		26.5
Diluted	Diluted	26.7		26.4		26.6		26.4		Diluted	26.8		26.5
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
Diluted	Diluted	22.0		22.0		22.0		22.0		Diluted	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	$	1.32	$	1.32	Class A common stock	$	0.46	$	0.44
Class B common stock	Class B common stock	$	0.66	$	0.66	$	1.97	$	1.97	Class B common stock	$	0.68	$	0.65

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

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


		Three Months Ended July 31,				Nine Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021
Net income	Net income	$	118.4	$	24.4	$	303.3	$	76.3	Net income	$	18.6	$	30.9
Other comprehensive income (loss), net of tax:
Other comprehensive (loss) income, net of tax:										Other comprehensive (loss) income, net of tax:
Foreign currency translation	Foreign currency translation	(15.5)		59.6		18.7		4.2		Foreign currency translation	(31.5)		27.6
Derivative financial instruments	Derivative financial instruments	(0.6)		2.0		10.8		(20.9)		Derivative financial instruments	11.8		1.9
Minimum pension liabilities	Minimum pension liabilities	2.2		(2.4)		49.3		20.6		Minimum pension liabilities	3.1		22.7
Other comprehensive income (loss), net of tax		(13.9)		59.2		78.8		3.9
Other comprehensive (loss) income, net of tax										Other comprehensive (loss) income, net of tax	(16.6)		52.2
Comprehensive income	Comprehensive income	104.5		83.6		382.1		80.2		Comprehensive income	2.0		83.1
Comprehensive income attributable to noncontrolling interests	Comprehensive income attributable to noncontrolling interests	5.6		0.9		17.9		3.5		Comprehensive income attributable to noncontrolling interests	4.0		10.1
Comprehensive income attributable to Greif, Inc.		$	98.9	$	82.7	$	364.2	$	76.7
Comprehensive (loss) income attributable to Greif, Inc.										Comprehensive (loss) income attributable to Greif, Inc.	$	(2.0)	$	73.0

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)	July 31, 2021		October 31, 2020		(in millions)	January 31, 2022		October 31, 2021
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	99.8	$	105.9	Cash and cash equivalents	$	119.7	$	124.6
Trade accounts receivable, less allowance of $6.3 in 2021 and $9.4 in 2020		834.7		636.6
Trade accounts receivable, net of allowance						Trade accounts receivable, net of allowance	816.1		889.5
Inventories:	Inventories:					Inventories:
Raw materials	Raw materials	348.9		208.4		Raw materials	391.6		390.7
Work-in-process	Work-in-process	1.5		5.4		Work-in-process	—		1.5
Finished goods	Finished goods	106.1		79.8		Finished goods	96.7		107.0
Assets held for sale	Assets held for sale	6.6		57.0		Assets held for sale	139.8		6.9
Assets held by special purpose entities		—		50.9

Prepaid expenses	Prepaid expenses	82.0		43.0		Prepaid expenses	51.9		54.0
Other current assets	Other current assets	87.3		115.8		Other current assets	88.2		89.9
		1,566.9		1,302.8			1,704.0		1,664.1
Long-term assets	Long-term assets					Long-term assets
Goodwill	Goodwill	1,522.3		1,518.4		Goodwill	1,500.5		1,515.4
Other intangible assets, net of amortization	Other intangible assets, net of amortization	665.4		715.3		Other intangible assets, net of amortization	628.0		648.4
Deferred tax assets	Deferred tax assets	26.8		11.3		Deferred tax assets	7.5		16.3

Pension asset	Pension asset	44.1		29.5		Pension asset	50.3		39.9
Operating lease assets	Operating lease assets	287.5		307.5		Operating lease assets	287.0		289.4
Other long-term assets	Other long-term assets	117.6		99.2		Other long-term assets	132.5		121.1
		2,663.7		2,681.2			2,605.8		2,630.5
Properties, plants and equipment	Properties, plants and equipment					Properties, plants and equipment
Timber properties, net of depletion	Timber properties, net of depletion	226.3		224.5		Timber properties, net of depletion	227.6		224.6
Land	Land	163.1		162.6		Land	159.9		161.9
Buildings	Buildings	540.6		524.7		Buildings	531.7		543.8
Machinery and equipment	Machinery and equipment	2,019.9		1,930.6		Machinery and equipment	1,977.8		2,042.3
Capital projects in progress	Capital projects in progress	116.7		120.6		Capital projects in progress	131.3		137.2
		3,066.6		2,963.0			3,028.3		3,109.8
Accumulated depreciation	Accumulated depreciation	(1,573.6)		(1,436.1)		Accumulated depreciation	(1,571.5)		(1,588.6)
		1,493.0		1,526.9			1,456.8		1,521.2
Total assets	Total assets	$	5,723.6	$	5,510.9	Total assets	$	5,766.6	$	5,815.8

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)	July 31, 2021		October 31, 2020		(in millions)	January 31, 2022		October 31, 2021
LIABILITIES AND SHAREHOLDERS' EQUITY	LIABILITIES AND SHAREHOLDERS' EQUITY					LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	657.0	$	450.7	Accounts payable	$	619.6	$	704.5
Accrued payroll and employee benefits	Accrued payroll and employee benefits	138.6		122.3		Accrued payroll and employee benefits	102.1		160.3
Restructuring reserves	Restructuring reserves	20.5		21.6		Restructuring reserves	17.0		20.3
Current portion of long-term debt	Current portion of long-term debt	120.3		123.1		Current portion of long-term debt	120.3		120.3
Short-term borrowings	Short-term borrowings	57.6		28.4		Short-term borrowings	37.4		50.5
Liabilities held for sale						Liabilities held for sale	83.5		0.9

Liabilities held by special purpose entities		—		43.3
Current portion of operating lease liabilities	Current portion of operating lease liabilities	51.3		52.3		Current portion of operating lease liabilities	54.3		54.0
Mandatorily redeemable noncontrolling interests		5.0		—

Other current liabilities	Other current liabilities	191.4		158.4		Other current liabilities	246.3		203.3
		1,241.7		1,000.1			1,280.5		1,314.1
Long-term liabilities	Long-term liabilities					Long-term liabilities
Long-term debt	Long-term debt	2,089.7		2,335.5		Long-term debt	2,139.1		2,054.8
Operating lease liabilities	Operating lease liabilities	238.8		257.7		Operating lease liabilities	237.0		239.5
Deferred tax liabilities	Deferred tax liabilities	336.2		339.2		Deferred tax liabilities	319.1		318.0
Pension liabilities	Pension liabilities	82.4		137.7		Pension liabilities	73.0		78.3
Postretirement benefit obligations	Postretirement benefit obligations	11.1		11.6		Postretirement benefit obligations	10.9		11.0

Contingent liabilities and environmental reserves	Contingent liabilities and environmental reserves	19.4		20.2		Contingent liabilities and environmental reserves	20.4		19.5
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	147.2		152.0		Other long-term liabilities	82.4		153.1
		2,956.0		3,290.1			2,909.7		2,902.0
Commitments and contingencies (Note 8)	Commitments and contingencies (Note 8)	0		0		Commitments and contingencies (Note 8)	0		0
Redeemable noncontrolling interests	Redeemable noncontrolling interests	18.4		20.0		Redeemable noncontrolling interests	19.1		24.1
Equity	Equity					Equity
Common stock, without par value	Common stock, without par value	178.6		170.2		Common stock, without par value	183.2		179.3
Treasury stock, at cost	Treasury stock, at cost	(134.1)		(134.4)		Treasury stock, at cost	(134.0)		(134.1)
Retained earnings	Retained earnings	1,753.9		1,543.9		Retained earnings	1,812.9		1,825.6
Accumulated other comprehensive loss, net of tax:	Accumulated other comprehensive loss, net of tax:					Accumulated other comprehensive loss, net of tax:
Foreign currency translation	Foreign currency translation	(277.0)		(294.9)		Foreign currency translation	(322.6)		(295.4)
Derivative financial instruments	Derivative financial instruments	(13.9)		(24.7)		Derivative financial instruments	8.2		(3.6)
Minimum pension liabilities	Minimum pension liabilities	(58.6)		(107.9)		Minimum pension liabilities	(54.4)		(57.5)
Total Greif, Inc. shareholders' equity	Total Greif, Inc. shareholders' equity	1,448.9		1,152.2		Total Greif, Inc. shareholders' equity	1,493.3		1,514.3
Noncontrolling interests	Noncontrolling interests	58.6		48.5		Noncontrolling interests	64.0		61.3
Total shareholders' equity	Total shareholders' equity	1,507.5		1,200.7		Total shareholders' equity	1,557.3		1,575.6
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	5,723.6	$	5,510.9	Total liabilities and shareholders' equity	$	5,766.6	$	5,815.8

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	303.3	$	76.3	Net income	$	18.6	$	30.9
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	176.2		182.4		Depreciation, depletion and amortization	59.4		59.3
Non-cash asset impairment charges	Non-cash asset impairment charges	1.5		16.9		Non-cash asset impairment charges	62.4		1.3
Non-cash pension settlement charges (income)		9.0		(0.1)
Non-cash pension settlement charges						Non-cash pension settlement charges	—		8.5
Loss (gain) on disposals of properties, plants and equipment, net	Loss (gain) on disposals of properties, plants and equipment, net	(1.3)		(2.1)		Loss (gain) on disposals of properties, plants and equipment, net	(1.4)		1.6
Loss on disposals of businesses, net		—		37.9
Timberland gains		(95.7)		—
Unrealized foreign exchange loss (gain)		0.8		(0.2)
Deferred income tax benefit		(41.6)		(5.3)
Gain on disposals of businesses, net						Gain on disposals of businesses, net	—		(0.1)

Unrealized foreign exchange loss						Unrealized foreign exchange loss	3.4		—
Deferred income tax expense (benefit)						Deferred income tax expense (benefit)	2.0		(1.9)

Non-cash lease expense	Non-cash lease expense	36.5		43.0		Non-cash lease expense	14.6		14.4
Other, net	Other, net	0.3		(1.8)		Other, net	0.6		1.9
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	(185.4)		9.4		Trade accounts receivable	(4.8)		(30.8)
Inventories	Inventories	(157.5)		(22.5)		Inventories	(62.9)		(35.5)

Accounts payable	Accounts payable	204.1		25.9		Accounts payable	9.6		13.7
Restructuring reserves	Restructuring reserves	(1.2)		8.5		Restructuring reserves	(1.7)		(2.4)
Operating leases	Operating leases	(40.1)		(42.4)		Operating leases	(16.0)		(9.9)
Pension and post-retirement benefit liabilities	Pension and post-retirement benefit liabilities	(11.7)		(17.3)		Pension and post-retirement benefit liabilities	(10.4)		(6.1)
Other, net	Other, net	61.5		(54.3)		Other, net	(51.0)		(33.4)
Net cash provided by operating activities	Net cash provided by operating activities	258.7		254.3		Net cash provided by operating activities	22.4		11.5
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Purchases of properties, plants and equipment	Purchases of properties, plants and equipment	(94.2)		(98.8)		Purchases of properties, plants and equipment	(44.5)		(27.4)
Purchases of and investments in timber properties	Purchases of and investments in timber properties	(7.4)		(4.0)		Purchases of and investments in timber properties	(4.8)		(1.0)
Purchases of equity method investments		—		(3.6)
Proceeds from the sale of timberlands		145.1		—

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

Proceeds from the sale of properties, plants, equipment and other assets	Proceeds from the sale of properties, plants, equipment and other assets	10.7		7.8		Proceeds from the sale of properties, plants, equipment and other assets	8.2		—
Proceeds from the sale of businesses		—		82.9
Proceeds from insurance recoveries		—		0.9

Other, net	Other, net	(3.9)		—		Other, net	(4.7)		(3.3)
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	86.2		(14.8)		Net cash provided by (used in) investing activities	(45.8)		4.2
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	1,160.5		1,083.6		Proceeds from issuance of long-term debt	641.6		384.5
Payments on long-term debt	Payments on long-term debt	(1,490.0)		(1,156.9)		Payments on long-term debt	(551.4)		(353.5)

Proceeds (payments) on short-term borrowings, net	Proceeds (payments) on short-term borrowings, net	28.4		(6.9)		Proceeds (payments) on short-term borrowings, net	(4.2)		16.8

Proceeds from trade accounts receivable credit facility	Proceeds from trade accounts receivable credit facility	99.0		64.3		Proceeds from trade accounts receivable credit facility	—		11.2
Payments on trade accounts receivable credit facility	Payments on trade accounts receivable credit facility	(23.1)		(119.4)		Payments on trade accounts receivable credit facility	(2.0)		(18.3)
Payments for liabilities held in special purpose entities	Payments for liabilities held in special purpose entities	(43.3)		—		Payments for liabilities held in special purpose entities	—		(43.3)

Dividends paid to Greif, Inc. shareholders	Dividends paid to Greif, Inc. shareholders	(78.4)		(78.2)		Dividends paid to Greif, Inc. shareholders	(27.2)		(25.9)
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests	(7.2)		(12.1)		Dividends paid to noncontrolling interests	(2.8)		(1.5)

Net cash used in financing activities		(354.1)		(225.6)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	54.0		(30.0)

Effects of exchange rates on cash	Effects of exchange rates on cash	3.1		7.3		Effects of exchange rates on cash	(18.6)		9.8
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	(6.1)		21.2		Net increase (decrease) in cash and cash equivalents	12.0		(4.5)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	105.9		77.3		Cash and cash equivalents at beginning of period	124.6		105.9
Cash and cash equivalents at end of period		$	99.8	$	98.5
Cash and cash equivalents at end of period*						Cash and cash equivalents at end of period*	$	136.6	$	101.4

*2022 Ending cash includes $16.9 million of cash presented within assets held for sale on the interim condensed consolidated balance sheet. See Note 13 for more information.

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 July 31, 2021																	Three Months Ended January 31, 2022
		Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity			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)	(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount												(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
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
Net income								113.0				113.0		5.4		118.4
Other comprehensive income (loss):
Foreign currency translation										(15.7)		(15.7)		0.2		(15.5)
Derivative financial instruments, net of $0.2 million of income tax benefit										(0.6)		(0.6)				(0.6)
Minimum pension liability adjustment, net of $0.8 million income tax expense										2.2		2.2				2.2
Comprehensive income					.							98.9				104.5
Current period mark to redemption value of redeemable noncontrolling interest								1.0				1.0				1.0
Net income allocated to redeemable noncontrolling interests												—		(0.6)		(0.6)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)								(26.2)				(26.2)				(26.2)
Dividends paid to noncontrolling interests and other												—		(1.9)		(1.9)

Share based compensation		—	1.0		—	—						1.0				1.0

As of July 31, 2021		48,559	$	178.6	28,283	$	(134.1)	$	1,753.9	$	(349.5)	$	1,448.9	$	58.6	$	1,507.5

		Nine Months Ended July 31, 2021
		Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity
(in millions, except for shares which are in thousands)		Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2020		48,450	$	170.2	28,392	$	(134.4)	$	1,543.9	$	(427.5)	$	1,152.2	$	48.5	$	1,200.7
As of October 31, 2021																		As of October 31, 2021	48,559	$	179.3	28,283	$	(134.1)	$	1,825.6	$	(356.5)	$	1,514.3	$	61.3	$	1,575.6
Net income	Net income							286.2				286.2		17.1		303.3		Net income							10.3				10.3		8.3		18.6
Other comprehensive income:	Other comprehensive income:																	Other comprehensive income:
Foreign currency translation	Foreign currency translation									17.9		17.9		0.8		18.7		Foreign currency translation									(27.2)		(27.2)		(4.3)		(31.5)
Derivative financial instruments, net of $3.6 million of income tax expense										10.8		10.8				10.8
Minimum pension liability adjustment, net of $17.0 million income tax expense										49.3		49.3				49.3
Derivative financial instruments, net of $4.0 million of income tax benefit																		Derivative financial instruments, net of $4.0 million of income tax benefit									11.8		11.8				11.8
Minimum pension liability adjustment, net of $0.5 million income tax benefit																		Minimum pension liability adjustment, net of $0.5 million income tax benefit									3.1		3.1				3.1
Comprehensive income	Comprehensive income				.							364.2				382.1		Comprehensive income				.							(2.0)				2.0
Current period mark to redemption value of redeemable noncontrolling interest								2.2				2.2				2.2
Current period mark to redemption value of redeemable noncontrolling interest and other																		Current period mark to redemption value of redeemable noncontrolling interest and other							5.0				5.0				5.0
Net income allocated to redeemable noncontrolling interests	Net income allocated to redeemable noncontrolling interests											—		(1.4)		(1.4)		Net income allocated to redeemable noncontrolling interests											—		0.4		0.4
Dividends paid to Greif, Inc. shareholders ($1.32 and $1.97 per Class A share and Class B share, respectively)								(78.4)				(78.4)				(78.4)
Dividends paid to Greif, Inc. shareholders ($0.46 and $0.68 per Class A share and Class B share, respectively)																		Dividends paid to Greif, Inc. shareholders ($0.46 and $0.68 per Class A share and Class B share, respectively)							(27.2)				(27.2)				(27.2)
Dividends paid to noncontrolling interests and other	Dividends paid to noncontrolling interests and other											—		(6.4)		(6.4)		Dividends paid to noncontrolling interests and other											—		(1.7)		(1.7)
Dividends earned on RSU shares																		Dividends earned on RSU shares							(0.8)				(0.8)				(0.8)
Long-term incentive shares issued	Long-term incentive shares issued	80	3.9		(80)	0.2						4.1				4.1		Long-term incentive shares issued	46	2.7		(46)	0.1						2.8				2.8
Share based compensation	Share based compensation	—	3.2		—	—						3.2				3.2		Share based compensation	—	1.1		—	—						1.1				1.1
Restricted stock, executive	Restricted stock, executive	3	0.1		(3)	—						0.1				0.1		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 July 31, 2021		48,559	$	178.6	28,283	$	(134.1)	$	1,753.9	$	(349.5)	$	1,448.9	$	58.6	$	1,507.5

As of January 31, 2022																		As of January 31, 2022	48,608	$	183.2	28,234	$	(134.0)	$	1,812.9	$	(368.8)	$	1,493.3	$	64.0	$	1,557.3

~~Table of Contents~~


		Three Months Ended July 31, 2020																	Three Months Ended January 31, 2021
		Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity			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)	(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount												(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
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
As of October 31, 2020																		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	Net income							20.7				20.7		3.7		24.4		Net income							23.4				23.4		7.5		30.9
Other comprehensive income (loss):	Other comprehensive income (loss):																	Other comprehensive income (loss):
Foreign currency translation	Foreign currency translation									62.4		62.4		(2.8)		59.6		Foreign currency translation									25.0		25.0		2.6		27.6
Derivative financial instruments, net of $6.7 million income tax benefit										2.0		2.0				2.0
Minimum pension liability adjustment, net of immaterial income tax expense										(2.4)		(2.4)				(2.4)
Derivative financial instruments, net of $0.6 million income tax expense																		Derivative financial instruments, net of $0.6 million income tax expense									1.9		1.9				1.9
Minimum pension liability adjustment, net of $7.4 million income tax expense																		Minimum pension liability adjustment, net of $7.4 million income tax expense									22.7		22.7				22.7
Comprehensive income	Comprehensive income											82.7				83.6		Comprehensive income											73.0				83.1
Current period mark to redemption value of redeemable noncontrolling interest								1.1				1.1				1.1
Current period mark to redemption value of redeemable noncontrolling interest and other																		Current period mark to redemption value of redeemable noncontrolling interest and other							0.6				0.6				0.6
Net income allocated to redeemable noncontrolling interests	Net income allocated to redeemable noncontrolling interests											—		0.3		0.3		Net income allocated to redeemable noncontrolling interests											—		(0.3)		(0.3)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)								(26.2)				(26.2)				(26.2)
Dividends paid to noncontrolling interests and other												—		(3.6)		(3.6)

Share based compensation		—	0.5		—	—						0.5				0.5

As of July 31, 2020		48,450	$	169.7	28,392	$	(134.4)	$	1,527.4	$	(421.4)	$	1,141.3	$	49.6	$	1,190.9

		Nine Months Ended July 31, 2020
		Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity
(in millions, except for shares which are in thousands)		Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2019		48,266	$	162.6	28,576	$	(134.8)	$	1,539.0	$	(433.7)	$	1,133.1	$	58.0	$	1,191.1
Net income								64.4				64.4		11.9		76.3
Other comprehensive income (loss):
Foreign currency translation										12.6		12.6		(8.4)		4.2
Derivative financial instruments, net of $6.7 million income tax benefit										(20.9)		(20.9)				(20.9)
Minimum pension liability adjustment, net of $7.5 million income tax expense										20.6		20.6				20.6
Comprehensive income												76.7				80.2
Current period mark to redemption value of redeemable noncontrolling interest								2.2				2.2				2.2
Net income allocated to redeemable noncontrolling interests												—		0.2		0.2
Dividends paid to Greif, Inc. shareholders ($1.32 and $1.97 per Class A share and Class B share, respectively)								(78.2)				(78.2)				(78.2)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.65 per Class A share and Class B share, respectively)																		Dividends paid to Greif, Inc. shareholders ($0.44 and $0.65 per Class A share and Class B share, respectively)							(25.9)				(25.9)				(25.9)
Dividends paid to noncontrolling interests and other	Dividends paid to noncontrolling interests and other											—		(12.1)		(12.1)		Dividends paid to noncontrolling interests and other											—		(1.0)		(1.0)
Long-term incentive shares issued	Long-term incentive shares issued	153	5.0		(153)	0.3						5.3				5.3		Long-term incentive shares issued	80	3.9		(80)	0.2						4.1				4.1
Share based compensation	Share based compensation	—	1.0		—	—						1.0				1.0		Share based compensation	—	1.2		—	—						1.2				1.2
Restricted stock, executive	Restricted stock, executive	3	0.1		(3)	0.1						0.2				0.2		Restricted stock, executive	3	0.1		(3)	—						0.1				0.1
Restricted stock, directors		28	1.0		(28)	—						1.0				1.0
As of July 31, 2020		48,450	$	169.7	28,392	$	(134.4)	$	1,527.4	$	(421.4)	$	1,141.3	$	49.6	$	1,190.9

As of January 31, 2021																		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

109

Table of Contents

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 ~~July~~January 31, ~~2021~~2022 and October 31, ~~2020,~~2021, the interim condensed consolidated statements of income, comprehensive income and changes in shareholders' equity for the three ~~and nine~~ months ended ~~July~~January 31, ~~2021~~2022 and ~~2020~~2021 and the interim condensed consolidated statements of cash flows for the ~~nine~~three months ended ~~July~~January 31, ~~2021~~2022 and ~~2020~~2021 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 interest 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, ~~2020~~2021 (the ~~“2020~~“2021 Form 10-K”).

Effective the first quarter 2021, the Company adjusted its reportable segments. The presentation of prior periods throughout Part I Item 1 of this Form 10-Q has been modified to reflect the new segment reporting structure. See Note 12 to the Interim Condensed Consolidated Financial Statements for additional information.

Newly Adopted Accounting Standards

In ~~June 2016,~~December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, “Financial Instruments – Credit Losses.” This ASU sets forth a current expected credit loss model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and 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 was effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. The Company adopted this ASU on November 1, 2020. The adoption of this guidance did not have a material impact on financial position, results of operations, comprehensive income, cash flows 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 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~~adopted this ASU ison November 1, 2021. The ~~Company is in the process~~adoption of ~~determining the potential impact of adopting~~ this guidance did not have a material impact on ~~its~~the Company's financial position, results of operations, comprehensive income, cash ~~flow and~~flows or disclosures.

Recently Issued Accounting Standards

Except for the accounting pronouncement described above, there have been no new accounting pronouncements issued since the filing of the 2021 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.

Table of Contents

NOTE 2 — RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ending restructuring reserve balances for the ~~nine~~three months ended ~~July~~January 31, ~~2021:~~
(in millions) Employee
Separation
Costs Other
Costs Total
Balance at October 31, 2020 $ 17.9 $ 3.7 $ 21.6
Costs incurred and charged to expense 12.4 6.4 18.8
Costs paid or otherwise settled (11.9) (8.0) (19.9)
Balance at July 31, 2021 $ 18.4 $ 2.1 $ 20.5
2022:


(in millions)	Employee Separation Costs		Other Costs		Total
Balance at October 31, 2021	$	18.6	$	1.7	$	20.3
Costs incurred and charged to expense	1.6		1.9		3.5
Costs paid or otherwise settled	(4.4)		(2.4)		(6.8)
Balance at January 31, 2022	$	15.8	$	1.2	$	17.0

The focus for restructuring activities in ~~2021~~2022 is to optimize ~~and integrate operations in the Paper Packaging & Services segment and to rationalize~~ operations and close ~~underperforming assets in the Global Industrial Packaging segment.~~under-performing assets.

During the three months ended ~~July~~January 31, ~~2021,~~2022, the Company recorded restructuring charges of ~~$3.7~~$3.5 million, as compared to ~~$19.1~~$3.1 million of restructuring charges recorded during the three months ended ~~July~~January 31, ~~2020.~~2021. The restructuring activity for the three months ended ~~July~~January 31, ~~2021~~2022 consisted of ~~$1.8~~$1.6 million in employee separation costs and $1.9 ~~million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.~~

During the nine months ended July 31, 2021, the Company recorded restructuring charges of $18.8 million, as compared to $26.8 million of restructuring charges recorded during the nine months ended July 31, 2020. The restructuring activity for the nine months ended July 31, 2021 consisted of $12.4 million in employee separation costs and $6.4 million in other restructuring 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 ~~$18.7~~$14.6 million as of ~~July~~January 31, ~~2021:~~2022:


(in millions)	(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the nine months ended July 31, 2021		Amounts Remaining to be Incurred		(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the Three Months Ended January 31, 2022		Amounts Remaining to be Incurred
Global Industrial Packaging	Global Industrial Packaging							Global Industrial Packaging
Employee separation costs	Employee separation costs	$	19.8	$	11.5	$	8.3	Employee separation costs	$	10.5	$	1.5	$	9.0
Other restructuring costs	Other restructuring costs	8.0		3.1		4.9		Other restructuring costs	3.3		0.6		2.7
		27.8		14.6		13.2			13.8		2.1		11.7
Paper Packaging & Services	Paper Packaging & Services							Paper Packaging & Services
Employee separation costs	Employee separation costs	1.1		0.8		0.3		Employee separation costs	1.1		0.1		1.0
Other restructuring costs	Other restructuring costs	8.5		3.3		5.2		Other restructuring costs	3.2		1.3		1.9
		9.6		4.1		5.5			4.3		1.4		2.9
Land Management
Employee separation costs		0.1		0.1		—

		0.1		0.1		—
		$	37.5	$	18.8	$	18.7

									$	18.1	$	3.5	$	14.6

~~Table of Contents~~

NOTE 3 — LONG-TERM DEBT

Long-term debt is summarized as follows:


(in millions)	(in millions)	July 31, 2021		October 31, 2020		(in millions)	January 31, 2022		October 31, 2021
2019 Credit Agreement - Term Loans	2019 Credit Agreement - Term Loans	$	1,277.3	$	1,429.8	2019 Credit Agreement - Term Loans	$	1,217.2	$	1,247.3
Senior Notes due 2027	Senior Notes due 2027	495.7		495.1		Senior Notes due 2027	496.1		495.9
Senior Notes due 2021		—		234.8
Accounts receivable credit facilities	Accounts receivable credit facilities	386.4		310.0		Accounts receivable credit facilities	384.5		391.1
2019 Credit Agreement - Revolving Credit Facility	2019 Credit Agreement - Revolving Credit Facility	61.5		—		2019 Credit Agreement - Revolving Credit Facility	170.6		50.5

Other debt						Other debt	0.4		0.6
		2,220.9		2,469.7			2,268.8		2,185.4
Less: current portion	Less: current portion	120.3		123.1		Less: current portion	120.3		120.3
Less: deferred financing costs	Less: deferred financing costs	10.9		11.1		Less: deferred financing costs	9.4		10.3
Long-term debt, net	Long-term debt, net	$	2,089.7	$	2,335.5	Long-term debt, net	$	2,139.1	$	2,054.8

2019 Credit Agreement

Table of Contents

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. and 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 that commenced on April 30, 2019, that matures on January 31, 2024, ~~and~~ (c) a $400.0 million secured term loan A-2 facility, with quarterly principal installments that commenced on April 30, 2019, that matures on January 31, 2026, and (d) a $225.0 million secured term A-3 loan with quarterly principal installments commenced on July 31, 2021 and continue through maturity on July 15, 2026. In addition, the Company has an option to add an aggregate of ~~$700.0~~$475.0 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, which was drawn on July 14, 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, which commenced on July 31, 2021. 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, discussed above. The Company's obligations with respect to the Incremental Term A-3 Loan constitutes similar obligations under the 2019 Credit Agreement and are secured and guaranteed with the other obligations as provided under the 2019 Credit Facility on a ~~pari passu~~ ~~basis. The Company utilized the Incremental Term A-3 Loan proceeds to pay all of the outstanding principal of and interest on the Senior Notes due 2021, discussed below.~~

As of ~~July~~January 31, ~~2021, $1,338.8~~2022, $1,387.8 million was outstanding under the 2019 Credit Agreement. The current portion of such outstanding amount was $120.3 million, and the long-term portion was ~~$1,218.5~~$1,267.5 million. The weighted average interest rate for borrowings under the 2019 Credit Agreement was ~~1.91%~~1.33% for the ~~nine~~three months ended ~~July~~January 31, ~~2021.~~2022. The actual interest rate for borrowings under the 2019 Credit Agreement was ~~1.66%~~1.24% as of ~~July~~January 31, ~~2021.~~2022. The deferred financing costs associated with the term loan portion of the 2019 Credit Agreement totaled ~~$8.9~~$7.6 million as of ~~July~~January 31, ~~2021~~2022 and are recorded as a ~~direct deduction from~~reduction of long-term debt on the interim condensed consolidated balance ~~sheet line Long-Term Debt.~~sheets. The deferred financing costs associated with the revolver portion of the 2019 Credit Agreement totaled ~~$4.7~~$3.8 million as of ~~July~~January 31, ~~2021~~2022 and are recorded within ~~Other Long-Term Assets.~~other long-term assets on the interim condensed consolidated balance sheets.

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"). Semi-annual interest payments on the Senior Notes due 2027 commenced 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.~~Agreement, as described above. The deferred financing cost associated with the Senior Notes due 2027 totaled ~~$2.0~~$1.8 million as of ~~July~~January 31, ~~2021~~2022 and ~~are~~is recorded as a ~~direct deduction from~~reduction of long-term debt on the interim condensed consolidated balance ~~sheet line Long-Term Debt.~~sheets.

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~~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"). As discussed above, the Senior Notes due 2021 were paid in full on July 14, 2021 from the proceeds of the Incremental Term A-3 Loan.

United States Trade Accounts Receivable Credit Facility

~~The Company amended and restated its U.S. receivables financing facility (the “U.S. Receivables Facility”) when~~On May 26, 2021, 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~~amended and ~~Restated Transfer and Administration Agreement, dated as of September 24, 2019~~restated its U.S. receivables financing facility (the ~~“Third Amended TAA”~~“U.S. Receivables Facility”), 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. On May 26, 2021, the Third Amended TAA was amended to increase the. The U.S. Receivables Facility toprovides an accounts receivable financing facility of $275.0 million, with a new maturity date of May 26, 2022. As of ~~July~~January 31, ~~2021,~~2022, there was ~~$268.0~~$275.0 million outstanding balance under the U.S. Receivables Facility that 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.

Greif Funding is a direct 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 the 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 July 27, 2021, Cooperage Receivables Finance B.V. and Greif Services Belgium BV, 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 matures April 26, 2022. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($~~118.4~~111.5 million as of ~~July~~January 31, ~~2021)~~2022) secured by certain European accounts receivable. The ~~$118.4~~$109.5 million outstanding on the European RFA as of ~~July~~January 31, ~~2021~~2022 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.

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NOTE 4 — 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 ~~July~~January 31, ~~2021~~2022 and October 31, ~~2020:~~2021:

July 31, 2021
Fair Value Measurement
(in millions) Level 1 Level 2 Level 3 Total Balance Sheet Location
Interest rate derivatives $ — $ 2.8 $ — $ 2.8 Other long-term assets
Interest rate derivatives — (23.6) — (23.6) Other current liabilities and other long-term liabilities
Foreign exchange hedges — 0.4 — 0.4 Other current assets
Foreign exchange hedges — (0.6) — (0.6) Other current liabilities
Insurance annuity — — 21.6 21.6 Other long-term assets
Cross currency swap — 6.1 — 6.1 Other current assets and other long-term assets


		October 31, 2020										January 31, 2022
		Fair Value Measurement										Assets								Liabilities
(in millions)	(in millions)	Level 1		Level 2		Level 3		Total		Balance Sheet Location	(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total

Interest rate derivatives	Interest rate derivatives	$	—	$	(37.9)	$	—	$	(37.9)	Other long-term liabilities and other current liabilities	Interest rate derivatives	$	—	$	10.7	$	—	$	10.7	$	—	$	(9.2)	$	—	$	(9.2)
Foreign exchange hedges		—		1.5		—		1.5		Other current assets
Foreign exchange hedges	Foreign exchange hedges	—		(1.6)		—		(1.6)		Other current liabilities	Foreign exchange hedges	—		1.6		—		1.6		—		(0.6)		—		(0.6)
Insurance annuity	Insurance annuity	—		—		21.4		21.4		Other long-term assets	Insurance annuity	—		—		20.1		20.1		—		—		—		—
Cross currency swap	Cross currency swap	—		8.9		—		8.9		Other current assets and other long-term assets	Cross currency swap	—		18.8		—		18.8		—		—		—		—

												October 31, 2021
												Assets								Liabilities
(in millions)											(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate derivatives											Interest rate derivatives	$	—	$	7.6	$	—	$	7.6	$	—	$	(16.8)	$	—	$	(16.8)
Foreign exchange hedges											Foreign exchange hedges	—		0.1		—		0.1		—		(0.1)		—		(0.1)
Insurance annuity											Insurance annuity	—		—		20.9		20.9		—		—		—		—
Cross currency swap											Cross currency swap	—		10.2		—		10.2		—		(1.2)		—		(1.2)

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of ~~July~~January 31, ~~2021~~2022 and October 31, ~~2020~~2021 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 U.S. dollar LIBOR rate plus a spread.

In 2020, ~~(effective July 15, 2021),~~ the Company entered into 4 interest rate swaps with a total notional amount of $200.0 million, maturing on July 15, 2029. 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. 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, maturing on March 11, 2024. The outstanding notional amount as of ~~July~~January 31, ~~2021~~2022 is ~~$600.0~~$500.0 million. 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 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 an3 interest rate ~~swap~~swaps with a notional amount of $300.0 million, maturing on February 1, 2022. 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 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.

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These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments isare reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted ~~transactions~~transaction and in the same period during which the hedged ~~transactions affect~~transaction affects earnings. See Note 11 to the ~~Interim Condensed Consolidated Financial Statements~~interim condensed consolidated financial statements for additional ~~information.~~disclosures of the aggregate gain or loss included within other comprehensive income. 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.

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Losses reclassified to earnings under these contracts were ~~$4.6~~$4.3 million and ~~$6.4~~$4.4 million for the three months ended ~~July~~January 31, ~~2021,~~2022, and ~~2020, respectively. Losses reclassified to earnings under these contracts were $13.3 million and $11.1 million for the nine months ended July 31,~~ 2021, ~~and 2020,~~ respectively. A derivative loss of ~~$15.7~~$5.8 million, based upon interest rates at ~~July~~January 31, ~~2021,~~2022, 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 ~~July~~January 31, ~~2021,~~2022, and October 31, ~~2020,~~2021, the Company had outstanding foreign currency forward contracts in the notional amount of ~~$105.9~~$184.5 million and ~~$268.6~~$81.8 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 gains (losses) recorded in other expense, net under fair value contracts were ~~$(0.3)~~$(2.4) million and ~~$1.7~~$2.0 million for the three months ended ~~July~~January 31, 2022, and 2021, ~~and 2020,~~ respectively. ~~Realized gains (losses) recorded in~~Within other expense, net, ~~under fair value contracts were $1.1 million and $(0.5) million for~~ the ~~nine months ended July 31, 2021, and 2020, respectively. The~~ Company recognized ~~in other expense, net~~ an unrealized net gain (loss) of $1.0 million and ~~$(2.2)~~$(0.6) million during the three months ended ~~July~~January 31, 2022 and 2021, ~~and 2020,~~ respectively. ~~The Company recognized in other expense, net an unrealized net loss of $0.2 million and $0.4 million during the nine months ended July 31, 2021 and 2020, respectively~~

Cross Currency Swap

The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates.

In October 2021, the Company entered into 2 cross currency interest rate swap agreements that synthetically swap $116.8 million of fixed rate debt to Euro denominated fixed rate debt at a weighted average rate of 1.26%. These agreements are designated as cash flow hedges for accounting purposes and will mature on October 2026.

In August 2021, the Company entered into 2 cross currency interest rate swap agreements that synthetically swap $117.6 million of fixed rate debt to Euro denominated fixed rate debt at a weighted average rate of 1.19%. These agreements are designated as net investment hedges for accounting purposes and will mature in August 2026.

In March 2018, the Company entered into a2 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 in March 2023.

~~Accordingly, the~~The gain or loss on these net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. See Note 11 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income. The gain or loss on the cash flow hedge derivative instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows that are being hedged. Interest payments received for ~~these~~the cross currency ~~swaps~~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 July 31, 2021 and 2020, gains recorded in interest expense, net under the cross currency swap agreements were $0.6 million and $0.6 million, respectively. For the nine months ended July 31, 2021 and 2020, gains recorded in interest expense, net under the cross currency swap agreements were $1.8 million and $1.8 million, respectively. The assumptions used in measuring fair value of ~~these~~the cross currency ~~swaps~~swap are considered level 2 inputs, which are based upon the Euro to United States ~~Dollar~~dollar exchange rate market.

For the three months ended January 31, 2022 and 2021, gains recorded in interest expense, net under the cross currency swap agreements were $1.4 million and $0.6 million, respectively.

Other Financial Instruments

The fair values of the Company’s 2019 Credit Agreement, ~~and~~ the U.S. Receivables Facility and the European RFA ~~(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

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debt of the same remaining maturities, which are considered level 2 inputs in accordance with Accounting Standard Codification ("ASC") Topic 820, "Fair Value Measurements and Disclosures."

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The following table presents the estimated fair values of the Company’s Senior Notes due 2027:


(in millions)	January 31, 2022		October 31, 2021
Senior Notes due 2027 estimated fair value	$	516.3	$	520.0

Non-Recurring Fair Value Measurements

The Company recognized asset impairment charges of $62.4 million and $1.3 million during the three months ended January 31, 2022 and 2021, 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 three months ended January 31, 2022 and 2021:

Quantitative Information about Level 3
Fair Value Measurements

(in millions)

Impairment Amount

Valuation
Technique

Unobservable
Input

Range of
Input
Values

January 31, 2022

Net Assets Held for Sale

62.4

Indicative Bids

N/A

Total

62.4

January 31, 2021

Long Lived Assets

1.3

Discounted Cash Flows; Indicative Bids

N/A

Total

1.3

Assets and Liabilities Held for Sale

During the three months ended January 31, 2022, the Company entered into a definitive agreement to divest its approximately 50% equity interest in the Flexible Products & Services business to its joint venture partner, Gulf Refined Packaging (the "FPS Divestiture"). This agreement triggered the reclassification of the Flexible Products & Services business to assets and liabilities held ~~by special purpose entities:~~for sale, which further resulted in recognized impairment charges of $62.4 million. Included in the asset impairment, was $112.0 million related to the expected release of cumulative translation adjustment losses associated with the foreign subsidiaries classified as held for sale
(in millions) July 31,
2021 October 31,
2020
Senior Notes due 2021 estimated fair value $ — $ 242.0
Senior Notes due 2027 estimated fair value 525.6 524.4
Assets held by special purpose entities estimated fair value — 50.9
. During the three months ended January 31, 2021, the Company recorded no impairment charges related to assets and liabilities held for sale.

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.

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 no impairment charges related to both properties, plants and equipment, net and intangible assets during the three months ended January 31, 2022 and $1.3 million impairment charges related to both properties, plants and equipment, net and intangible assets during the three months ended January 31, 2021, 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.

NOTE 5 – STOCK-BASED COMPENSATION

Long-Term Incentive Plan

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The Company's 2020 Long-Term Incentive Plan (the "2020 LTIP") is intended to focus management on the 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 performance periods that commence at the start of every year. For each three-year performance period, the performance goals are based on performance criteria as determined by the Compensation Committee of the Company’s Board of Directors. For each three-year performance period commencing at the beginning of the year, participants may be granted restricted stock units (“RSUs”) or performance stock units (“PSUs”) or a combination of both.

The Company may grant RSUs based on a 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 ~~139,360~~99,006 RSUs ~~after plan approval~~ on December ~~17, 2020.~~16, 2021, for the performance period commencing on November 1, 2021 and ending October 31, 2024. The weighted average fair value of the RSUs granted on that date was ~~$48.50.~~$60.54.

Under the 2020 LTIP, the Company may grant PSUs for a 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 Compensation Committee. 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 granted ~~253,102~~162,392 PSUs ~~after plan approval~~ on December ~~17, 2020,~~16, 2021, for the performance period commencing on November 1, ~~2020~~2021 and ending October 31, ~~2023.~~2024. If earned, the 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.~~$60.08. The weighted average fair value of the PSUs at ~~July~~January 31, ~~2021~~2022 was ~~$102.08.~~$58.03.

NOTE 6 — INCOME TAXES

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 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 ~~nine~~three months ended ~~July~~January 31, ~~2021~~2022 and ~~July~~January 31, ~~2020,~~2021, income tax expense was ~~$56.5~~$35.6 million and ~~$44.8~~$6.1 million, respectively. The increase in income tax expense for the ~~nine~~three months ended ~~July~~January 31, ~~2021~~2022 was primarily attributable to an increase in pretax book income ~~changes in the expected mix~~and an increase of ~~earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, and the timing~~unfavorable discrete items of ~~recognition of the related tax expense under ASC740-270.~~$8.9 million. The increase in ~~tax expense as a result of pretax book income was offset by~~ ~~net favorable~~ discrete items is primarily due to adjustments of ~~$6.8~~certain assumptions regarding 2021 tax-only capital losses previously applied to timberland sales in 2021 and tax basis in certain tangible property, net of reductions in previously unrecognized tax benefits due to expiration of statutes of limitation and audit settlements. Additionally, a $62.4 million ~~when compared~~book impairment loss was recorded in the quarter relating to the ~~nine months ended~~ ~~July 31, 2020~~. The net favorable discrete adjustments primarily consisted of return to provision adjustments and releases of uncertain tax benefit reserves as a result of the settlement of U.S. Federal and Canadian income tax audits. Additionally, capital losses recorded during the nine months ended ~~July 31, 2021,~~ ~~are~~FPS Divestiture on which there is expected to ~~reduce the~~

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capital gain resulting from the sale of timberland discussed in Note 13 to the Interim Condensed Consolidated Financial Statements for additional information. A valuation allowance has also been recorded to the extent the capital losses exceed capital gains.be no tax benefit.

NOTE 7 — POST RETIREMENT BENEFIT PLANS

The components of net periodic pension cost include the following:


	Three Months Ended January 31,
(in millions)	2022		2021
Service cost	$	3.0	$	3.1
Interest cost	5.1		4.5
Expected return on plan assets	(8.2)		(7.9)
Amortization of prior service cost	(0.1)		—
Recognized net actuarial loss	2.0		3.8
Net periodic pension cost	$	1.8	$	3.5

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As previously disclosed in the Company's Annual Report on Form 10-K for the year ended October 31, 2021, the Company expects to make employer contributions of $35.5 million, including benefits paid directly by the Company, during 2022.

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 income, net" in the interim condensed consolidated statements of income.

During the ~~nine~~three months ended ~~July~~January 31, 2021, an annuity contract for approximately $100.0 million was purchased with United States defined benefit 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 ~~$2.7~~$1.5 million ~~and $10.2 million for the three and nine months ended July 31, 2021~~ were made 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 settlement items described above resulted in a decrease in the fair value of both the plan assets and the projected benefit obligation of ~~$110.2~~$101.5 million and a non-cash pension settlement ~~charges~~charge of ~~$0.1 million and $8.7~~$8.5 million of unrecognized net actuarial loss included in accumulated other comprehensive ~~loss for the three and nine months ended July 31, 2021.~~

Additional lump sum payments in Canada and the United Kingdom exceeded the settlement threshold for the fiscal year triggering settlement accounting. Lump sum payments for these plans resulted in non-cash pension settlement charges of $0.3 million of unrecognized net actuarial loss that was included in accumulated other comprehensive loss for the three months ended July 31, 2021.

~~The components of net periodic~~ ~~pension~~ ~~cost include the following:~~

Three Months Ended
July 31, Nine Months Ended
July 31,
(in millions) 2021 2020 2021 2020
Service cost $ 3.0 $ 3.6 $ 9.2 $ 9.6
Interest cost 4.8 7.2 13.9 19.4
Expected return on plan assets (7.8) (10.5) (23.8) (28.7)
Amortization of prior service cost — 3.4 (0.1) 9.8
Recognized net actuarial loss 2.5�� — 10.0 —
Net periodic pension cost $ 2.5 $ 3.7 $ 9.2 $ 10.1

~~The Company expects to make employer contributions of $21.7 million, including benefits paid directly by the Company, 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, net" in the interim condensed consolidated statements of income.loss.

NOTE 8 — 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 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.

Since 2017, 2 reconditioning facilities in the Milwaukee, Wisconsin area that are owned by Container Life Cycle Management LLC ("CLCM"), a reconditioning joint venture of the Company, have been subject to an enforcement action conducted by federal and state governmental agencies related to potential violations of environmental laws and regulations. In 2017, the United States Environmental Protection Agency (“U.S. EPA”) and the Wisconsin Department of Natural Resources

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(“WDNR”) 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 proceedings. As of September 2, 2021, no material citations have been issued or material fines assessed with respect to any violation of environmental laws and regulations. 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. In June 2021, the Milwaukee County Circuit Court approved a class action settlement of these claims on a preliminary basis. The cash settlement component of $0.8 million is to be paid into a fund for the benefit of class members. CLCM has also agreed to make capital improvements in an amount up to $0.5 million to the facility, subject to certain qualifications set forth in the agreement, to further reduce odor emissions. The court is scheduled to hold a final fairness hearing in September 2021 and will either approve or deny the proposed settlement. If the court does not approve of the settlement, the Company and CLCM will vigorously defend themselves in this lawsuit; and in that case the Company would be unable to predict the outcome of this lawsuit or estimate a range of reasonably possible losses.

Environmental Reserves

As of ~~July~~January 31, ~~2021,~~2022, and October 31, ~~2020,~~2021, the Company's environmental reserves were ~~$19.4~~$20.4 million and ~~$20.2~~$19.5 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 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 ~~July~~January 31, ~~2021~~2022 and October 31, ~~2020,~~2021, the Company has accrued $11.0 million ~~and $11.1 million respectively~~ for the Diamond Alkali Superfund Site in New Jersey.

Aside from the Diamond Alkali Superfund Site, other environmental reserves of the Company as of January 31, 2022 and October 31, 2021 included $9.4 million and $8.5 million, respectively, for its various facilities around the world. 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 July 31, 2021 and October 31, 2020 included $8.4 million and $9.1 million, respectively, for its various 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 9 — 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 certificate of incorporation, any distribution of dividends in any year must be made in proportion of 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,

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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.

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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

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


		Three Months Ended July 31,				Nine Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021
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.	$	113.0	$	20.7	$	286.2	$	64.4	Net income attributable to Greif, Inc.	$	10.3	$	23.4
Cash dividends	Cash dividends	(26.2)		(26.2)		(78.4)		(78.2)		Cash dividends	(27.2)		(25.9)
Undistributed earnings attributable to Greif, Inc.	Undistributed earnings attributable to Greif, Inc.	$	86.8	$	(5.5)	$	207.8	$	(13.8)	Undistributed earnings attributable to Greif, Inc.	$	(16.9)	$	(2.5)

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 July 31, 2021, the remaining amount of shares that may be repurchased under this authorization was 4,703,487. There were no shares repurchased during the first nine months of 2021 or fiscal year 2020.

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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
July 31, 2021
January 31, 2022						January 31, 2022
Class A Common Stock	Class A Common Stock	128,000,000	42,281,920	26,550,924	15,730,996	Class A Common Stock	128,000,000	42,281,920	26,600,442	15,681,478
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, 2020
October 31, 2021						October 31, 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

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


		Three Months Ended July 31,		Nine Months Ended July 31,			Three Months Ended January 31,
		2021	2020	2021	2020		2022	2021
Class A Common Stock:	Class A Common Stock:					Class A Common Stock:
Basic shares	Basic shares	26,550,924	26,441,986	26,517,064	26,363,123	Basic shares	26,573,932	26,456,071
Assumed conversion of restricted shares	Assumed conversion of restricted shares	153,965	609	119,880	54	Assumed conversion of restricted shares	176,538	75,332
Diluted shares	Diluted shares	26,704,889	26,442,595	26,636,944	26,363,177	Diluted shares	26,750,470	26,531,403
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

NOTE 10 — LEASES

The Company leases certain buildings, warehouses, land, transportation equipment, operating equipment, and office equipment with remaining lease terms from less than ~~one~~1 year up to 2120 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, 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 ~~July~~January 31, ~~2021,~~2022, 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 lease expense components for the three ~~and nine~~ months ended ~~July~~January 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended July 31,				Nine Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021
Operating lease cost	Operating lease cost	$	16.8	$	17.2	$	51.3	$	50.0	Operating lease cost	$	17.0	$	17.3
Other lease cost*		7.1		5.9		19.8		20.4
Other lease cost*										Other lease cost*	5.7		5.7
Total lease cost	Total lease cost	$	23.9	$	23.1	$	71.1	$	70.4	Total lease cost	$	22.7	$	23.0
*includes variable, short-term, and finance lease costs										*includes variable, short-term, and finance lease costs

*Table of Contents~~Amount includes variable, short-term, and finance lease costs.~~

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

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(in millions)	(in millions)	July 31, 2021		(in millions)	January 31, 2022
2021		$	65.5
2022	2022	59.4		2022	$	65.7
2023	2023	51.1		2023	58.2
2024	2024	42.1		2024	48.6
2025	2025	37.8		2025	42.2
2026				2026	34.3
Thereafter	Thereafter	142.0		Thereafter	111.6
Total lease payments	Total lease payments	$	397.9	Total lease payments	$	360.6
Less: Interest		(107.8)
Less: interest				Less: interest	(69.3)
Lease liabilities	Lease liabilities	$	290.1	Lease liabilities	$	291.3

The following table presents the weighted-average lease term and discount rate as of ~~July~~January 31, ~~2021~~2022 and ~~2020:~~2021:


		July 31, 2021		July 31, 2020			January 31, 2022		January 31, 2021
Weighted-average remaining lease term (years) for operating lease liabilities	Weighted-average remaining lease term (years) for operating lease liabilities	10.6		11.3		Weighted-average remaining lease term (years) for operating lease liabilities	10.1		10.9
Weighted-average discount rate for operating lease liabilities	Weighted-average discount rate for operating lease liabilities	3.67	%	3.61	%	Weighted-average discount rate for operating lease liabilities	3.58	%	3.68	%

The following table presents other required lease related information for the three ~~and nine~~ months ended ~~July~~January 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended July 31,				Nine Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		2021		2020		(in millions)	2022		2021
Operating cash flows used for operating liabilities	Operating cash flows used for operating liabilities	$	17.2	$	16.9	$	51.8	$	52.2	Operating cash flows used for operating liabilities	$	17.1	$	17.4
Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	1.7		0.8		15.3		63.9		Leased assets obtained in exchange for new operating lease liabilities	7.7		1.9

NOTE 11 — COMPREHENSIVE INCOME (LOSS)

The following table provides the rollforward of accumulated other comprehensive income (loss) for the ~~nine~~three months ended ~~July~~January 31, ~~2021:~~2022:

(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 17.9 10.8 49.3 78.0
Balance as of July 31, 2021 $ (277.0) $ (13.9) $ (58.6) $ (349.5)


(in millions)	Foreign Currency Translation		Derivative Financial Instruments		Minimum Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2021	$	(295.4)	$	(3.6)	$	(57.5)	$	(356.5)
Other comprehensive income (loss)	(27.2)		11.8		3.1		(12.3)
Balance as of January 31, 2022	$	(322.6)	$	8.2	$	(54.4)	$	(368.8)

The following table provides the rollforward of accumulated other comprehensive income (loss) for the ~~nine~~three months ended ~~July~~January 31, ~~2020:~~2021:

(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) 12.6 (20.9) 20.6 12.3
Balance as of July 31, 2020 $ (285.4) $ (33.6) $ (102.4) $ (421.4)


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

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

~~NOTE 12 — BUSINESS SEGMENT INFORMATION~~

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NOTE 12 — BUSINESS SEGMENT INFORMATION

The Company has ~~made changes to the operational and financial management practices and procedures of the Rigid~~6 operating segments, which are aggregated into 3 reportable business segments: Global Industrial Packaging; Paper Packaging & ~~Services~~Services; and Flexible Products & Services segments and 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.Land Management.

The Company’s reportable business segments offer different products and ~~services and consist of 6 operating segments.~~services. 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 ~~2020~~2021 Form 10-K.

The following tables present net sales disaggregated by geographic area for each reportable segment for the three ~~and nine~~ months ended ~~July~~January 31, ~~2021:~~2022:


		Three Months Ended July 31, 2021									Three Months Ended January 31, 2022
(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
Global Industrial Packaging	Global Industrial Packaging	$	278.0	$	463.0	$	166.8	$	907.8	Global Industrial Packaging	$	318.8	$	457.3	$	173.0	$	949.1
Paper Packaging & Services	Paper Packaging & Services	568.5		—		10.3		578.8		Paper Packaging & Services	600.8		—		9.2		610.0
Land Management	Land Management	4.2		—		—		4.2		Land Management	5.2		—		—		5.2
Total net sales	Total net sales	$	850.7	$	463.0	$	177.1	$	1,490.8	Total net sales	$	924.8	$	457.3	$	182.2	$	1,564.3

		Nine Months Ended July 31, 2021
(in millions)		United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging		$	731.2	$	1,204.0	$	429.9	$	2,365.1
Paper Packaging & Services		1,570.4		—		26.3		1,596.7
Land Management		16.1		—		—		16.1
Total net sales		$	2,317.7	$	1,204.0	$	456.2	$	3,977.9

The following tables present net sales disaggregated by geographic area for each reportable segment for the three ~~and nine~~ months ended ~~July~~January 31, ~~2020:~~2021:


		Three Months Ended July 31, 2020									Three Months Ended January 31, 2021
(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
Global Industrial Packaging	Global Industrial Packaging	$	201.8	$	312.3	$	103.7	$	617.8	Global Industrial Packaging	$	202.8	$	330.5	$	126.0	$	659.3
Paper Packaging & Services	Paper Packaging & Services	451.5		—		7.8		459.3		Paper Packaging & Services	473.5		—		7.4		480.9
Land Management	Land Management	5.9		—		—		5.9		Land Management	6.3		—		—		6.3
Total net sales	Total net sales	$	659.2	$	312.3	$	111.5	$	1,083.0	Total net sales	$	682.6	$	330.5	$	133.4	$	1,146.5

		Nine Months Ended July 31, 2020
(in millions)		United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging		$	637.4	$	955.9	$	326.2	$	1,919.5
Paper Packaging & Services		1,394.3		—		20.3		1,414.6
Land Management		19.6		—		—		19.6
Total net sales		$	2,051.3	$	955.9	$	346.5	$	3,353.7

The following segment information is presented for the periods indicated:


	Three Months Ended January 31,
(in millions)	2022		2021
Operating profit:
Global Industrial Packaging	$	31.0	$	54.0
Paper Packaging & Services	38.3		14.3
Land Management	2.7		1.7
Total operating profit	$	72.0	$	70.0

Depreciation, depletion and amortization expense:
Global Industrial Packaging	$	20.6	$	21.0
Paper Packaging & Services	38.0		37.2
Land Management	0.8		1.1
Total depreciation, depletion and amortization expense	$	59.4	$	59.3

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Three Months Ended
July 31, Nine Months Ended
July 31,
(in millions) 2021 2020 2021 2020
Operating profit:
Global Industrial Packaging $ 122.0 $ 46.6 $ 252.4 $ 166.5
Paper Packaging & Services 47.5 13.3 89.1 40.3
Land Management 3.6 2.0 102.2 6.3
Total operating profit $ 173.1 $ 61.9 $ 443.7 $ 213.1
Depreciation, depletion and amortization expense:
Global Industrial Packaging $ 20.6 $ 20.9 $ 62.8 $ 63.5
Paper Packaging & Services 36.7 37.8 110.8 115.8
Land Management 0.8 1.2 2.6 3.1
Total depreciation, depletion and amortization expense $ 58.1 $ 59.9 $ 176.2 $ 182.4

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


(in millions)	(in millions)	July 31, 2021		October 31, 2020		(in millions)	January 31, 2022		October 31, 2021
Assets:	Assets:					Assets:
Global Industrial Packaging	Global Industrial Packaging	$	2,704.4	$	2,338.5	Global Industrial Packaging	$	2,791.9	$	2,735.1
Paper Packaging & Services	Paper Packaging & Services	2,477.4		2,524.3		Paper Packaging & Services	2,449.5		2,506.5
Land Management	Land Management	249.9		348.6		Land Management	250.0		249.2
Total segments	Total segments	5,431.7		5,211.4		Total segments	5,491.4		5,490.8
Corporate and other	Corporate and other	291.9		299.5		Corporate and other	275.2		325.0
Total assets	Total assets	$	5,723.6	$	5,510.9	Total assets	$	5,766.6	$	5,815.8

Long lived assets, net*:
Long lived assets, net:						Long lived assets, net:
United States	United States	$	1,301.2	$	1,345.8	United States	$	1,302.8	$	1,321.8
Europe, Middle East and Africa	Europe, Middle East and Africa	363.8		377.6		Europe, Middle East and Africa	329.5		374.5
Asia Pacific and other Americas	Asia Pacific and other Americas	115.5		111.0		Asia Pacific and other Americas	111.5		114.3
Total long-lived assets, net	Total long-lived assets, net	$	1,780.5	$	1,834.4	Total long-lived assets, net	$	1,743.8	$	1,810.6
*includes impact of capitalization of operating lease assets

NOTE 13 — ~~DISPOSALS OF TIMBERLAND~~ASSETS AND LIABILITIES HELD FOR SALE

On ~~February 24,~~December 31, 2021, the Company entered into ana definitive agreement to ~~sell~~divest its approximately ~~69,200 acres~~50% equity interest in the Flexible Products & Services business to its joint venture partner, Gulf Refined Packaging, for a total cash consideration of ~~its Alabama timberland properties~~approximately $123.0 million, subject to ~~Weyerhaeuser Company.~~certain conditions and post-closing adjustments. The transaction ~~closed during~~is expected to close by March 31, 2022. As of January 31, 2022, the assets and liabilities in the Flexible Packaging joint venture were classified as assets and liabilities held for sale.

The following table presents assets and liabilities classified as held for sale as of January 31, 2022:


(in millions)	January 31, 2022
Cash and cash equivalents	$	16.9
Trade accounts receivable, net of allowance	59.6
Inventories	61.8
Properties, plants and equipment, net	41.0
Other assets	22.9
Impairment to net realizable value	(62.4)
Total assets held for sale	$	139.8

Accounts payable	$	50.5
Other liabilities	33.0
Total liabilities held for sale	$	83.5

NOTE 14 — SUBSEQUENT EVENTS

On March 1, 2022, the Company and certain of our subsidiaries entered into a second ~~quarter~~amended and restated senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions. The 2022 Credit Agreement amended, restated and replaced in its entirety the 2019 Credit Agreement. The 2022 Credit Agreement provides for ~~approximately $145.1~~(a) an $800.0 million ~~in cash, after deducting $4.3~~secured revolving credit facility, consisting of a $725.0 million ~~in closing costs. Cash proceeds were applied toward debt repayment. As~~multicurrency facility and a ~~result~~$75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100 million secured term loan A-1 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, and (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with

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any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027. The term loan A-2 facility reflects the combination of the ~~sale~~outstanding balances of the ~~Alabama timberland properties,~~secured term A-2 and A-3 loans under the 2019 Credit Agreement. The Company ~~recorded a gain~~used the borrowings under the 2022 Credit Agreement on March 1, 2022, to redeem the Senior Notes due 2027, and to repay and refinance all of ~~$95.7 million.~~the outstanding borrowings under the 2019 Credit Agreement, and will use the borrowings thereunder to fund ongoing working capital and capital expenditure needs and for general corporate purposes, including acquisitions, and to pay related fees and expenses.

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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 unaudited interim condensed consolidated financial statements included in the Quarterly Report on Form 10-Q ("this Form ~~10-Q~~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 ~~July~~January 31, ~~2021~~2022 and October 31, ~~2020,~~2021, and for the interim condensed consolidated statements of income for the three ~~and nine~~ months ended ~~July~~January 31, ~~2021~~2022 and ~~2020.~~2021. 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, ~~2020~~2021 (the ~~“2020~~“2021 Form 10-K”). Readers are encouraged to review the entire ~~2020~~2021 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 political risks, instability and 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, price fluctuations, global supply chain disruptions and inflation may adversely impact our results of operations, (ix) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, ~~(ix)~~(x) the frequency and volume of our timber and timberland sales will impact our financial performance, ~~(x)~~(xi) we may not successfully implement our business strategies, including achieving our growth objectives, ~~(xi)~~(xii) 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~~our information and data privacy risks and costs of compliance with new regulations 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 into our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, ~~(xxiii)~~(xxii) 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, (xxv)(xxiii) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, ~~(xxvi)~~(xxiv) our pension and ~~postretirement~~post-retirement 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, ~~(xxvii)~~(xxv) legislation/regulation related to environmental and health and safety matters and corporate social responsibility could negatively impact our operations and financial performance, ~~(xxviii)~~(xxvi) product liability claims and other legal proceedings could adversely affect our operations and financial performance, ~~(xxix)~~(xxvii) 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, ~~(xxx)~~(xxviii) changing climate, global climate change regulations and greenhouse gas effects

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may adversely affect our operations and financial ~~performance.~~performance, (xxix) we may be unable to achieve our greenhouse gas emission reduction targets by 2030. 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.~~Securities and Exchange Commission. 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.

OVERVIEW

Business Segments

We ~~have made changes to the operational and financial management practices and procedures of the Rigid~~operate in three reportable business segments: Global Industrial Packaging; Paper Packaging & ~~Services~~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.Land Management.

In the Global Industrial Packaging segment, we are a leading global producer of 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,~~agriculture, 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 ~~which ultimately serve both industrial~~(tubes and ~~consumer markets.~~cores, construction products, protective packaging, and adhesives). In addition, we also purchase and sell recycled fiber.

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 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 ~~July~~January 31, ~~2021,~~2022, we owned approximately 175,000 acres of timber property in the southeastern United States, which includes 18,800 acres of special use land. During the second quarter of 2021, we sold approximately 69,200 acres of our timberland properties 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 ~~2020~~2021 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. There have been no material changes to our critical accounting policies from the disclosures contained in the ~~2020~~2021 Form 10-K.

Recently Issued and Newly Adopted Accounting Standards

See Note 1 to the ~~Interim Condensed Consolidated Financial Statements~~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.

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RESULTS OF OPERATIONS

The following comparative information is presented for the three ~~and nine~~ months ended ~~July~~January 31, ~~2021~~2022 and ~~2020.~~2021. 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 ~~2020~~2021 Form ~~10-K, updated by Part II, Item 1A of this Form 10-Q.~~10-K. 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 expense, 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 ~~any~~ loss (gain) 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 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 ~~any~~ loss (gain) 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 charges, ~~(income),~~ incremental COVID-19 costs, net and (gain) loss on ~~sale~~disposal of ~~businesses, net~~properties, plants, equipment and ~~timberland gains,~~businesses, net which are non-GAAP financial measures. We believe that excluding the impact of these adjustments 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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~~Third~~First 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 ~~July~~January 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Net sales:	Net sales:					Net sales:
Global Industrial Packaging	Global Industrial Packaging	$	907.8	$	617.8	Global Industrial Packaging	$	949.1	$	659.3
Paper Packaging & Services	Paper Packaging & Services	578.8		459.3		Paper Packaging & Services	610.0		480.9
Land Management	Land Management	4.2		5.9		Land Management	5.2		6.3
Total net sales	Total net sales	$	1,490.8	$	1,083.0	Total net sales	$	1,564.3	$	1,146.5
Operating profit:	Operating profit:					Operating profit:
Global Industrial Packaging	Global Industrial Packaging	$	122.0	$	46.6	Global Industrial Packaging	$	31.0	$	54.0
Paper Packaging & Services	Paper Packaging & Services	47.5		13.3		Paper Packaging & Services	38.3		14.3
Land Management	Land Management	3.6		2.0		Land Management	2.7		1.7
Total operating profit	Total operating profit	$	173.1	$	61.9	Total operating profit	$	72.0	$	70.0
EBITDA:	EBITDA:					EBITDA:
Global Industrial Packaging	Global Industrial Packaging	$	145.0	$	66.9	Global Industrial Packaging	$	51.0	$	75.8
Paper Packaging & Services	Paper Packaging & Services	84.1		50.9		Paper Packaging & Services	76.2		42.9
Land Management	Land Management	4.4		3.2		Land Management	3.5		2.8
Total EBITDA	Total EBITDA	$	233.5	$	121.0	Total EBITDA	$	130.7	$	121.5
Adjusted EBITDA:	Adjusted EBITDA:					Adjusted EBITDA:
Global Industrial Packaging	Global Industrial Packaging	$	146.2	$	84.5	Global Industrial Packaging	$	114.2	$	79.5
Paper Packaging & Services	Paper Packaging & Services	89.9		72.0		Paper Packaging & Services	80.5		56.1
Land Management	Land Management	1.7		2.9		Land Management	2.1		2.9
Total Adjusted EBITDA	Total Adjusted EBITDA	$	237.8	$	159.4	Total Adjusted EBITDA	$	196.8	$	138.5

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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 ~~July~~January 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Net income	Net income	$	118.4	$	24.4	Net income	$	18.6	$	30.9
Plus: interest expense, net	Plus: interest expense, net	23.9		29.8		Plus: interest expense, net	17.1		25.2

Plus: income tax expense	Plus: income tax expense	33.1		6.9		Plus: income tax expense	35.6		6.1
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	58.1		59.9		Plus: depreciation, depletion and amortization expense	59.4		59.3
EBITDA	EBITDA	$	233.5	$	121.0	EBITDA	$	130.7	$	121.5
Net income	Net income	$	118.4	$	24.4	Net income	$	18.6	$	30.9
Plus: interest expense, net	Plus: interest expense, net	23.9		29.8		Plus: interest expense, net	17.1		25.2
Plus: income tax expense	Plus: income tax expense	33.1		6.9		Plus: income tax expense	35.6		6.1
Plus: non-cash pension settlement charges	Plus: non-cash pension settlement charges	0.4		—		Plus: non-cash pension settlement charges	—		8.5

Plus: other (income) expense, net		(0.6)		1.1
Plus: other expense, net						Plus: other expense, net	2.0		—
Plus: equity earnings of unconsolidated affiliates, net of tax	Plus: equity earnings of unconsolidated affiliates, net of tax	(2.1)		(0.3)		Plus: equity earnings of unconsolidated affiliates, net of tax	(1.3)		(0.7)
Operating profit	Operating profit	173.1		61.9		Operating profit	72.0		70.0
Less: non-cash pension settlement charges	Less: non-cash pension settlement charges	0.4		—		Less: non-cash pension settlement charges	—		8.5
Less: other (income) expense, net		(0.6)		1.1
Less: other expense, net						Less: other expense, net	2.0		—
Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(2.1)		(0.3)		Less: equity earnings of unconsolidated affiliates, net of tax	(1.3)		(0.7)
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	58.1		59.9		Plus: depreciation, depletion and amortization expense	59.4		59.3
EBITDA	EBITDA	233.5		121.0		EBITDA	130.7		121.5
Plus: restructuring charges	Plus: restructuring charges	3.7		19.1		Plus: restructuring charges	3.5		3.1

Plus: acquisition and integration related costs		2.4		3.6
Plus: integration related costs						Plus: integration related costs	1.6		2.0
Plus: non-cash asset impairment charges	Plus: non-cash asset impairment charges	—		15.5		Plus: non-cash asset impairment charges	62.4		1.3
Plus: non-cash pension settlement charges	Plus: non-cash pension settlement charges	0.4		—		Plus: non-cash pension settlement charges	—		8.5
Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.8		1.0		Plus: incremental COVID-19 costs, net	—		0.6
Plus: gain on disposal of properties, plants, equipment, and businesses, net		(3.0)		(0.8)
Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net						Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net	(1.4)		1.5
Adjusted EBITDA	Adjusted EBITDA	$	237.8	$	159.4	Adjusted EBITDA	$	196.8	$	138.5

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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 ~~July~~January 31, ~~2021~~2022 and ~~2020:~~2021:


		Three Months Ended July 31,					Three Months Ended January 31,
(in millions)	(in millions)	2021		2020		(in millions)	2022		2021
Global Industrial Packaging	Global Industrial Packaging					Global Industrial Packaging
Operating profit	Operating profit	$	122.0	$	46.6	Operating profit	$	31.0	$	54.0
Less: other (income) expense, net		(0.6)		0.9
Less: non-cash pension settlement charges		0.3		—
Less: other expense (income), net						Less: other expense (income), net	1.9		(0.1)
Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(2.1)		(0.3)		Less: equity earnings of unconsolidated affiliates, net of tax	(1.3)		(0.7)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	20.6		20.9		Plus: depreciation and amortization expense	20.6		21.0
EBITDA	EBITDA	145.0		66.9		EBITDA	51.0		75.8
Plus: restructuring charges	Plus: restructuring charges	1.6		15.7		Plus: restructuring charges	2.1		2.8

Plus: non-cash asset impairment charges	Plus: non-cash asset impairment charges	—		3.1		Plus: non-cash asset impairment charges	62.4		1.3
Plus: non-cash pension settlement charges		0.3		—
Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.5		0.2		Plus: incremental COVID-19 costs, net	—		0.3
Plus: gain on disposal of properties, plants, equipment, and businesses, net	Plus: gain on disposal of properties, plants, equipment, and businesses, net	(1.2)		(1.4)		Plus: gain on disposal of properties, plants, equipment, and businesses, net	(1.3)		(0.7)
Adjusted EBITDA	Adjusted EBITDA	$	146.2	$	84.5	Adjusted EBITDA	$	114.2	$	79.5
Paper Packaging & Services	Paper Packaging & Services					Paper Packaging & Services
Operating profit	Operating profit	$	47.5	$	13.3	Operating profit	$	38.3	$	14.3
Less: non-cash pension settlement charges	Less: non-cash pension settlement charges	0.1		—		Less: non-cash pension settlement charges	—		8.5
Less: other expense, net	Less: other expense, net	—		0.2		Less: other expense, net	0.1		0.1
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	36.7		37.8		Plus: depreciation and amortization expense	38.0		37.2
EBITDA	EBITDA	84.1		50.9		EBITDA	76.2		42.9
Plus: restructuring charges	Plus: restructuring charges	2.1		3.4		Plus: restructuring charges	1.4		0.3
Plus: acquisition and integration related costs		2.4		3.6
Plus: non-cash asset impairment charges		—		12.4
Plus: integration related costs						Plus: integration related costs	1.6		2.0
Plus: non-cash pension settlement charges	Plus: non-cash pension settlement charges	0.1		—		Plus: non-cash pension settlement charges	—		8.5
Plus: incremental COVID-19 costs, net	Plus: incremental COVID-19 costs, net	0.3		0.8		Plus: incremental COVID-19 costs, net	—		0.3
Plus: loss on disposal of properties, plants, equipment, and businesses, net	Plus: loss on disposal of properties, plants, equipment, and businesses, net	0.9		0.9		Plus: loss on disposal of properties, plants, equipment, and businesses, net	1.3		2.1
Adjusted EBITDA	Adjusted EBITDA	$	89.9	$	72.0	Adjusted EBITDA	$	80.5	$	56.1
Land Management	Land Management					Land Management
Operating profit	Operating profit	$	3.6	$	2.0	Operating profit	$	2.7	$	1.7

Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	0.8		1.2		Plus: depreciation, depletion and amortization expense	0.8		1.1
EBITDA	EBITDA	4.4		3.2		EBITDA	3.5		2.8
Plus: restructuring charges		—		—
Plus: timberland gains		—		—
Plus: gain on disposal of properties, plants, equipment, and businesses, net		(2.7)		(0.3)
Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net						Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net	(1.4)		0.1
Adjusted EBITDA	Adjusted EBITDA	$	1.7	$	2.9	Adjusted EBITDA	$	2.1	$	2.9

Net Sales

Net sales were ~~$1,490.8~~$1,564.3 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$1,083.0~~$1,146.5 million for the ~~third~~first quarter of ~~2020.~~2021. The ~~$407.8~~$417.8 million increase was primarily due to higher volumes and higher average sale prices across the Global Industrial Products and the Paper Packaging & Services segments. See the "Segment Review" below for additional information on net sales by segment for the ~~third~~first quarter of ~~2021.~~2022.

Gross Profit

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Gross profit was ~~$318.8~~$289.7 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$219.7~~$212.2 million for the ~~third~~first quarter of ~~2020.~~2021. The reasons for the changes in gross profit for each segment are described below in the “Segment Review.” Gross profit margin was ~~21.4 percent and 20.3~~18.5 percent for both the ~~third~~first quarter of ~~2021~~2022 and ~~2020, respectively.~~2021.

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Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were ~~$142.6~~$151.6 million for the ~~third~~first quarter of ~~2021~~2022 and ~~$120.4~~$134.3 million for the ~~third~~first quarter of ~~2020.~~2021. SG&A expenses were ~~9.6~~9.7 percent and ~~11.1~~11.7 percent of net sales for the ~~third~~first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. The increase in SG&A expenses was primarily due to increased incentive accruals.

Financial Measures

Operating profit was ~~$173.1~~$72.0 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$61.9~~$70.0 million for the ~~third~~first quarter of ~~2020.~~2021. Net income was ~~$118.4~~$18.6 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$24.4~~$30.9 million for the ~~third~~first quarter of ~~2020.~~2021. Adjusted EBITDA was ~~$237.8~~$196.8 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$159.4~~$138.5 million for the ~~third~~first quarter of ~~2020.~~2021. The reasons for the changes in Adjusted EBITDA for each segment are described below in the "Segment Review."

Trends

We anticipate ~~the~~that overall customer demand ~~trends reflected in~~for our ~~third quarter results~~products will continue to be consistent and solid through 2022, although inflation, supply chain disruptions and labor shortages may negatively impact some of our customers. Prices for steel are expected to continue ~~during our fourth quarter. In addition, we expect~~to decline slightly around the ~~steel supply markets to remain tight~~world, but less so in ~~the Americas, Europe, the Middle East, and Africa through our fourth quarter~~North America, and prices ~~to remain at current levels or slightly increase. Similarly, the markets~~ for resin ~~supply~~ and old corrugated containers ~~will likely be tight through the fourth quarter; but~~are expected to remain relatively stable. In addition, we ~~expect resin~~anticipate that other raw material prices ~~to be flat, unless weather events during the fourth quarter disrupt the operations~~and costs of ~~resin suppliers,~~transportation, labor and ~~we expect OCC prices to~~energy will continue to increase ~~during~~through the ~~fourth quarter.~~year.

The foregoing is subject to the impact and consequences of the invasion of the Ukraine by Russia. As described in Part I, Item 1A — Risk Factors, of the 2021 Form 10-K, our global operations subject us to general economic and business conditions and political, social, economic and labor instability, including war, invasion and civil disturbance, that could adversely affect our business and results of operations. In addition, demand for our products and services has historically corresponded to changes in general economic and business conditions of the industries and countries in which we operate. However, our operations in Russia and the Ukraine on a combined basis account for approximately 3% of our total sales and approximately 1.3% of our total assets. We will continue to actively monitor this situation.

Segment Review

Global Industrial Packaging

Our Global Industrial Packaging segment offers a comprehensive line of 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 Global Industrial Packaging 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 ~~$907.8~~$949.1 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$617.8~~$659.3 million for the ~~third~~first quarter of ~~2020.~~2021. The ~~$290.0~~$289.8 million increase in net sales was primarily due to higher volumes and higher average sale ~~prices, in addition to favorable foreign currency fluctuation.~~prices.

Gross profit was ~~$199.4~~$177.1 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$128.7~~$130.3 million for the ~~third~~first quarter of ~~2020.~~2021. The ~~$70.7~~$46.8 million increase in gross profit was primarily due to the same factors that impacted net sales, ~~mainly~~partially offset by higher raw material ~~costs, labor costs, and transportation expenses.~~costs. Gross profit margin was ~~22.0~~18.7 percent and ~~20.8~~19.8 percent for the three months ended ~~July~~January 31, 2022 and 2021, ~~and 2020,~~ respectively.

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Operating profit was ~~$122.0~~$31.0 million for the ~~third~~first quarter of ~~2021~~2022 compared with operating profit of ~~$46.6~~$54.0 million for the ~~third~~first quarter of ~~2020~~2021. The $23.0 million decrease is primarily due to a $62.4 million non-cash impairment charge related to a definitive agreement to divest our approximately 50% equity interest in the Flexible Products and Services business to our joint venture partner, Gulf Refined Packaging (the “FPS Divestiture”), offset by the same factors that impacted gross profit. Adjusted EBITDA was $114.2 million for the first quarter of 2022 compared with $79.5 million for the first quarter of 2021. The $34.7 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit. ~~Adjusted EBITDA was $146.2 million for the third quarter of 2021 compared with $84.5 million for the third quarter of 2020. The $61.7 million increase in Adjusted EBITDA was~~

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primarily due to the same factors that impacted gross profit, plus a one-time Brazilian tax recovery for taxes paid over the past two decades, offset by higher SG&A costs as a result of 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 products which ultimately serve both industrial and consumer markets. In addition, we also purchase and sell recycled fiber. Key factors influencing profitability in the Paper Packaging & Services segment are:

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

•Raw material costs, primarily old corrugated containers;

•Energy and transportation costs;

•Benefits from executing the Greif Business System;

•~~Restructuring charges;~~

•Acquisition of businesses and facilities;

•Restructuring charges; and

•Divestiture of businesses and facilities.

Net sales were ~~$578.8~~$610.0 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$459.3~~$480.9 million for the ~~third~~first quarter of ~~2020.~~2021. The ~~$119.5~~$129.1 million increase was primarily due to higher volumes and higher published containerboard and boxboard prices.

Gross profit was ~~$118.0~~$110.8 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$88.9~~$79.6 million for the ~~third~~first quarter of ~~2020.~~2021. The increase in gross profit was primarily due to the same factors that impacted net sales, ~~mostly~~partially offset by higher ~~old corrugated container and other~~ raw material, ~~input costs~~transportation and ~~higher transportation expenses.~~utility costs. Gross profit margin was ~~20.4~~18.2 percent and ~~19.4~~16.6 percent for the ~~third~~first quarter of ~~2021~~2022 and ~~2020,~~2021, respectively.

Operating profit was ~~$47.5~~$38.3 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$13.3~~$14.3 million for the ~~third~~first quarter of ~~2020~~2021 primarily due to the same factors as gross ~~profit, in addition to higher SG&A costs as a result of increased incentive accruals.~~profit. Adjusted EBITDA was ~~$89.9~~$80.5 million for the ~~third~~first quarter of ~~2021~~2022 compared with ~~$72.0~~$56.1 million for the ~~third~~first quarter of ~~2020.~~2021. The ~~$17.9~~$24.4 million increase in Adjusted EBITDA was primarily due to the same factors that impacted operating profit.

Land Management

As of ~~July~~January 31, ~~2021,~~2022, our Land Management segment consisted of approximately 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”).

As of January 31, 2022, we had approximately 18,800 acres of special use property in the United States.

Net sales decreased to $5.2 million for the first quarter of 2022 compared with $6.3 million for the first quarter of 2021, primarily due to reduced timber available for sale as a result of acreage sold in the prior year.

Gross profit was $1.8 million for the first quarter of 2022 compared with $2.3 million for the first quarter of 2021.

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Operating profit increased to $2.7 million for the first quarter of 2022 compared with $1.7 million for the first quarter of 2021. Adjusted EBITDA was $2.1 million and $2.9 million for the first quarter of 2022 and 2021, respectively.

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

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

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

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

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

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We report the sale of core timberland property in ~~"timberland~~timberland gains," the sale of HBU and surplus property in ~~"gain~~gain on disposal of properties, plants and equipment, ~~net"~~net and the sale of timber and development property under ~~"net sales"~~net sales and ~~"cost~~cost of products ~~sold"~~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 July 31, 2021, we had approximately 18,800 acres of special use property in the United States.~~

~~Net sales decreased to $4.2 million for the third quarter of 2021 compared with $5.9 million for the third quarter of 2020.~~

Gross profit was $1.4 million for the third quarter of 2021 compared with $2.1 million for the third quarter of 2020. Gross profit margin was 33.3 percent and 35.6 percent for the third quarter of 2021 and 2020, respectively.

Operating profit increased to $3.6 million for the third quarter of 2021 compared with $2.0 million for the third quarter of 2020. Adjusted EBITDA was $1.7 million and $2.9 million for the third quarter of 2021 and 2020, respectively.

~~Other Income Statement Changes~~

~~Interest Expense, net~~

Interest expense, net, was $23.9 million for the third quarter of 2021 compared with $29.8 million for the third quarter of 2020. This decrease was primarily due to reductions in long-term debt balances and declines in variable interest rates as of the end of the third quarter of 2021 compared to the end of the third 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, and loss on sale of businesses, net (collectively, "Adjustments").

Summary
Three Months Ended
July 31,
2021 2020
Non-U.S. % of Consolidated Net Sales 42.9 % 39.1 %
U.S. % of Consolidated Net Sales 57.1 % 60.9 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. 62.8 % 115.4 %
U.S. % of Consolidated I.B.I.T. 37.2 % (15.4) %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. before Adjustments 61.1 % 60.1 %
U.S. % of Consolidated I.B.I.T. before Adjustments 38.9 % 39.9 %
100.0 % 100.0 %

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Non-U.S. I.B.I.T. Reconciliation
Three Months Ended
July 31,
(in millions) 2021 2020
Non-U.S. I.B.I.T. $ 93.9 $ 35.8
Non-cash asset impairment charges — 2.5
Non-cash pension settlement charges 0.3 —
Restructuring charges 1.1 3.0
Total Non-U.S. Adjustments 1.4 5.5
Non-U.S. I.B.I.T. before Adjustments $ 95.3 $ 41.3

U.S. I.B.I.T. Reconciliation
Three Months Ended
July 31,
(in millions) 2021 2020
U.S. I.B.I.T. $ 55.5 $ (4.8)
Non-cash asset settlement charge — 13.0
Non-cash pension settlement income 0.1 —
Restructuring charges 2.6 16.1
Acquisition and integration related costs 2.4 3.6
Gain on disposal of businesses, net — (0.5)
Total U.S. Adjustments 5.1 32.2
U.S. I.B.I.T. before Adjustments $ 60.6 $ 27.4

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

Income Tax Expense

Our quarterly income tax expense was computed in accordance with ~~ASC~~Accounting Standards Codification 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 ~~third~~first quarter of ~~2021~~2022 was ~~$33.1~~$35.6 million on ~~$149.4~~$52.9 million of pretax income and income tax expense for the ~~third~~first quarter of ~~2020~~2021 was ~~$6.9~~$6.1 million on ~~$31.0~~$36.3 million of pretax income. In addition to higher pretax income, this increase was impacted by the increase of unfavorable discrete items of $8.9 million. The increase in ~~income tax expense~~discrete items was primarily ~~attributable~~due to ~~an increase~~adjustments of certain assumptions regarding 2021 tax-only capital losses previously applied to the 2021 timberland sale and tax basis in ~~pretax book income, changes~~certain tangible property, net of reductions in previously unrecognized tax benefits due to expiration of statutes of limitation and audit settlements.Additionally, a $62.4 million impairment loss was recorded in the ~~expected mix~~first quarter of ~~earnings among tax jurisdictions, including jurisdictions~~2022 related to the FPS Divestiture, for which ~~valuation allowances have been recorded, as well as the timing of recognition of the related~~no tax ~~expense under ASC740-270.~~benefit is expected.

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~~our 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 ~~$7.4~~$9.1 million. Actual results may differ materially from this estimate.

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~~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 nine months ended July 31, 2021 and 2020:~~

Nine Months Ended
July 31,
(in millions) 2021 2020
Net sales:
Global Industrial Packaging $ 2,365.1 $ 1,919.5
Paper Packaging & Services 1,596.7 1,414.6
Land Management 16.1 19.6
Total net sales $ 3,977.9 $ 3,353.7
Operating profit:
Global Industrial Packaging $ 252.4 $ 166.5
Paper Packaging & Services 89.1 40.3
Land Management 102.2 6.3
Total operating profit $ 443.7 $ 213.1
EBITDA:
Global Industrial Packaging $ 315.9 $ 226.5
Paper Packaging & Services 191.1 157.4
Land Management 104.8 9.4
Total EBITDA $ 611.8 $ 393.3
Adjusted EBITDA:
Global Industrial Packaging $ 331.9 $ 250.2
Paper Packaging & Services 214.3 229.0
Land Management 6.7 8.9
Total Adjusted EBITDA $ 552.9 $ 488.1

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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 nine months ended July 31, 2021 and 2020:~~

Nine Months Ended
July 31,
(in millions) 2021 2020
Net income $ 303.3 $ 76.3
Plus: interest expense, net 75.8 89.8
Plus: income tax expense 56.5 44.8
Plus: depreciation, depletion and amortization expense 176.2 182.4
EBITDA $ 611.8 $ 393.3
Net income $ 303.3 $ 76.3
Plus: interest expense, net 75.8 89.8
Plus: non-cash pension settlement charges (income) 9.0 (0.1)
Plus: income tax expense 56.5 44.8
Plus: other expense, net 2.2 3.5
Plus: equity earnings of unconsolidated affiliates, net of tax (3.1) (1.2)
Operating profit 443.7 213.1
Less: other expense, net 2.2 3.5
Less: non-cash pension settlement charges (income) 9.0 (0.1)
Less: equity earnings of unconsolidated affiliates, net of tax (3.1) (1.2)
Plus: depreciation, depletion and amortization expense 176.2 182.4
EBITDA $ 611.8 $ 393.3
Plus: restructuring charges 18.8 26.8
Plus: timberland gains (95.7) —
Plus: acquisition and integration related costs 6.2 13.5
Plus: non-cash asset impairment charges 1.5 16.9
Plus: non-cash pension settlement charges (income) 9.0 (0.1)
Plus: incremental COVID-19 costs, net 2.6 1.9
Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net (1.3) 35.8
Adjusted EBITDA $ 552.9 $ 488.1

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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 nine months ended July 31, 2021 and 2020:~~

Nine Months Ended
July 31,
(in millions) 2021 2020
Global Industrial Packaging
Operating profit $ 252.4 $ 166.5
Less: other expense, net 2.1 4.7
Less: non-cash pension settlement charges 0.3 —
Less: equity earnings of unconsolidated affiliates, net of tax (3.1) (1.2)
Plus: depreciation and amortization expense 62.8 63.5
EBITDA $ 315.9 $ 226.5
Plus: restructuring charges 14.6 20.7
Plus: non-cash impairment charges 1.5 4.5
Plus: non-cash pension settlement charges 0.3 —
Plus: incremental COVID-19 costs, net 1.3 0.6
Plus: gain on disposal of properties, plants and equipment, and businesses, net (1.7) (2.1)
Adjusted EBITDA $ 331.9 $ 250.2
Paper Packaging & Services
Operating profit $ 89.1 $ 40.3
Less: other expense (income), net 0.1 (1.2)
Less: non-cash pension settlement charges (income) 8.7 (0.1)
Plus: depreciation and amortization expense 110.8 115.8
EBITDA $ 191.1 $ 157.4
Plus: restructuring charges 4.1 6.1
Plus: acquisition and integration related costs 6.2 13.5
Plus: non-cash impairment charges — 12.4
Plus: non-cash pension settlement charges (income) 8.7 (0.1)
Plus: incremental COVID-19 costs, net 1.3 1.3
Plus: loss on disposal of properties, plants and equipment, and businesses, net 2.9 38.4
Adjusted EBITDA $ 214.3 $ 229.0
Land Management
Operating profit $ 102.2 $ 6.3
Plus: depreciation, depletion and amortization expenses 2.6 3.1
EBITDA $ 104.8 $ 9.4
Plus: restructuring charges 0.1 —
Plus: timberland gains (95.7) —
Plus: gain on disposal of properties, plants and equipment, and businesses, net (2.5) (0.5)
Adjusted EBITDA $ 6.7 $ 8.9

~~Net Sales~~

Net sales were $3,977.9 million for the first nine months of 2021 compared with $3,353.7 million for the first nine months of 2020. The $624.2 million increase was primarily due to higher volumes and higher average sale prices across the Global Industrial Products and the Paper Packaging & Services segments. See the "Segment Review" below for additional information on net sales by segment during the first nine months of 2021.

~~Gross Profit~~

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Gross profit was $796.9 million for the first nine months of 2021 compared with $683.0 million for the first nine months of 2020. The respective reasons for the changes in each segment are described below in the “Segment Review.” Gross profit margin was 20.0 percent and 20.4 percent for first nine months of 2021 and 2020, respectively.

~~Selling, General and Administrative Expenses~~

SG&A expenses increased to $423.7 million for the first nine months of 2021 from $376.9 million for the first nine months of 2020. SG&A expenses were 10.7 percent and 11.2 percent of net sales for first nine months of 2021 and 2020, respectively. The increase in SG&A expenses was primarily due to increased incentive accruals.

~~Timberland Gains~~

Timberland gains were $95.7 million for the first nine months of 2021 and zero for the first nine months of 2020. During the second quarter of 2021, we sold approximately 69,200 acres of our timberland properties 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 $443.7 million for the first nine months of 2021 compared with $213.1 million for the first nine months of 2020. Net income was $303.3 million for the first nine months of 2021 compared with $76.3 million for the first nine months of 2020. Adjusted EBITDA was $552.9 million for the first nine months of 2021 compared with $488.1 million for the first nine months of 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 $2,365.1 million for the first nine months of 2021 compared with $1,919.5 million for the first nine months of 2020. The $445.6 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 $499.8 million for the first nine months of 2021 compared with $392.0 million for the first nine months of 2020. The $107.8 million increase in gross profit was primarily due to the same factors that impacted net sales, mainly offset by higher raw material costs, labor costs, and transportation expenses. Gross profit margin was 21.1 percent and 20.4 percent for the first nine months of 2021 and 2020, respectively.

Operating profit was $252.4 million for the first nine months of 2021 compared with $166.5 million for the first nine months of 2020 due to the same factors that impacted gross profit, in addition to higher SG&A costs in the current year as a result of increased incentive accruals. Adjusted EBITDA was $331.9 million for the first nine months of 2021 compared with $250.2 million for the first nine months of 2020. The $81.7 million increase in Adjusted EBITDA was primarily due to the same factors that impacted operating profit.

~~Paper Packaging & Services~~

Net sales were $1,596.7 million for the first nine months of 2021 compared with $1,414.6 million for the first nine months of 2020. The $182.1 million increase in net sales was primarily due to higher 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 $291.5 million for the first nine months of 2021 compared with $283.9 million for the first nine months of 2020. Gross profit margin was 18.3 percent and 20.1 percent for the first nine months of 2021 and 2020, respectively. The increase in gross profit was primarily due to the same factors that impacted net sales, offset by higher old corrugated container, other raw material input costs, and higher transportation expenses.

Operating profit was $89.1 million for the first nine months of 2021 compared with $40.3 million for the first nine months of 2020. The increase in operating profit was due to the same factors that impacted net sales, as well as 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 that transaction. Adjusted EBITDA was $214.3 million for the first nine months of 2021 compared with $229.0 million for the first nine months of 2020. The $14.7 million decrease in Adjusted

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~~EBITDA was due to the same factors that impacted net sales combined with the impact of higher SG&A costs as a result of higher incentive accruals.~~

~~Land Management~~

~~Net sales decreased to $16.1 million for the first nine months of 2021 compared with $19.6 million for the first nine months of 2020.~~

Gross profit was $5.6 million for the first nine months of 2021 compared with $7.1 million for the first nine months of 2020. Gross profit margin was 34.8 percent and 36.2 percent for the first nine months of 2021 and 2020, respectively.

Operating profit increased to $102.2 million for the first nine months of 2021 compared with $6.3 million for the first nine months of 2020, due to $95.7 million of timberland gains. See Note 13 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q. Adjusted EBITDA was $6.7 million and $8.9 million for the first nine months of 2021 and 2020, respectively.

~~Other Income Statement Changes~~

~~Interest expense, net~~

Interest expense, net, was $75.8 million for the first nine months of 2021 compared with $89.8 million for the first nine months of 2020. The decrease was primarily due to reductions in long-term debt balances and declines in variable interest rates over the first nine months of 2021 compared to the first nine 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 charges (income), restructuring charges, timberland gains, acquisition and integration related costs, and losses on sales of businesses, net (collectively, "Adjustments").

Summary
Nine Months Ended
July 31,
2021 2020
Non-U.S. % of Consolidated Net Sales 41.7 % 38.8 %
U.S. % of Consolidated Net Sales 58.3 % 61.2 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. 51.8 % 96.1 %
U.S. % of Consolidated I.B.I.T. 48.2 % 3.9 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. before Adjustments 67.4 % 58.0 %
U.S. % of Consolidated I.B.I.T. before Adjustments 32.6 % 42.0 %
100.0 % 100.0 %

Non-U.S. I.B.I.T. Reconciliation
Nine Months Ended
July 31,
(in millions) 2021 2020
Non-U.S. I.B.I.T. $ 184.7 $ 115.2
Non-cash asset impairment charges 1.5 3.9
Non-cash pension settlement charges 0.3 —
Restructuring charges 13.4 5.4
Total Non-U.S. Adjustments 15.2 9.3
Non-U.S. I.B.I.T. before Adjustments $ 199.9 $ 124.5

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U.S. I.B.I.T. Reconciliation
Nine Months Ended
July 31,
(in millions) 2021 2020
U.S. I.B.I.T. $ 172.0 $ 4.7
Non-cash asset impairment charges — 13.0
Non-cash pension settlement charges (income) 8.7 (0.1)
Restructuring charges 5.4 21.4
Timberland gains (95.7) —
Acquisition and integration related costs 6.2 13.5
Loss on disposal of businesses, net — 37.9
Total U.S. Adjustments (75.4) 85.7
U.S. I.B.I.T. before Adjustments $ 96.6 $ 90.4

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

~~Income tax expense~~

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. 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 expense under ASC 740-270, and the impact of discrete items in the respective quarter.

Income tax expense for the first nine months of 2021 was $56.5 million on $356.7 million of pretax income and income tax expense for the first nine months of 2020 was $44.8 million on $119.9 million of pretax income. The increase in income tax expense was attributable to an increase in pretax book income, 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 ASC740-270. The increase in tax expense was offset by capital losses that are expected to reduce the capital gain resulting from the sale of timberland. See Note 13 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for more information on the sale of timberland. A valuation allowance has also been recorded to the extent the capital losses exceed capital gains. Additionally, net favorable discrete items of $6.8 million were recorded in the first nine months of 2021 when compared to the nine month period ended July 31, 2020. The net favorable discrete adjustments are primarily comprised of return to provision adjustments and releases as a result of the settlement of U.S. Federal and Canadian income tax audits.

~~BALANCE SHEET CHANGES~~

~~Working Capital changes~~

The $198.1 million increase in accounts receivable to $834.7 million as of July 31, 2021 from $636.6 million as of October 31, 2020 was primarily due to higher average sale prices and timing of receivable collection.

The $162.9 million increase in inventories to $456.5 million as of July 31, 2021 from $293.6 million as of October 31, 2020 was primarily due to increased raw material prices and increased purchases to accommodate increased volume demand.

The $206.3 million increase in accounts payable to $657.0 million as of July 31, 2021 from $450.7 million as of October 31, 2020 was primarily due to increased raw material prices and timing of payable settlements.

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

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~~Capital Expenditures~~Cash Flow


Three Months Ended January 31, (in millions)	2022		2021
Net cash provided by operating activities	$	22.4	$	11.5
Net cash provided by (used in) investing activities	(45.8)		4.2
Net cash provided by (used in) financing activities	54.0		(30.0)

Effects of exchange rates on cash	(18.6)		9.8
Net increase (decrease) in cash and cash equivalents	12.0		(4.5)
Cash and cash equivalents at beginning of year	124.6		105.9
Cash and cash equivalents at end of period*	$	136.6	$	101.4

*2022 Ending cash includes $16.9 million of cash presented within assets held for sale on the interim condensed consolidated balance sheet. See Note 13 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for more information on assets held for sale.

Operating Activities

The $73.4 million decrease in accounts receivable to $816.1 million as of January 31, 2022 from $889.5 million as of October 31, 2021 was primarily due to the FPS Divestiture and related assets classified as held for sale, offset by higher volumes and higher average sale prices.

The $10.9 million decrease in inventories to $488.3 million as of January 31, 2022 from $499.2 million as of October 31, 2021 was primarily due to the FPS Divestiture and related assets classified as held for sale, offset by an increase in raw material prices.

The $84.9 million decrease in accounts payable to $619.6 million as of January 31, 2022 from $704.5 million as of October 31, 2021 was primarily due to the FPS Divestiture and related liabilities classified as held for sale, offset by an increase in prices of raw materials and other operating costs, as well as timing of payable settlements.

Investing Activities

During the first ~~nine~~three months of ~~2021~~2022 and ~~2020,~~2021, we invested ~~$94.2~~$44.5 million ~~(excluding $7.4~~and $27.4 million, ~~for purchases~~respectively, of ~~and investments in timber properties) and $86.0 million (excluding $4.0 million for purchases of and investments in timber properties), respectively,~~cash in capital expenditures.

~~Assets~~Financing Activities

During the first three months of 2022 and ~~Liabilities Held by Special Purpose Entities~~

~~As previously disclosed~~2021, we paid cash dividends to stockholders of Greif, Inc. in the ~~2020 Form 10-K, on November 5, 2020,~~amount of $27.2 million and $25.9 million, respectively. During the first three months of 2022 and 2021, we ~~settled a $50.9~~issued $90.2 million ~~receivable~~ and ~~a $43.3~~$31.0 million ~~payment obligation that were established~~of long-term debt, net of payments, respectively. This $59.2 million increase was primarily to support increased operating working capital needs in ~~2005.~~the current quarter.

Financial Obligations

Borrowing Arrangements

Long-term debt is summarized as follows:

(in millions) July 31,
2021 October 31,
2020
2019 Credit Agreement - Term Loans $ 1,277.3 $ 1,429.8
Senior Notes due 2027 495.7 495.1
Senior Notes due 2021 — 234.8
Accounts receivable credit facilities 386.4 310.0
2019 Credit Agreement - Revolving Credit Facility 61.5 —
2,220.9 2,469.7
Less: current portion 120.3 123.1
Less: deferred financing costs 10.9 11.1
Long-term debt, net $ 2,089.7 $ 2,335.5

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~~2019~~


(in millions)	January 31, 2022		October 31, 2021
2019 Credit Agreement - Term Loans	$	1,217.2	$	1,247.3
Senior Notes due 2027	496.1		495.9
Accounts receivable credit facilities	384.5		391.1
2019 Credit Agreement - Revolving Credit Facility	170.6		50.5
Other debt	0.4		0.6
	2,268.8		2,185.4
Less: current portion	120.3		120.3
Less: deferred financing costs	9.4		10.3
Long-term debt, net	$	2,139.1	$	2,054.8

2022 Credit Agreement

On ~~February 11, 2019,~~March 1, 2022, we and certain of our subsidiaries entered into ana second amended and restated senior secured credit agreement (the ~~“2019~~“2022 Credit Agreement”) with a syndicate of financial institutions. ~~Our obligations under the 2019~~The 2022 Credit Agreement ~~are guaranteed by certain of~~amended, restated and replaced in its entirety our ~~U.S. and non-U.S. subsidiaries.~~senior secured credit agreement dated February 11, 2019 (the "2019 Credit Agreement"), which is described below. 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~~2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a ~~$600.0~~$725.0 million multicurrency facility and a ~~$200.0~~$75.0 million U.S. dollar facility, maturing on ~~February 11, 2024,~~March 1, 2027, (b) a ~~$1,275.0~~$1,100 million secured term loan A-1 facility with quarterly principal installments ~~that commenced~~commencing on ~~April 30, 2019, that matures on~~July 31, 2022 and continuing through January 31, ~~2024,~~2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, and (c) a ~~$400.0~~$515.0 million secured term loan A-2 facility with quarterly principal installments ~~that commenced~~commencing on ~~April 30, 2019, that matures on~~July 31, 2022 and continuing through January 31, ~~2026. In addition,~~2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027. The term loan A-2 facility reflects the combination of the outstanding balances of the secured term A-2 and A-3 loans under the Prior Credit Agreement. We used the borrowings under the 2022 Credit Agreement on March 1, 2022, to redeem the Senior Notes due 2027, discussed below, and to repay and refinance all of the outstanding borrowings under the Prior Credit Agreement, and will use the borrowings thereunder to fund ongoing working capital and capital expenditure needs and for general corporate purposes, including acquisitions, and to pay related fees and expenses. Interest is based on SOFR plus a credit spread adjustment, EURIBOR or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio. Subject to the terms of the 2022 Credit Agreement, we have an option to add ~~an aggregate of $700.0 million~~borrowings to the ~~secured revolving credit facility under the 2019~~New 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, which was drawn on July 14, 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, which commenced on July 31, 2021. 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, discussed above. Our obligations with respect to the Incremental Term A-3 Loan constitutes similar obligations under the 2019 Credit Agreement and are secured and guaranteed with the other obligations as provided under the 2019 Credit Facility on a ~~pari passu~~ ~~basis. We used the loan proceeds to pay all of the outstanding principal of and interest on the Senior Notes due 2021, discussed below.~~

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As of July 31, 2021, we had $738.5 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~~2022 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 fiscal quarter we will not permit the ratio of (a) our total consolidated indebtedness (less the aggregate amount of our unrestricted cash and cash equivalents), 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~~4.00 to ~~1.00~~1.00; provided that such leverage ratio is subject to (i) a covenant step-up (as defined in the 2022 Credit Agreement) increase adjustment of 0.50 upon the consummation of, and ~~stepping down annually by 0.25 increments beginning on July 31, 2020 to 4.00 on July 31, 2023.~~the following three fiscal quarters after, certain specified acquisitions and (ii) a collateral release decrease adjustment of 0.25x during any collateral release period (as defined in the 2022 Credit Agreement). The interest coverage ratio generally requires that at the end of any fiscal 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~~twelve-month period.

2019 Credit Agreement

We and certain of our subsidiaries were borrowers under the 2019 Credit Agreement. The 2019 Credit Agreement provided for (a) an $800.0 million secured revolving credit facility, which consisted 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, maturing on January 31, 2024, (c) a $400.0 million secured term loan A-2 facility, with quarterly principal installments, maturing on January 31, 2026, and (d) a $225.0 million secured term A-3 loan, with quarterly principal installments, maturing on July 15, 2026. As of ~~July~~January 31, ~~2021,~~2022, we had $629.4 million of available borrowing capacity under the $800.0 million secured revolving credit facility.

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The 2019 Credit Agreement contained certain covenants, which included financial covenants that required us to maintain a certain leverage ratio and an interest coverage ratio. As of January 31, 2022, we were in compliance with ~~the~~all of covenants and other agreements in the 2019 Credit Agreement.

Senior Notes due 2027

On ~~February 11, 2019,~~March 1, 2022, we ~~issued~~redeemed $500.0 million of our 6.50% Senior Notes due March 1, 2027 (the "Senior Notes due 2027")~~. Interest on~~, which represented all of the outstanding Senior Notes due 2027, ~~is payable semi-annually. Our obligations under the Senior Notes due 2027 are guaranteed by~~with proceeds from our ~~U.S. subsidiaries that guarantee the 2019~~2022 Credit Agreement, which 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 July 31, 2021, we were in compliance with these covenants.

~~Senior Notes due 2021~~

Our Luxembourg subsidiary issued €200.0 million of 7.375% Senior Notes due July 15, 2021 (the "Senior Notes due 2021"). As discussed above, the Senior Notes due 2021 were paid in full on July 14, 2021 from the proceeds of the Incremental A-3 Loan.Agreement.

United States Trade Accounts Receivable Credit Facility

WeGreif Receivables Funding LLC, Greif Packaging LLC, and certain of our other U.S. subsidiaries are parties to an amended and restated ~~our~~ U.S. receivables financing facility (the “U.S. Receivables Facility”) ~~and entered into~~. The U.S. Receivables Facility provides an accounts receivable financing facility of $275.0 million, with a ~~Third amendment~~maturity date of ~~the Third Amended and Restated Transfer and Administration Agreement with several financial institutions.~~May 26, 2022. As of ~~July~~January 31, ~~2021, $268.0~~2022, there was $275.0 million ~~was~~ outstanding balance under the U.S. ~~Receivable~~Receivables Facility ~~and~~that is reported as ~~'Long-term debt'~~long-term debt on the interim condensed consolidated balance sheets because we intend to refinance these obligations on a long-term basis and ~~have~~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..~~arrangements.

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 ~~July~~January 31, ~~2021,~~2022, 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 July 27, 2021,~~ Cooperage Receivables Finance B.V. and Greif Services Belgium BV, an indirect wholly owned subsidiary of Greif, Inc., are parties to an 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 ($~~118.4~~111.5 million as of ~~July~~January 31, ~~2021)~~2022) secured by certain European accounts receivable. The ~~$118.4~~$109.5 million outstanding on the European RFA as of ~~July~~January 31, ~~2021~~2022 is reported as ~~'Long-term debt'~~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

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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 ~~July~~January 31, ~~2021,~~2022, we were in compliance with these covenants. Proceeds of the European RFA are available for working capital and general corporate purposes.

Financial Instruments

Interest Rate Derivatives

WeAs of January 31, 2022, we have various ~~borrowing facilities which charge interest based on the one-month U.S. dollar LIBOR rate plus an interest spread.~~

~~In 2020, we entered into four~~ interest rate swaps with a total notional amount of ~~$200.0~~$1,000 million ~~maturing on July 15, 2029. We~~in which we receive variable interest rate ~~interest~~ payments ~~based upon one-month U.S. dollar LIBOR,~~ and in return we are obligated to pay interest at a ~~weighted-average~~weighted average fixed interest rate of ~~0.90% plus a spread.~~

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

In 2017, we entered into an interest rate swap with a notional amount of $300.0 million, maturing on February 1, 2022. We received variable rate interest payments based upon one-month U.S. dollar LIBOR, and in return we are obligated to pay interest at a fixed rate of 1.19%1.78%, plus an interest spread.

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

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

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protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows.

As of ~~July~~January 31, ~~2021,~~2022, and October 31, ~~2020,~~2021, we had outstanding foreign currency forward contracts in the notional amount of ~~$105.9~~$184.5 million, and ~~$268.6~~$81.8 million, respectively.

Cross Currency Swap

We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates.

~~In August 2021, we entered into two~~ We have cross currency interest rate ~~swap agreements~~swaps that synthetically swap ~~$117.6~~$334.4 million of fixed rate debt to Euro denominated fixed rate ~~debt at~~debt. We receive a weighted average rate of ~~1.19%~~1.56%. These agreements are designated asa mixture of net investment hedges and cash flow hedges for accounting purposes and will mature ~~in August~~between March 6, 2023 and October 5, 2026.

In March 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 2023.

Accordingly, the gain or loss on ~~these~~this derivative ~~instruments~~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 these~~from the cross currency ~~swaps~~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 4 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosure regarding our financial instruments.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

There have been no significant changes in the quantitative and qualitative disclosures about our market risk from the disclosures contained in the ~~2020~~2021 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

There have been no material changes in our risk factors from those disclosed in the ~~2020~~2021 Form 10-K under Part I, Item 1A –– Risk Factors.

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

None.

ITEM 6. EXHIBITS

(a.) Exhibits


Exhibit No.						Description of Exhibit

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						~~Amendment agreement~~Second Amended and Restated Credit Agreement, dated ~~July 27, 2021, between the Originators~~ as ~~listed in Schedule~~of March 1, ~~Cooperage Receivables Finance B.V., Greif Service Belgium BV,~~2022, among Greif, Inc., ~~Stichting Cooperage Receivables Finance~~Greif Packaging LLC, Greif International Holding ~~Trust International Management (T.I.M.) B.V.), Nieuw Amsterdam Receivables Corporation~~ B.V., ~~Coöperatieve Rabobank U.A~~ and ~~Coöperatieve Rabobank U.A. Trading~~Greif Beheer B.V., as ~~Rabobank London~~borrowers, each financial institution party thereto, as lenders, Wells Fargo Securities, LLC, JPMorgan Chase Bank, National Association, BOFA Securities, Inc., MUFG Bank, Ltd, U.S. Bank National Association, and TD Bank, N.A., as joint lead arrangers and joint book managers, and JPMorgan Chase Bank, as administrative agent for the lenders.

101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~July~~January 31, ~~2021,~~2022, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income and Comprehensive Income (Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flow and (iv) Notes to Condensed Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.


						GREIF, INC.
						(Registrant)

Date: ~~September 2, 2021~~March 4, 2022						/s/ LAWRENCE A. HILSHEIMER
						Lawrence A. Hilsheimer
						Executive Vice President and Chief Financial Officer

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Summary
	Three Months Ended July 31,
	2021		2020
Non-U.S. % of Consolidated Net Sales	42.9	%	39.1	%
U.S. % of Consolidated Net Sales	57.1	%	60.9	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T.	62.8	%	115.4	%
U.S. % of Consolidated I.B.I.T.	37.2	%	(15.4)	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T. before Adjustments	61.1	%	60.1	%
U.S. % of Consolidated I.B.I.T. before Adjustments	38.9	%	39.9	%
	100.0	%	100.0	%


Non-U.S. I.B.I.T. Reconciliation
	Three Months Ended July 31,
(in millions)	2021		2020
Non-U.S. I.B.I.T.	$	93.9	$	35.8
Non-cash asset impairment charges	—		2.5
Non-cash pension settlement charges	0.3		—
Restructuring charges	1.1		3.0



Total Non-U.S. Adjustments	1.4		5.5
Non-U.S. I.B.I.T. before Adjustments	$	95.3	$	41.3


U.S. I.B.I.T. Reconciliation
	Three Months Ended July 31,
(in millions)	2021		2020
U.S. I.B.I.T.	$	55.5	$	(4.8)
Non-cash asset settlement charge	—		13.0
Non-cash pension settlement income	0.1		—
Restructuring charges	2.6		16.1

Acquisition and integration related costs	2.4		3.6

Gain on disposal of businesses, net	—		(0.5)
Total U.S. Adjustments	5.1		32.2
U.S. I.B.I.T. before Adjustments	$	60.6	$	27.4