UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

_________________________________


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

For the quarterly period ended April 30, ~~2022~~2023


☐			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~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


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

The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on June ~~6, 2022:~~5, 2023:


Class A Common Stock			~~26,627,738~~25,473,248 shares
Class B Common Stock			~~22,007,725~~21,331,127 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 S ix Months Ended A pril 3 0 , 2022 and 2021 (Unaudited)	4		Condensed Consolidated Statements of Income for the Three and Six Months Ended April 3 0 , 2023 and 2022 (Unaudited)	4
		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended A pril 3 0 , 2022 and 2021 (Unaudited)	5		Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended A pril 3 0 , 2023 and 2022 (Unaudited)	5
		Condensed Consolidated Balance Sheets at April 3 0 , 2022 (Unaudited) and October 31, 2021	6		Condensed Consolidated Balance Sheets at April 3 0 , 2023 (Unaudited) and October 31, 2022	6
		Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 3 0 , 2022 and 2021 (Unaudited)	8		Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 3 0 , 2023 and 2022 (Unaudited)	8
		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended April 3 0 , 2022 and 2021 (Unaudited)	9		Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended April 3 0 , 2023 and 2022 (Unaudited)	9
		Notes to Condensed Consolidated Financial Statements (Unaudited)	11		Notes to Condensed Consolidated Financial Statements (Unaudited)	11
2	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26	2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
3	3	Quantitative and Qualitative Disclosures About Market Risk	44	3	Quantitative and Qualitative Disclosures About Market Risk	48
4	4	Controls and Procedures	44	4	Controls and Procedures	48

		Part II. Other Information			Part II. Other Information
1A	1A	Risk Factors	45	1A	Risk Factors	49
2	2	Unregistered Sales of Equity Securities and Use of Proceeds	45	2	Unregistered Sales of Equity Securities and Use of Proceeds	49
6	6	Exhibits	45	6	Exhibits	50
		Signatures	46		Signatures	51

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)


		Three Months Ended April 30,				Six Months Ended April 30,					Three Months Ended April 30,				Six Months Ended April 30,
(in millions, except per share amounts)	(in millions, except per share amounts)	2022		2021		2022		2021		(in millions, except per share amounts)	2023		2022		2023		2022
Net sales	Net sales	$	1,667.3	$	1,340.6	$	3,231.6	$	2,487.1	Net sales	$	1,308.9	$	1,667.3	$	2,579.9	$	3,231.6
Cost of products sold	Cost of products sold	1,328.6		1,074.7		2,603.2		2,009.0		Cost of products sold	997.1		1,328.6		2,016.5		2,603.2
Gross profit	Gross profit	338.7		265.9		628.4		478.1		Gross profit	311.8		338.7		563.4		628.4
Selling, general and administrative expenses	Selling, general and administrative expenses	147.4		146.8		299.0		281.1		Selling, general and administrative expenses	137.2		147.4		276.6		299.0
Restructuring charges	Restructuring charges	3.7		12.0		7.2		15.1		Restructuring charges	2.4		3.7		4.8		7.2
Timberland gains		—		(95.7)		—		(95.7)
Integration related costs		2.0		1.8		3.6		3.8

Acquisition and integration related costs										Acquisition and integration related costs	4.6		2.0		12.1		3.6
Non-cash asset impairment charges	Non-cash asset impairment charges	—		0.2		62.4		1.5		Non-cash asset impairment charges	1.3		—		1.8		62.4
(Gain) loss on disposal of properties, plants and equipment, net		(0.3)		0.1		(1.7)		1.7
(Gain) loss on disposal of businesses, net		(4.2)		0.1		(4.2)		—
Gain on disposal of properties, plants and equipment, net										Gain on disposal of properties, plants and equipment, net	(5.0)		(0.3)		(5.0)		(1.7)
Gain on disposal of businesses, net										Gain on disposal of businesses, net	(9.8)		(4.2)		(64.4)		(4.2)
Operating profit	Operating profit	190.1		200.6		262.1		270.6		Operating profit	181.1		190.1		337.5		262.1
Interest expense, net	Interest expense, net	13.2		26.7		30.3		51.9		Interest expense, net	23.4		13.2		46.2		30.3
Debt extinguishment charges	Debt extinguishment charges	25.4		—		25.4		—		Debt extinguishment charges	—		25.4		—		25.4
Non-cash pension settlement charges		—		0.1		—		8.6
Other (income) expense, net		(4.4)		2.8		(2.4)		2.8

Other expense (income), net										Other expense (income), net	2.9		(4.4)		6.2		(2.4)
Income before income tax expense and equity earnings of unconsolidated affiliates, net	Income before income tax expense and equity earnings of unconsolidated affiliates, net	155.9		171.0		208.8		207.3		Income before income tax expense and equity earnings of unconsolidated affiliates, net	154.8		155.9		285.1		208.8
Income tax expense	Income tax expense	29.9		17.3		65.5		23.4		Income tax expense	39.1		29.9		76.8		65.5
Equity earnings of unconsolidated affiliates, net of tax	Equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.3)		(2.0)		(1.0)		Equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)		(0.8)		(2.0)
Net income	Net income	126.7		154.0		145.3		184.9		Net income	116.0		126.7		209.1		145.3
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(1.6)		(4.2)		(9.9)		(11.7)		Net income attributable to noncontrolling interests	(4.8)		(1.6)		(8.0)		(9.9)
Net income attributable to Greif, Inc.	Net income attributable to Greif, Inc.	$	125.1	$	149.8	$	135.4	$	173.2	Net income attributable to Greif, Inc.	$	111.2	$	125.1	$	201.1	$	135.4
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	$	2.11	$	2.51	$	2.28	$	2.91	Class A common stock	$	1.91	$	2.11	$	3.46	$	2.28
Class B common stock	Class B common stock	$	3.15	$	3.77	$	3.40	$	4.36	Class B common stock	$	2.88	$	3.15	$	5.19	$	3.40
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	$	2.09	$	2.51	$	2.27	$	2.91	Class A common stock	$	1.90	$	2.09	$	3.44	$	2.27
Class B common stock	Class B common stock	$	3.15	$	3.77	$	3.40	$	4.36	Class B common stock	$	2.88	$	3.15	$	5.19	$	3.40
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		26.5		26.6		26.5		Basic	25.8		26.6		25.7		26.6
Diluted	Diluted	26.8		26.7		26.8		26.6		Diluted	26.2		26.8		26.0		26.8
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	21.5		22.0		21.6		22.0
Diluted	Diluted	22.0		22.0		22.0		22.0		Diluted	21.5		22.0		21.6		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	$	0.46	$	0.44	$	0.92	$	0.88	Class A common stock	$	0.50	$	0.46	$	1.00	$	0.92
Class B common stock	Class B common stock	$	0.69	$	0.66	$	1.37	$	1.31	Class B common stock	$	0.75	$	0.69	$	1.49	$	1.37

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended
April 30, Six Months Ended
April 30,
(in millions) 2022 2021 2022 2021
Net income $ 126.7 $ 154.0 $ 145.3 $ 184.9
Other comprehensive income, net of tax:
Foreign currency translation* 64.1 6.6 32.6 34.2
Derivative financial instruments 24.1 9.5 35.9 11.4
Minimum pension liabilities 3.4 24.4 6.5 47.1
Other comprehensive income, net of tax 91.6 40.5 75.0 92.7
Comprehensive income 218.3 194.5 220.3 277.6
Comprehensive income attributable to noncontrolling interests 0.3 2.2 4.3 12.3
Comprehensive income attributable to Greif, Inc. $ 218.0 $ 192.3 $ 216.0 $ 265.3

*Three and six months ended April 30, 2022 balances include $113.1 million release of foreign currency translation from business divestment.


	Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	2023		2022		2023		2022
Net income	$	116.0	$	126.7	$	209.1	$	145.3
Other comprehensive income (loss), net of tax:
Foreign currency translation	(2.3)		64.1		49.0		32.6
Derivative financial instruments	(5.1)		24.1		(30.8)		35.9
Minimum pension liabilities	(1.4)		3.4		(3.8)		6.5
Other comprehensive income (loss), net of tax	(8.8)		91.6		14.4		75.0
Comprehensive income	107.2		218.3		223.5		220.3
Comprehensive income attributable to noncontrolling interests	4.7		0.3		8.2		4.3
Comprehensive income attributable to Greif, Inc.	$	102.5	$	218.0	$	215.3	$	216.0

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	(in millions)	April 30, 2022		October 31, 2021		(in millions)	April 30, 2023		October 31, 2022
ASSETS	ASSETS					ASSETS
Current assets	Current assets					Current assets
Cash and cash equivalents	Cash and cash equivalents	$	108.7	$	124.6	Cash and cash equivalents	$	158.5	$	147.1
Trade accounts receivable, net of allowance	Trade accounts receivable, net of allowance	880.3		889.5		Trade accounts receivable, net of allowance	727.0		749.1
Inventories:	Inventories:					Inventories:
Raw materials	Raw materials	382.5		390.7		Raw materials	302.9		316.0
Work-in-process		—		1.5

Finished goods	Finished goods	92.3		107.0		Finished goods	97.3		87.3
Assets held for sale	Assets held for sale	1.7		6.9		Assets held for sale	1.8		1.3

Prepaid expenses	Prepaid expenses	55.0		54.0		Prepaid expenses	58.1		57.3
Other current assets	Other current assets	96.3		89.9		Other current assets	136.1		141.3
		1,616.8		1,664.1			1,481.7		1,499.4
Long-term assets	Long-term assets					Long-term assets
Goodwill	Goodwill	1,482.8		1,515.4		Goodwill	1,649.8		1,464.5
Other intangible assets, net of amortization	Other intangible assets, net of amortization	611.5		648.4		Other intangible assets, net of amortization	762.8		576.2
Deferred tax assets	Deferred tax assets	13.7		16.3		Deferred tax assets	10.9		10.1

Pension asset	Pension asset	58.6		39.9		Pension asset	47.2		30.8
Operating lease assets	Operating lease assets	261.7		289.4		Operating lease assets	272.1		254.7
Finance lease assets						Finance lease assets	32.5		1.2
Other long-term assets	Other long-term assets	146.3		121.1		Other long-term assets	136.9		178.0
		2,574.6		2,630.5			2,912.2		2,515.5
Properties, plants and equipment	Properties, plants and equipment					Properties, plants and equipment
Timber properties, net of depletion	Timber properties, net of depletion	227.4		224.6		Timber properties, net of depletion	228.0		226.8
Land	Land	157.3		161.9		Land	158.2		154.8
Buildings	Buildings	525.7		543.8		Buildings	540.7		515.1
Machinery and equipment	Machinery and equipment	1,990.3		2,042.3		Machinery and equipment	2,085.1		1,968.3
Capital projects in progress	Capital projects in progress	119.4		137.2		Capital projects in progress	196.6		182.9
		3,020.1		3,109.8			3,208.6		3,047.9
Accumulated depreciation	Accumulated depreciation	(1,588.6)		(1,588.6)		Accumulated depreciation	(1,691.0)		(1,592.9)
		1,431.5		1,521.2			1,517.6		1,455.0
Total assets	Total assets	$	5,622.9	$	5,815.8	Total assets	$	5,911.5	$	5,469.9

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)


(in millions)	(in millions)	April 30, 2022		October 31, 2021		(in millions)	April 30, 2023		October 31, 2022
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES AND SHAREHOLDERS’ EQUITY						LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities	Current liabilities					Current liabilities
Accounts payable	Accounts payable	$	619.8	$	704.5	Accounts payable	$	502.4	$	561.3
Accrued payroll and employee benefits	Accrued payroll and employee benefits	130.4		160.3		Accrued payroll and employee benefits	121.5		174.4
Restructuring reserves	Restructuring reserves	14.1		20.3		Restructuring reserves	12.2		12.3
Current portion of long-term debt	Current portion of long-term debt	80.8		120.3		Current portion of long-term debt	80.8		71.1
Short-term borrowings	Short-term borrowings	27.8		50.5		Short-term borrowings	2.3		5.7
Liabilities held for sale		0.6		0.9

Current portion of operating lease liabilities	Current portion of operating lease liabilities	50.1		54.0		Current portion of operating lease liabilities	50.9		48.9
Current portion of finance lease liabilities						Current portion of finance lease liabilities	3.3		0.9

Other current liabilities	Other current liabilities	198.3		203.3		Other current liabilities	164.0		173.3
		1,121.9		1,314.1			937.4		1,047.9
Long-term liabilities	Long-term liabilities					Long-term liabilities
Long-term debt	Long-term debt	1,991.3		2,054.8		Long-term debt	2,206.1		1,839.3
Operating lease liabilities	Operating lease liabilities	215.6		239.5		Operating lease liabilities	224.6		209.4
Finance lease liabilities						Finance lease liabilities	29.7		0.2
Deferred tax liabilities	Deferred tax liabilities	330.5		318.0		Deferred tax liabilities	333.4		343.6
Pension liabilities	Pension liabilities	70.9		78.3		Pension liabilities	61.0		58.0
Postretirement benefit obligations	Postretirement benefit obligations	10.8		11.0		Postretirement benefit obligations	7.1		7.2

Contingent liabilities and environmental reserves	Contingent liabilities and environmental reserves	20.3		19.5		Contingent liabilities and environmental reserves	19.8		19.0

Long-term income tax payable	Long-term income tax payable	27.8		27.8		Long-term income tax payable	25.6		25.6
Other long-term liabilities	Other long-term liabilities	97.6		153.1		Other long-term liabilities	99.2		109.6
		2,764.8		2,902.0			3,006.5		2,611.9
Commitments and contingencies (Note 8)		0		0
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	17.8		24.1		Redeemable noncontrolling interests	52.7		15.8
Equity	Equity					Equity
Common stock, without par value	Common stock, without par value	186.0		179.3		Common stock, without par value	205.8		173.5
Treasury stock, at cost	Treasury stock, at cost	(134.0)		(134.1)		Treasury stock, at cost	(277.6)		(205.1)
Retained earnings	Retained earnings	1,910.3		1,825.6		Retained earnings	2,239.7		2,095.2
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	(257.2)		(295.4)		Foreign currency translation	(267.7)		(316.5)
Derivative financial instruments	Derivative financial instruments	32.3		(3.6)		Derivative financial instruments	42.0		72.8
Minimum pension liabilities	Minimum pension liabilities	(51.0)		(57.5)		Minimum pension liabilities	(62.4)		(58.6)
Total Greif, Inc. shareholders' equity		1,686.4		1,514.3
Total Greif, Inc. shareholders’ equity						Total Greif, Inc. shareholders’ equity	1,879.8		1,761.3
Noncontrolling interests	Noncontrolling interests	32.0		61.3		Noncontrolling interests	35.1		33.0
Total shareholders' equity		1,718.4		1,575.6
Total liabilities and shareholders' equity		$	5,622.9	$	5,815.8
Total shareholders’ equity						Total shareholders’ equity	1,914.9		1,794.3
Total liabilities and shareholders’ equity						Total liabilities and shareholders’ equity	$	5,911.5	$	5,469.9

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Six Months Ended April 30,					Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	145.3		$	184.9	Net income	$	209.1	$	145.3
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	114.0		118.1		Depreciation, depletion and amortization	111.7		114.0
Non-cash asset impairment charges	Non-cash asset impairment charges	62.4		1.5		Non-cash asset impairment charges	1.8		62.4
Non-cash pension settlement charges		—		8.6
Loss (gain) on disposals of properties, plants and equipment, net		(1.7)		1.7

Gain on disposals of properties, plants and equipment, net						Gain on disposals of properties, plants and equipment, net	(5.0)		(1.7)
Gain on disposals of businesses, net	Gain on disposals of businesses, net	(4.2)		—		Gain on disposals of businesses, net	(64.4)		(4.2)
Timberland gains		—		(95.7)
Unrealized foreign exchange (gain) loss		(5.1)		0.9
Deferred income tax expense (benefit)		1.1		(41.5)

Unrealized foreign exchange loss (gain)						Unrealized foreign exchange loss (gain)	4.2		(5.1)
Deferred income tax expense						Deferred income tax expense	1.6		1.1

Debt extinguishment charges	Debt extinguishment charges	22.6		—		Debt extinguishment charges	—		22.6
Non-cash lease expense	Non-cash lease expense	15.1		26.1		Non-cash lease expense	23.2		15.1
Other, net	Other, net	0.7		(0.5)		Other, net	(0.4)		0.7
Increase (decrease) in cash from changes in certain assets and liabilities:
Increase (decrease) in cash from changes in certain assets and liabilities, net of impacts from acquisitions:						Increase (decrease) in cash from changes in certain assets and liabilities, net of impacts from acquisitions:
Trade accounts receivable	Trade accounts receivable	(87.4)		(98.4)		Trade accounts receivable	66.0		(87.4)
Inventories	Inventories	(56.2)		(71.4)		Inventories	38.6		(56.2)

Accounts payable	Accounts payable	22.4		125.8		Accounts payable	(66.9)		22.4
Restructuring reserves	Restructuring reserves	(4.9)		(0.2)		Restructuring reserves	(0.3)		(4.9)
Operating leases	Operating leases	(16.0)		(29.5)		Operating leases	(23.4)		(16.0)
Pension and post-retirement benefit liabilities	Pension and post-retirement benefit liabilities	(19.8)		(11.9)		Pension and post-retirement benefit liabilities	(14.8)		(19.8)
Other, net	Other, net	(26.7)		45.3		Other, net	(37.3)		(26.7)
Net cash provided by operating activities	Net cash provided by operating activities	161.6		163.8		Net cash provided by operating activities	243.7		161.6
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:

Purchases of business, net of cash acquired						Purchases of business, net of cash acquired	(447.5)		—

Purchases of properties, plants and equipment	Purchases of properties, plants and equipment	(75.0)		(57.7)		Purchases of properties, plants and equipment	(91.1)		(75.0)
Purchases of and investments in timber properties	Purchases of and investments in timber properties	(5.1)		(2.5)		Purchases of and investments in timber properties	(3.2)		(5.1)

Proceeds from the sale of timberlands		—		145.1
Collections of receivables held in special purpose entities		—		50.9
Payments for issuance of loans receivable		—		(15.0)

Payments for deferred purchase price of acquisitions						Payments for deferred purchase price of acquisitions	(21.7)		(4.7)
Proceeds from the sale of properties, plants, equipment and other assets	Proceeds from the sale of properties, plants, equipment and other assets	8.3		—		Proceeds from the sale of properties, plants, equipment and other assets	6.9		8.3
Proceeds from the sale of businesses	Proceeds from the sale of businesses	139.2		—		Proceeds from the sale of businesses	105.6		139.2

Other, net		(4.7)		(2.5)
Net cash provided by investing activities		62.7		118.3

Net cash (used in) provided by investing activities						Net cash (used in) provided by investing activities	(451.0)		62.7
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	3,026.5		744.6		Proceeds from issuance of long-term debt	1,252.0		3,026.5
Payments on long-term debt	Payments on long-term debt	(3,122.7)		(990.1)		Payments on long-term debt	(919.5)		(3,122.7)

Proceeds (payments) on short-term borrowings, net		(16.1)		15.2
Payments on short-term borrowings, net						Payments on short-term borrowings, net	(4.0)		(16.1)

Proceeds from trade accounts receivable credit facility	Proceeds from trade accounts receivable credit facility	1.9		61.6		Proceeds from trade accounts receivable credit facility	86.6		1.9
Payments on trade accounts receivable credit facility	Payments on trade accounts receivable credit facility	(1.9)		(18.3)		Payments on trade accounts receivable credit facility	(53.9)		(1.9)
Payments for liabilities held in special purpose entities		—		(43.3)

Dividends paid to Greif, Inc. shareholders	Dividends paid to Greif, Inc. shareholders	(54.6)		(52.2)		Dividends paid to Greif, Inc. shareholders	(57.9)		(54.6)
Dividends paid to noncontrolling interests	Dividends paid to noncontrolling interests	(9.4)		(4.9)		Dividends paid to noncontrolling interests	(4.9)		(9.4)
Payments for debt extinguishment and issuance costs	Payments for debt extinguishment and issuance costs	(20.8)		—		Payments for debt extinguishment and issuance costs	—		(20.8)
Payments for share repurchases						Payments for share repurchases	(59.6)		—

Tax withholding payments for stock-based awards						Tax withholding payments for stock-based awards	(13.7)		—
Purchases of redeemable noncontrolling interest						Purchases of redeemable noncontrolling interest	(3.3)		—
Other, net						Other, net	(6.2)		—

Net cash used in financing activities		(197.1)		(287.4)
Net cash provided by (used in) financing activities						Net cash provided by (used in) financing activities	215.6		(197.1)

Effects of exchange rates on cash	Effects of exchange rates on cash	(43.1)		9.8		Effects of exchange rates on cash	3.1		(43.1)
Net increase (decrease) in cash and cash equivalents	Net increase (decrease) in cash and cash equivalents	(15.9)		4.5		Net increase (decrease) in cash and cash equivalents	11.4		(15.9)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	124.6		105.9		Cash and cash equivalents at beginning of period	147.1		124.6
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	108.7	$	110.4	Cash and cash equivalents at end of period	$	158.5	$	108.7

See accompanying Notes to Condensed Consolidated Financial Statements

Table of Contents

GREIF, INC. AND SUBSIDIARY COMPANIES

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


		Three Months Ended April 30, 2022																	Three Months Ended April 30, 2023
		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 January 31, 2022		48,608	$	183.2	28,234	$	(134.0)	$	1,812.9	$	(368.8)	$	1,493.3	$	64.0	$	1,557.3
As of January 31, 2023																		As of January 31, 2023	47,542	$	188.5	29,300	$	(221.1)	$	2,157.4	$	(279.4)	$	1,845.4	$	36.8	$	1,882.2
Net income	Net income							125.1				125.1		1.6		126.7		Net income							111.2				111.2		4.8		116.0
Other comprehensive income (loss):	Other comprehensive income (loss):																	Other comprehensive income (loss):
Foreign currency translation, net of $113.1 million business divestment release										65.4		65.4		(1.3)		64.1
Derivative financial instruments, net of $8.0 million of income tax benefit										24.1		24.1				24.1
Minimum pension liability adjustment, net of $1.0 million income tax benefit										3.4		3.4				3.4
Foreign currency translation																		Foreign currency translation									(2.2)		(2.2)		(0.1)		(2.3)
Derivative financial instruments, net of $1.8 million of income tax expense																		Derivative financial instruments, net of $1.8 million of income tax expense									(5.1)		(5.1)				(5.1)
Minimum pension liability adjustment, net of $0.4 million income tax benefit																		Minimum pension liability adjustment, net of $0.4 million income tax benefit									(1.4)		(1.4)				(1.4)
Comprehensive income	Comprehensive income				.							218.0				218.3		Comprehensive income				.							102.5				107.2
Divestment of noncontrolling interest												—		(24.4)		(24.4)
Current period mark to redemption value of redeemable noncontrolling interest	Current period mark to redemption value of redeemable noncontrolling interest							(0.1)				(0.1)				(0.1)		Current period mark to redemption value of redeemable noncontrolling interest							0.2				0.2				0.2
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											—		(0.5)		(0.5)
Dividends paid to Greif, Inc. shareholders ($0.46 and $0.69 per Class A share and Class B share, respectively)								(27.4)				(27.4)				(27.4)
Dividends paid to Greif, Inc. shareholders ($0.50 and $0.75 per Class A share and Class B share, respectively)																		Dividends paid to Greif, Inc. shareholders ($0.50 and $0.75 per Class A share and Class B share, respectively)							(29.0)				(29.0)				(29.0)
Dividends paid to noncontrolling interests and other	Dividends paid to noncontrolling interests and other											—		(7.6)		(7.6)		Dividends paid to noncontrolling interests and other											—		(5.9)		(5.9)
Dividends earned on RSU shares	Dividends earned on RSU shares							(0.2)				(0.2)				(0.2)		Dividends earned on RSU shares							(0.1)				(0.1)				(0.1)
Share repurchases																		Share repurchases	(717)	15.0		717	(56.8)						(41.8)				(41.8)
Long-term incentive shares issued	Long-term incentive shares issued	6	0.3		(6)	—						0.3				0.3		Long-term incentive shares issued	18	0.8		(18)	0.2						1.0				1.0
Share based compensation	Share based compensation	—	1.3		—	—						1.3				1.3		Share based compensation	—	0.3		—	—						0.3				0.3

Restricted stock, directors	Restricted stock, directors	22	1.2		(22)	—						1.2				1.2		Restricted stock, directors	18	1.2		(18)	0.1						1.3				1.3
As of April 30, 2022		48,636	$	186.0	28,206	$	(134.0)	$	1,910.3	$	(275.9)	$	1,686.4	$	32.0	$	1,718.4
As of April 30, 2023																		As of April 30, 2023	46,861	$	205.8	29,981	$	(277.6)	$	2,239.7	$	(288.1)	$	1,879.8	$	35.1	$	1,914.9

		Six Months Ended April 30, 2022																	Six Months Ended April 30, 2023
		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 October 31, 2021		48,559	$	179.3	28,283	$	(134.1)	$	1,825.6	$	(356.5)	$	1,514.3	$	61.3	$	1,575.6
As of October 31, 2022																		As of October 31, 2022	47,443	$	173.5	29,399	$	(205.1)	$	2,095.2	$	(302.3)	$	1,761.3	$	33.0	$	1,794.3
Net income	Net income							135.4				135.4		9.9		145.3		Net income							201.1				201.1		8.0		209.1
Other comprehensive income (loss):	Other comprehensive income (loss):																	Other comprehensive income (loss):
Foreign currency translation, net of $113.1 million business divestment release										38.2		38.2		(5.6)		32.6
Derivative financial instruments, net of $12.0 million of income tax benefit										35.9		35.9				35.9
Minimum pension liability adjustment, net of $1.5 million income tax benefit										6.5		6.5				6.5
Foreign currency translation																		Foreign currency translation									48.8		48.8		0.2		49.0
Derivative financial instruments, net of $10.3 million of income tax expense																		Derivative financial instruments, net of $10.3 million of income tax expense									(30.8)		(30.8)				(30.8)
Minimum pension liability adjustment, net of $0.5 million income tax expense																		Minimum pension liability adjustment, net of $0.5 million income tax expense									(3.8)		(3.8)				(3.8)
Comprehensive income	Comprehensive income				.							216.0				220.3		Comprehensive income				.							215.3				223.5
Divestment of noncontrolling interest												—		(24.4)		(24.4)

Current period mark to redemption value of redeemable noncontrolling interest and other	Current period mark to redemption value of redeemable noncontrolling interest and other							4.9				4.9				4.9		Current period mark to redemption value of redeemable noncontrolling interest and other							1.0				1.0				1.0
Net income allocated to redeemable noncontrolling interests	Net income allocated to redeemable noncontrolling interests											—		0.1		0.1		Net income allocated to redeemable noncontrolling interests											—		(0.2)		(0.2)
Dividends paid to Greif, Inc. shareholders ($0.92 and $1.37 per Class A share and Class B share, respectively)								(54.6)				(54.6)				(54.6)
Dividends paid to Greif, Inc. shareholders ($1.00 and $1.49 per Class A share and Class B share, respectively)																		Dividends paid to Greif, Inc. shareholders ($1.00 and $1.49 per Class A share and Class B share, respectively)							(57.9)				(57.9)				(57.9)
Dividends paid to noncontrolling interests and other	Dividends paid to noncontrolling interests and other											—		(9.3)		(9.3)		Dividends paid to noncontrolling interests and other											—		(5.9)		(5.9)
Dividends earned on RSU shares	Dividends earned on RSU shares							(1.0)				(1.0)				(1.0)		Dividends earned on RSU shares							0.3				0.3				0.3
Share repurchases																		Share repurchases	(949)	15.0		949	(74.6)						(59.6)				(59.6)
Long-term incentive shares issued	Long-term incentive shares issued	52	3.0		(52)	0.1						3.1				3.1		Long-term incentive shares issued	349	14.6		(349)	2.0						16.6				16.6
Share based compensation	Share based compensation	—	2.4		—	—						2.4				2.4		Share based compensation	—	1.5		—	—						1.5				1.5
Restricted stock, executive		3	0.1		(3)	—						0.1				0.1

Restricted stock, directors	Restricted stock, directors	22	1.2		(22)	—						1.2				1.2		Restricted stock, directors	18	1.2		(18)	0.1						1.3				1.3
As of April 30, 2022		48,636	$	186.0	28,206	$	(134.0)	$	1,910.3	$	(275.9)	$	1,686.4	$	32.0	$	1,718.4
As of April 30, 2023																		As of April 30, 2023	46,861	$	205.8	29,981	$	(277.6)	$	2,239.7	$	(288.1)	$	1,879.8	$	35.1	$	1,914.9

Table of Contents


		Three Months Ended April 30, 2021																	Three Months Ended April 30, 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 January 31, 2021		48,533	$	175.4	28,309	$	(134.2)	$	1,542.0	$	(377.9)	$	1,205.3	$	57.3	$	1,262.6
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
Net income	Net income							149.8				149.8		4.2		154.0		Net income							125.1				125.1		1.6		126.7
Other comprehensive income (loss):	Other comprehensive income (loss):																	Other comprehensive income (loss):
Foreign currency translation										8.6		8.6		(2.0)		6.6
Derivative financial instruments, net of $3.2 million income tax expense										9.5		9.5				9.5
Minimum pension liability adjustment, net of $8.8 million income tax expense										24.4		24.4				24.4
Foreign currency translation, net of $113.1 million business divestment release																		Foreign currency translation, net of $113.1 million business divestment release									65.4		65.4		(1.3)		64.1
Derivative financial instruments, net of $8.0 million income tax benefit																		Derivative financial instruments, net of $8.0 million income tax benefit									24.1		24.1				24.1
Minimum pension liability adjustment, net of $1.0 million income tax benefit																		Minimum pension liability adjustment, net of $1.0 million income tax benefit									3.4		3.4				3.4
Comprehensive income	Comprehensive income											192.3				194.5		Comprehensive income											218.0				218.3
Divestment of noncontrolling interest																		Divestment of noncontrolling interest											—		(24.4)		(24.4)
Current period mark to redemption value of redeemable noncontrolling interest	Current period mark to redemption value of redeemable noncontrolling interest							0.6				0.6				0.6		Current period mark to redemption value of redeemable noncontrolling interest							(0.1)				(0.1)				(0.1)
Net income allocated to redeemable noncontrolling interests	Net income allocated to redeemable noncontrolling interests											—		(0.5)		(0.5)		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)								(26.3)				(26.3)				(26.3)
Dividends paid to Greif, Inc. shareholders ($0.46 and $0.69 per Class A share and Class B share, respectively)																		Dividends paid to Greif, Inc. shareholders ($0.46 and $0.69 per Class A share and Class B share, respectively)							(27.4)				(27.4)				(27.4)
Dividends paid to noncontrolling interests and other	Dividends paid to noncontrolling interests and other											—		(3.5)		(3.5)		Dividends paid to noncontrolling interests and other											—		(7.6)		(7.6)

Dividends earned on RSU shares																		Dividends earned on RSU shares							(0.2)				(0.2)				(0.2)
Long-term incentive shares issued																		Long-term incentive shares issued	6	0.3		(6)	—						0.3				0.3
Share based compensation	Share based compensation	—	1.0		—	—						1.0				1.0		Share based compensation	—	1.3		—	—						1.3				1.3

Restricted stock, directors	Restricted stock, directors	26	1.2		(26)	0.1						1.3				1.3		Restricted stock, directors	22	1.2		(22)	—						1.2				1.2
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
As of April 30, 2022																		As of April 30, 2022	48,636	$	186.0	28,206	$	(134.0)	$	1,910.3	$	(275.9)	$	1,686.4	$	32.0	$	1,718.4

		Six Months Ended April 30, 2021																	Six Months Ended April 30, 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 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							173.2				173.2		11.7		184.9		Net income							135.4				135.4		9.9		145.3
Other comprehensive income:
Foreign currency translation										33.6		33.6		0.6		34.2
Derivative financial instruments, net of $3.8 million income tax expense										11.4		11.4				11.4
Minimum pension liability adjustment, net of $16.2 million income tax expense										47.1		47.1				47.1
Other comprehensive income (loss):																		Other comprehensive income (loss):
Foreign currency translation, net of $113.1 million business divestment release																		Foreign currency translation, net of $113.1 million business divestment release									38.2		38.2		(5.6)		32.6
Derivative financial instruments, net of $12.0 million income tax benefit																		Derivative financial instruments, net of $12.0 million income tax benefit									35.9		35.9				35.9
Minimum pension liability adjustment, net of $1.5 million income tax benefit																		Minimum pension liability adjustment, net of $1.5 million income tax benefit									6.5		6.5				6.5
Comprehensive income	Comprehensive income											265.3				277.6		Comprehensive income				.							216.0				220.3
Divestment of noncontrolling interest																		Divestment of noncontrolling interest											—		(24.4)		(24.4)
Current period mark to redemption value of redeemable noncontrolling interest and other	Current period mark to redemption value of redeemable noncontrolling interest and other							1.2				1.2				1.2		Current period mark to redemption value of redeemable noncontrolling interest and other							4.9				4.9				4.9
Net income allocated to redeemable noncontrolling interests	Net income allocated to redeemable noncontrolling interests											—		(0.8)		(0.8)		Net income allocated to redeemable noncontrolling interests											—		0.1		0.1
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)								(52.2)				(52.2)				(52.2)
Dividends paid to Greif, Inc. shareholders ($0.92 and $1.37 per Class A share and Class B share, respectively)																		Dividends paid to Greif, Inc. shareholders ($0.92 and $1.37 per Class A share and Class B share, respectively)							(54.6)				(54.6)				(54.6)
Dividends paid to noncontrolling interests and other	Dividends paid to noncontrolling interests and other											—		(4.5)		(4.5)		Dividends paid to noncontrolling interests and other											—		(9.3)		(9.3)
Dividends earned on RSU shares																		Dividends earned on RSU shares							(1.0)				(1.0)				(1.0)
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	52	3.0		(52)	0.1						3.1				3.1
Share based compensation	Share based compensation	—	2.2		—	—						2.2				2.2		Share based compensation	—	2.4		—	—						2.4				2.4
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	Restricted stock, directors	26	1.2		(26)	0.1						1.3				1.3		Restricted stock, directors	22	1.2		(22)	—						1.2				1.2
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
As of April 30, 2022																		As of April 30, 2022	48,636	$	186.0	28,206	$	(134.0)	$	1,910.3	$	(275.9)	$	1,686.4	$	32.0	$	1,718.4

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~~sheet as of April 30, ~~2022~~2023 and the condensed consolidated balance sheet as of October 31, ~~2021,~~2022, the interim condensed consolidated statements of income, comprehensive income and changes in ~~shareholders'~~shareholders’ equity for the three and six months ended April 30, ~~2022~~2023 and ~~2021~~2022 and the interim condensed consolidated statements of cash flows for the three and six months ended April 30, ~~2022~~2023 and ~~2021~~2022 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~~this 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, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”).

Newly Adopted Accounting Standards

In December 2019, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Company adopted this ASU on November 1, 2021. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations, comprehensive income, cash flows or disclosures.

~~Recently Issued Accounting Standards~~

~~Except for the accounting pronouncement described above, there~~There have been no new accounting ~~pronouncements issued~~standards adopted since the filing of the ~~2021~~2022 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.

Recently Issued Accounting Standards

There have been no new accounting pronouncements issued since the filing of the 2022 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.

NOTE 2 — ACQUISITIONS AND DIVESTITURES

Acquisitions

Centurion Acquisition

The Company completed its acquisition of Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), which increased the Company’s ownership interest in Centurion from approximately 10% to 80%. Centurion is a leader in the North American IBC reconditioning industry and is involved in IBC rebottling, reconditioning and distribution. The total purchase price for this acquisition, net of cash acquired, was $144.5 million. The fair value of remaining noncontrolling interest of 20% after the acquisition was $40.9 million.

Prior to the acquisition, the Company accounted for its approximately 10% ownership interest under the equity method of accounting. The acquisition of a controlling financial interest was accounted for as a step acquisition in accordance with Accounting Standard Codification (“ASC”) 805. As a result, fair value of our previously held interest in Centurion of $16.8 million was valued using a discounted cash flow model, resulting in a gain of $9.8 million. The gain was reflected in the condensed consolidated statements of income within the gain on disposal of businesses, net line.

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The following table summarizes the consideration transferred to acquire Centurion and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date:


(in millions)	Amounts Recognized as of the Acquisition Date
Fair value of consideration transferred
Cash consideration	$	144.5
Noncontrolling interest	40.9
Previously held interest	16.8


Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	12.4
Inventories	2.0
Prepaid and other current assets	0.4
Intangibles	83.4
Operating lease assets	10.2

Properties, plants and equipment	7.7
Total assets acquired	116.1

Accounts payable	(4.2)

Other current liabilities	(4.3)
Operating lease liabilities	(10.2)


Total liabilities assumed	(18.7)
Total identifiable net assets	$	97.4
Goodwill	$	104.8

The Company recognized goodwill related to this acquisition of $104.8 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expanded market presence, and enhanced business network, none of which qualify for recognition as a separate intangible asset. Centurion is reported within the Global Industrial Packaging segment to which the goodwill was assigned. The majority of the goodwill is expected to be deductible for tax purposes.

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

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


(in millions)	Final Purchase Price Allocation		Weighted Average Estimated Useful Life
Customer relationships	$	74.7	12.0
Trademarks	8.7		5.0
Total intangible assets	$	83.4

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estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the date of the acquisition, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition.

Centurion’s results of operations have been included in the Company’s financial statements for the period subsequent to the acquisition date of March 31, 2023. Centurion contributed net sales of $7.4 million for the three and six months ended April 30, 2023.

Lee Container Acquisition

The Company completed its acquisition of Lee Container Corporation, Inc. (“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”). Lee Container is an industry-leading manufacturer of high-performance barrier, conventional blow molded containers, jerrycans and small plastics. The total purchase price for this acquisition, net of cash acquired, was $302.8 million. The Company incurred transaction costs of $5.1 million to complete this acquisition.

The following table summarizes the consideration transferred to acquire Lee Container and the preliminary valuation of identifiable assets acquired and liabilities assumed at the acquisition date:


(in millions)	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments (1)		Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration	$	302.8	$	0.2	$	303.0

Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	21.9	$	(0.4)	$	21.5
Inventories	27.5		(1.0)		26.5
Prepaid and other current assets	0.5		0.1		0.6
Intangibles	133.5		—		133.5
Finance lease assets	32.4		1.0		33.4

Properties, plants and equipment	54.7		—		54.7
Total assets acquired	270.5		(0.3)		270.2

Accounts payable	(3.9)		—		(3.9)
Accrued payroll and employee benefits	(1.3)		—		(1.3)
Other current liabilities	(3.1)		2.8		(0.3)
Finance lease liabilities	(30.6)		(2.8)		(33.4)


Total liabilities assumed	(38.9)		—		(38.9)
Total identifiable net assets	$	231.6	(0.3)		231.3
Goodwill	$	71.2	$	0.5	$	71.7

The Company recognized goodwill related to this acquisition of $71.7 million. The goodwill recognized in this acquisition was attributable to the acquired assembled workforce, expected synergies, and economies of scale, none of which qualify for recognition as a separate intangible asset. Lee Container is reported within the Global Industrial Packaging segment to which the goodwill was assigned. The goodwill is expected to be deductible for tax purposes.

The cost approach was used to determine the fair value for building improvements and equipment. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned building improvements a useful life ranging from 1 year to 9 years and equipment a useful life ranging from 1 year to 19 years. Acquired property, plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis.

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(in millions)	Final Purchase Price Allocation		Weighted Average Estimated Useful Life
Customer relationships	$	120.0	15.0
Trademarks	13.5		5.0
Total intangible assets	$	133.5

The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed, including income taxes and contingencies. The Company expects to finalize these amounts within one year of the acquisition date. The estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the acquisition date, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition.

Lee Container’s results of operations have been included in the Company’s financial statements for the period subsequent to the acquisition date of December 15, 2022. Lee Container contributed net sales of $38.4 million and $56.3 million for the three and six months ended April 30, 2023, respectively.

Pro Forma Results

The following unaudited supplemental pro forma data presents consolidated information as if the Centurion Acquisition and Lee Container Acquisition had been completed on November 1, 2021. These amounts were calculated after adjusting Centurion’s and Lee Container’s results to reflect interest expense incurred on the debt to finance the acquisitions, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2021, the adjusted tax expense, and related transaction costs.


	Three Months Ended April 30,				Six Months Ended April 30,
(in millions, except per share amounts)	2023		2022		2023		2022
Pro forma net sales	$	1,326.2	$	1,738.9	$	2,637.8	$	3,363.2
Pro forma net income attributable to Greif, Inc.	113.1		130.6		216.3		140.4
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	1.95	$	2.19	$	3.73	$	2.36
Class B common stock	$	2.92	$	3.29	$	5.58	$	3.53
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	1.93	$	2.18	$	3.70	$	2.35
Class B common stock	$	2.92	$	3.29	$	5.58	$	3.53

The unaudited supplemental pro forma financial information is based on the Company’s preliminary assignment of purchase price and therefore subject to adjustment upon finalizing the purchase price assignment. The pro forma data should not be considered indicative of the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor are they indicative of future results.

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Mandatorily Redeemable Noncontrolling Interests

At the commencement of the 2023 fiscal year, the terms of the joint venture agreement for one joint venture within the Global Industrial Packaging reportable segment include mandatory redemption by the Company, in cash, of the noncontrolling interest holders’ equity at a formulaic price after the expiration of a lockout period specific to each noncontrolling interest holder. The Company redeemed the 5.2% outstanding equity interest of the noncontrolling interest holder in this joint venture on January 26, 2023 for $3.3 million.

Redeemable Noncontrolling Interests

At the commencement of the 2023 fiscal year, the terms of the joint venture agreement for one joint venture within the Paper Packing & Services reportable segment include a put option for the noncontrolling interest owners to have the right to put all or a portion of those noncontrolling interests to the Company at a formulaic price after a set period of time. On March 31, 2023, the noncontrolling interest owner exercised their put option for all of their ownership interests. The Company made a payment for $3.6 million to the noncontrolling interest owner for the 20.0% outstanding equity interest.

Divestitures

Tama Divestiture

During the first quarter of 2023, the Company completed its divestiture of a U.S. business in the Paper Packaging & Services segment, Tama Paperboard, LLC (the “Tama Divestiture”), for current net cash proceeds of $100.2 million. The Tama Divestiture did not qualify as discontinued operations as it did not represent a strategic shift that has had a major impact on the Company’s operations or financial results. The Tama Divestiture resulted in a $54.6 million gain on sale of business, including goodwill allocated to the sale of $22.5 million.

NOTE 23 — RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ending restructuring reserve balances for the six months ended April 30, ~~2022:~~2023:


(in millions)	(in millions)	Employee Separation Costs		Other Costs		Total		(in millions)	Employee Separation Costs		Other Costs		Total
Balance at October 31, 2021		$	18.6	$	1.7	$	20.3
Balance at October 31, 2022								Balance at October 31, 2022	$	11.2	$	1.1	$	12.3
Costs incurred and charged to expense	Costs incurred and charged to expense	3.9		3.3		7.2		Costs incurred and charged to expense	2.7		2.1		4.8
Costs paid or otherwise settled	Costs paid or otherwise settled	(9.6)		(3.8)		(13.4)		Costs paid or otherwise settled	(2.5)		(2.4)		(4.9)
Balance at April 30, 2022		$	12.9	$	1.2	$	14.1
Balance at April 30, 2023								Balance at April 30, 2023	$	11.4	$	0.8	$	12.2

The focus for restructuring activities in ~~2022~~2023 is to optimize operations and close under-performing assets.

During the three months ended April 30, ~~2022,~~2023, the Company recorded restructuring charges of ~~$3.7~~$2.4 million, as compared to ~~$12.0~~$3.7 million of restructuring charges recorded during the three months ended April 30, ~~2021.~~2022. The restructuring activity for the three months ended April 30, ~~2022~~2023 consisted of ~~$2.3~~$1.6 million in employee separation costs and ~~$1.4~~$0.8 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.

During the six months ended April 30, ~~2022,~~2023, the Company recorded restructuring charges of ~~$7.2~~$4.8 million, as compared to ~~$15.1~~$7.2 million of restructuring charges recorded during the six months ended April 30, ~~2021.~~2022. The restructuring activity for the six months ended April 30, ~~2022~~2023 consisted of ~~$3.9~~$2.7 million in employee separation costs and ~~$3.3~~$2.1 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.

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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 ~~$10.9~~$14.8 million as of April 30, ~~2022:~~2023:


(in millions)	(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the Six Months Ended April 30, 2022		Amounts Remaining to be Incurred		(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the Six Months Ended April 30, 2023		Amounts Remaining to be Incurred
Global Industrial Packaging	Global Industrial Packaging							Global Industrial Packaging
Employee separation costs	Employee separation costs	$	10.1	$	3.3	$	6.8	Employee separation costs	$	5.4	$	1.7	$	3.7
Other restructuring costs	Other restructuring costs	3.7		1.5		2.2		Other restructuring costs	2.2		1.2		1.0
		13.8		4.8		9.0			7.6		2.9		4.7
Paper Packaging & Services	Paper Packaging & Services							Paper Packaging & Services
Employee separation costs	Employee separation costs	1.1		0.6		0.5		Employee separation costs	4.6		1.0		3.6
Other restructuring costs	Other restructuring costs	3.2		1.8		1.4		Other restructuring costs	7.4		0.9		6.5
		4.3		2.4		1.9			12.0		1.9		10.1

		$	18.1	$	7.2	$	10.9		$	19.6	$	4.8	$	14.8

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NOTE 34 — LONG-TERM DEBT

Long-term debt is summarized as follows:


(in millions)	(in millions)	April 30, 2022		October 31, 2021		(in millions)	April 30, 2023		October 31, 2022
2022 Credit Agreement - Term Loans	2022 Credit Agreement - Term Loans	$	1,615.0	$	—	2022 Credit Agreement - Term Loans	$	1,534.2	$	1,565.0
2019 Credit Agreement - Term Loans		—		1,247.3
Senior Notes due 2027		—		495.9
Accounts receivable credit facilities	Accounts receivable credit facilities	380.6		391.1		Accounts receivable credit facilities	353.2		311.4
2022 Credit Agreement - Revolving Credit Facility	2022 Credit Agreement - Revolving Credit Facility	85.3		—		2022 Credit Agreement - Revolving Credit Facility	406.5		41.9
2019 Credit Agreement - Revolving Credit Facility		—		50.5
Other debt	Other debt	0.4		0.6		Other debt	0.3		0.4
		2,081.3		2,185.4			2,294.2		1,918.7
Less: current portion	Less: current portion	80.8		120.3		Less: current portion	80.8		71.1
Less: deferred financing costs	Less: deferred financing costs	9.2		10.3		Less: deferred financing costs	7.3		8.3
Long-term debt, net	Long-term debt, net	$	1,991.3	$	2,054.8	Long-term debt, net	$	2,206.1	$	1,839.3

2022 Credit Agreement

~~On March 1, 2022, the~~The Company and certain of its subsidiaries ~~entered into~~are parties to a ~~second 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 Company's previous credit agreement, referred to as the "2019 Credit Agreement".~~

The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a ~~$1,100~~$1,100.0 million secured term loan A-1 facility with quarterly principal installments ~~commencing~~that commenced on July 31, 2022 and ~~continuing~~continue 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~~that commenced on July 31, 2022 and ~~continuing~~continue through January 31, 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~~Subject to the ~~combination~~terms of the ~~outstanding balances of~~2022 Credit Agreement, the ~~secured term A-2 and A-3 loans under the 2019 Credit Agreement.~~

~~The~~ Company ~~used the borrowings~~has an option to borrow additional funds under the 2022 Credit Agreement ~~on March 1, 2022, to redeem~~with the ~~Senior Notes due 2027, and to repay and refinance all~~agreement of 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. lenders.

Interest is based on Secured Overnight Financing Rate ~~("SOFR"~~(“SOFR”) plus a credit spread adjustment ~~Euro Interbank Offer Rate ("EURIBOR")~~ or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on ~~our~~the Company’s leverage ratio. ~~Subject to the terms of the 2022 Credit Agreement, the Company has an option to add borrowings to the 2022 Credit Agreement with the agreement of the lenders.~~

As of April 30, ~~2022, $1,700.3~~2023, $1,940.7 million was outstanding under the 2022 Credit Agreement. The current portion was $80.8 million, and the long-term portion was ~~$1,619.5~~$1,859.9 million. The weighted average interest rate for borrowings under the 2022 Credit Agreement was ~~1.45%~~5.38% for the six months ended April 30, ~~2022.~~2023. The actual interest rate for borrowings under the 2022 Credit Agreement was ~~1.74%~~6.19% as of April 30, ~~2022.~~2023. The deferred financing costs associated with the term loan portion of the 2022 Credit Agreement totaled ~~$9.2~~$7.3 million as of April 30, ~~2022~~2023 and are recorded as a reduction of long-term debt on the interim condensed consolidated balance sheets. The deferred financing costs associated with the ~~revolver~~revolving portion of the 2022

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Credit Agreement totaled ~~$5.1~~$4.0 million as of April 30, ~~2022~~2023 and are recorded within other long-term assets on the interim condensed consolidated balance sheets.

As2023 Credit Agreement

Subsequent to the quarter, on May 17, 2023, the Company and Greif Packing LLC (“Greif Packaging”) entered into a ~~result~~$300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with CoBank, ACB (“CoBank”), who acted as a lender and is acting as administrative agent of the ~~refinancing, $0.7 million of unamortized deferred financing costs related to the 2019~~2023 Credit Agreement. The 2023 Credit Agreement ~~and $2.8 million~~is permitted incremental equivalent debt under the terms of ~~newly incurred financing costs related to~~ the 2022 Credit Agreement. The 2023 Credit Agreement ~~were expensed as debt extinguishment charges in~~provides for a $300.0 million secured term loan facility with quarterly principal installments commencing on July 31, 2023 and continuing through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028. The Company used the ~~interim condensed consolidated statements of income.~~

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~~Senior Notes due 2027~~

~~On March 1, 2022,~~borrowing under the Company redeemed all of its outstanding Senior Notes due 2027, which were issued by the Company on February 11, 2019, for $500.0 million. The total redemption price for the Senior Notes due 2022 was $516.3 million, which was equal2023 Credit Agreement to ~~the aggregate principal payment outstanding of $500.0 million plus~~repay and refinance a ~~call premium of $16.3 million. The premium was recognized as a debt extinguishment charges on the interim condensed consolidated statements of income. The payment~~portion of the ~~redemption price was funded by~~outstanding borrowings under the 2022 Credit Agreement.

AsInterest accruing under the 2023 Credit Agreement is based on SOFR plus a ~~result of redeeming the Senior Notes due 2027, $1.8 million of unamortized deferred financing costs and $3.8 million of unamortized discount were expensed as debt extinguishment charges~~credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on the ~~interim condensed consolidated statements of income.~~Company’s leverage ratio.

United States Trade Accounts Receivable Credit Facility

~~On May 17, 2022,~~ Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging, ~~LLC (“Greif Packaging”),~~ and certain other U.S. subsidiaries of the Company are parties to an amended and restated ~~its~~ U.S. ~~receivables financing facility~~Receivables Financing Facility Agreement (the “U.S. ~~Receivables Facility”~~RFA”). ~~Prior to this amendment,~~On May 17, 2023, the ~~maximum availability was $275.0 million. The U.S. Receivables Facility has a~~ maturity date of the U.S. RFA was extended to May 17, ~~2023 and~~2024. The U.S. RFA provides an accounts receivable financing facility of $300.0 million. As of April 30, ~~2022,~~2023, there was ~~$275.0~~$258.3 million outstanding under the U.S. Receivables Facility that is reported as 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.RFA.

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 April 20, 2022,~~ 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"~~“European RFA”) with affiliates of a major international bank. ~~The amended and restated~~On April 14, 2023, the maturity date of the European RFA ~~matures~~was extended to April ~~24, 2023.~~23, 2024. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($~~105.6~~110.4 million as of April 30, ~~2022)~~2023) secured by certain European accounts receivable. ~~The $105.6~~As of April 30, 2023, $95.0 million was outstanding on the European RFA as of April 30, 2022 is reported as 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.RFA.

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NOTE 45 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of April 30, ~~2022~~2023 and October 31, ~~2021:~~2022:


		April 30, 2022																	April 30, 2023
		Assets								Liabilities									Assets								Liabilities
(in millions)	(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Interest rate derivatives	Interest rate derivatives	$	—	$	29.8	$	—	$	29.8	$	—	$	(1.6)	$	—	$	(1.6)	Interest rate derivatives	$	—	$	49.8	$	—	$	49.8	$	—	$	(10.0)	$	—	$	(10.0)
Foreign exchange hedges	Foreign exchange hedges	—		2.1		—		2.1		—		(0.5)		—		(0.5)		Foreign exchange hedges	—		1.1		—		1.1		—		(2.6)		—		(2.6)
Insurance annuity	Insurance annuity	—		—		19.0		19.0		—		—		—		—		Insurance annuity	—		—		19.7		19.7		—		—		—		—
Cross currency swap	Cross currency swap	—		30.0		—		30.0		—		—		—		—		Cross currency swap	—		15.5		—		15.5		—		(3.2)		—		(3.2)

		October 31, 2021																	October 31, 2022
		Assets								Liabilities									Assets								Liabilities
(in millions)	(in millions)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total		(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)	Interest rate derivatives	$	—	$	72.1	$	—	$	72.1	$	—	$	(1.0)	$	—	$	(1.0)
Foreign exchange hedges	Foreign exchange hedges	—		0.1		—		0.1		—		(0.1)		—		(0.1)		Foreign exchange hedges	—		—		—		—		—		(0.2)		—		(0.2)
Insurance annuity	Insurance annuity	—		—		20.9		20.9		—		—		—		—		Insurance annuity	—		—		17.8		17.8		—		—		—		—
Cross currency swap	Cross currency swap	—		10.2		—		10.2		—		(1.2)		—		(1.2)		Cross currency swap	—		46.8		—		46.8		—		—		—		—

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of April 30, ~~2022~~2023 and October 31, ~~2021~~2022 approximate their fair values because of the short-term nature of these items and are not included in this table.

Interest Rate Derivatives

~~The~~As of April 30, 2023, the Company has various ~~borrowing facilities which charge interest based on the one-month U.S. dollar LIBOR and SOFR rate plus a spread.~~

~~In 2022, the Company entered into 3~~ interest rate swaps with a total notional amount of ~~$150.0~~$1,300.0 million, ~~that amortize to $30.0 million over a five-year term,~~ maturing onbetween March ~~1, 2027. The outstanding notional amount as of April 30, 2022 is $150.0 million.~~11, 2024 and July 16, 2029. The Company ~~receives~~will receive variable rate interest payments based upon one-month U.S. dollar SOFR, and in return the Company iswill be obligated to pay interest at a ~~weighted-average~~weighted average fixed interest rate of ~~2.21% plus a spread.~~2.62%. This effectively ~~converted~~will convert the borrowing rate on an amount of debt equal to the ~~outstanding~~ notional amount of the interest rate ~~swap~~swaps from a variable rate to a fixed rate.

In 2020, 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 April 30, 2022 is $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 3 interest rate swaps with a notional amount of $300.0 million that matured on February 1, 2022. The Company received variable rate interest payments based upon one-month U.S. dollar LIBOR, and in return the Company was 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 ~~are~~is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. See Note 1112 to the interim condensed consolidated financial statements for additional 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~~SOFR and interest paid based upon a designated fixed rate over the life of the swap agreements.

~~Losses~~Gains (losses) reclassified to earnings under these contracts were ~~$3.3~~$6.6 million and ~~$4.3~~$(3.3) million for the three months ended April 30, 2023, and 2022, ~~and 2021,~~ respectively. ~~Losses~~Gains (losses) reclassified to earnings under these contracts were ~~$7.6~~$11.3 million and ~~$8.7~~$(7.6) million for the six months ended April 30, ~~2022,~~2023, and ~~2021,~~2022, respectively. A derivative gain of ~~$3.3~~$27.7 million, based upon interest rates at April 30, ~~2022,~~2023, is expected to be reclassified from accumulated other comprehensive income (loss) to earnings in the next twelve months.

Foreign Exchange Hedges

The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows. As of April 30, ~~2022,~~2023, and October 31, ~~2021,~~2022, the Company had outstanding foreign currency forward contracts in the notional amount of ~~$119.3~~$155.7 million and ~~$81.8~~$132.1 million, respectively.

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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.

For the three months ended April 30, ~~2022,~~2023, and ~~2021,~~2022, the Company recorded a realized gain ~~(loss)~~ of ~~$0.3~~$0.6 million and ~~$(0.6)~~$0.3 million under fair value contracts in other expense, net. For the six months ended April 30, ~~2022,~~2023, and ~~2021,~~2022, the Company recorded realized ~~gains (losses)~~gain (loss) of ~~$(2.1)~~$0.7 million and ~~$1.3~~$(2.1) million under fair value contracts in other expense, net.

For the three months ended April 30, ~~2022,~~2023, and ~~2021,~~2022, the Company recorded an unrealized net gain ~~(loss)~~ of ~~$0.6~~$1.3 million and ~~$(0.6)~~$0.6 million in other expense, net. For the six months ended April 30, ~~2022,~~2023, and ~~2021,~~2022, the Company recorded an unrealized net gain (loss) of ~~$1.6~~$(1.5) million and ~~$(1.2)~~$1.6 million in other expense, net.

Cross Currency Swap

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

~~In October 2021,~~ As of April 30, 2023, the Company ~~entered into 2~~has various cross currency interest rate ~~swap agreements~~swaps that synthetically swap ~~$116.8~~$319.3 million of fixed rate debt to Euro denominated fixed rate ~~debt at~~debt. The Company receives a weighted average rate of ~~1.26%.~~1.39% on these swaps. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature inbetween March 2, 2024 and October 5, 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 2 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.

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 1112 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 the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income. The assumptions used in measuring fair value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States dollar exchange rate market.

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For the three months ended April 30, ~~2022~~2023 and ~~2021,~~2022, gains recorded in interest expense, net under the cross currency swap agreements were ~~$1.4~~$1.2 million and ~~$0.6 million, respectively.~~$1.4 million. For the six months ended April 30, ~~2022~~2023 and ~~2021,~~2022, gains recorded in interest expense, net under the cross currency swap agreements were ~~$2.8~~$2.6 million and ~~$1.2 million, respectively.~~$2.8 million.

Other Financial Instruments

The fair values of the Company’s 2022 Credit Agreement, the U.S. Receivables Facility and the European RFA do not materially differ from carrying value ~~because~~as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ~~Accounting Standard Codification ("ASC")~~ASC Topic 820, ~~"Fair~~“Fair Value Measurements and Disclosures."”

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Non-Recurring Fair Value Measurements

~~The Company recognized asset impairment charges of $62.4 million and $1.5 million during the six months ended April 30, 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 six months ended April 30, ~~2022~~2023 and ~~2021:~~2022:

Quantitative Information about Level 3
Fair Value Measurements

(in millions)

Impairment Amount

Valuation
Technique

Unobservable
Input

Range of
Input
Values

April 30, 2023

Long Lived Assets

1.8

Discounted Cash Flows; Indicative Bids

N/A

Total

1.8

April 30, 2022

Net Assets Held for Sale

62.4

Indicative Bids

N/A

Total

62.4

~~April 30, 2021~~

~~Long Lived Assets~~

~~1.5~~

~~Discounted Cash Flows; Indicative Bids~~

~~N/A~~

~~Total~~

~~1.5~~

Assets and Liabilities Held for Sale

~~On December 31, 2021,~~During the six months ended April 30, 2023, the Company recorded no impairment charges related to assets and liabilities held for sale. During the six months ended April 30, 2022, the Company entered into a definitive agreement to divest its approximately 50% equity interest in the Flexible Products & Services business (the ~~"FPS Divestiture"~~“FPS Divestiture”). This agreement triggered the reclassification of the Flexible Products & Services business to assets and liabilities held for sale, which further resulted in recognized impairment charges of $62.4 million in the first quarter of 2022. See Note 13 to the interim condensed consolidated financial statements for additional disclosures of the FPS Divestiture. During the six months ended April 30, 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$1.8 million impairment charges related to ~~both~~ properties, plants and equipment, net ~~and intangible assets~~ during the six months ended April 30, ~~2022~~2023 and ~~$1.5 million~~no impairment charges related to ~~both~~ properties, plants and equipment, net ~~and intangible assets~~ during the six months ended April 30, ~~2021,~~2022, 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.

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NOTE 56 – STOCK-BASED COMPENSATION

Long-Term Incentive Plan

The ~~Company's~~Company’s 2020 Long-Term Incentive Plan (the ~~"2020 LTIP"~~“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~~Company’s dividend issuance and settled upon vesting of the award.

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The Company granted ~~99,006~~105,753 RSUs on December ~~16, 2021,~~14, 2022, for the performance period commencing on November 1, ~~2021~~2022 and ending October 31, ~~2024.~~2025. The weighted average fair value of the RSUs granted on that date was ~~$60.54.~~$68.99.

During 2023, the Company issued 76,005 shares of Class A Common Stock excluding shares withheld for the payment of taxes owed by recipients for RSUs vested for the performance period commenced on November 1, 2020 and ended October 31, 2022.

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 (a) earnings before interest, taxes, depreciation, depletion and amortization and (b) 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 ~~162,392~~183,218 PSUs on December ~~16, 2021,~~14, 2022, for the performance period commencing on November 1, ~~2021~~2022 and ending October 31, ~~2024.~~2025. 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 ~~$60.08.~~$70.06. The weighted average fair value of the PSUs at April 30, ~~2022~~2023 was ~~$86.80.~~$74.09.

During 2023, the Company issued 256,053 shares of Class A Common Stock excluding shares withheld for the payment of taxes owed by recipients for PSUs vested for the performance period commenced on November 1, 2020 and ended October 31, 2022.

NOTE 67 — INCOME TAXES

Income tax expense for the quarter and year to date periods was computed in accordance with ASC 740-270 ~~"Income~~“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. The ~~Company's~~Company’s 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.

For the six months ended April 30, ~~2022~~2023 and April 30, ~~2021,~~2022, income tax expense was ~~$65.5~~$76.8 million and ~~$23.4~~$65.5 million, respectively. The ~~$42.1~~$11.3 million net increase in income tax expense for the six months ended April 30, ~~2022~~2023 was primarily ~~the result~~attributable to $18.8 million increased tax expense associated with business divestitures, $2.7 million fewer benefits from releases of ~~an increase in~~uncertain tax positions and $1.4 million of miscellaneous other items; offset by $11.6 million reduced tax expense on lower pre-tax book ~~earnings, changes~~income excluding the book gain on business divestiture. Additionally, in the expected mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, and the timing of recognition of the related tax expense under ASC740-270. Additionally,2022, a ~~net~~ $60.4 million book expense was recorded related to the FPS Divestiture and other businesses for which ~~there is expected to be~~ no tax ~~benefit.~~benefit was recorded.

NOTE 78 — POST RETIREMENT BENEFIT PLANS

The components of net periodic pension cost include the following:

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		Three Months Ended April 30,				Six Months Ended April 30,					Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Service cost	Service cost	$	3.0	$	3.1	$	6.0	$	6.2	Service cost	$	2.0	$	3.0	$	4.0	$	6.0
Interest cost	Interest cost	5.1		4.6		10.2		9.1		Interest cost	8.7		5.1		17.4		10.2
Expected return on plan assets	Expected return on plan assets	(8.3)		(8.1)		(16.5)		(16.0)		Expected return on plan assets	(9.7)		(8.3)		(19.4)		(16.5)
Amortization of prior service cost	Amortization of prior service cost	(0.1)		(0.1)		(0.2)		(0.1)		Amortization of prior service cost	(0.1)		(0.1)		(0.2)		(0.2)
Recognized net actuarial loss	Recognized net actuarial loss	2.0		3.7		4.0		7.5		Recognized net actuarial loss	(0.6)		2.0		(1.1)		4.0
Net periodic pension cost	Net periodic pension cost	$	1.7	$	3.2	$	3.5	$	6.7	Net periodic pension cost	$	0.3	$	1.7	$	0.7	$	3.5

As previously disclosed in the ~~Company's Annual Report on~~Company’s 2022 Form 10-K, ~~for the year ended October 31, 2021,~~ the Company expects to make employer contributions of ~~$35.5~~$28.4 million, including benefits paid directly by the Company, during ~~2022.~~2023.

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~~“Other income, ~~net"~~net” in the interim condensed consolidated statements of income.

During the six months ended April 30, 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 $6.0 million and $7.5 million for the three and six months ended April 30, 2021 were made from the defined benefit plan assets to certain participants who agreed to such payments, representing the current fair value

Table 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 $107.5 million and a non-cash pension settlement charge of $0.1 million and $8.6 million of unrecognized net actuarial loss included in accumulated other comprehensive loss for the three and six months ended April 30, 2021.Contents

NOTE 89 — 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.

Environmental Reserves

As of April 30, ~~2022,~~2023, and October 31, ~~2021,~~2022, the ~~Company's~~Company’s environmental reserves were ~~$20.3~~$19.8 million and ~~$19.5~~$19.0 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 April 30, ~~2022~~2023 and October 31, ~~2021,~~2022, the Company has accrued ~~$11.0~~$9.8 million for the Diamond Alkali Superfund Site in New Jersey.

Aside from the Diamond Alkali Superfund Site, other environmental reserves of the Company as of April 30, ~~2022~~2023 and October 31, ~~2021~~2022 included ~~$9.3~~$10.0 million and ~~$8.5~~$9.2 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.

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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 910 — 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 1one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.

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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 April 30,				Six Months Ended April 30,					Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
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.	$	125.1	$	149.8	$	135.4	$	173.2	Net income attributable to Greif, Inc.	$	111.2	$	125.1	$	201.1	$	135.4
Cash dividends	Cash dividends	(27.4)		(26.3)		(54.6)		(52.2)		Cash dividends	(29.0)		(27.4)		(57.9)		(54.6)
Undistributed earnings attributable to Greif, Inc.	Undistributed earnings attributable to Greif, Inc.	$	97.7	$	123.5	$	80.8	$	121.0	Undistributed earnings attributable to Greif, Inc.	$	82.2	$	97.7	$	143.2	$	80.8

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

In June 2022, the Stock Repurchase Committee of the Company’s Board of Directors authorized a program to repurchase up to $150.0 million of shares of the Company’s Class A or Class B Common Stock or any combination thereof. On June 23, 2022, the Company entered into a $75.0 million accelerated share repurchase agreement (“ASR”) with Bank of America, N.A. for the repurchase of shares of the Company’s Class A Common Stock. In addition, at that time the Company initiated a plan to repurchase an aggregate of $75.0 million of shares of its Class A or Class B Common Stock, or any combination thereof, in open market purchases (“OSR program”). The OSR program was completed on May 26, 2023.

Under the ASR, on June 24, 2022, the Company made a payment of $75.0 million and received an initial delivery of approximately 80% of the expected share repurchases, or 1,021,451 shares of Class A Common Stock. On February 28, 2023, the Company received the remaining 94,259 shares of Class A Common Stock.

The Company began making repurchases of Class B Common Stock under the OSR program on September 9, 2022 and repurchases of Class A Common Stock under the OSR program on March 16, 2023 in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934. As of April 30, 2023, $25.0 million of shares of Class A Common Stock, or 406,343 shares, and $45.7 million of shares of Class B Common Stock, or 619,804 shares, had been repurchased under the OSR program. Subsequent to the quarter, during May 2023, the Company purchased $4.3 million of shares of Class B Common Stock, or 56,794 shares, which completed the OSR program.

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


		Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares		Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares
April 30, 2022
April 30, 2023						April 30, 2023
Class A Common Stock	Class A Common Stock	128,000,000	42,281,920	26,627,738	15,654,182	Class A Common Stock	128,000,000	42,281,920	25,473,248	16,808,672
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	21,387,921	13,172,079

October 31, 2021
October 31, 2022						October 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	25,606,287	16,675,633
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	21,836,745	12,723,255

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


		Three Months Ended April 30,		Six Months Ended April 30,			Three Months Ended April 30,		Six Months Ended April 30,
		2022	2021	2022	2021		2023	2022	2023	2022
Class A Common Stock:	Class A Common Stock:					Class A Common Stock:
Basic shares	Basic shares	26,618,116	26,544,197	26,596,024	26,500,134	Basic shares	25,771,973	26,618,116	25,712,178	26,596,024
Assumed conversion of restricted shares	Assumed conversion of restricted shares	194,898	120,050	180,522	102,616	Assumed conversion of restricted shares	413,922	194,898	274,499	180,522
Diluted shares	Diluted shares	26,813,014	26,664,247	26,776,546	26,602,750	Diluted shares	26,185,895	26,813,014	25,986,677	26,776,546
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	21,495,741	22,007,725	21,608,671	22,007,725

NOTE 1011 — LEASES

The Company leases certain buildings, warehouses, land, transportation equipment, operating equipment, and office equipment with remaining lease terms from less than 1 year up to 2019 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~~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 April 30, ~~2022,~~2023, 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 six months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended April 30,				Six Months Ended April 30,					Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Operating lease cost	Operating lease cost	$	16.7	$	17.2	$	33.7	$	34.5	Operating lease cost	$	16.1	$	16.7	$	31.0	$	33.7
Finance lease cost - amortization										Finance lease cost - amortization	1.1		0.2		1.8		1.0
Finance lease cost - interest										Finance lease cost - interest	0.6		—		1.0		—
Other lease cost*	Other lease cost*	6.3		7.0		12.0		12.7		Other lease cost*	5.8		6.1		13.2		11.0
Total lease cost	Total lease cost	$	23.0	$	24.2	$	45.7	$	47.2	Total lease cost	$	23.6	$	23.0	$	47.0	$	45.7
*includes variable, short-term, and finance lease costs
*includes variable and short-term lease costs										*includes variable and short-term lease costs

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~~Future~~The following table presents the future maturity for the ~~Company's~~Company’s lease liabilities, during the next five years, and in the aggregate for the years thereafter ~~are~~ as ~~follows:~~of April 30, 2023:


(in millions)	(in millions)	April 30, 2022		(in millions)	Operating Leases		Finance Leases		Total expected payments
2022		$	62.9
2023	2023	56.5		2023	$	58.3	$	5.8	$	64.1
2024	2024	47.1		2024	51.7		5.8		57.5
2025	2025	41.4		2025	45.6		5.5		51.1
2026	2026	33.5		2026	37.6		5.4		43.0
2027				2027	28.7		5.2		33.9
Thereafter	Thereafter	110.0		Thereafter	97.8		17.5		115.3
Total lease payments	Total lease payments	$	351.4	Total lease payments	$	319.7	$	45.2	$	364.9
Less: interest	Less: interest	(85.7)		Less: interest	(44.2)		(12.2)		(56.4)
Lease liabilities	Lease liabilities	$	265.7	Lease liabilities	$	275.5	$	33.0	$	308.5

The following table presents the weighted-average lease term and discount rate as of April 30, ~~2022~~2023 and ~~2021:~~2022:

April 30,
2022 April 30,
2021
Weighted-average remaining lease term (years) for operating lease liabilities 10.2 10.7
Weighted-average discount rate for operating lease liabilities 3.60 % 3.66 %


	April 30, 2023		April 30, 2022
Weighted-average remaining lease term (years):
Operating leases	9.5		10.2
Finance leases	8.1		2.8
Weighted-average discount rate:
Operating leases	4.14	%	3.60	%
Finance leases	6.31	%	3.35	%

The following table presents other required lease related information for the three and six months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended April 30,				Six Months Ended April 30,					Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Cash paid for amounts included in the measurement of lease liabilities:										Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating liabilities	Operating cash flows used for operating liabilities	$	17.0	$	17.2	$	34.1	$	34.6	Operating cash flows used for operating liabilities	$	16.1	$	17.0	$	31.1	$	34.1
Financing cash flows used for finance leases										Financing cash flows used for finance leases	1.0		0.3		1.7		0.6
Leased assets obtained in exchange for new lease liabilities:										Leased assets obtained in exchange for new lease liabilities:
Leased assets obtained in exchange for new operating lease liabilities	Leased assets obtained in exchange for new operating lease liabilities	4.3		11.7		12.0		13.6		Leased assets obtained in exchange for new operating lease liabilities	42.5		4.3		47.2		12.0
Leased assets obtained in exchange for new finance lease liabilities										Leased assets obtained in exchange for new finance lease liabilities	—		—		33.7		0.3

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NOTE 1112 — COMPREHENSIVE INCOME (LOSS)

The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, ~~2022:~~2023:

(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) (74.9) 35.9 6.5 (32.5)
Foreign currency translation released from business divestment 113.1 — — 113.1
Balance as of April 30, 2022 $ (257.2) $ 32.3 $ (51.0) $ (275.9)


(in millions)	Foreign Currency Translation		Derivative Financial Instruments		Minimum Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2022	$	(316.5)	$	72.8	$	(58.6)	$	(302.3)
Other comprehensive income (loss)	48.8		(30.8)		(3.8)		14.2
Balance as of April 30, 2023	$	(267.7)	$	42.0	$	(62.4)	$	(288.1)

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The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, ~~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 33.6 11.4 47.1 92.1
Balance as of April 30, 2021 $ (261.3) $ (13.3) $ (60.8) $ (335.4)


(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)	(74.9)		35.9		6.5		(32.5)
Foreign currency translation released from business divestment	113.1		—		—		113.1
Balance as of April 30, 2022	$	(257.2)	$	32.3	$	(51.0)	$	(275.9)

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

NOTE 1213 — BUSINESS SEGMENT INFORMATION

The Company has 6six operating segments, which are aggregated into 3three reportable business segments: Global Industrial Packaging; Paper Packaging & Services; and Land Management.

The Company’s reportable business segments offer different products and 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 ~~2021~~2022 Form 10-K.

On March 31, 2023, the Company completed the Centurion Acquisition. Centurion is a leader in the North American IBC reconditioning industry involved in IBC rebottling, reconditioning and distribution, which complement the Company’s Global Industrial Packaging specialty portfolio. The results of Centurion are recorded within the Global Industrial Packaging segment while the Company evaluates the impact of the Centurion Acquisition on its reportable business segments.

On December 15, 2022, the Company completed the Lee Container Acquisition. Lee Container is an industry-leading manufacturer of high-performance barrier, conventional blow molded containers, jerrycans and small plastics, which complement the Company’s Global Industrial Packaging specialty portfolio. The results of Lee Container are recorded within the Global Industrial Packaging segment while the Company evaluates the impact of the Lee Container Acquisition on its reportable business segments.

The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2023:


	Three Months Ended April 30, 2023
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging	$	282.1	$	338.2	$	127.9	$	748.2
Paper Packaging & Services	544.6		—		10.2		554.8
Land Management	5.9		—		—		5.9
Total net sales	$	832.6	$	338.2	$	138.1	$	1,308.9

	Six Months Ended April 30, 2023
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging	$	541.4	$	653.0	$	259.6	$	1,454.0
Paper Packaging & Services	1,095.1		—		19.9		1,115.0
Land Management	10.9		—		—		10.9
Total net sales	$	1,647.4	$	653.0	$	279.5	$	2,579.9

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The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2022:


	Three Months Ended April 30, 2022
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging	$	345.1	$	459.2	$	167.4	$	971.7
Paper Packaging & Services	678.5		—		10.8		689.3
Land Management	6.3		—		—		6.3
Total net sales	$	1,029.9	$	459.2	$	178.2	$	1,667.3

	Six Months Ended April 30, 2022
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Global Industrial Packaging	$	663.9	$	916.5	$	340.4	$	1,920.8
Paper Packaging & Services	1,279.3		—		20.0		1,299.3
Land Management	11.5		—		—		11.5
Total net sales	$	1,954.7	$	916.5	$	360.4	$	3,231.6

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

Three Months Ended April 30, 2021
(in millions) United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Global Industrial Packaging $ 250.3 $ 410.5 $ 137.2 $ 798.0
Paper Packaging & Services 528.4 — 8.6 537.0
Land Management 5.6 — — 5.6
Total net sales $ 784.3 $ 410.5 $ 145.8 $ 1,340.6
Six Months Ended April 30, 2021
(in millions) United States Europe, Middle East and Africa Asia Pacific and Other Americas Total
Global Industrial Packaging $ 453.1 $ 741.0 $ 263.2 $ 1,457.3
Paper Packaging & Services 1,001.9 — 16.0 1,017.9
Land Management 11.9 — — 11.9
Total net sales $ 1,466.9 $ 741.0 $ 279.2 $ 2,487.1

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~~The following~~ segment information is presented for the periods indicated:


		Three Months Ended April 30,				Six Months Ended April 30,					Three Months Ended April 30,				Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		2022		2021		(in millions)	2023		2022		2023		2022
Operating profit:	Operating profit:									Operating profit:
Global Industrial Packaging	Global Industrial Packaging	$	108.0	$	76.4	$	139.0	$	130.4	Global Industrial Packaging	$	111.3	$	108.0	$	157.2	$	139.0
Paper Packaging & Services	Paper Packaging & Services	80.1		27.3		118.4		41.6		Paper Packaging & Services	67.6		80.1		176.7		118.4
Land Management	Land Management	2.0		96.9		4.7		98.6		Land Management	2.2		2.0		3.6		4.7
Total operating profit	Total operating profit	$	190.1	$	200.6	$	262.1	$	270.6	Total operating profit	$	181.1	$	190.1	$	337.5	$	262.1

Depreciation, depletion and amortization expense:	Depreciation, depletion and amortization expense:									Depreciation, depletion and amortization expense:
Global Industrial Packaging	Global Industrial Packaging	$	18.8	$	21.2	$	39.4	$	42.2	Global Industrial Packaging	$	23.2	$	18.8	$	44.6	$	39.4
Paper Packaging & Services	Paper Packaging & Services	35.1		36.9		73.1		74.1		Paper Packaging & Services	32.8		35.1		65.9		73.1
Land Management	Land Management	0.7		0.7		1.5		1.8		Land Management	0.6		0.7		1.2		1.5
Total depreciation, depletion and amortization expense	Total depreciation, depletion and amortization expense	$	54.6	$	58.8	$	114.0	$	118.1	Total depreciation, depletion and amortization expense	$	56.6	$	54.6	$	111.7	$	114.0

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

(in millions) April 30,
2022 October 31,
2021
Assets:
Global Industrial Packaging $ 2,514.5 $ 2,735.1
Paper Packaging & Services 2,522.0 2,506.5
Land Management 250.5 249.2
Total segments 5,287.0 5,490.8
Corporate and other 335.9 325.0
Total assets $ 5,622.9 $ 5,815.8
Long lived assets, net:
United States $ 1,282.2 $ 1,321.8
Europe, Middle East and Africa 311.0 374.5
Asia Pacific and other Americas 100.0 114.3
Total long-lived assets, net $ 1,693.2 $ 1,810.6

~~NOTE 13 — DIVESTITURES~~

During the second quarter of 2022, the Company completed the FPS Divestiture for $123.0 million, before preliminary adjustments at closing of $38.8 million and subject to final adjustments. The Company received net cash proceeds of $131.6 million, inclusive of $24.4 million of cash and cash equivalents deconsolidated as a result of the divestiture.

The gain on sale of businesses, net for the three and six months ended April 30, 2022 was $4.2 million in the Global Industrial Packaging segment, consisting of $4.8 million gain on the sale of an equity method investment with an offsetting loss of $0.6 million due to the FPS divestiture.


(in millions)	April 30, 2023		October 31, 2022
Assets:
Global Industrial Packaging	$	2,885.4	$	2,308.4
Paper Packaging & Services	2,396.4		2,473.9
Land Management	251.7		250.0
Total segments	5,533.5		5,032.3
Corporate and other	378.0		437.6
Total assets	$	5,911.5	$	5,469.9

Long lived assets, net*:
United States	$	1,410.1	$	1,315.6
Europe, Middle East and Africa	321.9		303.7
Asia Pacific and other Americas	90.2		91.6
Total long-lived assets, net	$	1,822.2	$	1,710.9
*includes property, plants and equipment, net, operating lease assets and finance lease assets

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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~~this Quarterly Report on Form 10-Q ~~("this Form 10-Q"~~(this “Form 10-Q”) to the years, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

The discussion and analysis presented below relates to the material changes in financial condition and results of operations for ~~our~~the interim condensed consolidated balance ~~sheets~~sheet as of April 30, ~~2022~~2023 and the condensed consolidated balance sheet as of October 31, ~~2021,~~2022, and for the interim condensed consolidated statements of income for the three and six months ended April 30, ~~2022~~2023 and ~~2021.~~2022. 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, ~~2021~~2022 (the ~~“2021~~“2022 Form 10-K”). Readers are encouraged to review the entire ~~2021~~2022 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 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, (iv) the COVID-19 pandemic could continue to impact any combination of our business, financial condition, results of operations and cash flows, (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 increased inflation may adversely impact our results of operations, (ix) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (x) ~~the frequency and volume of our timber and timberland sales will impact our financial performance, (xi)~~ we may not successfully implement our business strategies, including achieving our growth objectives, ~~(xii)~~(xi) we may encounter difficulties or liabilities arising from acquisitions or divestitures, ~~(xiii)~~(xii) we may incur additional ~~restructuring~~rationalization costs and there is no guarantee that our efforts to reduce costs will be successful, ~~(xiv)~~(xiii) several operations are conducted by joint ventures that we cannot operate solely for our benefit, ~~(xv)~~(xiv) certain of the agreements that govern our joint ventures provide our partners with put or call options, ~~(xvi)~~(xv) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, ~~(xvii)~~(xvi) our business may be adversely impacted by work stoppages and other labor relations matters, ~~(xviii)~~(xvii) 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)~~(xviii) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, ~~(xx)~~(xix) a security breach of customer, employee, supplier or 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)~~(xx) we could be subject to changes to our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, ~~(xxii)~~(xxi) full realization of our deferred tax assets may be affected by a number of factors, ~~(xxiii)~~(xxii) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, ~~(xxiv)~~(xxiii) our pension and 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 material adverse effect on our financial condition and liquidity, (xxiv) changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxv) we may be unable to achieve our greenhouse gas emission

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reduction targets by 2030, (xxvi) legislation/regulation related to environmental and health and safety matters and corporate social responsibility could negatively impact our operations and financial performance, ~~(xxvi)~~(xxvii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, ~~(xxvii)~~and (xxviii) 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, (xxviii) changing climate, global climate change regulations and greenhouse gas effects~~laws.

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~~may adversely affect our operations and financial 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~~2022 Form 10-K and our other filings with the 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 operate in three reportable business segments: Global Industrial Packaging; Paper Packaging & Services; and Land Management.

In the Global Industrial Packaging reportable segment, we are a leading global producer of industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, 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. 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, agriculture, pharmaceutical and minerals, among others.

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

In the Land Management reportable 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")~~HBU land and development land. As of April 30, ~~2022,~~2023, we owned approximately 175,000 acres of timber property in the southeastern United States, which includes 18,800 acres of special use land.

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.

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 ~~2021~~2022 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 ~~2021~~2022 Form ~~10-K.~~

~~Recently Issued~~10-K, except for the inclusion of our business combinations policies as discussed below and ~~Newly Adopted Accounting Standards~~

~~See~~in Note 12 to the interim condensed consolidated financial statements included in Item 1 of this Form ~~10-Q for a detailed description of recently issued and newly adopted accounting standards.~~10-Q.

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Business Combinations

We completed our acquisition of Lee Container Corporation, Inc. (“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”). Lee Container is an industry-leading manufacturer of high-performance barrier, conventional blow molded containers, jerrycans, and small plastics, and this acquisition expanded our Global Industrial Packaging segment portfolio. Lee Container’s results of operations have been included in our financial results for the period subsequent to its acquisition date.

We completed our acquisition of Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), which increased our ownership interest in Centurion from approximately 10% to 80%. Centurion is a leader in the North American IBC reconditioning industry and is involved in IBC rebottling, reconditioning and distribution and expanded the Global Industrial Packaging segment portfolio. Centurion’s results of operations have been included in our financial results for the period subsequent to its acquisition date.

Under the acquisition method of accounting, we allocate the fair value of purchase consideration transferred to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess purchase consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill.

When determining the fair value of assets acquired and liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

See Note 2 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q.

Recently Issued and Newly Adopted Accounting Standards

There have been no new accounting pronouncements issued or adopted since the filing of the 2022 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.

RESULTS OF OPERATIONS

The following comparative information is presented for the three and six months ended April 30, ~~2022~~2023 and ~~2021.~~2022. 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 ~~2021~~2022 Form 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 debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, ~~expense,~~ and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus ~~incremental COVID-19 costs, net, plus~~(gain) loss ~~(gain)~~ on disposal of properties, plants, equipment and businesses, ~~net, less timberland gains,~~ net. Since we do not calculate net income by ~~business~~reportable segment, EBITDA and Adjusted EBITDA by ~~business~~reportable segment are reconciled to operating profit by ~~business~~reportable segment. In that case, EBITDA is defined as operating profit by ~~business~~reportable segment less other (income) expense, net, less non-cash pension settlement ~~charges, less other~~ (income) ~~expense, net,~~charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that ~~business~~reportable segment, and Adjusted EBITDA is defined as EBITDA plus ~~any~~ restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement charges, plus ~~incremental COVID-19 costs, net, plus~~ (gain) loss on disposal of properties, plants, equipment and businesses, net, ~~less timberlands gains, net,~~ for that ~~business~~reportable segment.

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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 restructuring charges, integration related costs, non-cash asset impairment charges, non-cash pension settlement charges, incremental COVID-19 costs, net and (gain) loss on disposal of properties, plants, equipment and businesses, net, timberland gains, 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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Second Quarter Results

The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our business segments for the three months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended April 30,					Three Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Net sales:	Net sales:					Net sales:
Global Industrial Packaging	Global Industrial Packaging	$	971.7	$	798.0	Global Industrial Packaging	$	748.2	$	971.7
Paper Packaging & Services	Paper Packaging & Services	689.3		537.0		Paper Packaging & Services	554.8		689.3
Land Management	Land Management	6.3		5.6		Land Management	5.9		6.3
Total net sales	Total net sales	$	1,667.3	$	1,340.6	Total net sales	$	1,308.9	$	1,667.3
Operating profit:	Operating profit:					Operating profit:
Global Industrial Packaging	Global Industrial Packaging	$	108.0	$	76.4	Global Industrial Packaging	$	111.3	$	108.0
Paper Packaging & Services	Paper Packaging & Services	80.1		27.3		Paper Packaging & Services	67.6		80.1
Land Management	Land Management	2.0		96.9		Land Management	2.2		2.0
Total operating profit	Total operating profit	$	190.1	$	200.6	Total operating profit	$	181.1	$	190.1
EBITDA:	EBITDA:					EBITDA:
Global Industrial Packaging	Global Industrial Packaging	$	131.8	$	95.1	Global Industrial Packaging	$	131.5	$	131.8
Paper Packaging & Services	Paper Packaging & Services	115.3		64.1		Paper Packaging & Services	100.8		115.3
Land Management	Land Management	2.7		97.6		Land Management	2.8		2.7
Total EBITDA	Total EBITDA	$	249.8	$	256.8	Total EBITDA	$	235.1	$	249.8
Adjusted EBITDA:	Adjusted EBITDA:					Adjusted EBITDA:
Global Industrial Packaging	Global Industrial Packaging	$	130.9	$	106.2	Global Industrial Packaging	$	121.2	$	130.9
Paper Packaging & Services	Paper Packaging & Services	117.4		68.3		Paper Packaging & Services	104.9		117.4
Land Management	Land Management	2.7		2.1		Land Management	2.5		2.7
Total Adjusted EBITDA	Total Adjusted EBITDA	$	251.0	$	176.6	Total Adjusted EBITDA	$	228.6	$	251.0

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The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended April 30,					Three Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Net income	Net income	$	126.7	$	154.0	Net income	$	116.0	$	126.7
Plus: interest expense, net	Plus: interest expense, net	13.2		26.7		Plus: interest expense, net	23.4		13.2
Plus: debt extinguishment charges	Plus: debt extinguishment charges	25.4		—		Plus: debt extinguishment charges	—		25.4
Plus: income tax expense	Plus: income tax expense	29.9		17.3		Plus: income tax expense	39.1		29.9
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	54.6		58.8		Plus: depreciation, depletion and amortization expense	56.6		54.6
EBITDA	EBITDA	$	249.8	$	256.8	EBITDA	$	235.1	$	249.8
Net income	Net income	$	126.7	$	154.0	Net income	$	116.0	$	126.7
Plus: interest expense, net	Plus: interest expense, net	13.2		26.7		Plus: interest expense, net	23.4		13.2
Plus: income tax expense	Plus: income tax expense	29.9		17.3		Plus: income tax expense	39.1		29.9
Plus: non-cash pension settlement charges		—		0.1

Plus: debt extinguishment charges	Plus: debt extinguishment charges	25.4		—		Plus: debt extinguishment charges	—		25.4
Plus: other (income) expense, net		(4.4)		2.8
Plus: other expense (income), net						Plus: other expense (income), net	2.9		(4.4)
Plus: equity earnings of unconsolidated affiliates, net of tax	Plus: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.3)		Plus: equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)
Operating profit	Operating profit	190.1		200.6		Operating profit	181.1		190.1
Less: non-cash pension settlement charges		—		0.1
Less: other (income) expense, net		(4.4)		2.8

Less: other expense (income), net						Less: other expense (income), net	2.9		(4.4)
Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.3)		Less: equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	54.6		58.8		Plus: depreciation, depletion and amortization expense	56.6		54.6
EBITDA	EBITDA	249.8		256.8		EBITDA	235.1		249.8
Plus: restructuring charges	Plus: restructuring charges	3.7		12.0		Plus: restructuring charges	2.4		3.7
Less: timberland gains		—		(95.7)
Plus: integration related costs		2.0		1.8

Plus: acquisition and integration related costs						Plus: acquisition and integration related costs	4.6		2.0
Plus: non-cash asset impairment charges	Plus: non-cash asset impairment charges	—		0.2		Plus: non-cash asset impairment charges	1.3		—
Plus: non-cash pension settlement charges		—		0.1
Plus: incremental COVID-19 costs, net		—		1.2
Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net		(4.5)		0.2

Plus: gain on disposal of properties, plants, equipment, and businesses, net						Plus: gain on disposal of properties, plants, equipment, and businesses, net	(14.8)		(4.5)
Adjusted EBITDA	Adjusted EBITDA	$	251.0	$	176.6	Adjusted EBITDA	$	228.6	$	251.0

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The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Three Months Ended April 30,					Three Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Global Industrial Packaging	Global Industrial Packaging					Global Industrial Packaging
Operating profit	Operating profit	$	108.0	$	76.4	Operating profit	$	111.3	$	108.0
Less: other (income) expense, net		(4.3)		2.8
Less: other expense (income), net						Less: other expense (income), net	3.3		(4.3)

Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.3)		Less: equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	18.8		21.2		Plus: depreciation and amortization expense	23.2		18.8
EBITDA	EBITDA	131.8		95.1		EBITDA	131.5		131.8
Plus: restructuring charges	Plus: restructuring charges	2.7		10.2		Plus: restructuring charges	0.8		2.7
Plus: acquisition and integration related costs						Plus: acquisition and integration related costs	2.5		—
Plus: non-cash asset impairment charges						Plus: non-cash asset impairment charges	1.0		—

Plus: non-cash asset impairment charges		—		0.2
Plus: incremental COVID-19 costs, net		—		0.5
Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net		(3.6)		0.2
Plus: gain on disposal of properties, plants, equipment, and businesses, net						Plus: gain on disposal of properties, plants, equipment, and businesses, net	(14.6)		(3.6)
Adjusted EBITDA	Adjusted EBITDA	$	130.9	$	106.2	Adjusted EBITDA	$	121.2	$	130.9
Paper Packaging & Services	Paper Packaging & Services					Paper Packaging & Services
Operating profit	Operating profit	$	80.1	$	27.3	Operating profit	$	67.6	$	80.1
Less: non-cash pension settlement charges		—		0.1

Less: other income, net	Less: other income, net	(0.1)		—		Less: other income, net	(0.4)		(0.1)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	35.1		36.9		Plus: depreciation and amortization expense	32.8		35.1
EBITDA	EBITDA	115.3		64.1		EBITDA	100.8		115.3
Plus: restructuring charges	Plus: restructuring charges	1.0		1.7		Plus: restructuring charges	1.6		1.0
Plus: integration related costs		2.0		1.8
Plus: non-cash pension settlement charges		—		0.1
Plus: incremental COVID-19 costs, net		—		0.7
Plus: gain on disposal of properties, plants, equipment, and businesses, net		(0.9)		(0.1)
Plus: acquisition and integration related costs						Plus: acquisition and integration related costs	2.1		2.0
Plus: non-cash asset impairment charges						Plus: non-cash asset impairment charges	0.3		—

Plus: (loss) gain on disposal of properties, plants, equipment, and businesses, net						Plus: (loss) gain on disposal of properties, plants, equipment, and businesses, net	0.1		(0.9)
Adjusted EBITDA	Adjusted EBITDA	$	117.4	$	68.3	Adjusted EBITDA	$	104.9	$	117.4
Land Management	Land Management					Land Management
Operating profit	Operating profit	$	2.0	$	96.9	Operating profit	$	2.2	$	2.0
Plus: depreciation, depletion and amortization expense		0.7		0.7
Plus: depreciation and depletion expense						Plus: depreciation and depletion expense	0.6		0.7
EBITDA	EBITDA	2.7		97.6		EBITDA	2.8		2.7
Plus: restructuring charges		—		0.1
Less: timberland gains		—		(95.7)
Plus: loss on disposal of properties, plants, equipment, and businesses, net		—		0.1

Plus: gain on disposal of properties, plants, equipment, and businesses, net						Plus: gain on disposal of properties, plants, equipment, and businesses, net	(0.3)		—
Adjusted EBITDA	Adjusted EBITDA	$	2.7	$	2.1	Adjusted EBITDA	$	2.5	$	2.7

Net Sales

Net sales were $1,308.9 million for the second quarter of 2023 compared with $1,667.3 million for the second quarter of ~~2022 compared with $1,340.6~~2022. The $358.4 million ~~for the second quarter of 2021. The $326.7 million increase~~decrease was primarily due to ~~higher~~lower average sale prices and ~~higher published containerboard and boxboard prices~~volumes across the Global Industrial Packaging ~~and~~segment, lower volumes across the Paper Packaging & Services ~~segments, respectively.~~segment and the $59.5 million impact to net sales resulting from the divestiture of the Flexibles Product & Services business in the second quarter of 2022 (the “FPS Divestiture”). See the ~~"Segment Review"~~“Segment Review” below for additional information on net sales by segment for the second quarter of ~~2022.~~2023.

Gross Profit

Gross profit was $311.8 million for the second quarter of 2023 compared with $338.7 million for the second quarter of ~~2022 compared with $265.9~~2022. The $26.9 million ~~for the second quarter of 2021. The increase~~decrease was primarily due to the same factors that impacted net sales, partially offset by ~~higher~~lower raw material, transportation and manufacturing costs. See the ~~"Segment Review"~~“Segment Review” below for additional information on gross profit by segment. Gross profit margin was ~~20.3~~23.8 percent and ~~19.8~~20.3 percent for the second quarter of ~~2022~~2023 and ~~2021,~~2022, respectively.

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Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $137.2 million for the second quarter of 2023 and $147.4 million for the second quarter of ~~2022 and $146.8~~2022. The $10.2 million ~~for the second quarter of 2021.~~decrease was primarily due to incentive compensation expense reduction. SG&A expenses were ~~8.8~~10.5 percent and ~~11.0~~8.8 percent of net sales for the second quarter of ~~2022~~2023 and ~~2021,~~2022, respectively.

Financial Measures

Operating profit was $181.1 million for the second quarter of 2023 compared with $190.1 million for the second quarter of ~~2022 compared with $200.6~~2022. Net income was $116.0 million for the second quarter of ~~2021. Net income was~~2023 compared with $126.7 million for the second quarter of ~~2022 compared with $154.0~~2022. Adjusted EBITDA was $228.6 million for the second quarter of ~~2021. Adjusted EBITDA was~~2023 compared with $251.0 million for the second quarter of ~~2022 compared with $176.6 million for the second quarter of 2021.~~2022. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the ~~"Segment~~“Segment Review."”

Trends

We anticipate that overall, the lower customer demand ~~for our products~~patterns that we experienced during the first half of the year will continue through the second half of the year, subject to ~~be stable, although inflation, supply chain disruptions, labor shortages, increasing interest rates and Covid-19 related matters may negatively impact some~~normal seasonal increases. For the second half of ~~our customers. Global~~the year, we expect that steel prices ~~are forecasted to continue to decline at a moderate pace. Resin~~will slightly increase, resin prices will remain stable and that the price of old corrugated ~~container ("OCC") prices~~containers will increase slightly. Transportation, labor, and utilities are expected to remain relatively stable ~~for~~through the ~~remainder~~second half of the year, with OCC prices slightly increasing during the fourth quarter. Further, we anticipate other direct materials, transportation, labor and energy to continue to see inflationary pressure through the year.

The foregoing is subject to the impact and consequences of the invasion of 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 account for approximately 3% of our total sales and approximately 1% 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, jerrycans and other small plastics, 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 $748.2 million for the second quarter of 2023 compared with $971.7 million for the second quarter of ~~2022 compared with $798.0~~2022. The $223.5 million decrease was primarily due to lower volumes, lower average selling prices and the $59.5 million impact to net sales resulting from the FPS Divestiture.

Gross profit was $177.9 million for the second quarter of ~~2021. The $173.7 million increase in net sales was primarily due to higher average selling prices and product mix, partially offset by lower volumes.~~

~~Gross profit was~~2023 compared with $185.3 million for the second quarter of ~~2022 compared with $170.1~~2022. The $7.4 million ~~for the second quarter of 2021. The $15.2 million increase~~decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by

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~~higher~~ lower raw material, transportation and manufacturing costs. Gross profit margin was ~~19.1~~23.8 percent and ~~21.3~~19.1 percent for the three months ended April 30, ~~2022~~2023 and ~~2021,~~2022, respectively.

Operating profit was $111.3 million for the second quarter of 2023 compared with operating profit of $108.0 million for the second quarter of ~~2022 compared with operating profit of $76.4 million for the second quarter of 2021.~~2022. The ~~$31.6~~$3.3 million increase iswas primarily due to a $9.8 million gain recognized on our previously held minority ownership interest in Centurion and to gain on disposal of properties, plants and equipment, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $121.2 million for the second quarter of 2023 compared with $130.9 million for the second quarter of ~~2022 compared with $106.2~~2022. The $9.7 million ~~for the second quarter of 2021. The $24.7 million increase~~decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross profit.

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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 (tubes and cores, construction products, and protective packaging), which ultimately serve both industrial and consumer markets. In addition, we purchase and sell recycled fiber, and we also produce and sell adhesives. 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 $554.8 million for the second quarter of 2023 compared with $689.3 million for the second quarter of ~~2022 compared with $537.0~~2022. The $134.5 million decrease was primarily due to lower volumes.

Gross profit was $131.4 million for the second quarter of ~~2021. The $152.3 million increase was primarily due to higher volumes and higher published containerboard and boxboard prices.~~

~~Gross profit was~~2023 compared with $150.8 million for the second quarter of ~~2022 compared with $93.9~~2022. The $19.4 million ~~for the second quarter of 2021. The $56.9 million increase~~decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by ~~higher~~lower raw material, transportation ~~labor~~ and ~~utility~~manufacturing costs. Gross profit margin was ~~21.9~~23.7 percent and ~~17.5~~21.9 percent for the second quarter of ~~2022~~2023 and ~~2021,~~2022, respectively.

Operating profit was $67.6 million for the second quarter of 2023 compared with $80.1 million for the second quarter of ~~2022 compared with $27.3~~2022. The $12.5 million ~~for the second quarter of 2021. The increase~~decrease was primarily due to the same factors as that impacted gross ~~profit.~~profit, partially offset by lower SG&A expenses. Adjusted EBITDA was $104.9 million for the second quarter of 2023 compared with $117.4 million for the second quarter of ~~2022 compared with $68.3~~2022. The $12.5 million ~~for the second quarter of 2021. The $49.1 million increase~~decrease in Adjusted EBITDA was primarily due to the same factors that impacted ~~gross~~operating profit.

Land Management

As of April 30, ~~2022,~~2023, 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”).

Net sales were $5.9 million for the second quarter of 2023 compared with $6.3 million for the second quarter of ~~2022 compared with $5.6~~2022.

Gross profit was $2.5 million for the second quarter of ~~2021.~~

~~Gross profit was~~2023 compared with $2.6 million for the second quarter of ~~2022 compared with $1.9~~2022.

Operating profit was $2.2 million for the second quarter of ~~2021.~~

~~Operating profit decreased to~~2023 compared with $2.0 million for the second quarter of ~~2022 compared with $96.9~~2022. Adjusted EBITDA was $2.5 million and $2.7 million for the second quarter of ~~2021. During the second quarter of 2021, we completed the sale of approximately 69,200 acres of timberlands in southwest~~

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~~Alabama (the "2021 Timberland Sale") which resulted in timberland gains of $95.7 million. Adjusted EBITDA was $2.7 million~~2023 and ~~$2.1 million for the second 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;

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•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.

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

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

As of April 30, ~~2022,~~2023, we had approximately 18,800 acres of special use property in the United States.

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Income Tax Expense

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

Income tax expense for the second quarter of ~~2022~~2023 was ~~$29.9~~$39.1 million on ~~$155.9~~$154.8 million of pretax income, and income tax expense for the second quarter of ~~2021~~2022 was ~~$17.3~~$29.9 million on ~~$171.0~~$155.9 million of pretax income. The ~~quarterly~~$9.2 million net increase in income tax expense occurred due to a net unfavorable increase in ~~2022 was primarily~~discrete tax expense attributable to ~~an increase in pre-tax earnings, excluding the gain on the 2021 Timberland Sale and the gain on sale~~$6.5 million of the FPS Divestiture (as defined in the next section), the tax impact of which were recognized discretely. Changes in the expected mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, as well as the timing of recognition of the related tax expense under ASC 740-270 also contributed to the increase in tax expense in 2022. Favorable discrete items increased in 2022 resulting in an additional net $2.3 million tax benefit compared to 2021. A net $8.6 million tax decrease was recognized related to certain assumptions regarding capital losses that are expected to offset capital gains resulting from the 2021 Timberland Sale. This decrease was offset by an increase in tax expense of $4.9 million, resulting from the recognition of certain state basis differences, foreign and U.S. state tax rate changes and withholdingprior year taxes ~~accruals, and an increase in tax expense of $1.4 million related to other miscellaneous items. Additionally, a $4.4 million book gain was~~ recorded in the second quarter ~~related to~~of 2022 and $4.3 million of non-recurring net discrete benefits recorded in the ~~disposal~~second quarter of ~~business,~~2022, which ~~there~~ is ~~expected to be no~~offset by $1.1 million of favorable changes in tax ~~impact.~~rates and $0.5 million of other miscellaneous items.

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 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 ~~$8.0~~$7.1 million. Actual results may differ materially from this estimate.

~~Other Comprehensive Income (Loss) Changes~~

~~Foreign currency translation~~

In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States Dollars at the rate of exchange existing at the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the effects of translating assets and liabilities of our international operations, are presented in the interim condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss). On April 1, 2022, we completed the divestment of our approximately 50% equity interest in the Flexible Products and Services business (the "FPS Divestiture"). From this transaction, $113.1 million of foreign currency translation adjustment was released.

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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 six months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Six Months Ended April 30,					Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Net sales:	Net sales:					Net sales:
Global Industrial Packaging	Global Industrial Packaging	$	1,920.8	$	1,457.3	Global Industrial Packaging	$	1,454.0	$	1,920.8
Paper Packaging & Services	Paper Packaging & Services	1,299.3		1,017.9		Paper Packaging & Services	1,115.0		1,299.3
Land Management	Land Management	11.5		11.9		Land Management	10.9		11.5
Total net sales	Total net sales	$	3,231.6	$	2,487.1	Total net sales	$	2,579.9	$	3,231.6
Operating profit:	Operating profit:					Operating profit:
Global Industrial Packaging	Global Industrial Packaging	$	139.0	$	130.4	Global Industrial Packaging	$	157.2	$	139.0
Paper Packaging & Services	Paper Packaging & Services	118.4		41.6		Paper Packaging & Services	176.7		118.4
Land Management	Land Management	4.7		98.6		Land Management	3.6		4.7
Total operating profit	Total operating profit	$	262.1	$	270.6	Total operating profit	$	337.5	$	262.1
EBITDA:	EBITDA:					EBITDA:
Global Industrial Packaging	Global Industrial Packaging	$	182.8	$	170.9	Global Industrial Packaging	$	195.7	$	182.8
Paper Packaging & Services	Paper Packaging & Services	191.5		107.0		Paper Packaging & Services	243.3		191.5
Land Management	Land Management	6.2		100.4		Land Management	4.8		6.2
Total EBITDA	Total EBITDA	$	380.5	$	378.3	Total EBITDA	$	443.8	$	380.5
Adjusted EBITDA:	Adjusted EBITDA:					Adjusted EBITDA:
Global Industrial Packaging	Global Industrial Packaging	$	245.1	$	185.7	Global Industrial Packaging	$	193.0	$	245.1
Paper Packaging & Services	Paper Packaging & Services	197.9		124.4		Paper Packaging & Services	195.6		197.9
Land Management	Land Management	4.8		5.0		Land Management	4.5		4.8
Total Adjusted EBITDA	Total Adjusted EBITDA	$	447.8	$	315.1	Total Adjusted EBITDA	$	393.1	$	447.8

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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 six months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Six Months Ended April 30,					Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Net income	Net income	$	145.3	$	184.9	Net income	$	209.1	$	145.3
Plus: interest expense, net	Plus: interest expense, net	30.3		51.9		Plus: interest expense, net	46.2		30.3
Plus: debt extinguishment charges	Plus: debt extinguishment charges	25.4		—		Plus: debt extinguishment charges	—		25.4
Plus: income tax expense	Plus: income tax expense	65.5		23.4		Plus: income tax expense	76.8		65.5
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	114.0		118.1		Plus: depreciation, depletion and amortization expense	111.7		114.0
EBITDA	EBITDA	$	380.5	$	378.3	EBITDA	$	443.8	$	380.5
Net income	Net income	$	145.3	$	184.9	Net income	$	209.1	$	145.3
Plus: interest expense, net	Plus: interest expense, net	30.3		51.9		Plus: interest expense, net	46.2		30.3
Plus: non-cash pension settlement charges		—		8.6

Plus: debt extinguishment charges	Plus: debt extinguishment charges	25.4		—		Plus: debt extinguishment charges	—		25.4
Plus: income tax expense	Plus: income tax expense	65.5		23.4		Plus: income tax expense	76.8		65.5
Plus: other (income) expense, net		(2.4)		2.8
Plus: other expense (income), net						Plus: other expense (income), net	6.2		(2.4)
Plus: equity earnings of unconsolidated affiliates, net of tax	Plus: equity earnings of unconsolidated affiliates, net of tax	(2.0)		(1.0)		Plus: equity earnings of unconsolidated affiliates, net of tax	(0.8)		(2.0)
Operating profit	Operating profit	262.1		270.6		Operating profit	337.5		262.1
Less: other (income) expense, net		(2.4)		2.8
Less: non-cash pension settlement charges		—		8.6
Less: other expense (income), net						Less: other expense (income), net	6.2		(2.4)

Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(2.0)		(1.0)		Less: equity earnings of unconsolidated affiliates, net of tax	(0.8)		(2.0)
Plus: depreciation, depletion and amortization expense	Plus: depreciation, depletion and amortization expense	114.0		118.1		Plus: depreciation, depletion and amortization expense	111.7		114.0
EBITDA	EBITDA	$	380.5	$	378.3	EBITDA	$	443.8	$	380.5
Plus: restructuring charges	Plus: restructuring charges	7.2		15.1		Plus: restructuring charges	4.8		7.2
Plus: timberland gains		—		(95.7)
Plus: integration related costs		3.6		3.8

Plus: acquisition and integration related costs						Plus: acquisition and integration related costs	12.1		3.6
Plus: non-cash asset impairment charges	Plus: non-cash asset impairment charges	62.4		1.5		Plus: non-cash asset impairment charges	1.8		62.4
Plus: non-cash pension settlement charges		—		8.6
Plus: incremental COVID-19 costs, net		—		1.8
Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net		(5.9)		1.7

Plus: gain on disposal of properties, plants, equipment, and businesses, net						Plus: gain on disposal of properties, plants, equipment, and businesses, net	(69.4)		(5.9)
Adjusted EBITDA	Adjusted EBITDA	$	447.8	$	315.1	Adjusted EBITDA	$	393.1	$	447.8

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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 six months ended April 30, ~~2022~~2023 and ~~2021:~~2022:


		Six Months Ended April 30,					Six Months Ended April 30,
(in millions)	(in millions)	2022		2021		(in millions)	2023		2022
Global Industrial Packaging	Global Industrial Packaging					Global Industrial Packaging
Operating profit	Operating profit	$	139.0	$	130.4	Operating profit	$	157.2	$	139.0
Less: other (income) expense, net		(2.4)		2.7
Less: other expense (income), net						Less: other expense (income), net	6.9		(2.4)

Less: equity earnings of unconsolidated affiliates, net of tax	Less: equity earnings of unconsolidated affiliates, net of tax	(2.0)		(1.0)		Less: equity earnings of unconsolidated affiliates, net of tax	(0.8)		(2.0)
Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	39.4		42.2		Plus: depreciation and amortization expense	44.6		39.4
EBITDA	EBITDA	$	182.8	$	170.9	EBITDA	$	195.7	$	182.8
Plus: restructuring charges	Plus: restructuring charges	4.8		13.0		Plus: restructuring charges	2.9		4.8
Plus: acquisition and integration related costs						Plus: acquisition and integration related costs	7.5		—
Plus: non-cash impairment charges						Plus: non-cash impairment charges	1.5		62.4

Plus: non-cash impairment charges		62.4		1.5
Plus: incremental COVID-19 costs, net		—		0.8
Plus: gain on disposal of properties, plants and equipment, and businesses, net	Plus: gain on disposal of properties, plants and equipment, and businesses, net	(4.9)		(0.5)		Plus: gain on disposal of properties, plants and equipment, and businesses, net	(14.6)		(4.9)
Adjusted EBITDA	Adjusted EBITDA	$	245.1	$	185.7	Adjusted EBITDA	$	193.0	$	245.1
Paper Packaging & Services	Paper Packaging & Services					Paper Packaging & Services
Operating profit	Operating profit	$	118.4	$	41.6	Operating profit	$	176.7	$	118.4
Less: other expense, net		—		0.1
Less: non-cash pension settlement charges		—		8.6
Less: other income, net						Less: other income, net	(0.7)		—

Plus: depreciation and amortization expense	Plus: depreciation and amortization expense	73.1		74.1		Plus: depreciation and amortization expense	65.9		73.1
EBITDA	EBITDA	$	191.5	$	107.0	EBITDA	$	243.3	$	191.5
Plus: restructuring charges	Plus: restructuring charges	2.4		2.0		Plus: restructuring charges	1.9		2.4
Plus: integration related costs		3.6		3.8
Plus: non-cash pension settlement charges		—		8.6
Plus: incremental COVID-19 costs, net		—		1.0
Plus: loss on disposal of properties, plants and equipment, and businesses, net		0.4		2.0
Plus: acquisition and integration related costs						Plus: acquisition and integration related costs	4.6		3.6
Plus: non-cash impairment charges						Plus: non-cash impairment charges	0.3		—

Plus: (gain) loss on disposal of properties, plants and equipment, and businesses, net						Plus: (gain) loss on disposal of properties, plants and equipment, and businesses, net	(54.5)		0.4
Adjusted EBITDA	Adjusted EBITDA	$	197.9	$	124.4	Adjusted EBITDA	$	195.6	$	197.9
Land Management	Land Management					Land Management
Operating profit	Operating profit	$	4.7	$	98.6	Operating profit	$	3.6	$	4.7
Plus: depreciation, depletion and amortization expenses		1.5		1.8
Plus: depreciation and depletion expense						Plus: depreciation and depletion expense	1.2		1.5
EBITDA	EBITDA	$	6.2	$	100.4	EBITDA	$	4.8	$	6.2
Plus: restructuring charges		—		0.1
Plus: timberland gains		—		(95.7)
Plus: (gain) loss on disposal of properties, plants and equipment, and businesses, net		(1.4)		0.2

Plus: gain on disposal of properties, plants and equipment, and businesses, net						Plus: gain on disposal of properties, plants and equipment, and businesses, net	(0.3)		(1.4)
Adjusted EBITDA	Adjusted EBITDA	$	4.8	$	5.0	Adjusted EBITDA	$	4.5	$	4.8

Net Sales

Net sales were $2,579.9 million for the first six months of 2023 compared with $3,231.6 million for the first six months of ~~2022 compared with $2,487.1~~2022. The $651.7 million ~~for the first six months of 2021. The $744.5 million increase~~decrease was primarily due to ~~higher volumes and higher~~lower average sale prices and volumes across the Global Industrial Packaging segment, lower volumes across the Paper Packaging & Services segment and ~~higher volumes and~~the $148.8 million impact to net sales resulting from the FPS Divestiture, partially offset by higher published containerboard and boxboard prices inacross the Paper Packaging & Services segment. See the "Segment Review" below for additional information on net sales by segment during the first six months of ~~2022.~~2023.

Gross Profit

Gross profit was $563.4 million for the first six months of 2023 compared with $628.4 million for the first six months of ~~2022 compared with $478.1~~2022. The $65.0 million ~~for the first six months of 2021. The increase~~decrease was primarily due to the same factors that impacted net sales, partially offset by ~~higher~~lower raw material, transportation and manufacturing costs. See “Segment Review” below for additional information on gross profit by segment. Gross profit margin was ~~19.4~~21.8 percent and ~~19.2~~19.4 percent for first six months of ~~2022~~2023 and ~~2021,~~2022, respectively.

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Selling, General and Administrative Expenses

SG&A expenses ~~increased to~~were $276.6 million for the first six months of 2023 from $299.0 million for the first six months of ~~2022 from $281.1~~2022. The $22.4 million ~~for the first six months of 2021.~~decrease in SG&A expenses was primarily due to incentive compensation expense reduction. SG&A expenses were ~~9.3~~10.7 percent and ~~11.3~~9.3 percent of net sales for first six months of 2023 and 2022, ~~and 2021,~~ respectively. ~~The increase in SG&A expenses was primarily due to increased incentive accruals.~~

Financial Measures

Operating profit was $337.5 million for the first six months of 2023 compared with $262.1 million for the first six months of ~~2022 compared with $270.6~~2022. Net income was $209.1 million for the first six months of ~~2021. Net income was~~2023 compared with $145.3 million for the first six months of ~~2022 compared with $184.9~~2022. Adjusted EBITDA was $393.1 million for the first six months of ~~2021. Adjusted EBITDA was~~2023 compared with $447.8 million for the first six months of ~~2022 compared with $315.1 million for the first six months of 2021.~~2022. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the "Segment Review."

Segment Review

Global Industrial Packaging

Net sales were $1,454.0 million for the first six months of 2023 compared with $1,920.8 million for the first six months of ~~2022 compared with $1,457.3~~2022. The $466.8 million decrease in net sales was primarily due to lower volumes and selling prices, the $148.8 million impact to net sales resulting from the FPS Divestiture, and negative foreign currency translation impacts.

Gross profit was $303.2 million for the first six months of ~~2021. The $463.5 million increase in net sales was primarily due to higher volumes, higher average selling prices and product mix.~~

~~Gross profit was~~2023 compared with $362.4 million for the first six months of ~~2022 compared with $300.4~~2022. The $59.2 million ~~for the first six months of 2021. The $62.0 million increase~~decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by ~~higher~~lower raw material, transportation and manufacturing costs. Gross profit margin was ~~18.9~~20.9 percent and ~~20.6~~18.9 percent for the first six months of ~~2022~~2023 and ~~2021,~~2022, respectively.

Operating profit was $157.2 million for the first six months of 2023 compared with $139.0 million for the first six months of 2022. The $18.2 million increase in operating profit was primarily due to the $62.4 million non-cash impairment charge during the first quarter of 2022 ~~compared with $130.4~~related to the FPS Divestiture, a $9.8 million gain recognized on our previously held minority ownership interest in Centurion, and lower SG&A expenses, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $193.0 million for the first six months of ~~2021 due to the same factors that impacted gross profit, offset by $62.4 million non-cash impairment charge related to the FPS Divestiture. Adjusted EBITDA was~~2023 compared with $245.1 million for the first six months of ~~2022 compared with $185.7~~2022. The $52.1 million ~~for the first six months of 2021. The $59.4 million increase~~decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross ~~profit.~~profit, partially offset by lower SG&A expenses.

Paper Packaging & Services

Net sales were $1,115.0 million for the first six months of 2023 compared with $1,299.3 million for the first six months of ~~2022 compared with $1,017.9~~2022. The $184.3 million ~~for the first six months of 2021. The $281.4 million increase~~decrease in net sales was primarily due to ~~higher~~lower volumes, ~~and~~partially offset by higher published containerboard and boxboard prices.

Gross profit was $255.6 million for the first six months of 2023 compared with $261.6 million for the first six months of ~~2022 compared with $173.5~~2022. The $6.0 million ~~for the first six months of 2021. Gross profit margin was 20.1 percent and 17.0 percent for the first six months of 2022 and 2021, respectively. The $88.1 million increase~~decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by ~~higher~~lower raw material, transportation ~~labor~~ and ~~utility~~manufacturing costs. Gross profit margin was 22.9 percent and 20.1 percent for the first six months of 2023 and 2022, respectively.

Operating profit was $176.7 million for the first six months of 2023 compared with $118.4 million for the first six months of ~~2022 compared with $41.6~~2022. The $58.3 million ~~for the first six months of 2021. The~~ increase in operating profit was primarily due to the $54.6 million gain from divestiture of Tama Paperboard, LLC in the Paper Packaging & Services segment (the “Tama Divestiture”) during the first quarter of 2023 and lower SG&A expenses, partially offset by the same factors that impacted gross profit. Adjusted EBITDA was $195.6 million for the first six months of 2023 compared with $197.9 million for the first six months of ~~2022 compared with $124.4~~2022. The $2.3 million ~~for the first six months of 2021. The $73.5 million increase~~decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross ~~profit.~~profit, partially offset by lower incentive compensation expense in SG&A.

Land Management

Net sales were $10.9 million for the first six months of 2023 compared with $11.5 million for the first six months of ~~2022 compared with $11.9~~2022.

Gross profit was $4.6 million for the first six months of ~~2021.~~

~~Gross profit was~~2023 compared with $4.4 million for the first six months of ~~2022 compared with $4.2~~2022.

Table of Contents

Operating profit was $3.6 million for the first six months of ~~2021.~~

~~Operating profit decreased to~~2023 compared with $4.7 million for the first six months of ~~2022 compared with $98.6~~2022. Adjusted EBITDA was $4.5 million and $4.8 million for the first six months of ~~2021. During the first six months of 2021, we completed the 2021 Timberland Sale. Adjusted EBITDA was $4.8 million~~2023 and ~~$5.0 million for the first six months of~~ 2022, ~~and 2021,~~ respectively.

~~Table of Contents~~

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 six months of ~~2022~~2023 was ~~$65.5~~$76.8 million on ~~$208.8~~$285.1 million of pretax income, and income tax expense for the first six months of ~~2021~~2022 was ~~$23.4~~$65.5 million on ~~$207.3~~$208.8 million of pretax income. The ~~$42.1~~$11.3 million net increase in total income tax expense ~~in 2022~~ was primarily attributable to an increase in pre-tax earnings, excluding the gain on the 2021 Timberland Sale and the gain on sale of the FPS Divestiture, the tax impact of which were recognized discretely. 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 relatedincreased tax expense ~~under ASC 740-270 also attributed to~~associated with business divestitures. During the ~~increase in tax expense in 2022. Additionally, favorable discrete items decreased by $6.6 million. The decrease in favorable discrete adjustments consists~~first six months of an increase in tax expense of $8.5 million due to tax basis adjustments in certain tangible property and state basis differences; an increase in tax expense of $3.6 million related to withholding taxes accruals and prior year settlement of U.S. Federal and Canadian income tax audits; and an increase in tax expense of $1.6 million related to other miscellaneous items; offset by2022, a $3.3 million decrease in unrecognized tax liabilities primarily as a result of expiration of the statute of limitations; and a net $3.8 million tax expense decrease related to certain assumptions regarding capital losses that are expected to offset capital gains resulting from the 2021 Timberland Sale. Additionally, a net $60.4 million book ~~deduction~~expense was recorded ~~in 2022~~ related to the FPS Divestiture and other businesses onfor which ~~there is expected to be~~ no tax ~~benefit.~~

~~Other Comprehensive Income (Loss) Changes~~

~~Foreign currency translation~~

In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States Dollars at the rate of exchange existing at the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the effects of translating assets and liabilities of our international operations, are presented in the interim condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss). On April 1, 2022, we completed the FPS Divestiture and $113.1benefit was recorded while $18.8 million of ~~foreign currency translation adjustment~~discrete tax expense was ~~released.~~recorded on a $54.5 million book gain on business divestiture during the first six months of 2023. Additionally, $2.7 million fewer benefits from releases of uncertain tax positions and $1.4 million of miscellaneous other items were recorded during the first six months of 2023 in comparison to the same period during 2022, offset by $11.6 million reduced tax expense on lower pre-tax book income, excluding business divestitures.

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LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, 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, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months.

Cash Flow

Six Months Ended April 30, (in millions)
2022 2021
Net cash provided by operating activities $ 161.6 $ 163.8
Net cash provided by investing activities 62.7 118.3
Net cash used in financing activities (197.1) (287.4)
Effects of exchange rates on cash (43.1) 9.8
Net (decrease) increase in cash and cash equivalents (15.9) 4.5
Cash and cash equivalents at beginning of year 124.6 105.9
Cash and cash equivalents at end of period $ 108.7 $ 110.4

~~Table of Contents~~


Six Months Ended April 30, (in millions)	2023		2022
Net cash provided by operating activities	$	243.7	$	161.6
Net cash (used in) provided by investing activities	(451.0)		62.7
Net cash provided by (used in) financing activities	215.6		(197.1)
Effects of exchange rates on cash	3.1		(43.1)
Net increase (decrease) in cash and cash equivalents	11.4		(15.9)
Cash and cash equivalents at beginning of year	147.1		124.6
Cash and cash equivalents at end of period	$	158.5	$	108.7

Operating Activities

The ~~$9.2~~$22.1 million decrease in accounts receivable to ~~$880.3~~$727.0 million as of April 30, ~~2022~~2023 from ~~$889.5~~$749.1 million as of October 31, ~~2021~~2022 was primarily due to lower average sale prices and lower volumes.

The $3.1 million decrease in inventories to $400.2 million as of April 30, 2023 from $403.3 million as of October 31, 2022 was primarily due to the ~~accounts receivable that were deconsolidated as a result of FPS Divestiture, offset by higher volumes and higher average sale prices.~~decrease in raw material costs.

The $24.4 million decrease in inventories to $474.8 million as of April 30, 2022 from $499.2 million as of October 31, 2021 was primarily due to the inventories that were deconsolidated as result of FPS Divestiture, offset by increased inventory to meet customer demand.

~~The $84.7~~$58.9 million decrease in accounts payable to ~~$619.8~~$502.4 million as of April 30, ~~2022~~2023 from ~~$704.5~~$561.3 million as of October 31, ~~2021~~2022 was primarily due to the ~~accounts payable that were deconsolidated as result of FPS Divestiture as well as~~decrease in raw material costs, lower demand and timing of payable settlements.

Investing Activities

During the first six months of ~~2022~~2023 and ~~2021,~~2022, we invested ~~$75.0~~$91.1 million and ~~$57.7~~$75.0 million, respectively, of cash in capital expenditures. ~~Additionally, during~~During the first six months of 2023, we paid $447.5 million for purchases of business, net of cash acquired, primarily for the Lee Container Acquisition and the Centurion Acquisition. During the first six months of 2023, we received $105.6 million of cash from sale of businesses, primarily from the Tama Divestiture. During the first six months of 2022, we received $139.2 million of cash from sale of businesses, primarily from the FPS Divestiture. ~~There was no activity for the sale of business for the comparable period in 2021.~~

Financing Activities

During the first six months of ~~2022~~2023 and ~~2021,~~2022, we paid cash dividends to stockholders of Greif, Inc. in the amount of ~~$54.6~~$57.9 million and ~~$52.2~~$54.6 million, respectively. We ~~also paid down $96.2 million and $245.5~~borrowed $332.5 million of long-term debt, net of proceeds, for the first six months of ~~2022~~2023 and ~~2021, respectively.~~paid down $96.2 million of long-term debt, net of payments, for the first six months of 2022. During the first six months of 2023, we paid $59.6 million for the share repurchase program. During the first six months of 2022, we paid $20.8 million of debt extinguishment charges and debt issuance costs related to our debt refinancing. ~~We did not have similar charges~~

Stock Repurchase Program

In June 2022, the Stock Repurchase Committee of our Board of Directors authorized a program to repurchase up to $150.0 million of shares of our Class A or ~~activities~~Class B Common Stock or any combination thereof. On June 23, 2022, we entered into a $75.0 million accelerated share repurchase agreement (“ASR”) with Bank of America, N.A. for the ~~same period~~repurchase of shares of our Class A Common Stock. In addition, at that time we initiated a plan to repurchase an aggregate of $75.0 million of shares of its Class A or Class B Common Stock, or any combination thereof, in ~~2021.~~open market purchases (“OSR program”). The OSR program was completed on May 26, 2023.

Under the ASR, on June 24, 2022, we made a payment of $75.0 million and received an initial delivery of approximately 80% of the expected share repurchases, or 1,021,451 shares of Class A Common Stock. On February 28, 2023, the Company received the remaining 94,259 shares of Class A Common Stock.

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We began making repurchases of Class B Common Stock under the OSR program on September 9, 2022 and repurchases of Class A Common Stock under the OSR program on March 16, 2023 in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934. As of April 30, 2023, $25.0 million of shares of Class A Common Stock, or 406,343 shares, and $45.7 million of shares of Class B Common Stock, or 619,804 shares, had been repurchased under the OSR program. Subsequent to the quarter, during May 2023, we purchased $4.3 million of shares of Class B Common Stock, or 56,794 shares, which completed the OSR program.

See Note 10 to the condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional information regarding this program and the repurchase of shares of Class A and B Common Stock.

Financial Obligations

Borrowing Arrangements

Long-term debt is summarized as follows:


(in millions)	(in millions)	April 30, 2022		October 31, 2021		(in millions)	April 30, 2023		October 31, 2022
2022 Credit Agreement - Term Loans	2022 Credit Agreement - Term Loans	$	1,615.0	$	—	2022 Credit Agreement - Term Loans	$	1,534.2	$	1,565.0
2019 Credit Agreement - Term Loans		—		1,247.3
Senior Notes due 2027		—		495.9
Accounts receivable credit facilities	Accounts receivable credit facilities	380.6		391.1		Accounts receivable credit facilities	353.2		311.4
2022 Credit Agreement - Revolving Credit Facility	2022 Credit Agreement - Revolving Credit Facility	85.3		—		2022 Credit Agreement - Revolving Credit Facility	406.5		41.9
2019 Credit Agreement - Revolving Credit Facility		—		50.5
Other debt	Other debt	0.4		0.6		Other debt	0.3		0.4
		2,081.3		2,185.4			2,294.2		1,918.7
Less: current portion	Less: current portion	80.8		120.3		Less: current portion	80.8		71.1
Less: deferred financing costs	Less: deferred financing costs	9.2		10.3		Less: deferred financing costs	7.3		8.3
Long-term debt, net	Long-term debt, net	$	1,991.3	$	2,054.8	Long-term debt, net	$	2,206.1	$	1,839.3

2022 Credit Agreement

~~On March 1, 2022, we~~We and certain of our subsidiaries ~~entered into~~are parties to a ~~second 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 our previous credit agreement, referred to as the "2019 Credit Agreement".~~

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~~continuing~~ continue through January 31, 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 2019 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 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.

Interest is based on Secured Overnight Financing Rate ~~("SOFR"~~(“SOFR”) plus a credit spread adjustment ~~Euro Interbank Offer Rate ("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 borrowings to the 2022 Credit Agreement with the agreement of the lenders. As of April 30, ~~2022,~~2023, we had ~~$714.7~~$393.5 million of available borrowing capacity under the $800.0 million secured revolving credit facility.

The repayment of all borrowings under the 2022 Credit Agreement is secured by a security interest in certain of our personal property and certain of 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 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

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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 4.00 to 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 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 period. As of April 30, ~~2022,~~2023, we were in compliance with these covenants.

~~Senior Notes~~2023 Credit Agreement

Subsequent to the quarter, on May 17, 2023, we and Greif Packaging LLC entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with CoBank, ACB (“CoBank”), who acted as lender and is acting as administrative agent of the 2023 Credit Agreement. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly principal installments commencing on July 31, 2023 and continuing through January 31, 2028, with any outstanding principal balance of such term loan being due ~~2027~~and payable on maturity on May 17, 2028. We used the borrowing under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement. Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio.

~~On March 1, 2022, we redeemed~~The repayment of all borrowings under the 2023 Credit Agreement is secured by a security interest in certain of our personal property and certain of 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 ~~outstanding 6.50% Senior Notes due 2027 for $500.0 million, plus~~U.S. subsidiaries. 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. Our obligations under the 2023 Credit Agreement are secured on a ~~call premium of $16.3 million,~~pari passu basis with ~~proceeds from our~~the obligations arising under the 2022 Credit Agreement.

The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit Agreement, as described above, and a “most favored lender” provision related to the 2022 Credit Agreement.

United States Trade Accounts Receivable Credit Facility

~~Greif~~We have a $300.0 million U.S. Receivables ~~Funding LLC, Greif Packaging LLC, and certain of our other U.S. subsidiaries are parties to an amended and restated U.S. receivables financing facility~~Financing Facility Agreement (the “U.S. ~~Receivables Facility”~~RFA”). On May 17, 2023, the maturity date of the U.S. RFA was extended to May 17, 2024. As of April 30, ~~2022,~~2023, there was ~~$275.0~~$258.3 million outstanding balance under the U.S. Receivables Facility that is reported as long-term debt on the interim condensed consolidated balance sheets because we intend to refinance these obligations on a long-term basis and 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. On May 17, 2022, the current U.S. Receivables Facility was amended to provide an accounts receivable financing facility of $300.0 million, with a maturity date of May 17, 2023.

~~We may terminate the U.S. Receivables Facility at any time upon five days prior written notice.~~RFA. 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 SOFR 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 2022 Credit Agreement, as defined above. As of April 30, 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~~

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 amended and restated European RFA matures April 24, 2023. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($105.6 million as of April 30, 2022) secured by certain European accounts receivable. The $105.6 million outstanding on the European RFA as of April 30, 2022 is reported as long-term debt on the interim condensed consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.

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We may terminate the European RFA at any time upon one calendar month prior written notice. The European RFA is secured by certain of our international trade accounts receivables and bears interest at a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the European RFA. The European RFA also contains events of default and covenants, which are substantially the same as the covenants under the 2022 Credit ~~Agreement, as defined above.~~Agreement. As of April 30, ~~2022,~~2023, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.

International Trade Accounts Receivable Credit Facility

We have a €100.0 million ($110.4 million as of April 30, 2023) European Receivables Financing Agreement (the “European RFA”), which matures on April 23, 2024. As of April 30, 2023, $95.0 million was outstanding on the European RFA. As of April 30, 2023, we were in compliance with covenants contained in the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes.

See Note 4 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial instruments.

Financial Instruments

Interest Rate Derivatives

As of April 30, ~~2022,~~2023, we have various interest rate swaps with a total notional amount of ~~$850.0~~$1,300.0 million, amortizing down over the term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of ~~2.07%~~2.62%, plus ~~an interest~~a spread.

These derivatives are designated as cash flow hedges for accounting ~~purposes.~~ purposes and will mature between March 11, 2024 and July 16, 2029.

Accordingly, the gain or loss on these derivative instruments ~~are~~is 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.

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Foreign Exchange Hedges

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

As of April 30, ~~2022,~~2023, and October 31, ~~2021,~~2022, we had outstanding foreign currency forward contracts in the notional amount of ~~$119.3~~$155.7 million, and ~~$81.8~~$132.1 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. We have cross currency interest rate swaps that synthetically swap ~~$334.4~~$319.3 million of fixed rate debt to Euro denominated fixed rate debt. We receive a weighted average rate of ~~1.56%~~1.39%. These agreements are designated ~~a mixture of~~either net investment hedges ~~and~~or cash flow hedges for accounting purposes and will mature between March ~~2023~~2, 2024 and October 5, 2026.

Accordingly, the gain or loss on the 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. 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 from the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income.

See Note 45 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional ~~disclosure~~disclosures 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 ~~2021~~2022 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Changes in Internal Control Over Financial Reporting

The Company completed the Lee Container Acquisition on December 15, 2022 and the Centurion Acquisition on March 31, 2023. The scope of the Company’s assessment of the effectiveness of internal controls over financial reporting for the fiscal year ending October 31, 2023, will not include the Lee Container Acquisition and the Centurion Acquisition. This exclusion is in accordance with the Securities and Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from the Company’s scope in the year of acquisition.

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 ~~2021~~2022 Form 10-K under Part I, Item 1A –– Risk Factors.

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

~~None.~~(c.) Purchases of Equity Securities by the Issuer

During the three months ended April 30, 2023, the Company’s repurchases of shares of its Class A and Class B Common Stock were as follows:


Period	Total Number of Shares of Class A Common Stock Purchased	Average Price Paid per Share of Class A Common Stock*		Total Number of Shares of Class B Common Stock Purchased	Average Price Paid per Share of Class B Common Stock*		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value That May Yet be Purchased Under the Program
February 1, 2023 to February 28, 2023	94,259	$	67.22	62,730	$	82.08	156,989	$	40,891,523
March 1, 2023 to March 31, 2023	199,100	60.27		87,510	73.92		286,610	22,423,530
April 1, 2023 to April 30, 2023	207,243	62.73		66,638	76.89		273,881	4,298,875
Total	500,602	62.60		216,878	77.19		717,480

*Average price paid per share reflects the weighted average purchase price paid for shares.

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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						~~Letter~~Amendment agreement dated April ~~20, 2022,~~14, 2023, between ~~Coöperatieve Rabobank U.A.,~~the persons listed in Schedule 1 as Originators, Cooperage Receivables Finance B.V. as Main SPV, Greif Services Belgium BV as Greif CC, Subordinated Lender, Belgian Intermediary, Originator Agent and master Servicer, Greif, Inc. as Performance Indemnity Provider, Stichting Cooperage Receivables Finance Holding as Shareholder, Trust International Management (T.I.M.) B.V. as Main SPV’s Director and Shareholder’s Director, Nieuw Amsterdam Receivables Corporation B.V.~~, Greif, Inc., Greif Service Belgium BVBA~~ as lender, Coöperatieve Rabobank U.A. as Facility Agent, Main SPV Account Bank, Funding Administrator, Main SPV Administrator and ~~Cooperage Receivables Finance B.V., extending the maturity date of the European receivables financing arrangement to April 24, 2023.~~Italian Intermediary and Coöperatieve Rabobank U.A. Trading as Rabobank London as Liquidity Facility Provider.

10.2						Amendment agreement dated April 20, 2022, between Coöperatieve Rabobank U.A. Trading as Rabobank London, Coöperatieve Rabobank U.A., Nieuw Amsterdam Receivables Corporation B.V., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Service Belgium BV, Greif, Inc., the Originators as listed in ScheduleNo. 1 ~~and Trust International Management (T.I.M.) B.V., regarding the European receivables financing arrangement.~~

~~10.~~3						~~Amendment No. 4~~ dated May 17, ~~2022,~~2023, to Third Amended and Restated ~~Transfer and Administration~~Sale Agreement dated September 24, 2019, by and among Greif Receivables Funding LLC, ~~Greif Packaging~~as seller, Container Life Cycle Management LLC, Corrchoice (PA) LLC, East Texas Lee Container, L.P., Lee Container, LLC, and Lee Container Iowa, LLC, as ~~initial Servicer,~~new originators, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co. Inc., Caraustar Mill Group, Inc., Caraustar Industrial and Consumer Products Group, Inc., Caraustar Recovered Fiber Group, Inc., The Newark Group, Inc., Caraustar Consumer Products Group, LLC, ~~Tama Paperboard, LLC,~~and Cascade Paper Converters Co., as original originators.

10.3						Amendment No. 5 dated May 17, 2023, to Third Amended and ~~each other entity from time to time party hereto~~Restated Transfer and Administration Agreement dated September 24, 2019, by and among Greif Receivables Funding LLC, as ~~an Originator,~~seller, Container Life Cycle Management LLC, Corrchoice (PA) LLC, East Texas Lee Container, L.P., Lee Container, LLC, and Lee Container Iowa, LLC, as ~~Originators, Bank of America, N.A.~~new originators, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co. Inc., Caraustar Mill Group, Inc., Caraustar Industrial and Consumer Products Group, Inc., Caraustar Recovered Fiber Group, Inc., The Newark Group, Inc., Caraustar Consumer Products Group, LLC, and Cascade Paper Converters Co., as ~~Committed Investor, a Managing Agent, an Administrator and the Agent and the various investor groups, managing agents and administrators from time to time parties here to.~~original originators.

101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, ~~2022,~~2023, 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: June ~~9, 2022~~8, 2023						/s/ LAWRENCE A. HILSHEIMER
						Lawrence A. Hilsheimer
						Executive Vice President and Chief Financial Officer

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	April 30, 2022		April 30, 2021
Weighted-average remaining lease term (years) for operating lease liabilities	10.2		10.7
Weighted-average discount rate for operating lease liabilities	3.60	%	3.66	%