Item 2.02. Results of Operations and Financial Condition. On December 9, 2020, Greif, Inc. (the "Company") issued a press release (the "Earnings Release") announcing the financial results for its fourth quarter and fiscal year ended October 31, 2020. The full text of the Earnings Release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Earnings Release included the following non-GAAP financial measures (the "non-GAAP Measures"):



(i)the Company's net income, excluding the impact of adjustments, for the fourth
quarter of 2020 and the fourth quarter of 2019, which is equal to the Company's
consolidated net income for the applicable period plus restructuring charges,
plus acquisition-related costs, plus non-cash asset impairment charges, less
(gain) loss on disposal of properties, plants, equipment and businesses, net,
plus non-cash pension settlement charges, plus incremental COVID-19 costs, net,
plus tax net expense (benefit) resulting from the Tax Cuts and Jobs Act (the
"Tax Reform Act"), each net of tax, noncontrolling interest and equity earnings
of unconsolidated affiliates and on a consolidated basis for the applicable
period;
(ii)the Company's earnings per diluted Class A share, excluding the impact of
adjustments, for the fourth quarter of 2020 and the fourth quarter of 2019,
which is equal to earnings per diluted Class A share of the Company for the
applicable period plus restructuring charges, plus acquisition-related costs,
plus non-cash asset impairment charges, less (gain) loss on disposal of
properties, plants, equipment and businesses, net, plus non-cash pension
settlement charges, plus incremental COVID-19 costs, net, plus tax net expense
(benefit) resulting from the Tax Reform Act, each net of tax, noncontrolling
interest and equity earnings of unconsolidated affiliates and on a consolidated
basis for the applicable period;
(iii)the Company's consolidated adjusted EBITDA for the fourth quarter of 2020
and the fourth quarter of 2019, which is equal to the Company's consolidated net
income for the applicable period plus interest expense, net, plus income tax
expense, plus depreciation, depletion and amortization expense, plus
restructuring charges, plus acquisition-related costs, plus non-cash asset
impairment charges, plus non-cash pension settlement charges, plus incremental
COVID-19 costs, net, less (gain) loss on disposal of properties, plants,
equipment and businesses, net, each on a consolidated basis for the applicable
period;
(iv)the Company's consolidated adjusted free cash flow for the fourth quarter of
2020 and the fourth quarter of 2019, which is equal to the Company's
consolidated net cash provided by (used in) operating activities for the
applicable period less cash paid for purchases of properties, plants and
equipment, plus cash paid for acquisition-related costs, plus cash paid for
incremental COVID-19 costs, net, plus cash paid for acquisition related
Enterprise Resource Planning ("ERP") systems each on a consolidated basis for
the applicable period;
(v)the Company's net income, excluding the impact of adjustments, for the fiscal
year of 2020 and the fiscal year of 2019, which is equal to the Company's
consolidated net income for the applicable period plus restructuring charges,
plus acquisition-related costs, plus non-cash asset impairment charges, less
(gain) loss on disposal of properties, plants, equipment and businesses, net,
plus non-cash pension settlement charges, plus debt extinguishment charges, plus
incremental COVID-19 costs, net, plus tax net expense (benefit) resulting from
the Tax Reform Act, each net of tax, noncontrolling interest and equity earnings
of unconsolidated affiliates and on a consolidated basis for the applicable
period;
(vi)the Company's earnings per diluted Class A share, excluding the impact of
adjustments, for the fiscal year of 2020 and the fiscal year of 2019, which is
equal to earnings per diluted Class A share of the Company for the applicable
period plus restructuring charges, plus acquisition-related costs, plus non-cash
asset impairment charges, less (gain) loss on disposal of properties, plants,
equipment and businesses, net, plus non-cash pension settlement charges, plus
debt extinguishment charges, plus incremental COVID-19 costs, net, plus tax net
expense (benefit) resulting from the Tax Reform Act, each net of tax,
noncontrolling interest and equity earnings of unconsolidated affiliates and on
a consolidated basis for the applicable period;
(vii)the Company's consolidated adjusted EBITDA for the fiscal year of 2020 and
the fiscal year of 2019, which is equal to the Company's consolidated net income
for the applicable period plus interest expense, net, plus debt extinguishment
charges, plus income tax expense, plus depreciation, depletion and amortization
expense, plus restructuring charges, plus acquisition-related costs, plus
non-cash asset impairment charges, plus non-cash pension settlement charges,
plus incremental COVID-19 costs, net, less (gain) loss on disposal of
properties, plants, equipment and businesses, net, each on a consolidated basis
for the applicable period;

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(viii)the Company's consolidated adjusted free cash flow for the fiscal year of
2020 and the fiscal year of 2019, which is equal to the Company's consolidated
net cash provided by (used in) operating activities for the applicable period
less cash paid for purchases of properties, plants and equipment, plus cash paid
for acquisition-related costs, plus cash paid for debt issuance costs, plus cash
paid for incremental COVID-19 costs, net, plus cash paid for acquisition-related
ERP systems, each on a consolidated basis for the applicable period;
(ix)the Company's net debt as of October 31, 2020 and 2019, which is equal to
the Company's consolidated total debt as of the applicable date less cash and
cash equivalents as of the applicable date.
(x)net sales excluding foreign currency translation for the Company's Rigid
Industrial Packaging & Services business segment for the fourth quarter of 2020,
which is equal to that business segment's net sales for the applicable period,
after adjusting such sales for the applicable period foreign currency
translation;
(xi)adjusted EBITDA for the Company's Rigid Industrial Packaging & Services
business segment for the fourth quarter of 2020 and the fourth quarter of 2019,
which is equal to that business segment's operating profit less other expense,
net, less non-cash pension settlement charges, less equity earnings of
unconsolidated affiliates, net of tax, plus depreciation and amortization
expense, plus restructuring charges, plus acquisition-related costs, plus
non-cash asset impairment charges, plus non-cash pension settlement charges,
plus incremental COVID-19 costs, net, less gain on disposal of properties,
plants, equipment and businesses, net, each for the applicable period;
(xii)net sales excluding foreign currency translation for the Company's Paper
Packaging & Services business segment for the fourth quarter of 2020, which is
equal to that business segment's net sales for the applicable period, after
adjusting such sales for the applicable period foreign currency translation;
(xiii)adjusted EBITDA for the Company's Paper Packaging & Services business
. . .


Item 5.03(a). Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 8, 2020, the Company's Board of Directors adopted an amendment to Article 1, Section 4 the Company's Second Amended and Restated By-Laws that allows for meetings of the stockholders to be held by means of remote communication. The amendment to the Second Amended and Restated By-Laws is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure. On December 10, 2020, management of the Company held a conference call with interested investors and financial analysts (the "Conference Call") to discuss the Company's financial results for its fourth quarter and fiscal year ended October 31, 2020. The file transcript of the Conference Call is attached as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.



(d)Exhibits.
Exhibit No.       Description
  99.1            Press release issued by Greif, Inc. on December 9, 2020 announcing the
                  financial results for its fourth quarter and fiscal year ended October 31,
                  2020.
  99.2            Amendment to the Second Amended and Restated By-Laws of the Company.
  99.3            File transcript of conference call with interested investors and financial
                  analysts held by management of Greif, Inc. on December 10, 2020.

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