Item 2.02. Results of Operations and Financial Condition. On August 26, 2020, Greif, Inc. (the "Company") issued a press release (the "Earnings Release") announcing the financial results for its third quarter ended July 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 third
quarter of 2020 and the third quarter of 2019, which is equal to the Company's
consolidated net income for the applicable period plus restructuring charges,
plus acquisition and integration related costs, plus debt extinguishment
charges, plus non-cash asset impairment charges, plus non-cash pension
settlement income (expense), plus incremental COVID-19 costs, net, less (gain)
loss on disposal of properties, plants, equipment and businesses, net, 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 third quarter of 2020 and the third 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 and integration related
costs, plus debt extinguishment charges, plus non-cash asset impairment charges,
plus non-cash pension settlement (income) expense, plus incremental COVID-19
costs, net, less (gain) loss on disposal of properties, plants, equipment and
businesses, net, 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 third quarter of 2020
and the third quarter 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 and
integration related costs, plus non-cash asset impairment charges, plus
incremental COVID-19 costs, net, plus non-cash pension settlement (income)
expense, 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 third quarter of
2020 and the third 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 and integration related costs, plus cash paid for debt issuance
costs, plus cash paid for incremental COVID-19 costs, net, plus cash paid for
acquisition and integration related Enterprise Resource Planning ("ERP") systems
each on a consolidated basis for the applicable period;
(v)the Company's net debt for the third and second quarters of 2020 and the
third quarter of 2019, which is equal to the Company's consolidated total debt
at the end of the applicable period ended less cash and cash equivalents at the
end of the applicable period ended.
(vi)net sales excluding foreign currency translation for the Company's Rigid
Industrial Packaging & Services business segment for the third quarter of 2020
and the third quarter of 2019, which is equal to that business segment's net
sales for the applicable quarter, after adjusting such sales for the third
quarter of 2020 for foreign currency translation;
(vii)adjusted EBITDA for the Company's Rigid Industrial Packaging & Services
business segment for the third quarter of 2020 and the third quarter of 2019,
which is equal to that business segment's operating profit less other expense,
net, less equity earnings of unconsolidated affiliates, net of tax, plus
depreciation and amortization expense, plus restructuring charges, plus
acquisition and integration related costs, plus non-cash asset impairment
charges, plus incremental COVID-19 costs, net, less (gain) loss on disposal of
properties, plants, equipment and businesses, net, each for the applicable
period;
(viii)net sales excluding foreign currency translation for the Company's Paper
Packaging & Services business segment for the third quarter of 2020 and the
third quarter of 2019, which is equal to that business segment's net sales for
the applicable quarter, after adjusting such sales for the third quarter of 2020
for foreign currency translation;

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(ix)adjusted EBITDA for the Company's Paper Packaging & Services business
segment for the third quarter of 2020 and the third quarter of 2019, which is
equal to that business segment's operating profit less other (income) expense,
net, less non-cash pension settlement income, plus depreciation and amortization
expense, plus restructuring charges, plus acquisition and integration related
costs, plus non-cash pension settlement income, plus non-cash asset impairment
charges, plus incremental COVID-19 costs, net, less loss on disposal of
properties, plants, equipment and businesses, net, each for the applicable
period;
(x)net sales excluding foreign currency translation for the Company's Flexible
Products & Services business segment for the third quarter of 2020 and the third
quarter of 2019, which is equal to that business segment's net sales for the
applicable quarter, after adjusting such sales for the third quarter of 2020 for
foreign currency translation;
(xi)adjusted EBITDA for the Company's Flexible Products & Services business
segment for the third quarter of 2020 and the third quarter of 2019, which is
equal to that business segment's operating profit less other income, net, plus
depreciation and amortization expense, plus restructuring charges, plus
incremental COVID-19 costs, net, plus non-cash asset impairment charges, less
(gain) loss on disposal of properties, plants, equipment and businesses, net,
each for the applicable period; and
(xii)adjusted EBITDA for the Company's Land Management business segment for the
third quarter of 2020 and the third quarter of 2019, which is equal to that
business segment's operating profit plus depreciation, depletion and
amortization expense, plus restructuring charges, less gain on disposal of
properties, plants, equipment and businesses, net, each for the applicable
period.

The Earnings Release also included the following forward-looking non-GAAP
measures:
(i)the Company's fiscal year 2020 Class A earnings per share before adjustments
guidance, which is equal to earnings per diluted Class A share of the Company
for such period plus restructuring charges, plus acquisition and integration
related costs, plus non-cash asset impairment charges, plus non-cash pension
settlement (income) expense, plus incremental COVID-19 costs, net, less (gain)
loss on disposal of properties, plants, equipment and businesses, net, each net
of tax, noncontrolling interest and equity earnings of unconsolidated affiliates
and on a consolidated basis for the applicable period; and
(ii)the Company's fiscal year 2020 tax rate guidance, excluding the impact of
adjustments, which is equal to the Company's consolidated tax expense for such
period plus the tax expense (benefit) of restructuring charges, plus the tax
expense (benefit) of acquisition and integration related costs, plus the tax
expense (benefit) of non-cash asset impairment charges, plus the tax expense
(benefit) of non-cash pension settlement (income) expense, less the tax expense
(benefit) of gains on disposal of properties, plants, equipment and businesses,
net, divided by the Company's consolidated income before income tax expense and
equity earnings of unconsolidated affiliates, net for such period plus
restructuring charges, 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, less (gain) loss on disposal of
properties, plants, equipment and businesses, net, each on a consolidated basis
for such period; and
(iii)the Company's fiscal year 2020 projected adjusted free cash flow guidance,
which is equal to the Company's consolidated net cash provided by (used in)
operating activities for such period, less cash paid for purchases of
properties, plants and equipment, plus cash paid for acquisition and integration
related costs, plus cash paid for incremental COVID-19 costs, net, plus cash
paid for acquisition and integration related ERP systems. A reconciliation of
this forward-looking non-GAAP financial measure was included in the Earnings
Release.
No reconciliation of the forward-looking non-GAAP financial measures were
included in the Earnings Release for items (i) and (ii) because, due to the high
variability and difficulty in making accurate forecasts and projections of some
of the excluded information, together with some of the excluded information not
being ascertainable or accessible, the Company is unable to quantify certain
amounts that would be required to be included in the most directly comparable
GAAP financial measures without unreasonable efforts.
Management of the Company uses the non-GAAP Measures to evaluate ongoing
operations and believes that these non-GAAP Measures are useful to investors.
The exclusion of the impact of the identified adjustments (restructuring
charges, acquisition and integration related costs, non-cash asset impairment
charges, incremental COVID-19 costs, net, non-cash pension settlement (income)
. . .

Item 7.01. Regulation FD Disclosure.

On August 27, 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 third quarter ended July 31, 2020. The file transcript of the Conference Call is attached as Exhibit 99.2 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 August 26, 2020 announcing the financial
                  results for its third quarter ended July 31, 2020.
  99.2            File transcript of conference call with interested investors and financial
                  analysts held by management of Greif Inc. on August 27, 2020.

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