2 0 2 0

A N N U A L R E P O RT

DEAR FELLOW SHAREHOLDERS,

Greif made meaningful progress across our strategic priorities - Engaged Teams, Differentiated Customer Service and Enhanced Performance - in 2020. While the ongoing global health pandemic created unprecedented challenges to our daily lives, we overcame these obstacles to accomplish much during this past year. This highlights our Greif team's discipline, resolve and extraordinary dedication to our business and customers.

Engaged Teams - Safe and engaged teams fuel Greif's ongoing success. To help counter potential colleague exposure to COVID-19, we changed how we worked and implemented advanced safety and health protocols across our global workplace this year. We also advanced toward our "zero harm" workplace aspiration with more than 50 percent of our manufacturing sites recording zero medical cases in 2020. To further improve our workplace, we completed our third annual colleague engagement survey and achieved a companywide engagement score placing Greif among the best performers in the manufacturing sector. Lastly, we expanded our colleague resource group offering to strengthen our commitment to diversity and inclusion. We also engaged our colleagues in active listening sessions about race and equality to ensure our behaviors align to our value systems outlined in The Greif Way.

Differentiated Customer Service - Our vision is, in industrial packaging, be the best performing customer service company in the world. Although COVID-19 forced us to interact with customers in new ways, it did not prevent us from serving their needs with excellence. In 2020 we launched an in-depth customer interview process to identify new markets and customer needs. We also completed our 10th Net Promoter Score (NPS) survey and achieved an all-time best score of 67, which represents a 10% improvement over our 2019 result.

Enhanced Performance - While macroeconomic uncertainty caused by COVID-19 impacted our profitability in 2020, we still advanced our financial priorities of generating cash and paying down debt. Adjusted Free Cash Flow improved by more than 29 percent versus 2019 thanks to disciplined operational execution and sharp working capital focus. We reduced net debt by more than $293 million dollars and rewarded our investors with more than $104 million in dividends. In addition to solid financial results, we made great progress on our sustainability journey. More than 35 of our manufacturing facilities achieved "zero waste to landfill" status, and we commenced third party assessments of our suppliers' sustainability performance to find opportunities for improvement. Finally, we were awarded with our third consecutive gold rating from EcoVadis for sustainability leadership and our third consecutive A- rating from CDP as part of their annual climate change assessment.

In summary, I am incredibly proud of how our global team adapted and responded to the unique and unprecedented challenges presented this past year. Looking ahead to 2021, the Greif team will remain laser focused on controlling the execution levers within our control as the world emerges from the pandemic. We have a solid foundation - our vision is clear; our teams are engaged; we are focused on serving our customers; and our financial priorities are sound. We will leverage our position and scale as the world's leading industrial packaging company to drive greater value for our colleagues, our communities and our shareholders. I am excited about our future. Thank you for your support and continued investment in Greif.

Best regards,

Peter G. Watson

President and Chief Executive Officer

GAAP TO NON-GAAP RECONCILIATION

ADJUSTED FREE CASH FLOW (1)

UNAUDITED

Twelve months ended October 31,

(in millions)

2020

2019

2018

Net cash provided by operating activities

$

454.7

$

389.5

$

253.0

Cash paid for purchases of properties, plants and equipment

(131.4)

(156.8)

(140.2)

Free Cash Flow

$

323.3

$

232.7

$

112.8

Cash paid for acquisition and integration related costs

17.0

29.7

0.7

Cash paid for debt issuance costs(2)

-

5.1

-

Additional U.S. pension contribution

-

-

65.0

Cash paid for incremental COVID-19 costs, net (3)

2.6

-

-

Cash paid for acquisition-related ERP systems (4)

3.3

0.3

-

Adjusted Free Cash Flow

$

346.2

$

267.8

$

178.5

(1)Adjusted free cash flow is defined as net cash provided by operating activities, less cash paid for purchases of properties, plants and equipment, plus cash paid for aacquisition and integration related costs, plus cash paid for debt issuance costs, plus an additional one-time $65.0 million contribution made by the Company to its U.S. defined benefit plan during the third quarter of 2018, plus cash paid for incremental COVID-19 costs, net, plus cash paid for acquisition-related ERP systems.

(2)Cash paid for debt issuance costs is defined as cash payments for debt issuance related expenses included within net cash used in operating activities.

(3)Incremental COVID-19 costs, net includes costs directly attributable to COVID-19 such as costs incurred for incremental cleaning and sanitation efforts and employee safety measures, offset by economic relief received from foreign governments.

(4)Cash paid for acquisition-related ERP systems is defined as capital expenditures for the integration of Caraustar into Grief's global enterprise resource planning system.

GAAP TO NON-GAAP RECONCILIATION

NET DEBT (5)

UNAUDITED

(in millions)

October 31, 2020

October 31, 2019

Total Debt

2,487.0

2,751.9

Cash and cash equivalents

(105.9)

(77.3)

Net Debt

2,381.1

2,674.6

  1. Net debt is dened as total debt less cash and cash equivalents.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

  • ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended October 31, 2020 or

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

GREIF, INC.

Delaware

(State or other jurisdiction of incorporation or organization)

425 Winter Road Delaware Ohio (Address of principal executive offices)

31-4388903

(I.R.S. Employer

Identification No.)

43015

(Zip Code)

Registrant's telephone number, including area code (740) 549-6000

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

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Index to Form 10-K Annual Report for the Fiscal Year ended October 31, 2020

Form

Description

Page

10-K Item

Part I

1

Business

4

(a) General Development of Business

4

(b) Financial Information about Segments

4

(c) Narrative Description of Business

4

(d) Financial Information about Geographic Areas

7

(e) Available Information

7

1A.

(f) Other Matters

7

Risk Factors

8

1B.

Unresolved Staff Comments

18

2

Properties

19

3

Legal Proceedings

22

Part II

4

Mine Safety Disclosures

22

5

Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

23

6

Selected Financial Data

24

7

Management's Discussion and Analysis of Financial Condition and Results of Operations

25

7A.

Quantitative and Qualitative Disclosures about Market Risk

40

8

Financial Statements and Supplementary Data

43

Consolidated Statements of Income

43

Consolidated Statements of Comprehensive Income

43

Consolidated Balance Sheets

44

Consolidated Statements of Cash Flows

46

Consolidated Statements of Changes in Shareholders' Equity

47

Note 1 - Basis of Presentation and Summary of Significant Accounting Policies

48

Note 2 - Acquisitions and Divestitures

56

Note 3 - Goodwill and Other Intangible Assets

58

Note 4 - Restructuring Charges

60

Note 5 - Consolidation of Variable Interest Entities

61

Note 6 - Long-Term Debt

63

Note 7 - Financial Instruments and Fair Value Measurements

66

Note 8 - Stock-Based Compensation

69

Note 9 - Income Taxes

70

Note 10 - Post-Retirement Benefit Plans

73

Note 11 - Contingent Liabilities and Environmental Reserves

78

Note 12 - Earnings Per Share

80

Note 13 - Equity Earnings of Unconsolidated Affiliates, Net of Tax

82

Note 14 - Leases

82

Note 15 - Business Segment Information

83

Note 16 - Comprehensive Income (Loss)

86

Note 17 - Quarterly Financial Data (Unaudited)

86

Note 18 - Redeemable Noncontrolling Interests

88

Note 19 - Subsequent Events

89

9

Report of Independent Registered Public Accounting Firm

90

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

92

9A.

Controls and Procedures

92

9B.

Report of Independent Registered Public Accounting Firm

93

Other Information

93

Form

Description

Page

10-K Item

Part III

10

Directors, Executive Officers and Corporate Governance

94

11

Executive Compensation

94

12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

94

13

Certain Relationships and Related Transactions, and Director Independence

94

Part IV

14

Principal Accountant Fees and Services

95

15

Exhibits and Financial Statement Schedules

95

16

Form 10-K Summary

98

Schedules

Signatures

99

Schedule II

100

PART I

ITEM 1. BUSINESS

(a) General Development of Business

  1. Financial Information about Segments
  2. Narrative Description of Business Sales

COVID-19

Markets

Resources

Government Laws and Regulations

Human Capital

Health and Safety

Diversity and Inclusion

Talent Development

  1. Financial Information about Geographic Areas
  2. Available Information
  3. Other Matters

ITEM 1A. RISK FACTORS

Risks Related to Market and Economic Factors

Historically, our Business has been Sensitive to Changes in General Economic or Business Conditions.

Our Global Operations Subject us to Currency Exchange and Political Risks that Could Adversely Affect our Results of Operations.

The COVID-19 Pandemic Could Continue to Impact Any Combination of our Business, Financial Condition, Results of Operations and Cash Flows.

The Current and Future Challenging Global Economy and Disruption and Volatility of the Financial and Credit Markets may Adversely Affect our Business.

Risks Related to Industry Conditions

The Continuing Consolidation of our Customer Base and Suppliers may Intensify Pricing Pressure.

We Operate in Highly Competitive Industries.

Our Business is Sensitive to Changes in Industry Demands and Customer Preferences.

Raw Material, Energy and Transportation Price Fluctuations and Shortages may Adversely Impact our Manufacturing Operations and Costs.

The Frequency and Volume of our Timber and Timberland Sales Will Impact our Financial Performance.

Risks Related to our Operations

We may not Successfully Implement our Business Strategies, Including Achieving our Growth Objectives.

We may Encounter Difficulties or Liabilities Arising from Acquisitions or Divestitures.

The Acquisition of Caraustar Subjects us to Various Risks and Uncertainties.

We may Incur Additional Restructuring Costs and there is no Guarantee that our Efforts to Reduce Costs will be Successful.

Several Operations are Conducted by Joint Ventures that we Cannot Operate Solely for our Benefit.

Certain of the Agreements that Govern our Joint Ventures Provide our Partners With Put or Call Options.

Our Ability to Attract, Develop and Retain Talented and Qualified Employees, Managers and Executives is Critical to our Success.

Our Business may be Adversely Impacted by Work Stoppages and Other Labor Relations Matters.

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.

Our Business Depends on the Uninterrupted Operations of our Facilities, Systems and Business Functions, Including our Information Technology (''IT'') and Other Business Systems.

A Security Breach of Customer, Employee, Supplier or Company Information may have a Material Adverse Effect on our Business, Financial Condition, Results of Operations and Cash Flows.

Risks Related to Financial Reporting

Changes in U.S. Generally Accepted Accounting Principles (''GAAP'') and SEC Rules and Regulations Concerning the Maintenance of Effective Internal Controls Could Materially Impact our Reported Financial Results.

We Could be Subject to Changes in our Tax Rates, the Adoption of New U.S. or Foreign Tax Legislation or Exposure to Additional Tax Liabilities.

Full Realization of our Deferred Tax Assets may be Affected by a Number of Factors.

Our Level of Indebtedness Could Adversely Affect our Liquidity, Limit our Flexibility in Responding to Business Opportunities, and Increase our Vulnerability to Adverse Changes in Economic and Industry Conditions.

We have a Significant Amount of Goodwill and Long-lived Assets Which, if Impaired in the Future, Would Adversely Impact our Results of Operations.

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.

Risks Related to Regulatory and Legal Costs

Legislation/Regulation Related to Environmental and Health and Safety Matters and Corporate Social Responsibility Could Negatively Impact our Operations and Financial Performance.

Product Liability Claims and Other Legal Proceedings Could Adversely Affect our Operations and Financial Performance.

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.

Changing Climate, Climate Change Regulations and Greenhouse Gas Effects may Adversely Affect our Operations and Financial Performance.

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 2. PROPERTIES

Location

Products or Use

Owned

Leased

RIGID INDUSTRIAL PACKAGING & SERVICES:

-

1

Algeria

Steel drums

Argentina

Steel and plastic drums, pails and water bottles

2

1

Austria

Steel drums, intermediate bulk containers and reconditioned containers and services

-

1

Belgium

Steel and plastic drums

2

-

Brazil

Steel and plastic drums, steel lids and closures

5

2

Canada

Plastic drums and warehouse

1

1

Chile

Steel drums, water bottles and warehouse

1

1

China

Steel and plastic drums, closures and intermediate bulk containers and packaging

7

-

services

Colombia

Steel and plastic drums and water bottles

-

1

Costa Rica

Steel drums

-

1

Czech Republic

Steel drums

1

-

Denmark

Fibre drums

-

1

Egypt

Steel drums

1

-

France

Steel and plastic drums, intermediate bulk containers, reconditioned containers and

3

-

closures

Germany

Steel drums, water bottles, intermediate bulk containers and closures

4

-

Greece

Steel drums

1

-

Guatemala

Steel drums

1

-

Hungary

Steel drums

1

-

Israel

Steel, plastic and fibre drums and intermediate bulk containers

-

1

Italy

Steel and plastic drums, jerry cans, intermediate bulk containers and accessories and

1

2

rebottling and post-consumer recycling

Kenya

Steel drums

-

1

Malaysia

Steel drums

1

1

Mexico

Steel, plastic and fibre drums and warehouse

1

2

Morocco

Steel and plastic drums

1

-

Netherlands

Steel drums and disks, paints and linings, intermediate bulk containers,

4

3

reconditioned containers and closures

Nigeria

Corporate housing

1

-

Poland

Steel drums and water bottles

1

-

Location

Products or Use

Owned

Leased

Portugal

Steel drums

1

-

Russia

Steel drums, clovertainers, intermediate bulk containers and general office

6

4

Saudi Arabia

Steel drums

-

2

Singapore

Steel and plastic drums

-

1

South Africa

Steel and plastic drums

2

1

Spain

Steel drums and intermediate bulk containers

2

1

Sweden

Steel and plastic drums and intermediate bulk containers

1

1

Turkey

Steel drums

1

-

Ukraine

Water bottles and distribution center

-

1

United Kingdom

Steel drums and intermediate bulk containers

2

-

United States

Fibre, steel and plastic drums, intermediate bulk containers, reconditioned

15

22

Vietnam

containers, closures, warehouse and packaging services

Steel drums

1

-

FLEXIBLE PRODUCTS & SERVICES:

Manufacturing plant

-

1

Belgium

Brazil

General office

-

1

Chile

General office

-

1

China

Manufacturing plant

-

1

France

Manufacturing plant

1

-

Germany

General offices and warehouse

-

2

India

General office

-

1

Ireland

Distribution center

-

1

Mexico

Manufacturing plant

-

1

Netherlands

General offices and warehouse

-

1

Romania

Manufacturing plants

-

2

Turkey

Manufacturing plants

-

3

Ukraine

Manufacturing plant

1

-

United Kingdom

Manufacturing plant

-

1

United States

General offices and warehouse

-

2

Vietnam

Manufacturing plant

-

1

PAPER PACKAGING & SERVICES:

Spiral-wound paper tubes and cores and warehouse

2

3

Canada

United States

Corrugated sheets and containers, spiral-wound paper tubes and cores,

headers,

adhesives, protect-a-board, containerboard, coated and uncoated recycled

59

46

paperboard, recycled fibre plants, general offices and warehouses

Location

Products or Use

Owned

Leased

LAND MANAGEMENT:

General offices

2

2

United States

CORPORATE:

General office

-

1

Belgium

Hungary

Shared service center

-

1

Netherlands

General office

-

1

United States

Principal and general offices

3

-

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

2020 Dividends per Share - Class A $1.76; Class B $2.63 2019 Dividends per Share - Class A $1.76; Class B $2.63

Performance Graph

ITEM 6. SELECTED FINANCIAL DATA

(in millions, except per share amounts)

Year Ended October 31,

2020

2019(1)

2018

2017

2016

Net sales

$

4,515.0

$

4,595.0

$

3,873.8

$

3,638.2

$

3,323.6

Net income attributable to Greif, Inc.

$

108.8

$

171.0

$

209.4

$

118.6

$

74.9

Total assets

$

5,510.9

$

5,426.7

$

3,194.8

$

3,232.3

$

3,153.0

Long-term debt, including current portion of long-term debt

$

2,469.7

$

2,756.3

$

907.6

$

952.8

$

974.6

Basic earnings per share:

$

1.83

$

2.89

$

3.56

$

2.02

$

1.28

Class A common stock

Class B common stock

$

2.74

$

4.33

$

5.33

$

3.02

$

1.90

Diluted earnings per share:

$

1.83

$

2.89

$

3.55

$

2.02

$

1.28

Class A common stock

Class B common stock

$

2.74

$

4.33

$

5.33

$

3.02

$

1.90

Dividends per share:

$

1.76

$

1.76

$

1.70

$

1.68

$

1.68

Class A common stock

Class B common stock

$

2.63

$

2.63

$

2.54

$

2.51

$

2.51

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

COVID-19

RESULTS OF OPERATIONS

Year Ended October 31, (in millions)

2020

2019

2018

Net sales:

$

2,298.9

$

2,490.6

$

2,623.6

Rigid Industrial Packaging & Services

Paper Packaging & Services

1,916.9

1,780.0

898.5

Flexible Products & Services

272.9

297.5

324.2

Land Management

$

26.3

$

26.9

$

27.5

Total net sales

4,515.0

4,595.0

3,873.8

Operating profit:

$

209.9

$

179.6

$

183.2

Rigid Industrial Packaging & Services

Paper Packaging & Services

71.0

184.3

158.3

Flexible Products & Services

15.5

25.3

19.4

Land Management

$

8.5

$

9.9

$

9.6

Total operating profit

304.9

399.1

370.5

EBITDA:

$

284.6

$

251.6

$

249.0

Rigid Industrial Packaging & Services

Paper Packaging & Services

225.9

307.0

191.8

Flexible Products & Services

22.4

32.7

25.7

Land Management

$

13.0

$

14.2

$

14.2

Total EBITDA

545.9

605.5

480.7

Adjusted EBITDA:

$

297.5

$

269.9

$

273.4

Rigid Industrial Packaging & Services

Paper Packaging & Services

306.4

348.3

192.3

Flexible Products & Services

26.8

28.6

25.6

Land Management

$

11.9

$

12.1

$

11.9

Total Adjusted EBITDA

642.6

658.9

503.2

Year Ended October 31, (in millions)

2020

2019

2018

Net income

$124.3

$194.2

$229.5

Plus: interest expense, net

115.8

112.5

51.0

Plus: debt extinguishment charges

-

22.0

-

Plus: income tax expense

63.3

70.7

73.3

Plus: depreciation, depletion and amortization expense

242.5

206.1

126.9

EBITDA

$545.9

$605.5

$480.7

Net income

$124.3

$194.2

$229.5

Plus: interest expense, net

115.8

112.5

51.0

Plus: debt extinguishment charges

-

22.0

-

Plus: income tax expense

63.3

70.7

73.3

Plus: non-cash pension settlement charges

0.3

-

1.3

Plus: other expense, net

2.7

2.6

18.4

Plus: equity earnings of unconsolidated affiliates, net of tax

(1.5)

(2.9)

(3.0)

Operating profit

304.9

399.1

370.5

Less: other expense, net

2.7

2.6

18.4

Less: non-cash pension settlement charges

0.3

-

1.3

Less: equity earnings of unconsolidated affiliates, net of tax

(1.5)

(2.9)

(3.0)

Plus: depreciation, depletion and amortization expense

242.5

206.1

126.9

EBITDA

545.9

605.5

480.7

Plus: restructuring charges

38.7

26.1

18.6

Plus: acquisition and integration related costs

17.0

29.7

0.7

Plus: non-cash asset impairment charges

18.5

7.8

8.3

Plus: non-cash pension settlement charges

0.3

-

1.3

Plus: incremental COVID-19 costs, net

2.6

-

-

Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net

19.6

(10.2)

(6.4)

Adjusted EBITDA

$642.6

$658.9

$503.2

Year Ended October 31, (in millions)

2020

2019

2018

Rigid Industrial Packaging & Services

$

209.9

$

179.6

$

183.2

Operating profit

Less: other expense, net

5.3

7.2

17.1

Less: non-cash pension settlement charges

0.4

-

1.3

Less: equity earnings of unconsolidated affiliates, net of tax

(1.5)

(2.9)

(3.0)

Plus: depreciation and amortization expense

78.9

76.3

81.2

EBITDA

284.6

251.6

249.0

Plus: restructuring charges

26.0

18.8

17.3

Plus: acquisition and integration related costs

-

0.6

0.7

Plus: non-cash asset impairment charges

5.1

2.7

8.3

Plus: non-cash pension settlement charges

0.4

-

1.3

Plus: incremental COVID-19 costs, net

0.1

-

-

Less: gain on disposal of properties, plants, equipment, and businesses, net

$

(18.7)

$

(3.8)

$

(3.2)

Adjusted EBITDA

297.5

269.9

273.4

Paper Packaging & Services

$

71.0

$

184.3

$

158.3

Operating profit

Less: other (income) expense, net

(1.3)

(3.4)

0.7

Less: non-cash pension settlement charges

(0.1)

-

-

Plus: depreciation and amortization expense

153.5

119.3

34.2

EBITDA

225.9

307.0

191.8

Plus: restructuring charges

9.9

6.2

0.4

Plus: acquisition and integration related costs

17.0

29.1

-

Plus: non-cash asset impairment charges

12.5

5.1

-

Plus: non-cash pension settlement charges

(0.1)

-

-

Plus: incremental COVID-19 costs, net

1.9

-

-

Less: loss on disposal of properties, plants, equipment, and businesses, net

$

39.3

$

0.9

$

0.1

Adjusted EBITDA

306.4

348.3

192.3

Flexible Products & Services

$

15.5

$

25.3

$

19.4

Operating profit

Less: other (income) expense, net

(1.3)

(1.2)

0.6

Plus: depreciation and amortization expense

5.6

6.2

6.9

EBITDA

22.4

32.7

25.7

Plus: restructuring charges

2.8

1.0

0.9

Plus: non-cash asset impairment charges

0.9

-

-

Plus: incremental COVID-19 costs, net

0.6

-

-

Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net

$

0.1

$

(5.1)

$

(1.0)

Adjusted EBITDA

26.8

28.6

25.6

Land Management

$

8.5

$

9.9

$

9.6

Operating profit

Plus: depreciation, depletion and amortization expense

4.5

4.3

4.6

EBITDA

13.0

14.2

14.2

Plus: restructuring charges

-

0.1

-

Less: gain on disposal of properties, plants, equipment, and businesses, net

$

(1.1)

$

(2.2)

$

(2.3)

Adjusted EBITDA

11.9

12.1

11.9

Year 2020 Compared to Year 2019

Net Sales

Gross Profit

Selling, General and Administrative Expenses

Restructuring Charges

Acquisition and Integration Related Costs

Impairment Charges

Gain on Disposal of Properties, Plants and Equipment, net Loss on Disposal of Businesses, net

Financial Measures

Trends

Segment Review

Rigid Industrial Packaging & Services

Paper Packaging & Services

Flexible Products & Services

Land Management

sU.S. and Non-U.S. Income before Income Tax Expense

Summary

Year ended

October 31,

Non-U.S. % of Consolidated Net Sales

2020 2019

38.9%

40.6%

U.S. % of Consolidated Net Sales

61.1%

59.4%

Non-U.S. % of Consolidated I.B.I.T.

100.0%

100.0%

86.3%

50.4%

U.S. % of Consolidated I.B.I.T.

13.7%

49.6%

Non-U.S. % of Consolidated I.B.I.T. before Adjustments

100.0%

100.0%

60.0%

44.0%

U.S. % of Consolidated I.B.I.T. before Adjustments

40.0%

56.0%

100.0%

100.0%

Non-U.S. I.B.I.T. Reconciliation

Year ended

October 31,

Non-U.S. I.B.I.T.

2020 2019

$

160.6

$

132.1

Non-cash asset impairment charges

5.5

2.7

Non-cash pension settlement charge

0.4

-

Restructuring charges

12.0

16.3

Acquisition and integration related costs

0.1

0.5

Loss on sale of businesses

0.9

2.9

Total Non-U.S. Adjustments

$

18.9

$

22.4

Non-U.S. I.B.I.T. before Adjustments

179.5

154.5

U.S. I.B.I.T. Reconciliation

Year ended

October 31,

U.S. I.B.I.T.

2020 2019

$

25.5

$

129.9

Non-cash asset impairment charges

13.0

5.1

Non-cash pension settlement charge

(0.1)

-

Restructuring charges

26.7

9.8

Acquisition and integration related costs

16.9

29.2

Debt extinguishment charges

-

22.0

Loss on sale of businesses

37.9

0.8

Total U.S. Adjustments

$

94.4

$

66.9

U.S. I.B.I.T. before Adjustments

119.9

196.8

Income Tax Expense

Net Income Attributable to Noncontrolling Interests

Year 2019 Compared to Year 2018

OTHER COMPREHENSIVE INCOME CHANGES

Foreign Currency Translation

Derivative Financial Instruments

Minimum Pension Liability, net

BALANCE SHEET CHANGES

Working Capital Changes

LIQUIDITY AND CAPITAL RESOURCES

Capital Expenditures

United States Trade Accounts Receivable Credit Facility

International Trade Accounts Receivable Credit Facilities

Borrowing Arrangements

(in millions)

October 31,

October 31,

2020

2019

2019 Credit Agreement - Term Loans

$1,429.8

$1,612.2

Senior Notes due 2027

495.1

494.3

Senior Notes due 2021

234.8

221.7

Accounts receivable credit facilities

310.0

351.6

2019 Credit Agreement - Revolving Credit Facility

-

76.1

Other debt

-

0.4

Less current portion

2,469.7

2,756.3

123.1

83.7

Less deferred financing costs

11.1

13.6

Long-term debt, net

$2,335.5

$2,659.0

2019 Credit Agreement

pari passu

Senior Notes

Financial Instruments

Interest Rate Derivatives

Foreign Exchange Hedges

Cross Currency Swap

Contractual Obligations

Payments Due by Period

(in millions)

Total

Less than 1

1-3 years

3-5 years

After 5 years

year

Long-term debt, net of deferred financing costs

$2,335.5

$

541.8

$

270.8

$ 780.3

$

742.6

Short-term borrowings

28.4

28.4

120.7

87.6

172.1

Operating and capital lease obligations

447.4

67.0

Liabilities held by special purpose entities

43.3

43.3

12.0

0.5

7.4

Legal and environmental reserves

20.2

0.3

Current portion of long-term debt

123.1

123.1

5.0

3.4

Mandatorily redeemable noncontrolling interests

8.4

-

Deferred purchase price of Tholu

28.1

$

3.3

$

24.8

$ 871.8

$

922.1

Total

$3,034.4

807.2

433.3

Stock Repurchase Program and Other Share Acquisitions

Effects of Inflation

Critical Accounting Policies

Goodwill and Indefinite-Lived Intangibles Impairment Testing.

Goodwill Balance

(in millions)

October 31,

October 31,

2020

2019

Rigid Industrial Packaging & Services

$

252.0

$

252.9

North America

Europe, Middle East and Africa

331.4

313.0

Asia Pacific

89.0

88.6

Tri-Sure

78.1

77.2

Paper Packaging & Services

$

767.9

$

786.1

Total

1,518.4

1,517.8

Recent Accounting Standards

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Financial Instruments

Expected Maturity Date

Fair

2021

2022

2023

2024

2025

After

Total

2025

Value

2019 Credit Agreement:

$

123

$

138

$ 138

$

48

$

19

$

5

$ 471

$471

Scheduled amortizations

Scheduled maturity

$

-

-

-

716

-

$

243

$ 959

$959

Average interest rate(1)

2.49%

2.49%

2.49%

2.49%

2.49%

2.49%

2.49%

Senior Notes due 2021:

$

235

$

-

-

-

-

-

$ 235

$242

Scheduled maturity

Average interest rate

7.38%

-

-

-

-

-

7.38%

Senior Notes due 2027:

-

-

-

-

-

$

500

$ 500

$524

Scheduled maturity

Average interest rate

-

-

-

-

-

6.50%

6.50%

Receivables Facilities:

$

310

-

-

-

-

-

$ 310

$310

Scheduled maturity

Weighted average interest rate

2.06%

-

-

-

-

-

2.06%

Expected Maturity Date

Fair

2020

2021

2022

2023

2024

After

Total

2024

Value

2019 Credit Agreement:

$

84

$ 131

$ 148

$ 148

$

51

$

25

$

587

$

587

Scheduled amortizations

Scheduled maturity

-

-

-

-

$

841

$

260

$

1,101

$

1,101

Average interest rate(1)

3.71%

3.71%

3.71%

3.71%

3.71%

-

3.71%

Senior Notes due 2021:

-

$ 222

-

-

-

-

$

222

$

248

Scheduled maturity

Average interest rate

-

7.38%

-

-

-

-

7.38%

Senior Notes due 2027:

-

-

-

-

-

$

500

$

500

$

538

Scheduled maturity

Average interest rate

-

-

-

-

-

6.50%

6.50%

Receivables Facility:

$

352

-

-

-

-

-

$

352

$

352

Scheduled maturity

Weighted average interest rate

2.00%

-

-

-

-

-

2.00%

Currency Risk

Commodity Price Risk

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF INCOME

Year Ended October 31, (in millions, except per share amounts)

2020

2019

2018

Net sales

$4,515.0

$4,595.0

$3,873.8

Costs of products sold

3,600.3

3,635.1

3,084.9

Gross profit

914.7

959.9

788.9

Selling, general and administrative expenses

516.0

507.4

397.2

Restructuring charges

38.7

26.1

18.6

Acquisition and integration related costs

17.0

29.7

0.7

Non-cash asset impairment charges

18.5

7.8

8.3

Gain on disposal of properties, plants and equipment, net

(19.2)

(13.9)

(5.6)

(Gain) loss on disposal of businesses, net

38.8

3.7

(0.8)

Operating profit

304.9

399.1

370.5

Interest expense, net

115.8

112.5

51.0

Debt extinguishment charges

-

22.0

-

Non-cash pension settlement charges

0.3

-

1.3

Other expense, net

2.7

2.6

18.4

Income before income tax expense and equity earnings of unconsolidated affiliates, net

186.1

262.0

299.8

Income tax expense

63.3

70.7

73.3

Equity earnings of unconsolidated affiliates, net of tax

(1.5)

(2.9)

(3.0)

Net income

124.3

194.2

229.5

Net income attributable to noncontrolling interests

$

(15.5)

$

(23.2)

$

(20.1)

Net income attributable to Greif, Inc.

108.8

171.0

209.4

Basic earnings per share attributable to Greif, Inc. common shareholders:

$

1.83

$

2.89

$

3.56

Class A common stock

Class B common stock

$

2.74

$

4.33

$

5.33

Diluted earnings per share attributed to Greif, Inc. common shareholders:

$

1.83

$

2.89

$

3.55

Class A common stock

Class B common stock

$

2.74

$

4.33

$

5.33

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended October 31, (in millions)

2020

2019

2018

Net income

$124.3

$194.2

$229.5

Other comprehensive income (loss), net of tax:

(9.8)

(4.5)

(45.5)

Foreign currency translation

Derivative financial instruments

(12.0)

(26.1)

7.7

Minimum pension liabilities

15.1

(25.3)

16.3

Other comprehensive income (loss), net of tax

(6.7)

(55.9)

(21.5)

Comprehensive income

117.6

138.3

208.0

Comprehensive income attributable to noncontrolling interests

2.6

23.9

18.1

Comprehensive income attributable to Greif, Inc.

$115.0

$114.4

$189.9

See accompanying Notes to Consolidated Financial Statements.

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in millions)

October 31,

October 31,

2020

2019

ASSETS

Current assets

$

105.9

$

77.3

Cash and cash equivalents

Trade accounts receivable, less allowance of $9.4 in 2020 and $6.8 in 2019

636.6

664.2

Inventories:

208.4

238.4

Raw materials

Work-in-process

5.4

11.3

Finished goods

79.8

108.5

Assets held for sale

57.0

4.1

Assets held by special purpose entities

50.9

-

Prepaid expenses

43.0

44.0

Other current assets

115.8

101.2

Long-term assets

1,302.8

1,249.0

1,518.4

1,517.8

Goodwill

Other intangible assets, net of amortization

715.3

776.5

Deferred tax assets

11.3

15.9

Assets held by special purpose entities

-

50.9

Pension assets

29.5

35.4

Operating lease assets

307.5

-

Other long-term assets

99.2

90.9

Properties, plants and equipment

2,681.2

2,487.4

224.5

272.4

Timber properties, net of depletion

Land

162.6

178.0

Buildings

524.7

531.0

Machinery and equipment

1,930.6

1,866.2

Capital projects in progress

120.6

170.4

Accumulated depreciation

2,963.0

3,018.0

(1,436.1)

(1,327.7)

Total assets

$

1,526.9

$

1,690.3

5,510.9

5,426.7

See accompanying Notes to Consolidated Financial Statements.

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in millions)

October 31,

October 31,

2020

2019

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities

$

450.7

$

435.2

Accounts payable

Accrued payroll and employee benefits

122.3

142.4

Restructuring reserves

21.6

11.3

Current portion of long-term debt

123.1

83.7

Short-term borrowings

28.4

9.2

Liabilities held by special purpose entities

43.3

-

Current portion of operating lease liabilities

52.3

-

Other current liabilities

158.4

143.6

Long-term liabilities

1,000.1

825.4

2,335.5

2,659.0

Long-term debt

Operating lease liabilities

257.7

-

Deferred tax liabilities

339.2

313.0

Pension liabilities

137.7

177.6

Post-retirement benefit obligations

11.6

12.2

Liabilities held by special purpose entities

-

43.3

Contingent liabilities and environmental reserves

20.2

18.7

Mandatorily redeemable noncontrolling interests

8.4

8.4

Long-term income tax payable

27.8

27.8

Other long-term liabilities

152.0

128.9

Commitments and Contingencies (Note 11)

3,290.1

3,388.9

20.0

21.3

Redeemable Noncontrolling Interests (Note 18)

Equity

170.2

162.6

Common stock, without par value

Treasury stock, at cost

(134.4)

(134.8)

Retained earnings

1,543.9

1,539.0

Accumulated other comprehensive income (loss), net of tax:

(294.9)

(298.0)

Foreign currency translation

Derivative financial instruments

(24.7)

(12.7)

Minimum pension liabilities

(107.9)

(123.0)

Total Greif, Inc. shareholders' equity

1,152.2

1,133.1

Noncontrolling interests

48.5

58.0

Total shareholders' equity

$

1,200.7

$

1,191.1

Total liabilities and shareholders' equity

5,510.9

5,426.7

See accompanying Notes to Consolidated Financial Statements.

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended October 31, (in millions)

2020

2019

2018

Cash flows from operating activities:

$

124.3

$

194.2

$

229.5

Net income

Adjustments to reconcile net income to net cash provided by operating activities:

242.5

206.1

126.9

Depreciation, depletion and amortization

Non-cash asset impairment charges

18.5

7.8

8.3

Non-cash pension settlement charges

0.3

-

1.3

Gain on disposals of properties, plants and equipment, net

(19.2)

(13.9)

(5.6)

(Gain) loss on disposals of businesses, net

38.8

3.7

(0.8)

Unrealized foreign exchange (gain) loss

(4.2)

3.0

(0.7)

Deferred income tax (benefit) expense

16.7

2.1

(44.8)

Transition tax (benefit) expense

-

(0.8)

52.8

Debt extinguishment charges

-

14.0

-

Non-cash lease expense

57.4

-

-

Other, net

(3.0)

4.2

(2.8)

Increase (decrease) in cash from changes in certain assets and liabilities:

(9.1)

55.1

(34.0)

Trade accounts receivable

Inventories

27.1

33.9

(24.8)

Deferred purchase price on sold receivables

-

(6.9)

2.1

Accounts payable

38.1

(69.9)

24.3

Restructuring reserves

10.2

6.7

(0.8)

Operating leases

(56.8)

-

-

Pension and post-retirement benefit liabilities

(13.3)

(15.3)

(66.8)

Other, net

(13.6)

(34.5)

(11.1)

Net cash provided by operating activities

454.7

389.5

253.0

Cash flows from investing activities:

-

(1,857.9)

-

Acquisitions of companies, net of cash acquired

Purchases of properties, plants and equipment

(131.4)

(156.8)

(140.2)

Purchases of and investments in timber properties

(5.4)

(5.4)

(8.9)

Purchases of equity method investments

(3.6)

-

-

Proceeds from the sale of properties, plants, equipment and other assets

33.4

28.7

12.5

Proceeds from the sale of businesses

80.9

1.5

1.4

Proceeds on insurance recoveries

0.9

0.6

-

Net cash used in investing activities

(25.2)

(1,989.3)

(135.2)

Cash flows from financing activities:

1,319.9

3,732.3

1,020.7

Proceeds from issuance of long-term debt

Payments on long-term debt

(1,578.4)

(2,075.6)

(1,065.4)

Proceeds (payments) on short-term borrowings, net

17.0

2.2

(11.0)

Proceeds from trade accounts receivable credit facility

76.8

181.4

2.8

Payments on trade accounts receivable credit facility

(122.9)

(89.2)

(2.8)

Dividends paid to Greif, Inc. shareholders

(104.3)

(104.0)

(100.0)

Dividends paid to noncontrolling interests

(13.4)

(9.2)

(4.6)

Payments for debt extinguishment and issuance costs

-

(44.1)

-

Purchases of redeemable noncontrolling interest

-

(11.9)

-

Cash contribution from noncontrolling interest holder

-

1.6

2.0

Net cash provided (used in) by financing activities

(405.3)

1,583.5

(158.3)

Effects of exchange rates on cash

4.4

(0.6)

(7.6)

Net increase (decrease) in cash and cash equivalents

28.6

(16.9)

(48.1)

Cash and cash equivalents at beginning of year

$

77.3

$

94.2

$

142.3

Cash and cash equivalents at end of year

105.9

77.3

94.2

Supplemental information:

Non-cash transactions:

$

17.2

$

18.6

$

11.4

Capital expenditures included in accounts payable

Schedule of interest and income taxes paid:

$

119.9

$

161.8

$

58.3

Cash payments for interest expense

Cash payments for taxes

$

65.1

$

71.4

$

65.2

See accompanying Notes to Consolidated Financial Statements.

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Amounts in millions, except shares amounts in thousands and per share amounts)

As of October 31, 2017

Net income

Other comprehensive income (loss):

- Foreign currency translation

- Derivative financial instruments, net of income tax expense of $3.3 million

- Minimum pension liability adjustment, net of income tax expense of $4.1 million

Comprehensive income

Current period mark to redemption value of redeemable noncontrolling interest

Net income allocated to redeemable noncontrolling interests

Dividends paid to Greif, Inc., Shareholders ($1.70 per Class A share and $2.54 per Class B share)

Dividends paid to noncontrolling interests Restricted stock executives and directors Long-term incentive shares issued

As of October 31, 2018

Net income

Other comprehensive income (loss):

- Foreign currency translation

- Derivative financial instruments, net of income tax expense of $8.6 million

- Minimum pension liability adjustment, net of income tax benefit of

$1.1 million Comprehensive income Adoption of ASU 2016-16

Current period mark to redemption value of redeemable noncontrolling interest

Net income allocated to redeemable noncontrolling interests

Dividends paid to Greif, Inc., Shareholders ($1.76 per Class A share and $2.63 per Class B share)

Dividends paid to noncontrolling interests Acquisition of noncontrolling interest and

other

Restricted stock directors

Long-term incentive shares issued

As of October 31, 2019

Net income

Other comprehensive income (loss):

- Foreign currency translation

- Derivative financial instruments, net of $4.0 million income tax benefit

- Minimum pension liability adjustment, net of $4.8 million income tax expense

Comprehensive income

Current period mark to redemption value of redeemable noncontrolling interest

Net income allocated to redeemable noncontrolling interests

Dividends paid to Greif, Inc., Shareholders ($1.76 and $2.63 per Class A share and Class B share, respectively)

Dividends paid to noncontrolling interests and other

Long-term incentive shares issued

Share based compensation

Restricted stock, executive

Restricted stock, directors

As of October 31, 2020

Accumulated

Greif,

Capital Stock

Treasury Stock

Retained

Other

Comprehensive

Inc.

Shares

Amount

Shares

Amount

Earnings

Income (Loss)

Equity

47,843

$144.2

28,999

$(135.6)

$1,360.5

$(358.2)

$1,010.9

209.4

209.4

(43.5)

(43.5)

(0.6)

8.3

7.7

16.3

16.3

189.9

0.5

0.5

(100.0)

(100.0)

21

1.2

(21)

-

1.2

85

5.1

(85)

0.2

$1,469.8

$(377.1)

5.3

47,949

$150.5

28,893

$(135.4)

$1,107.8

171.0

171.0

(5.2)

(5.2)

(26.1)

(26.1)

(25.3)

(25.3)

114.4

(2.1)

(2.1)

4.9

4.9

(104.0)

(104.0)

25

1.1

(25)

-

(0.6)

(0.6)

1.1

292

11.0

(292)

0.6

$1,539.0

$(433.7)

11.6

48,266

$162.6

28,576

$(134.8)

$1,133.1

108.8

108.8

3.1

3.1

(12.0)

(12.0)

15.1

15.1

115.0

0.4

0.4

(104.3)

(104.3)

153

5.0

(153)

0.3

5.3

-

1.5

-

-

1.5

3

0.1

(3)

-

0.1

28

1.0

(28)

0.1

$1,543.9

$(427.5)

1.1

48,450

$170.2

28,392

$(134.4)

$1,152.2

Noncontrolling

Total

Interests

Equity

$ 36.6

$1,047.5

20.1

229.5

(2.0)

(45.5)

7.7

16.3

208.0

0.5

(3.7)

(3.7)

(4.6)

(100.0)

(4.6)

1.2

$ 46.4

5.3

$1,154.2

23.2

194.2

0.7 (4.5)

(26.1)

(25.3)

138.3

(2.1)

4.9

(2.3)

(2.3)

(7.9)

(104.0)

(7.9)

(2.1)

(2.7)

1.1

$ 58.0

11.6

$1,191.1

15.5

124.3

(12.9)

(9.8)

(12.0)

15.1

117.6

0.4

(0.1)

(0.1)

(104.3)

(12.0)

(12.0)

5.3

1.5

0.1

$ 48.5

1.1

$1,200.7

See accompanying Notes to Consolidated Financial Statements.

GREIF, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESThe Business

Principles of Consolidation and Basis of Presentation

Argentina Currency

Use of Estimates

Cash and Cash Equivalents

Allowance for Doubtful Accounts

Concentration of Credit Risk and Major Customers

Inventory

Net Assets Held for Sale

Goodwill and Indefinite-Lived Intangibles

Other Intangibles

Years

Trade names

1-15

Customer relationships

5-25

Non-compete agreements

1-10

Other intangibles

1-20

Acquisitions

Internal Use Software

Long-Lived Assets

Years

Buildings

30-40

Machinery and equipment

5-15

Contingencies

Environmental Cleanup Costs

Self-insurance

Income Taxes

Equity earnings of unconsolidated affiliates, net of tax

Other Comprehensive Income

Restructuring Charges

Pension and Post-retirement Benefits

Stock-Based Compensation Expense

Revenue Recognition

Shipping and Handling Fees and Costs Other Expense, net

Currency Translation

Derivative Financial Instruments

Variable Interest Entities

Fair Value

Newly Adopted Accounting Standards

Recently Issued Accounting Standards

NOTE 2 - ACQUISITIONS AND DIVESTITURES

Caraustar Acquisition

Amounts

Measurement

Amount

Recognized as of

Recognized as of

(in millions)

the Acquisition

Period

Acquisition Date

Date

Adjustments(1)

(as Adjusted)

Fair value of consideration transferred

$

1,834.9

$

-

1,834.9

Cash consideration

Recognized amounts of identifiable assets acquired and liabilities assumed

147.0

-

147.0

Accounts receivable

Inventories

103.9

(4.4)

99.5

Prepaid and other current assets

21.5

(9.3)

12.2

Intangibles

717.1

8.4

725.5

Other long-term assets

1.3

4.3

5.6

Properties, plants and equipment

521.3

(17.6)

503.7

Total assets acquired

1,512.1

(18.6)

1,493.5

Accounts payable

(99.5)

-

(99.5)

Accrued payroll and employee benefits

(42.9)

(7.2)

(50.1)

Other current liabilities

(21.8)

4.5

(17.3)

Long-term deferred tax liability

(185.7)

37.4

(148.3)

Pension and post-retirement obligations

(67.1)

-

(67.1)

Other long-term liabilities

(12.7)

(7.5)

(20.2)

Total liabilities assumed

$

(429.7)

$

27.2

$

(402.5)

Total identifiable net assets

1,082.4

8.6

1,091.0

Goodwill

$

752.5

$

(8.6)

$

743.9

Current

Weighted

Preliminary

Average

(in millions)

Purchase Price

Estimated

Allocation

Useful Life

Customer relationships

$708.0

15.0

Trademarks

15.0

3.0

Other

2.5

4.6

Total intangible assets

$725.5

Divestitures

NOTE 3 - GOODWILL AND OTHER INTANGIBLE ASSETS

Rigid Industrial

Paper

Packaging &

(in millions)

Services

Packaging &

Total

(1)

Services

Balance at October 31, 2018

$716.5

$

59.5

$

776.0

Goodwill acquired

22.3

726.6

748.9

Goodwill allocated to divestitures and businesses held for sale

-

-

-

Goodwill adjustments

-

-

Currency translation

(7.1)

$

-

$

(7.1)

Balance at October 31, 2019

$731.7

786.1

1,517.8

Goodwill acquired

-

-

-

Goodwill allocated to divestitures and businesses held for sale

(0.7)

(35.6)

(36.3)

Goodwill adjustments related to acquisitions

1.1

17.4

18.5

Currency translation

18.4

$

-

$

18.4

Balance at October 31, 2020

$750.5

767.9

1,518.4

(in millions) October 31, 2020: Indefinite lived:

Trademarks and patents Definite lived:

Customer relationships Trademarks and patents Non-compete agreements OtherTotal

October 31, 2019:

Indefinite lived:

Trademarks and patents Definite lived:

Customer relationships Trademarks and patents Non-compete agreements OtherTotal

Gross

Intangible Accumulated Net Intangible

Assets Amortization Assets

$

13.5

$

-

$

13.5

$

891.8

$

204.9

$

686.9

27.4

14.9

12.5

1.7

1.2

0.5

$

20.9

$

19.0

$

1.9

955.3

240.0

715.3

$

13.1

$

-

$

13.1

$

890.6

$

150.3

$

740.3

27.0

9.3

17.7

2.3

0.7

1.6

$

21.9

$

18.1

$

3.8

954.9

178.4

776.5

NOTE 4 - RESTRUCTURING CHARGES

Employee

(in millions)

Separation

Other Costs

Total

Costs

Balance at October 31, 2018

$

4.2

$

0.2

$

4.4

Costs incurred and charged to expense

22.5

3.6

26.1

Costs paid or otherwise settled

$

(17.2)

$

(2.0)

$

(19.2)

Balance at October 31, 2019

9.5

1.8

11.3

Costs incurred and charged to expense

26.4

12.3

38.7

Costs paid or otherwise settled

$

(18.0)

$

(10.4)

$

(28.4)

Balance at October 31, 2020

17.9

3.7

21.6

Total Amounts

Amounts

Amounts

Incurred During

(in millions)

Expected to be

the year ended

Remaining to be

Incurred

October 31, 2020

Incurred

Rigid Industrial Packaging & Services:

$31.6

$21.0

10.6

Employee separation costs

Other restructuring costs

10.9

5.3

5.6

Flexible Products & Services:

42.5

26.3

16.2

1.9

0.9

1.0

Employee separation costs

Other restructuring costs

2.4

1.9

0.5

Paper Packaging & Services:

4.3

2.8

1.5

4.5

4.5

-

Employee separation costs

Other restructuring costs

10.2

5.1

5.1

Total

14.7

9.6

5.1

$61.5

$38.7

$22.8

NOTE 5 - CONSOLIDATION OF VARIABLE INTEREST ENTITIES

Significant Nonstrategic Timberland Transactions

Flexible Packaging Joint Venture

(in millions)

October 31,

October 31,

2020

2019

Cash and cash equivalents

$

19.0

$

16.9

Trade accounts receivable, less allowance of $0.7 in 2020 and $0.7 in 2019

47.5

51.2

Inventories

36.0

46.4

Properties, plants and equipment, net

22.8

22.3

Other assets

$

20.3

$

29.3

Total assets

145.6

166.1

Accounts payable

$

29.4

$

28.9

Other liabilities

$

22.8

$

23.6

Total liabilities

52.2

52.5

Paper Packaging Joint Venture

(in millions)

October 31,

2020

Trade accounts receivable, less allowance of $0.0 in 2020

5.5

Inventories

6.3

Properties, plants and equipment, net

34.3

Other assets

$

0.6

Total assets

46.7

Accounts payable

5.2

Other liabilities

$

1.3

Total liabilities

6.5

Non-United States Accounts Receivable VIE

NOTE 6 - LONG-TERM DEBT

(in millions)

October 31,

October 31,

2020

2019

2019 Credit Agreement - Term Loans

$1,429.8

$1,612.2

Senior Notes due 2027

495.1

494.3

Senior Notes due 2021

234.8

221.7

Accounts receivable credit facilities

310.0

351.6

2019 Credit Agreement - Revolving Credit Facility

-

76.1

Other debt

-

0.4

Less current portion

2,469.7

2,756.3

123.1

83.7

Less deferred financing costs

11.1

13.6

Long-term debt, net

$2,335.5

$2,659.0

2019 Credit Agreement

pari passu

Senior Notes due 2027

Senior Notes due 2021

United States Trade Accounts Receivable Credit Facility

International Trade Accounts Receivable Credit Facilities

Other

NOTE 7 - FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

October 31, 2020

(in millions)

Fair Value Measurement

Balance Sheet Location

Level 1

Level 2

Level 3

Total

Interest rate derivatives

$-

$(37.9)

$

-

$(37.9)

Other current liabilities and other long-term liabilities

Foreign exchange hedges

-

1.5

-

1.5

Other current assets

Foreign exchange hedges

-

(1.6)

-

(1.6)

Other current liabilities

Insurance annuity

-

-

21.4

21.4

Other long-term assets

Cross currency swap

-

8.9

-

$

8.9

Other current assets and other long-term assets

Total

$-

$(29.1)

$21.4

(7.7)

October 31, 2019

(in millions)

Fair Value Measurement

Balance Sheet Location

Level 1

Level 2

Level 3

Total

Interest rate derivatives

$-

$ 1.3

$

-

$

1.3

Other long-term assets and other current assets

Interest rate derivatives

-

(25.0)

-

(25.0)

Other long-term liabilities and other current liabilities

Foreign exchange hedges

-

0.9

-

0.9

Other current assets

Foreign exchange hedges

-

(0.2)

-

(0.2)

Other current liabilities

Insurance annuity

-

-

20.0

20.0

Other long-term assets

Cross currency swap

-

10.6

-

$

10.6

Other long-term assets and other current assets

Total

$-

$(12.4)

$20.0

7.6

Interest Rate Derivatives

Foreign Exchange Hedges

Cross Currency Swap

Other Financial Instruments

(in millions)

October 31,

October 31,

2020

2019

Senior Notes due 2021 estimated fair value

242.0

248.1

Senior Notes due 2027 estimated fair value

524.4

537.9

Assets held by special purpose entities estimated fair value

50.9

51.9

Pension Plan Assets

Non-Recurring Fair Value Measurements

Quantitative Information about Level 3 Fair Value Measurements

(in millions)

Fair Value of

Valuation

Unobservable

Range

Impairment

Technique

Input

of Input Values

October 31, 2020

18.5

Discounted

Discounted

N/A

Impairment of Long Lived Assets

Cash Flows,

Cash Flows,

Total

$

18.5

Indicative Bids

Indicative Bids

October 31, 2019

$

2.1

Indicative Bids

Indicative Bids

N/A

Impairment of Net Assets Held for Sale

Impairment of Long Lived Assets

$

5.7

Sales Value

Sales Value

N/A

Total

7.8

Long-Lived Assets

Assets and Liabilities Held for Sale

Goodwill and Indefinite-Lived Intangibles

NOTE 8 - STOCK-BASED COMPENSATION

Long-Term Incentive Plan

Performance Stock Units

Performance period

11/1/2019 - 10/31/2022

Valuation date stock price

$40.59

Risk-free rate

0.10% - 1.59%

Estimated volatility

46.4%

2005 Directors Plan

2001 Plan

NOTE 9 - INCOME TAXES

(in millions)

Year Ended October 31,

2020

2019

2018

Current

$ (9.7)

$26.6

$

74.0

Federal

State and local

3.3

6.1

8.0

Non-U.S.

53.0

35.9

36.1

Deferred

46.6

68.6

118.1

7.9

2.1

(45.2)

Federal

State and local

10.2

0.9

0.8

Non-U.S.

(1.4)

(0.9)

(0.4)

16.7

2.1

$

(44.8)

$63.3

$70.7

73.3

Year Ended October 31,

2020

2019

2018

Federal statutory rate

21.00%

23.33%

21.00%

Impact of foreign tax rate differential

0.49%

0.10%

(0.57)%

State and local taxes, net of federal tax benefit

5.71%

1.99%

2.38%

Net impact of changes in valuation allowances

(15.23)%

2.41%

5.65%

Non-deductiblewrite-off and impairment of goodwill and other intangible assets

4.02%

0.29%

0.06%

Unrecognized tax benefits

(0.75)%

(0.76)%

3.41%

Permanent book-tax differences

16.56%

(0.87)%

(4.03)%

Withholding taxes

5.28%

2.43%

1.84%

Tax Reform Act(1)

-%

(0.19)%

(7.31)%

Other items, net

(3.07)%

0.58%

(0.33)%

26.98%

24.43%

34.01%

(in millions)

2020

2019

Deferred Tax Assets

$ 179.3

$ 206.9

Net operating loss and other carryforwards

Foreign tax credits

-

21.5

Pension liabilities

12.9

24.1

Incentive liabilities

8.2

12.0

Workers compensation accruals

10.0

12.1

Inventories

7.8

6.7

Operating lease liabilities

76.9

-

State income taxes

10.2

9.4

Other reserves

21.0

17.0

Deferred compensation

2.4

2.3

Other

28.5

24.2

Total Deferred Tax Assets

357.2

336.2

Valuation allowance

(146.4)

(175.0)

Net Deferred Tax Assets

$ 210.8

$ 161.2

Deferred Tax Liabilities

$ 158.1

$ 152.7

Properties, plants and equipment

Operating lease assets

76.9

-

Timberland transactions

74.2

74.2

Goodwill and other intangible assets

200.2

207.5

Other

29.3

23.9

Total Deferred Tax Liabilities

538.7

458.3

Net Deferred Tax Liability

$ 327.9

$ 297.1

(in millions)

2020

2019

2018

Balance of unrecognized tax benefit at November 1

$ 38.8

$36.2

$26.8

Increases in tax positions for prior years

10.1

5.1

7.8

Decreases in tax positions for prior years

(10.5)

(0.7)

(1.4)

Increases in tax positions for current years

2.6

4.3

8.0

Settlements with taxing authorities

-

(3.6)

-

Lapse in statute of limitations

(5.5)

(2.0)

(3.6)

Currency translation

0.5

(0.5)

(1.4)

Balance at October 31

$ 36.0

$38.8

$36.2

NOTE 10 - POST-RETIREMENT BENEFIT PLANS

Defined Benefit Pension Plans

October 31, 2020

Consolidated

United States

Germany

United Kingdom

Netherlands

Other

International

Active participants

2,226

2,127

36

-

63

-

Vested former employees and deferred

3,385

2,788

82

366

105

44

members

Retirees and beneficiaries

6,526

5,138

267

662

405

54

October 31, 2019

Consolidated

United States

Germany

United Kingdom

Netherlands

Other

International

Active participants

2,455

2,351

41

-

63

-

Vested former employees and deferred

5,236

4,643

86

366

97

44

members

Retirees and beneficiaries

6,462

5,074

258

662

414

54

As of October 31,

2020

2019

Discount rate

2.48%

2.74%

Rate of compensation increase

2.91%

2.85%

For the year ended October 31,

2020

2019

2018

Discount rate

2.74%

3.48%

3.01%

Expected Return on plan assets

4.64%

4.12%

4.53%

Rate of compensation increase

2.85%

2.85%

2.85%

Benefit Obligations

For the year ended October 31, 2020

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Service cost

$ 12.8

$ 11.5

$0.4

$ 0.5

$ 0.3

$ 0.1

Interest cost

25.9

22.4

0.2

2.7

0.3

0.3

Expected return on plan assets

(37.9)

(31.4)

-

(5.2)

(0.7)

(0.6)

Amortization of prior service (benefit) cost

(0.1)

(0.1)

-

0.1

(0.1)

-

Recognized net actuarial loss

13.2

10.2

1.8

1.1

-

0.1

Special Events

0.3

(0.1)

-

0.4

-

-

Settlement

Net periodic pension (benefit) cost

$ 14.2

$ 12.5

$2.4

$(0.4)

$(0.2)

$(0.1)

For the year ended October 31, 2019

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Service cost

$ 14.1

$ 12.7

$0.3

$ 0.5

$ 0.5

$ 0.1

Interest cost

31.0

25.4

0.5

3.9

0.9

0.3

Expected return on plan assets

(38.8)

(30.5)

-

(6.2)

(1.3)

(0.8)

Amortization of prior service (benefit) cost

(0.1)

(0.1)

-

0.1

(0.1)

-

Recognized net actuarial loss

7.1

5.0

0.9

1.2

-

-

Net periodic pension (benefit) cost

$ 13.3

$ 12.5

$1.7

$(0.5)

$ -

$(0.4)

For the year ended October 31, 2018

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Service cost

$ 12.3

$ 10.8

$0.4

$ 0.5

$ 0.5

$ 0.1

Interest cost

18.9

13.2

0.5

4.0

0.9

0.3

Expected return on plan assets

(25.5)

(16.8)

-

(6.5)

(1.4)

(0.8)

Amortization of prior service (benefit) cost

(0.2)

(0.1)

-

-

(0.1)

-

Recognized net actuarial loss

11.0

8.1

1.1

1.7

-

0.1

Other Adjustments

2.8

-

-

2.8

-

-

Special Events

1.3

-

-

1.3

-

-

Settlement

Net periodic pension (benefit) cost

$ 20.6

$ 15.2

$2.0

$ 3.8

$(0.1)

$(0.3)

For the year ended October 31, 2020

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Change in benefit obligation:

$1,158.7

$831.0

$44.1

$180.8

$91.3

$11.5

Benefit obligation at beginning of year

Service cost

12.8

11.5

0.4

0.5

0.3

0.1

Interest cost

25.9

22.4

0.2

2.7

0.3

0.3

Plan participant contributions

0.2

-

-

-

0.2

-

Expenses paid from assets

(3.4)

(2.6)

-

(0.9)

0.2

(0.1)

Actuarial loss (gain)

17.4

14.6

(3.5)

7.6

(1.6)

0.3

Foreign currency effect

8.6

-

2.3

1.7

5.0

(0.4)

Benefits paid

(109.9)

(94.9)

(1.4)

(7.8)

(4.8)

(1.0)

Benefit obligation at end of year

$1,110.3

$782.0

$42.1

$184.6

$90.9

$10.7

For the year ended October 31, 2019

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Change in benefit obligation:

$

662.4

$351.9

$38.1

$176.3

$85.4

$10.7

Benefit obligation at beginning of year

Service cost

14.1

12.7

0.3

0.5

0.5

0.1

Interest cost

31.0

25.4

0.5

3.9

0.9

0.3

Plan participant contributions

0.2

-

-

-

0.2

-

Expenses paid from assets

(5.9)

(5.1)

-

(0.7)

-

(0.1)

Actuarial loss

131.0

105.5

7.4

6.0

11.0

1.1

Foreign currency effect

(1.8)

-

(0.9)

1.1

(1.9)

(0.1)

Benefits paid

(61.6)

(48.7)

(1.3)

(6.3)

(4.8)

(0.5)

Acquisitions

389.3

389.3

-

-

-

-

Benefit obligation at end of year

$1,158.7

$831.0

$44.1

$180.8

$91.3

$11.5

Actuarial value of benefit obligations

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

October 31, 2020

$1,110.3

$782.0

$42.1

$184.6

$90.9

$10.7

Projected benefit obligation

Accumulated benefit obligation

1,086.1

760.3

41.0

184.6

89.3

10.9

Plan assets

1,002.1

687.0

-

210.0

92.0

13.1

October 31, 2019

$1,158.7

$831.0

$44.1

$180.8

$91.3

$11.5

Projected benefit obligation

Accumulated benefit obligation

1,131.3

806.8

42.6

180.8

89.6

11.5

Plan assets

1,017.0

698.7

-

209.8

94.5

14.0

Plans with ABO in excess of Plan assets

October 31, 2020

$

812.2

$760.3

$41.0

$

-

$

-

$10.9

Accumulated benefit obligation

Plan assets

697.2

687.2

-

-

-

10.0

October 31, 2019

$

860.9

$806.8

$42.6

$

-

$

-

$11.5

Accumulated benefit obligation

Plan assets

709.7

698.9

-

-

-

10.8

(in millions)

Expected Benefit

Payments

Year(s)

$ 63.3

2021

2022

62.8

2023

64.7

2024

65.5

2025

63.6

2026-2030

313.0

Plan assets

Asset Category

2021 Target

2020 Target

2020 Actual

Equity securities

21%

29%

22%

Debt securities

63%

55%

61%

Other

16%

16%

17%

Total

100%

100%

100%

For the year ended October 31, 2020

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Change in plan assets:

$1,017.0

$698.7

$-

$209.8

$94.5

$14.0

Fair value of plan assets at beginning of year

Actual return on plan assets

65.4

62.2

-

4.6

(2.1)

0.7

Expenses paid

(3.4)

(2.6)

-

(0.9)

0.2

(0.1)

Plan participant contributions

0.2

-

-

-

0.2

-

Foreign currency impact

6.4

-

-

1.9

5.0

(0.5)

Employer contributions

22.4

21.0

-

2.4

(1.0)

-

Benefits paid out of plan

(105.9)

(92.3)

-

(7.8)

(4.8)

(1.0)

Fair value of plan assets at end of year

$1,002.1

$687.0

$-

$210.0

$92.0

$13.1

For the year ended October 31, 2019

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Change in plan assets:

$ 594.8

$311.9

$-

$178.7

$90.6

$13.6

Fair value of plan assets at beginning of year

Actual return on plan assets

140.1

93.4

-

35.2

10.7

0.8

Expenses paid

(5.9)

(5.1)

-

(0.7)

-

(0.1)

Plan participant contributions

0.2

-

-

-

0.2

-

Foreign currency impact

(0.7)

-

-

1.3

(2.1)

0.1

Employer contributions

22.7

21.0

-

1.6

-

0.1

Benefits paid out of plan

(57.8)

(46.1)

-

(6.3)

(4.9)

(0.5)

Acquisitions

323.6

323.6

-

-

-

-

Fair value of plan assets at end of year

$1,017.0

$698.7

$-

$209.8

$94.5

$14.0

As of October 31, 2020 (in millions)

Fair Value Measurement

Level 1

Level 2

Level 3

Total

Asset Category

$ 9.2

$122.4

$-

$

131.6

Mutual funds

Common stock

9.3

-

-

9.3

Cash

14.8

-

-

14.8

Corporate bonds

-

250.3

-

250.3

Government bonds

-

34.2

-

34.2

Other assets

-

0.7

-

$

0.7

Total Assets in the Fair Value Hierarchy

$33.3

$407.6

$-

440.9

Investments Measured at Net Asset Value

0.5

Mutual funds

Insurance contracts

132.9

Common stock funds

215.4

Corporate bond funds

203.1

Government bond funds

$33.3

$407.6

$-

9.3

Investments at Fair Value

$1,002.1

As of October 31, 2019 (in millions)

Fair Value Measurement

Level 1

Level 2

Level 3

Total

Asset Category

$25.6

$137.4

$-

$

163.0

Mutual funds

Common stock

27.6

-

-

27.6

Cash

6.5

-

-

6.5

Corporate bonds

-

134.8

-

134.8

Government bonds

-

39.8

-

39.8

Other assets

-

0.2

-

$

0.2

Total Assets in the Fair Value Hierarchy

$59.7

$312.2

$-

371.9

Investments Measured at Net Asset Value

358.5

Mutual funds

Insurance contracts

130.2

Common stock funds

81.5

Corporate bond funds

70.8

Government bond funds

$59.7

$312.2

$-

4.1

Investments at Fair Value

$1,017.0

As of October 31, 2020

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Unrecognized net actuarial loss

$

149.7

$

94.1

$

14.8

$32.4

$ 4.5

$ 3.9

Unrecognized prior service cost (credit)

$

0.9

$

(0.8)

$

-

3.2

(1.5)

-

Accumulated other comprehensive loss (gain) - Pre-tax

150.6

93.3

14.8

$35.6

$ 3.0

$ 3.9

Amounts recognized in the Consolidated Balance

Sheets consist of:

$

29.5

$

-

$

-

$25.3

$ 1.1

$ 3.1

Prepaid benefit cost

Accrued benefit liability

(137.7)

(94.7)

(42.1)

-

-

(0.9)

Accumulated other comprehensive loss

$

150.6

$

93.3

$

14.8

35.6

3.0

3.9

Net amount recognized

42.4

(1.4)

(27.3)

$60.9

$ 4.1

$ 6.1

As of October 31, 2019

Consolidated

United

Germany

United

Netherlands

Other

(in millions)

States

Kingdom

International

Unrecognized net actuarial loss

$

171.8

$

120.5

$

19.2

$25.3

$ 3.1

$ 3.7

Unrecognized prior service cost (credit)

$

0.8

$

(1.0)

$

-

3.3

(1.5)

-

Accumulated other comprehensive loss (gain) - Pre-tax

172.6

119.5

19.2

$28.6

$ 1.6

$ 3.7

Amounts recognized in the Consolidated Balance

Sheets consist of:

$

35.4

$

-

$

-

$29.0

$ 3.2

$ 3.2

Prepaid benefit cost

Accrued benefit liability

(177.0)

(132.2)

(44.1)

-

-

(0.7)

Accumulated other comprehensive loss (gain)

$

172.6

$

119.5

$

19.2

28.6

1.6

3.7

Net amount recognized

31.0

(12.7)

(24.9)

$57.6

$ 4.8

$ 6.2

(in millions)

October 31,

October 31,

2020

2019

Accumulated other comprehensive loss at beginning of year

$172.6

$ 150.4

Increase or (decrease) in accumulated other comprehensive loss

0.1

0.1

Net prior service benefit amortized

Net loss amortized

(13.2)

(7.1)

Loss recognized due to settlement

(0.3)

-

Liability loss (gain)

17.4

131.0

Asset (gain) loss

(27.4)

(101.3)

Increase (decrease) in accumulated other comprehensive loss

$ (23.4)

$ 22.7

Foreign currency impact

1.4

(0.5)

Accumulated other comprehensive loss at year end

$150.6

$ 172.6

Supplemental Employee Retirement Plan

Defined contribution plans

Post-retirement Health Care and Life Insurance Benefits

NOTE 11 - CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES

Litigation-related Liabilities

Environmental Reserves

NOTE 12 - EARNINGS PER SHARE

Basic

=

40% * Average Class A Shares Outstanding

*

Undistributed Net Income

+ Class A Dividends Per Share

Class A EPS

40% * Average Class A Shares Outstanding +

Average Class A Shares Outstanding

Diluted

60% * Average Class B Shares Outstanding

*

Undistributed Net Income

+ Class A Dividends Per Share

=

40% * Average Class A Shares Outstanding

Class A EPS

40% * Average Class A Shares Outstanding +

Average Diluted Class A Shares Outstanding

Basic

60% * Average Class B Shares Outstanding

*

Undistributed Net Income

+ Class B Dividends Per Share

=

60% * Average Class B Shares Outstanding

Class B EPS

40% * Average Class A Shares Outstanding +

Average Class B Shares Outstanding

60% * Average Class B Shares Outstanding

(in millions, except per share data)

Year Ended October 31,

2020

2019

2018

Numerator

Numerator for basic and diluted EPS -

$

108.8

$

171.0

$

209.4

Net income attributable to Greif

Cash dividends

$

(104.3)

$

(104.0)

$

(100.0)

Undistributed net income (loss) attributable to Greif, Inc.

4.5

67.0

109.4

Denominator

Denominator for basic EPS -

26.4

26.2

25.9

Class A common stock

Class B common stock

22.0

22.0

22.0

Denominator for diluted EPS -

26.4

26.2

26.0

Class A common stock

Class B common stock

22.0

22.0

22.0

EPS Basic

$

1.83

$

2.89

$

3.56

Class A common stock

Class B common stock

$

2.74

$

4.33

$

5.33

EPS Diluted

$

1.83

$

2.89

$

3.55

Class A common stock

Class B common stock

$

2.74

$

4.33

$

5.33

Common Stock Repurchases

October 31, 2020:

Authorized Shares

Issued Shares

Outstanding Shares

Treasury Shares

128,000,000

42,281,920

26,441,986

15,839,934

Class A common stock

Class B common stock

69,120,000

34,560,000

22,007,725

12,552,275

October 31, 2019:

128,000,000

42,281,920

26,257,943

16,023,977

Class A common stock

Class B common stock

69,120,000

34,560,000

22,007,725

12,552,275

Year Ended October 31,

2020

2019

2018

Class A Common Stock:

26,382,838

26,189,445

25,915,887

Basic shares

Assumed conversion of stock options and unvested shares

7,805

25,666

49,969

Diluted shares

26,390,643

26,215,111

25,965,856

Class B Common Stock:

22,007,725

22,007,725

22,007,725

Basic and diluted shares

NOTE 13 - EQUITY EARNINGS OF UNCONSOLIDATED AFFILIATES, NET OF TAXCenturion Container LLC

NOTE 14 - LEASES

(in millions)

Balance Sheet Classification

Lease Assets

Operating lease assets

Operating lease assets

Finance lease assets

Other long-term assets

Total lease assets

Lease Liabilities

Current portion of operating lease liabilities

Current operating lease liabilities

Current finance lease liabilities

Other current liabilities

Total current lease liabilities

Non-current operating lease liabilities

Operating lease liabilities

Non-current finance lease liabilities

Other long-term liabilities

Total non-current lease liabilities

Total lease liabilities

(in millions) Operating lease cost Finance lease cost Variable lease cost*

Total lease cost

October 31,

2020

$307.5 4.6 $312.1

$ 52.3 1.7 54.0

257.7

2.9

260.6 $314.6

Year EndedOctober 31, 2020 $67.0 1.4

25.4 $93.8

(in millions)

Operating

Finance

Total expected

Leases

Leases

payments

2021

$

65.6

$ 1.4

$ 67.0

2022

63.1

1.4

64.5

2023

55.1

1.1

56.2

2024

47.4

0.9

48.3

2025

38.8

0.5

39.3

Thereafter

$

171.8

0.3

172.1

Total lease payments

441.8

$ 5.6

$ 447.4

Less: Interest

$

(131.8)

(1.0)

(132.8)

Lease liabilities

310.0

$ 4.6

$ 314.6

Weighted-average remaining lease term (years):

11.1

Operating leases

Finance leases

3.6

Weighted-average discount rate:

3.63%

Operating leases

Finance leases

3.32%

(in millions)

October 31,

2020

Cash paid for amounts included in the measurement of lease liabilities:

$69.4

Operating cash flows used for operating leases

Financing cash flows used for finance leases

1.3

Leased assets obtained in exchange for new operating lease liabilities

67.4

Leased assets obtained in exchange for new finance lease liabilities

0.4

(in millions)

Year Ended October 31,

2019

2018

2017

Rent Expense

$86.2

$47.1

$41.0

(in millions)

Operating Leases

Capital Leases

Year(s):

$ 64.8

$1.8

2021

2022

57.0

1.6

2023

48.7

1.3

2024

40.1

1.0

2025

31.6

0.6

Thereafter

117.5

0.3

Total

$359.7

$6.6

NOTE 15 - BUSINESS SEGMENT INFORMATION

Year Ended October 31, 2020

(in millions)

United States

Europe, Middle

Asia Pacific and

Total

East and Africa

Other Americas

Rigid Industrial Packaging & Services

$ 814.0

$1,074.3

$410.6

$2,298.9

Paper Packaging & Services

1,888.4

-

28.5

1,916.9

Year Ended October 31, 2020

(in millions)

United States

Europe, Middle

Asia Pacific and

Total

East and Africa

Other Americas

Flexible Products & Services

28.2

214.5

30.2

272.9

Land Management

26.3

-

-

26.3

Total net sales

$2,756.9

$1,288.8

$469.3

$4,515.0

Year Ended October 31, 2019

(in millions)

United States

Europe, Middle

Asia Pacific and

Total

East and Africa

Other Americas

Rigid Industrial Packaging & Services

$ 906.3

$1,118.0

$466.3

$2,490.6

Paper Packaging & Services

1,758.8

-

21.2

1,780.0

Flexible Products & Services

35.7

232.4

29.4

297.5

Land Management

26.9

-

-

26.9

Total net sales

$2,727.7

$1,350.4

$516.9

$4,595.0

(in millions)

2020

2019

2018

Operating profit:

209.9

179.6

183.2

Rigid Industrial Packaging & Services

Paper Packaging & Services

71.0

184.3

158.3

Flexible Products & Services

15.5

25.3

19.4

Land Management

8.5

9.9

9.6

Total operating profit

$304.9

$399.1

$370.5

Depreciation, depletion and amortization expense:

$ 78.9

$ 76.3

$ 81.2

Rigid Industrial Packaging & Services

Paper Packaging & Services

153.5

119.3

34.2

Flexible Products & Services

5.6

6.2

6.9

Land Management

4.5

4.3

4.6

Total depreciation, depletion and amortization expense

$242.5

$206.1

$126.9

Capital expenditures:

$ 48.3

$ 53.6

$ 76.8

Rigid Industrial Packaging & Services

Paper Packaging & Services

61.4

81.2

39.2

Flexible Products & Services

7.5

4.8

3.7

Land Management

0.2

0.2

0.4

Total segment

117.4

139.8

120.1

Corporate and other

12.6

17.1

19.0

Total capital expenditures

$130.0

$156.9

$139.1

(in millions)

October 31,

October 31,

October 31,

2020

2019

2018

Assets:

$2,189.7

$2,006.3

$1,963.0

Rigid Industrial Packaging & Services

Paper Packaging & Services

2,524.3

2,686.3

474.3

Flexible Products & Services

148.8

148.2

153.9

Land Management

348.6

348.7

347.2

Total segment

5,211.4

5,189.5

2,938.4

Corporate and other

299.5

237.2

256.4

Total assets

$5,510.9

$5,426.7

$3,194.8

(in millions)

October 31,

October 31,

October 31,

2020

2019

2018

Long lived assets, net*:

$1,345.8

$1,295.8

$

796.3

United States

Europe, Middle East, and Africa

377.6

277.1

276.9

Asia Pacific and other Americas

111.0

117.4

$

118.7

Total properties, plants and equipment, net

$1,834.4

$1,690.3

1,191.9

NOTE 16 - COMPREHENSIVE INCOME (LOSS)

Foreign

Derivative

Minimum

Accumulated

Pension

Other

(in millions)

Currency

Financial

Liability

Comprehensive

Translation

Instruments

Adjustment

Loss

Balance as of October 31, 2019

$(298.0)

$(12.7)

$(123.0)

$(433.7)

Other Comprehensive Income (Loss)

3.1

(12.0)

15.1

6.2

Balance as of October 31, 2020

$(294.9)

$(24.7)

$(107.9)

$(427.5)

Foreign

Derivative

Minimum

Accumulated

Pension

Other

(in millions)

Currency

Financial

Liability

Comprehensive

Translation

Instruments

Adjustment

Loss

Balance as of October 31, 2018

$(292.8)

$ 13.4

$

(97.7)

$(377.1)

Other Comprehensive Loss

(5.2)

(26.1)

(25.3)

(56.6)

Balance as of October 31, 2019

$(298.0)

$(12.7)

$(123.0)

$(433.7)

NOTE 17 - QUARTERLY FINANCIAL DATA (UNAUDITED)

(in millions, except per share amounts)

2020

January 31,

April 30,

July 31,

October 31,

Net sales

$

1,112.4

$

1,158.3

$

1,083.0

$

1,161.3

Gross profit

$

222.6

$

240.7

$

219.7

$

231.7

Net income(1)

$

36.1

$

15.8

$

24.4

$

48.0

Net income attributable to Greif, Inc.(1)

$

32.3

$

11.4

$

20.7

$

44.4

Earnings per share

Basic:Class A Common Stock

$

0.55

$

0.19

$

0.35

$

0.74

Class B Common Stock

$

0.81

$

0.29

$

0.52

$

1.12

Diluted:

$

0.55

$

0.19

$

0.35

$

0.74

Class A Common Stock

Class B Common Stock

$

0.81

$

0.29

$

0.52

$

1.12

Earnings per share were calculated using the following number of shares:

Basic:Class A Common Stock

26,260,943

26,386,439

26,441,986

26,441,986

Class B Common Stock

22,007,725

22,007,725

22,007,725

22,007,725

Diluted:

26,414,280

26,386,439

26,442,595

26,512,331

Class A Common Stock

Class B Common Stock

22,007,725

22,007,725

22,007,725

22,007,725

Market price (Class A Common Stock):

$

44.63

$

40.82

$

40.56

$

43.82

High

(in millions, except per share amounts)

2020

January 31,

April 30,

July 31,

October 31,

Low

$38.64

$24.10

$27.57

$34.44

Close

$38.77

$33.08

$34.38

$40.59

Market price (Class B Common Stock):

$51.40

$48.45

$43.65

$47.19

High

Low

$45.05

$30.80

$34.94

$38.29

Close

$45.05

$38.50

$38.67

$43.25

(in millions, except per share amounts)

2019

January 31

April 30

July 31

October 31

Net sales

$

897.0

$

1,213.3

$

1,252.6

$

1,232.1

Gross profit

$

172.8

$

248.7

$

279.4

$

259.0

Net income(1)

$

35.8

$

21.1

$

67.5

$

69.8

Net income attributable to Greif, Inc.(1)

$

29.7

$

13.6

$

62.7

$

65.0

Earnings per share

Basic:Class A Common Stock

$

0.51

$

0.23

$

1.06

$

1.09

Class B Common Stock

$

0.75

$

0.34

$

1.59

$

1.65

Diluted:

$

0.51

$

0.23

$

1.06

$

1.09

Class A Common Stock

Class B Common Stock

$

0.75

$

0.34

$

1.59

$

1.65

Earnings per share were calculated using the following number of shares:

Basic:Class A Common Stock

25,991,433

26,250,460

26,257,943

26,257,943

Class B Common Stock

22,007,725

22,007,725

22,007,725

22,007,725

Diluted:

25,991,433

26,255,112

26,257,943

26,360,148

Class A Common Stock

Class B Common Stock

22,007,725

22,007,725

22,007,725

22,007,725

Market price (Class A Common Stock):

$

49.28

$

41.49

$

39.15

$

40.59

High

Low

$

31.22

$

37.10

$

30.74

$

30.05

Close

$

37.67

$

38.59

$

34.57

$

39.17

Market price (Class B Common Stock):

$

50.55

$

48.57

$

47.69

$

48.76

High

Low

$

36.87

$

42.48

$

41.10

$

37.96

Close

$

43.18

$

47.23

$

42.39

$

47.03

NOTE 18 - REDEEMABLE NONCONTROLLING INTERESTS

Mandatorily Redeemable Noncontrolling Interests

(in millions)

Balance as of October 31, 2018

Current period mark to redemption value

Balance as of October 31, 2019

Current period mark to redemption value

Balance as of October 31, 2020

Redeemable Noncontrolling Interests

(in millions)

Balance as of October 31, 2018

Current period mark to redemption value

Repurchase of redeemable shareholder interest

Redeemable noncontrolling interest share of income and other Dividends to redeemable noncontrolling interest and other Balance as of October 31, 2019

Current period mark to redemption value

Redeemable noncontrolling interest share of income and other Dividends to redeemable noncontrolling interest and other Balance as of October 31, 2020

Mandatorily Redeemable

Noncontrolling Interest

$ 8.6

(0.2)

8.4

-

$ 8.4

Redeemable

Noncontrolling Interest $ 35.5 (4.9) (11.9) 2.3 0.3 21.3 (0.4) 0.1 (1.0) $ 20.0

NOTE 19 - SUBSEQUENT EVENTS

Report of Independent Registered Public Accounting Firm

Opinion on the Financial Statements

Internal

Control-Integrated Framework (2013)

Change in Accounting Principle

Leases (Topic 842)

Basis for Opinion

Critical Audit Matters

Goodwill-Paper Packaging & Services Reporting Unit - Refer to Note 3 to the Financial Statements

Critical Audit Matter Description

How the Critical Audit Matter Was Addressed in the Audit

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

ITEM 9A. CONTROLS AND PROCEDURES

Changes in Internal Control Over Financial Reporting

Disclosure Controls and Procedures

Management's Annual Report on Internal Control over Financial Reporting

Report of Independent Registered Public Accounting Firm

Opinion on Internal Control over Financial Reporting

Internal Control-Integrated Framework (2013)

Internal Control-Integrated Framework (2013)

Basis for Opinion

Definition and Limitations of Internal Control over Financial Reporting

ITEM 9B. OTHER INFORMATION

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Greif Inc. published this content on 13 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 January 2021 13:31:03 UTC