UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________

FORM 10-Q

_________________________________

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

For the quarterly period ended April 30, 2023

OR

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

Commission File Number 001-00566

_________________________________

GREIF, INC.

(Exact name of registrant as specified in its charter)

_________________________________

Delaware	31-4388903
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

425 Winter Road Delaware Ohio	43015
(Address of principal executive offices)	(Zip Code)

(740) 549-6000

(Registrant’s telephone number, including area code)

Not Applicable

Former name, former address and former fiscal year, if changed since last report.

_________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”

“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

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

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

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

Class A Common Stock	25,473,248 shares
Class B Common Stock	21,331,127 shares

Item		Page
	Part I. Financial Information
1	Financial Statements	4
	Condensed Consolidated Statements of Income for the Three and Six Months Ended April 30, 2023 and 2022 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended April 30, 2023 and 2022 (Unaudited)	5
	Condensed Consolidated Balance Sheets at April 30, 2023 (Unaudited) and October 31, 2022	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 30, 2023 and 2022 (Unaudited)	8
	Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended April 30, 2023 and 2022 (Unaudited)	9
	Notes to Condensed Consolidated Financial Statements (Unaudited)	11
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
3	Quantitative and Qualitative Disclosures About Market Risk	48
4	Controls and Procedures	48
	Part II. Other Information
1A	Risk Factors	49
2	Unregistered Sales of Equity Securities and Use of Proceeds	49
6	Exhibits	50
	Signatures	51

3

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

	Three Months Ended April 30,				Six Months Ended April 30,
(in millions, except per share amounts)	2023		2022		2023		2022
Net sales	$	1,308.9	$	1,667.3	$	2,579.9	$	3,231.6
Cost of products sold	997.1		1,328.6		2,016.5		2,603.2
Gross profit	311.8		338.7		563.4		628.4
Selling, general and administrative expenses	137.2		147.4		276.6		299.0
Restructuring charges	2.4		3.7		4.8		7.2
Acquisition and integration related costs	4.6		2.0		12.1		3.6
Non-cash asset impairment charges	1.3		—		1.8		62.4
Gain on disposal of properties, plants and equipment, net	(5.0)		(0.3)		(5.0)		(1.7)
Gain on disposal of businesses, net	(9.8)		(4.2)		(64.4)		(4.2)
Operating profit	181.1		190.1		337.5		262.1
Interest expense, net	23.4		13.2		46.2		30.3
Debt extinguishment charges	—		25.4		—		25.4
Other expense (income), net	2.9		(4.4)		6.2		(2.4)
Income before income tax expense and equity earnings of unconsolidated affiliates, net	154.8		155.9		285.1		208.8
Income tax expense	39.1		29.9		76.8		65.5
Equity earnings of unconsolidated affiliates, net of tax	(0.3)		(0.7)		(0.8)		(2.0)
Net income	116.0		126.7		209.1		145.3
Net income attributable to noncontrolling interests	(4.8)		(1.6)		(8.0)		(9.9)
Net income attributable to Greif, Inc.	$	111.2	$	125.1	$	201.1	$	135.4
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	1.91	$	2.11	$	3.46	$	2.28
Class B common stock	$	2.88	$	3.15	$	5.19	$	3.40
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	1.90	$	2.09	$	3.44	$	2.27
Class B common stock	$	2.88	$	3.15	$	5.19	$	3.40
Weighted-average number of Class A common shares outstanding:
Basic	25.8		26.6		25.7		26.6
Diluted	26.2		26.8		26.0		26.8
Weighted-average number of Class B common shares outstanding:
Basic	21.5		22.0		21.6		22.0
Diluted	21.5		22.0		21.6		22.0
Cash dividends declared per common share:
Class A common stock	$	0.50	$	0.46	$	1.00	$	0.92
Class B common stock	$	0.75	$	0.69	$	1.49	$	1.37

See accompanying Notes to Condensed Consolidated Financial Statements

4

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

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

See accompanying Notes to Condensed Consolidated Financial Statements

5

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions)	April 30, 2023		October 31, 2022
ASSETS
Current assets
Cash and cash equivalents	$	158.5	$	147.1
Trade accounts receivable, net of allowance	727.0		749.1
Inventories:
Raw materials	302.9		316.0
Finished goods	97.3		87.3
Assets held for sale	1.8		1.3
Prepaid expenses	58.1		57.3
Other current assets	136.1		141.3
	1,481.7		1,499.4
Long-term assets
Goodwill	1,649.8		1,464.5
Other intangible assets, net of amortization	762.8		576.2
Deferred tax assets	10.9		10.1
Pension asset	47.2		30.8
Operating lease assets	272.1		254.7
Finance lease assets	32.5		1.2
Other long-term assets	136.9		178.0
	2,912.2		2,515.5
Properties, plants and equipment
Timber properties, net of depletion	228.0		226.8
Land	158.2		154.8
Buildings	540.7		515.1
Machinery and equipment	2,085.1		1,968.3
Capital projects in progress	196.6		182.9
	3,208.6		3,047.9
Accumulated depreciation	(1,691.0)		(1,592.9)
	1,517.6		1,455.0
Total assets	$	5,911.5	$	5,469.9

See accompanying Notes to Condensed Consolidated Financial Statements

6

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in millions)	April 30, 2023		October 31, 2022
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	502.4	$	561.3
Accrued payroll and employee benefits	121.5		174.4
Restructuring reserves	12.2		12.3
Current portion of long-term debt	80.8		71.1
Short-term borrowings	2.3		5.7
Current portion of operating lease liabilities	50.9		48.9
Current portion of finance lease liabilities	3.3		0.9
Other current liabilities	164.0		173.3
	937.4		1,047.9
Long-term liabilities
Long-term debt	2,206.1		1,839.3
Operating lease liabilities	224.6		209.4
Finance lease liabilities	29.7		0.2
Deferred tax liabilities	333.4		343.6
Pension liabilities	61.0		58.0
Postretirement benefit obligations	7.1		7.2
Contingent liabilities and environmental reserves	19.8		19.0
Long-term income tax payable	25.6		25.6
Other long-term liabilities	99.2		109.6
	3,006.5		2,611.9
Commitments and contingencies (Note 9)
Redeemable noncontrolling interests	52.7		15.8
Equity
Common stock, without par value	205.8		173.5
Treasury stock, at cost	(277.6)		(205.1)
Retained earnings	2,239.7		2,095.2
Accumulated other comprehensive loss, net of tax:
Foreign currency translation	(267.7)		(316.5)
Derivative financial instruments	42.0		72.8
Minimum pension liabilities	(62.4)		(58.6)
Total Greif, Inc. shareholders’ equity	1,879.8		1,761.3
Noncontrolling interests	35.1		33.0
Total shareholders’ equity	1,914.9		1,794.3
Total liabilities and shareholders’ equity	$	5,911.5	$	5,469.9

See accompanying Notes to Condensed Consolidated Financial Statements

7

GREIF, INC. AND SUBSIDIARY COMPANIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Six Months Ended April 30,
(in millions)	2023		2022
Cash flows from operating activities:
Net income	$	209.1	$	145.3
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	111.7		114.0
Non-cash asset impairment charges	1.8		62.4
Gain on disposals of properties, plants and equipment, net	(5.0)		(1.7)
Gain on disposals of businesses, net	(64.4)		(4.2)
Unrealized foreign exchange loss (gain)	4.2		(5.1)
Deferred income tax expense	1.6		1.1
Debt extinguishment charges	—		22.6
Non-cash lease expense	23.2		15.1
Other, net	(0.4)		0.7
Increase (decrease) in cash from changes in certain assets and liabilities, net of impacts from acquisitions:
Trade accounts receivable	66.0		(87.4)
Inventories	38.6		(56.2)
Accounts payable	(66.9)		22.4
Restructuring reserves	(0.3)		(4.9)
Operating leases	(23.4)		(16.0)
Pension and post-retirement benefit liabilities	(14.8)		(19.8)
Other, net	(37.3)		(26.7)
Net cash provided by operating activities	243.7		161.6
Cash flows from investing activities:
Purchases of business, net of cash acquired	(447.5)		—
Purchases of properties, plants and equipment	(91.1)		(75.0)
Purchases of and investments in timber properties	(3.2)		(5.1)
Payments for deferred purchase price of acquisitions	(21.7)		(4.7)
Proceeds from the sale of properties, plants, equipment and other assets	6.9		8.3
Proceeds from the sale of businesses	105.6		139.2
Net cash (used in) provided by investing activities	(451.0)		62.7
Cash flows from financing activities:
Proceeds from issuance of long-term debt	1,252.0		3,026.5
Payments on long-term debt	(919.5)		(3,122.7)
Payments on short-term borrowings, net	(4.0)		(16.1)
Proceeds from trade accounts receivable credit facility	86.6		1.9
Payments on trade accounts receivable credit facility	(53.9)		(1.9)
Dividends paid to Greif, Inc. shareholders	(57.9)		(54.6)
Dividends paid to noncontrolling interests	(4.9)		(9.4)
Payments for debt extinguishment and issuance costs	—		(20.8)
Payments for share repurchases	(59.6)		—
Tax withholding payments for stock-based awards	(13.7)		—
Purchases of redeemable noncontrolling interest	(3.3)		—
Other, net	(6.2)		—
Net cash provided by (used in) financing activities	215.6		(197.1)
Effects of exchange rates on cash	3.1		(43.1)
Net increase (decrease) in cash and cash equivalents	11.4		(15.9)
Cash and cash equivalents at beginning of period	147.1		124.6
Cash and cash equivalents at end of period	$	158.5	$	108.7

See accompanying Notes to Condensed Consolidated Financial Statements

8

GREIF, INC. AND SUBSIDIARY COMPANIES

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

	Three Months Ended April 30, 2023
	Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity
(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
As of January 31, 2023	47,542	$	188.5	29,300	$	(221.1)	$	2,157.4	$	(279.4)	$	1,845.4	$	36.8	$	1,882.2
Net income							111.2				111.2		4.8		116.0
Other comprehensive income (loss):
Foreign currency translation									(2.2)		(2.2)		(0.1)		(2.3)
Derivative financial instruments, net of $1.8 million of income tax expense									(5.1)		(5.1)				(5.1)
Minimum pension liability adjustment, net of $0.4 million income tax benefit									(1.4)		(1.4)				(1.4)
Comprehensive income				.							102.5				107.2
Current period mark to redemption value of redeemable noncontrolling interest							0.2				0.2				0.2
Net income allocated to redeemable noncontrolling interests											—		(0.5)		(0.5)
Dividends paid to Greif, Inc. shareholders ($0.50 and $0.75 per Class A share and Class B share, respectively)							(29.0)				(29.0)				(29.0)
Dividends paid to noncontrolling interests and other											—		(5.9)		(5.9)
Dividends earned on RSU shares							(0.1)				(0.1)				(0.1)
Share repurchases	(717)	15.0		717	(56.8)						(41.8)				(41.8)
Long-term incentive shares issued	18	0.8		(18)	0.2						1.0				1.0
Share based compensation	—	0.3		—	—						0.3				0.3
Restricted stock, directors	18	1.2		(18)	0.1						1.3				1.3
As of April 30, 2023	46,861	$	205.8	29,981	$	(277.6)	$	2,239.7	$	(288.1)	$	1,879.8	$	35.1	$	1,914.9
	Six Months Ended April 30, 2023
	Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling Interests		Total Equity
(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2022	47,443	$	173.5	29,399	$	(205.1)	$	2,095.2	$	(302.3)	$	1,761.3	$	33.0	$	1,794.3
Net income							201.1				201.1		8.0		209.1
Other comprehensive income (loss):
Foreign currency translation									48.8		48.8		0.2		49.0
Derivative financial instruments, net of $10.3 million of income tax expense									(30.8)		(30.8)				(30.8)
Minimum pension liability adjustment, net of $0.5 million income tax expense									(3.8)		(3.8)				(3.8)
Comprehensive income				.							215.3				223.5
Current period mark to redemption value of redeemable noncontrolling interest and other							1.0				1.0				1.0
Net income allocated to redeemable noncontrolling interests											—		(0.2)		(0.2)
Dividends paid to Greif, Inc. shareholders ($1.00 and $1.49 per Class A share and Class B share, respectively)							(57.9)				(57.9)				(57.9)
Dividends paid to noncontrolling interests and other											—		(5.9)		(5.9)
Dividends earned on RSU shares							0.3				0.3				0.3
Share repurchases	(949)	15.0		949	(74.6)						(59.6)				(59.6)
Long-term incentive shares issued	349	14.6		(349)	2.0						16.6				16.6
Share based compensation	—	1.5		—	—						1.5				1.5
Restricted stock, directors	18	1.2		(18)	0.1						1.3				1.3
As of April 30, 2023	46,861	$	205.8	29,981	$	(277.6)	$	2,239.7	$	(288.1)	$	1,879.8	$	35.1	$	1,914.9

9

	Three Months Ended April 30, 2022
	Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests		Total Equity
(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
As of January 31, 2022	48,608	$	183.2	28,234	$	(134.0)	$	1,812.9	$	(368.8)	$	1,493.3	$	64.0	$	1,557.3
Net income							125.1				125.1		1.6		126.7
Other comprehensive income (loss):
Foreign currency translation, net of $113.1 million business divestment release									65.4		65.4		(1.3)		64.1
Derivative financial instruments, net of $8.0 million income tax benefit									24.1		24.1				24.1
Minimum pension liability adjustment, net of $1.0 million income tax benefit									3.4		3.4				3.4
Comprehensive income											218.0				218.3
Divestment of noncontrolling interest											—		(24.4)		(24.4)
Current period mark to redemption value of redeemable noncontrolling interest							(0.1)				(0.1)				(0.1)
Net income allocated to redeemable noncontrolling interests											—		(0.3)		(0.3)
Dividends paid to Greif, Inc. shareholders ($0.46 and $0.69 per Class A share and Class B share, respectively)							(27.4)				(27.4)				(27.4)
Dividends paid to noncontrolling interests and other											—		(7.6)		(7.6)
Dividends earned on RSU shares							(0.2)				(0.2)				(0.2)
Long-term incentive shares issued	6	0.3		(6)	—						0.3				0.3
Share based compensation	—	1.3		—	—						1.3				1.3
Restricted stock, directors	22	1.2		(22)	—						1.2				1.2
As of April 30, 2022	48,636	$	186.0	28,206	$	(134.0)	$	1,910.3	$	(275.9)	$	1,686.4	$	32.0	$	1,718.4
	Six Months Ended April 30, 2022
	Capital Stock			Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling Interests		Total Equity
(in millions, except for shares which are in thousands)	Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2021	48,559	$	179.3	28,283	$	(134.1)	$	1,825.6	$	(356.5)	$	1,514.3	$	61.3	$	1,575.6
Net income							135.4				135.4		9.9		145.3
Other comprehensive income (loss):
Foreign currency translation, net of $113.1 million business divestment release									38.2		38.2		(5.6)		32.6
Derivative financial instruments, net of $12.0 million income tax benefit									35.9		35.9				35.9
Minimum pension liability adjustment, net of $1.5 million income tax benefit									6.5		6.5				6.5
Comprehensive income				.							216.0				220.3
Divestment of noncontrolling interest											—		(24.4)		(24.4)
Current period mark to redemption value of redeemable noncontrolling interest and other							4.9				4.9				4.9
Net income allocated to redeemable noncontrolling interests											—		0.1		0.1
Dividends paid to Greif, Inc. shareholders ($0.92 and $1.37 per Class A share and Class B share, respectively)							(54.6)				(54.6)				(54.6)
Dividends paid to noncontrolling interests and other											—		(9.3)		(9.3)
Dividends earned on RSU shares							(1.0)				(1.0)				(1.0)
Long-term incentive shares issued	52	3.0		(52)	0.1						3.1				3.1
Share based compensation	—	2.4		—	—						2.4				2.4
Restricted stock, executive	3	0.1		(3)	—						0.1				0.1
Restricted stock, directors	22	1.2		(22)	—						1.2				1.2
As of April 30, 2022	48,636	$	186.0	28,206	$	(134.0)	$	1,910.3	$	(275.9)	$	1,686.4	$	32.0	$	1,718.4

10

GREIF, INC. AND SUBSIDIARY COMPANIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1 —