EARNINGS PER SHARE

12 Months Ended

Oct. 31, 2023

The Company has two classes of common stock and, as such, applies the “two-class method” of computing earnings per share (“EPS”) as prescribed in ASC 260, “Earnings Per Share.” In accordance with this guidance, earnings are allocated in the same fashion as dividends would be distributed. Under the Company’s certificate of incorporation, any distribution of dividends in any year must be made in proportion of one cent a share for Class A Common Stock to one and one-half cents a share for Class B Common Stock, which results in a 40% to 60% split to Class A and B shareholders, respectively. In accordance with this, earnings are allocated first to Class A and Class B Common Stock to the extent that dividends are actually paid, and the remainder is allocated assuming all of the earnings for the period have been distributed in the form of dividends.

The Company calculates EPS as follows:

Basic Class A EPS

40% * Average Class A Shares Outstanding

Undistributed Net Income

Class A Dividends Per Share

40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding

Average Class A Shares Outstanding

Diluted Class A EPS

40% * Average Class A Shares Outstanding

Undistributed Net Income

Class A Dividends Per Share

40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding

Average Diluted Class A Shares Outstanding

Basic Class B EPS

60% * Average Class B Shares Outstanding

Undistributed Net Income

Class B Dividends Per Share

40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding

Average Class B Shares Outstanding

* Diluted Class B EPS calculation is identical to Basic Class B calculation

The following table provides EPS information for each period, respectively:


	Year Ended October 31,
(in millions, except per share data)	2023		2022		2021
Numerator
Numerator for basic and diluted EPS
Net income attributable to Greif, Inc.	$	359.2	$	376.7	$	390.7
Cash dividends	(116.5)		(111.3)		(105.8)
Undistributed net income attributable to Greif, Inc.	$	242.7	$	265.4	$	284.9
Denominator
Denominator for basic EPS –
Class A common stock	25.6		26.3		26.5
Class B common stock	21.5		22.0		22.0
Denominator for diluted EPS –
Class A common stock	26.0		26.6		26.7
Class B common stock	21.5		22.0		22.0
EPS Basic
Class A common stock	$	6.22	$	6.36	$	6.57
Class B common stock	$	9.32	$	9.53	$	9.84
EPS Diluted
Class A common stock	$	6.15	$	6.30	$	6.54
Class B common stock	$	9.32	$	9.53	$	9.84

The Class A Common Stock has no voting rights unless four quarterly cumulative dividends upon the Class A Common Stock are in arrears. The Class B Common Stock has full voting rights. There is no cumulative voting for the election of directors.

Common Stock Repurchases

In June 2022, the Stock Repurchase Committee of the Company’s Board of Directors authorized a program to repurchase up to $150.0 million of shares of the Company’s Class A or Class B Common Stock or any combination thereof. On June 23, 2022, the Company entered into a $75.0 million accelerated share repurchase agreement (“ASR”) with Bank of America, N.A. for the

repurchase of shares of the Company’s Class A Common Stock. In addition, at that time the Company initiated a plan to repurchase an aggregate of $75.0 million of shares of its Class A or Class B Common Stock, or any combination thereof, in open market purchases (“OSR program”).

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

The Company began making repurchases of Class B Common Stock under the OSR program on September 9, 2022 and repurchases of Class A Common Stock under the OSR program on March 16, 2023 in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934. The OSR program was completed on May 26, 2023, with $25.0 million of shares of Class A Common Stock, or 406,343 shares, and $50.0 million of shares of Class B Common Stock, or 676,598 shares, being repurchased under the OSR program.

The following table summarizes the Company’s Class A and Class B common and treasury shares at the specified dates:


	Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares
October 31, 2023:
Class A common stock	128,000,000	42,281,920	25,474,254	16,807,666
Class B common stock	69,120,000	34,560,000	21,331,127	13,228,873
October 31, 2022:
Class A common stock	128,000,000	42,281,920	25,606,287	16,675,633
Class B common stock	69,120,000	34,560,000	21,836,745	12,723,255

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


	Year Ended October 31,
	2023	2022	2021
Class A Common Stock:
Basic shares	25,592,928	26,251,536	26,525,529
Assumed conversion of stock options and unvested shares	406,303	359,176	133,692
Diluted shares	25,999,231	26,610,712	26,659,221
Class B Common Stock:
Basic and diluted shares	21,472,531	21,995,865	22,007,725