Greif Annual Report 2023

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FY2023 Annual Report · Greif

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PA C K A G I N G S U C C E S S T O G E T H E R ™

For the Fiscal Year Ended October 31, 2023

Message to Shareholders

Form 10-K

PA C K A G I N G S U C C E S S T O G E T H E R ™

DEAR FELLOW SHAREHOLDERS,

In 2023, Greif delivered the second-best financial results in our Company’s 146-year history.

Year over year, we improved both our EBITDA margins and our Free Cash Flow conversion.
We increased shareholder dividends, completed our share buyback program, and closed four
acquisitions – in addition to announcing a fifth in Ipackchem – demonstrating our ongoing
commitment to diversify shareholder return while also investing in the long-term growth of the
Company. Beyond our financial results, we improved our customer-focused Net Promoter
Score, increased colleague engagement as measured by Gallup, and were named to
Newsweek’s Most Loved Workplaces list for a third year in a row: All during a year of
significant macroeconomic uncertainty and rapid internal change.

Operationally, we saw equally impressive results improving the circularity of our products and
the sustainability of our operations. We adopted a long-standing and proven methodology for
bringing greater discipline and understanding to our business through Lean Six Sigma and
made meaningful progress establishing a viable process for our innovation journey. Taken
together, we have created an exciting pipeline of millions in savings and new opportunities.

These results are a testament to the commitment and resilience of our teams in delivering
operational excellence through the Build to Last strategy. I would like to express my heartfelt
appreciation for the courage, resilience, and commitment shown by our colleagues this year.
The resilience our teams showed in the face of persistent headwinds is a testament to their
character and discipline in delivering exceptional value regardless of short-term challenges.

As we look to 2024 and beyond, our goal is clear: Continue to execute on our Build to Last
Strategy and deliver consistent and reliable value for our customers, colleagues, and
shareholders. This year highlighted the collective strength of our teams and resiliency of our
operations under complex operating environments. As such, I am confident in our ability to
continue to meet evolving demands of our customers while delivering strong earnings for you -
our shareholders.

Best regards,

Ole G. Rosgaard
President and Chief Executive Officer

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, 2023

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

Commission file number: 001-00566

PA C K A G I N G S U C C E S S T O G E T H E R ™

GREIF, INC.
(Exact name of Registrant as specified in its charter)

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)

(740) 549-6000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
Class A Common Stock
Class B Common Stock

Trading Symbol(s)
GEF
GEF.B

Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No □
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes □ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☒ No □

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth

company. See the 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
Non-accelerated filer
Emerging growth company

☒
□
□

Accelerated filer
Smaller reporting 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the Registrant included in the filing reflect the

correction of an error to previously issued financial statements. ☒

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the

Registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). □

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes □ No ☒
The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as

of the last business day of the Registrant’s most recently completed second fiscal quarter was as follows:

The number of shares outstanding of each of the Registrant’s classes of common stock, as of December 12, 2023, was as follows:

Non-voting common equity (Class A Common Stock) $1,545,247,537
Voting common equity (Class B Common Stock) $380,984,205

Class A Common Stock 25,474,254 shares
Class B Common Stock 21,331,127 shares

Listed hereunder are the documents, portions of which are incorporated by reference, and the parts of this Form 10-K into which such portions are incorporated:
1. The Registrant’s Definitive Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held on February 26, 2024 (the ‘‘2024 Proxy Statement’’), portions

of which are incorporated by reference into Parts II and III of this Form 10-K. The 2024 Proxy Statement will be filed within 120 days of October 31, 2023.

IMPORTANT INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

All statements, other than statements of historical facts, included in this Annual Report on Form 10-K of Greif, Inc. and its subsidiaries for the fiscal
year ended October 31, 2023 (this ‘‘Form 10-K’’) or incorporated herein, including, without limitation, statements regarding our future financial
position, business strategy, budgets, projected costs, goals, plans and objectives of management for future operations and initiatives, are forward-
looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Forward-looking
statements generally can be identified by the use of forward-looking terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘expect,’’ ‘‘intend,’’ ‘‘estimate,’’ ‘‘anticipate,’’
‘‘aspiration,’’ ‘‘objective,’’ ‘‘project,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘on track’’ or ‘‘target’’ or the negative thereof or variations thereon or similar terminology. All
forward-looking statements made in this Form 10-K are based on information currently available to our management. Forward-looking statements
speak only as of the date the statements were made. Although we believe that the expectations reflected in forward-looking statements have a
reasonable basis, we can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and
uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. For a discussion of the
most significant risks and uncertainties that could cause our actual results to differ materially from those projected, see ‘‘Risk Factors’’ in Item 1A of
this Form 10-K. The risks described in this Form 10-K are not all inclusive, and given these and other possible risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of actual results. All forward-looking statements made in this
Form 10-K are expressly qualified in their entirety by reference to such risk factors. Except to the limited extent required by applicable law, we
undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Index to Form 10-K Annual Report for the Fiscal Year ended October 31, 2023

Form
10-K Item

Part I

Description

Business

(a) General Development of Business

(b) Financial Information about Segments

(d) Financial Information about Geographic Areas

(e) Available Information

(f) Other Matters

Risk Factors

Unresolved Staff Comments

Properties

Legal Proceedings

Mine Safety Disclosures

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

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

1A.

1B.

Part II

7A. Quantitative and Qualitative Disclosures about Market Risk

Financial Statements and Supplementary Data

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Consolidated Statements of Changes in Shareholders’ Equity

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

Note 2 – Acquisitions and Divestitures

Note 3 – Goodwill and Other Intangible Assets

Note 4 – Restructuring Charges

Note 5 – Long-Term Debt

Note 6 – Financial Instruments and Fair Value Measurements

Note 7 – Stock-Based Compensation

Note 8 – Income Taxes

Note 9 – Post-Retirement Benefit Plans

Note 10 – Contingent Liabilities and Environmental Reserves

Note 11 – Earnings Per Share

Note 12 – Leases

Note 13 – Business Segment Information

Note 14 – Comprehensive Income (Loss)

Note 15 – Redeemable Noncontrolling Interests

Note 16 – Subsequent Events

Report of Independent Registered Public Accounting Firm

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

9A.

Controls and Procedures

Report of Independent Registered Public Accounting Firm

9B. Other Information

Part III

Part IV

Directors, Executive Officers and Corporate Governance

Executive Compensation

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

Certain Relationships and Related Transactions, and Director Independence

Principal Accountant Fees and Services

Exhibits and Financial Statement Schedules

Form 10-K Summary

Signatures

Page

PART I

ITEM 1. BUSINESS

(a) General Development of Business

We are a leading global producer of industrial packaging products and services with operations in over 35 countries. We offer a
comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers,
jerrycans and other small plastics, closure systems for industrial packaging products, transit protection products, water bottles and
remanufactured and reconditioned industrial containers, and services, such as container life cycle management, filling,
logistics,
warehousing and other packaging services. We produce and sell containerboard, corrugated sheets, corrugated containers and other
corrugated products to customers in North America in industries such as packaging, automotive, food and building products. We also
produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which are used to produce and sell industrial
products (tubes and cores, construction products and protective packaging). We also produce and sell bulk and specialty partitions made
from both containerboard and uncoated recycled paperboard. In addition, we purchase and sell recycled fiber and produce and sell
adhesives used in our paperboard products. We sell timber to third parties from our timberland in the southeastern United States that we
manage to maximize long-term value. In addition, we sell, from time to time, timberland and special use land, which consists of surplus
land, higher and better use (‘‘HBU’’) land and development land. Our customers range from Fortune 500 companies to medium and
small-sized companies in a cross section of industries.

Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-K to the years, or to
any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

As used in this Form 10-K, the terms ‘‘Greif,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our’’ refer to Greif, Inc. and its subsidiaries.

See subsection (g) of this Item 1, Recent Events - Proposed Acquisition of Ipackchem, for information concerning our planned acquisition
of Ipackchem Group SAS (‘‘Ipackchem’’), a global market leader in the production of high performance plastic packaging, including
premium barrier and non-barrier jerrycans and small plastic containers, which was announced on October 31, 2023. Unless expressly
identified herein, information in this Form 10-K does not reflect our proposed acquisition of Ipackchem or its business operations,
products, services or financial results.

(b) Financial Information about Segments

We operate in six operating segments, which are aggregated into three reportable segments: Global Industrial Packaging; Paper Packaging
& Services; and Land Management. Information related to our reportable segments is included in Note 13 of the Notes to Consolidated
Financial Statements included in Item 8 of this Form 10-K.

Sales

In the Global Industrial Packaging reportable segment, we are a leading global producer of industrial packaging products, such as steel, fibre
and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, closure systems for industrial packaging products,
transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life
cycle management, filling, logistics, warehousing and other packaging services. We sell our industrial packaging products on a global basis
to customers in industries such as chemicals, paints and pigments, food and beverage, petroleum, industrial coatings, agriculture,
pharmaceutical and minerals, among others.

In the Paper Packaging & Services reportable segment, we produce and sell containerboard, corrugated sheets, corrugated containers and
other corrugated products to customers in North America in industries such as packaging, automotive, food and building products.
Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products,
automotive components, books and furniture, as well as numerous other applications. We also produce and sell coated recycled paperboard
and uncoated recycled paperboard, some of which are used to produce and sell industrial products (tubes and cores, construction products
and protective packaging), which ultimately serve both industrial and consumer markets. We also produce and sell bulk and specialty
partitions made from both containerboard and uncoated recycled board. In addition, we purchase and sell recycled fiber and produce and
sell adhesives used in our paperboard products.

In the Land Management reportable segment, we are focused on the active harvesting and regeneration of our United States timber
properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations, we seek to maintain a consistent cutting

schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use land, which
consists of surplus land, HBU land and development land. As of October 31, 2023, we owned approximately 175,000 acres of timber
properties in the southeastern United States.

Due to the variety of our products, we have many customers buying different types of our products, and due to the scope of our sales, no
one customer is considered principal in our total operations.

Markets

The markets in which we sell our products are highly competitive with many participants. Although no single company dominates, we face
significant competitors in each of our businesses. Our competitors include large vertically integrated companies as well as numerous
smaller companies. The industries in which we compete are particularly sensitive to price fluctuations caused by shifts in industry capacity
and other cyclical industry conditions. Other competitive factors include design, quality and service, with varying emphasis depending on
product line.

In the global industrial packaging industry, we compete by offering a comprehensive line of products on a global basis. In the
containerboard industry, we compete by concentrating on providing value-added, higher-margin corrugated products to niche markets. In
our other paper packaging businesses, we compete by offering a comprehensive range of uncoated and coated paperboard products and
diverse tube, core and other specialty products.

In addition, over the past several years we have closed higher cost facilities and otherwise restructured our operations, which we believe has
significantly improved our cost competitiveness.

Resources

Steel, resin and containerboard, as well as used industrial packaging for reconditioning, are the principal raw materials for the Global
Industrial Packaging reportable segment, and pulpwood, old corrugated containers and recycled coated and uncoated paperboard are the
principal raw materials for the Paper Packaging & Services reportable segment. We satisfy most of our needs for these raw materials
through purchases on the open market or under short-term and long-term supply agreements. All of these raw materials are purchased in
highly competitive, price-sensitive markets, which have historically exhibited price, demand and supply cyclicality. From time to time, some
of these raw materials have been in short supply at certain of our manufacturing facilities. In those situations, we ship the raw materials in
short supply from one or more of our other facilities with sufficient supply to the facility or facilities experiencing the shortage. To date,
raw material shortages have not had a material adverse effect on our financial condition or results of operations.

Government Laws and Regulations

We must comply with extensive laws, rules and regulations in the United States and in each of the countries where we conduct business
with respect to a variety of matters, including the compliance with government laws and regulations concerning the environment and
health and safety matters. We do not believe that future compliance with government laws and regulations will have a material adverse
effect on our capital expenditures, competitive position, results of operations or financial condition.

As to environmental matters, our operations are subject to extensive federal, state, local and international laws, regulations, rules and
ordinances relating to pollution, the protection of the environment, the generation, storage, handling, transportation, treatment, disposal
and remediation of hazardous substances and waste materials and numerous other environmental laws and regulations. In the ordinary
course of business, we are subject to periodic environmental inspections and monitoring by various governmental agencies. In addition,
certain of our production facilities require environmental permits that are subject to revocation, modification and renewal. As of the date
of filing this Form 10-K, and based on current information, we believe that the probable costs of the remediation of company-owned
property will not have a material adverse effect on our financial condition or results of operations. We believe that we have adequately
reserved for our liability for these matters as of October 31, 2023.

As to health and safety matters, our manufacturing operations involve the use of heavy equipment, machinery and chemicals and require
the performance of activities that create safety exposures. We are subject to extensive federal, state, local and international laws, regulations,
rules and ordinances relating to occupational health and safety. We have established safety policies, programs, procedures and training for
our manufacturing operations, and our safety programs include measures required for compliance with these government laws and
regulations. In addition, our safety programs include the ongoing identification and elimination of workplace exposures that can lead to
injuries and sharing of health and safety best practices. We do not believe that future compliance with health and safety laws and
regulations will have a material adverse effect on our capital expenditures, results of operations or financial condition.

We do not believe that compliance with federal, state, local and international laws and regulations that have been enacted or adopted
regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had or will have
a material adverse effect upon our capital expenditures, competitive position, results of operations or financial condition. We do not
anticipate any material capital expenditures related to environmental control in 2024.

See also Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information
concerning environmental expenses and cash expenditures for the years ended October 31, 2023, 2022 and 2021, and our reserves for
environmental liabilities as of October 31, 2023 and 2022.

Human Capital

Our Company’s values and culture are critical to our ability to attract, hire and retain talented employees for our global businesses. We seek
to engage, develop and incentivize our employees to pursue our vision: ‘‘Be the best performing customer service company in the world.’’
We depend on our employees to provide differentiated customer service and create value for our customers through a solutions-based
approach with the goal of earning our customers’ trust and loyalty. We work to accomplish this goal by looking to our purpose, ‘‘We create
packaging solutions for life’s essentials,’’ vision and values set forth in ‘‘The Greif Way.’’

Our ‘‘Build to Last’’ strategy provides a platform to support our strategic growth and development under four key missions: creating
thriving communities; delivering legendary customer service; protecting our future; and ensuring financial strength. Each employee has a
part in driving these key missions wherever they are located in the world, and ultimately, our success is dependent on all of our employees
working together to keep these priorities at the forefront of their activities. Within our ‘‘creating thriving communities’’ mission, we are
focused on establishing a foundation for action that supports health and safety; diversity, equity and inclusion; and talent development and
engagement.

Health and Safety

Safeguarding the health and safety of our employees is our first and foremost priority. We are committed to providing a safe working
environment for all our employees with a philosophy of Zero Harm. We have implemented an incident tracking system that we call the
LIFE program to assist with identifying global and regional leading indicators that facilitate the creation of programs and safety action
plans that may help to reduce conditions and behaviors that lead to at-risk situations and the use of technology and automation to
eliminate such conditions. We utilize a global safety scorecard with standardized safety metrics globally to understand, improve and correct
safety risk and culture. To promote a continuous focus on safety, we have safety committees that consist of employees and management at
all our facilities. We have implemented safety meetings at all levels in the organization from CEO to shop floor, both in the facilities and in
office or remote locations creating a safety mindset that everyone is a safety leader regardless of their position, so that our safety culture is
understood and practiced every day while developing a behavior commitment culture for each and every employee. We are steadfast in our
commitment to employee safety. For example, we hold an annual global safety week focused on Zero Harm by sharing best practices and
learnings to mitigate safety risks through interactive activities related to machine safety devices, good housekeeping and safe equipment
operations. In addition, we have regular safety communications that target all employees, and we have an annual award that recognizes
facilities that have achieved certain criteria for proactive actions and behaviors.

We are also committed to the total well-being of all our employees and their families with a variety of physical, mental and social wellness
programs. These programs differ by region and include Company-sponsored or subsidized health care insurances, voluntary health fairs
and employee assistance programs to improve mental health and wellness.

Diversity, Equity and Inclusion

In accordance with our values, we encourage our employees to embrace diversity of culture, language, location and thought. Our success
depends on maintaining a culture where every employee communicates with respect, candor and trust. We rely on the unique qualities and
talents of our employees to help us achieve our Build to Last strategy. We strive to create an inclusive, equitable and diverse working
environment by supporting programs and trainings that foster gender and ethnic diversity as well as promoting equitable treatment within
our workforce, including the support of multiple colleague-led resource groups, fostering an environment where our employees feel valued
and appreciated for the distinct voice they bring to our Company. In addition, we strive to compensate our employees fairly and equitably
and continue to monitor pay equity data and educate our managers to make objective compensation decisions in line with our Company’s
compensation policies. Our efforts to continue to grow our global diversity, equity and inclusion programs and to increase diversity within
our Company is a top organizational priority.

Talent Development

Attracting, developing and retaining talented employees is an integral aspect of our human capital strategy and critical to our success.
We continuously strive to create learning and development opportunities for all our employees. Our development and training programs
are designed to enhance leadership, develop a customer service mindset and improve engagement at all levels within our organization. We
utilize Greif University, a centralized training platform offering a variety of learning and development offerings, including recorded
internal trainings, on-demand courses, assessments and a learning library. Greif University allows employees to access LinkedIn Learning,
an online learning and skill building platform that empowers employees to develop skills to grow their career. We have a performance
development review and talent development process in which managers provide regular feedback and coaching to assist with the
development of our employees, including the use of individual development plans to assist with career development. To foster employee
engagement, we encourage and value feedback from our employees and conduct annual engagement surveys of all our global employees to
better understand our employee’s level of engagement and identify areas of improvement to build high performing teams to meet our
strategic goals.

Other Information

As of October 31, 2023, our approximately 12,000 full-time employees were located in the following geographic regions: 58% in
North America; 27% in Europe, Middle East and Africa; 6% in Asia Pacific; and 9% in Latin America. Our global workforce is 17% female
and 83% male, with approximately 27% represented by labor unions.

(d) Financial Information about Geographic Areas

Our operations are located in North and Latin America, Europe, the Middle East, Africa and the Asia Pacific regions. Information related
to our geographic areas of operation is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this
Form 10-K.

(e) Available Information

We maintain a website at www.greif.com. We file reports with the United States Securities and Exchange Commission (‘‘SEC’’). We make
these reports available, free of charge, on or through our website, which include but are not limited to, our annual reports on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to these reports filed
or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we have electronically filed such
material with, or furnished it to, the SEC.

Any of the materials we file with the SEC may also be read and/or copied at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC at www.sec.gov.

(f) Other Matters

Our Class A Common Stock and Class B Common Stock are listed on the New York Stock Exchange (‘‘NYSE’’) under the symbols
GEF and GEF.B, respectively. Our Chief Executive Officer has timely certified to the NYSE that, at the date of the certification, he was
unaware of any violation by our Company of the NYSE’s corporate governance listing standards. In addition, our Chief Executive Officer
and Chief Financial Officer have provided certain certifications in this Form 10-K regarding the quality of our public disclosures. See
Exhibits 31.1 and 31.2 to this Form 10-K.

(g) Recent Events - Proposed Acquisition of Ipackchem

On November 17, 2023, we entered into a definitive sale and purchase agreement (the ‘‘SPA’’) with the owners of the parent company of
Ipackchem pursuant to which we are to acquire Ipackchem for a purchase price valued at $538.0 million, subject to certain adjustments.
The acquisition is subject to the satisfaction or waiver of certain conditions, including, among other matters, receipt of certain government
and regulatory approvals in France, South Africa and Brazil, as well as Ipackchem’s disposition of certain immaterial assets. The SPA may
be terminated, and the acquisition may be abandoned at any time prior to the closing, as follows: (i) by mutual written agreement of us and
Ipackchem’s parent; (ii) by either us or Ipackchem’s parent if the conditions set forth in the SPA have not been fulfilled on or before
October 31, 2024 (subject to a 20 day extension option by either party); (iii) by Ipackchem’s parent if we fail to comply with our obligation

to make certain closing date deliveries or by us if Ipackchem’s parent fails to comply with its obligation to make certain closing date
deliveries; and (iv) by us if Ipackchem’s disposition of certain immaterial assets is not completed within six or nine months after
October 31, 2023.

Ipackchem is a global market leader in the production of high performance plastic packaging, including premium barrier and non-barrier
jerrycans and small plastic containers. Ipackchem specializes in crop protection, specialty chemicals and pharmaceutical industries,
operating out of 12 facilities across nine countries.

We plan to use our existing credit facilities to finance our proposed acquisition of Ipackchem. See Item 7 of this Form 10-K, Liquidity and
Capital Resources – Financial Obligations – Borrowing Arrangements, for information concerning our existing credit facilities. However,
the receipt of the financing described herein or any other financing is not a condition to the closing of the proposed acquisition.

Our proposed acquisition of Ipackchem is subject to certain risks and uncertainties, including the following: the ability to successfully
complete the acquisition of Ipackchem on a timely basis, including the receipt of required regulatory approvals and Ipackchem’s disposition
of certain immaterial assets; the occurrence of any event, change or other circumstance that could give rise to the termination of the
transaction; the outcome of any legal proceedings that may be instituted against the parties and others related to the transaction or the
acquisition of Ipackchem; the satisfaction of certain conditions to the completion of the transaction or the acquisition of Ipackchem; if the
acquisition of Ipackchem is completed, the ability to retain the acquired businesses’ customers and employees, the ability to successfully
integrate the acquired businesses into our operations, and the ability to achieve the expected synergies as well as accretion in margins,
earnings or cash flow; competitive pressures in our various lines of business; the risk of non-renewal or a default under one or more key
customer or supplier arrangements or changes to the terms of or level of purchases under those arrangements; uncertainties with respect to
U.S. and international tax or trade laws; the effects of any investigation or action by any regulatory authority; and changes in
foreign currency rates and the cost of commodities. See Item 1A of this Form 10-K for a discussion of other significant risks and
uncertainties that could cause our actual results to differ materially from those projected.

ITEM 1A. RISK FACTORS

Statements contained in this Form 10-K may be ‘‘forward-looking’’ within the meaning of Section 21E of the Exchange Act. Such
forward-looking statements are subject to certain risks and uncertainties that could cause our operating results to differ materially from
those projected. The following factors, among others, in some cases have affected, and in the future could affect, our actual financial or
operational performance, or both.

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

Risks Related to Market and Economic Factors

Our customers generally consist of other manufacturers and suppliers who purchase industrial packaging products and containerboard and
uncoated and coated recycled boxboard and related products for their own containment and shipping purposes. Because we supply a cross
section of industries, such as chemicals, lubricants, films, paints and pigments, food and beverage, personal care, fragrances, petroleum,
industrial coatings, carpeting, agriculture, agrochemical, pharmaceuticals, mineral products, packaging, automotive, construction and
building products industries, and have operations in many countries, demand for our products and services has historically corresponded
to changes in general economic and business conditions of the industries and countries in which we operate. The overall demand and
prices for our products and services could decline as a result of numerous factors outside of our control, including an economic recession,
increased labor costs, availability of and increased cost of energy, and disruptions in supply chains to our business, our customers, their end
markets and our suppliers, changes in industrial production processes or consumer preference, changes in laws and regulations, inflation,
tariffs, changes in published pricing indices, fluctuations in interest rates and currency exchange rates and changes in the fiscal or monetary
policies of governments in the regions in which we operate. Accordingly, our financial performance is substantially dependent upon the
general economic and business conditions existing in these industries and countries where we do business, and any prolonged or substantial
economic downturn or geopolitical uncertainty in the markets in which we operate could have a material adverse effect on our business,
financial condition, results of operations and cash flows.

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

We are a global company with operations in over 35 countries with approximately 36% of our fiscal 2023 sales derived from non-
U.S. operations. Management of global operations is extremely complex, and our operations outside the United States are subject to
additional risks that may not exist, or may not be as significant, with respect to our operations within the United States.

Within our global footprint, we have operations in Russia and Eastern and Western Europe. The length, impact and outcome of the
ongoing military conflict in Ukraine is highly unpredictable. The Russian invasion of Ukraine has amplified, and may continue to amplify,
certain risks to our operations, including increased foreign exchange volatility, disruptions to financial and credit markets, energy supply
(specifically in Europe), supply chain disruptions, customer demand, increased risks of cybersecurity incidents, increased costs to ensure
compliance with global and local laws and regulations, economic recessions in certain neighboring European countries or globally due to
inflationary and other pressures, and delays in the ability, or even the inability, to access cash or earnings from Russia. In addition, the
imposition of new or increased sanctions, tariffs, quotas, exchange or price controls, trade barriers or similar restrictions resulting from the
Russian invasion of Ukraine could negatively impact our business and operations.

Although we have been able to distribute some earnings from our Russian operations in compliance with all applicable laws, access to cash
and earnings in Russia remains limited. Furthermore, in the event that our operations in Russia cease for any reason, that event would
result in an impairment charge, as we would not likely generate a fair market return on those assets. We will continue to monitor the
effects of this conflict, including risks that may affect our business, and we will adjust our plans accordingly as the situation progresses.
Currently, the results of our operations related to Russia are not material to our business, financial condition, results of operations or cash
flows.

As a result of our general global operations, we are subject to certain risks that could disrupt our operations or force us to incur
unanticipated costs or exit a specific country. These risks, which can vary substantially by country, may include economic or political
instability, geopolitical events (such as the Russian invasion of Ukraine, the Israel-Hamas conflict and increasing tensions between China
and Taiwan), corruption, social and ethnic unrest, the regulatory environment (including the risks of operating in developing or emerging
markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements), hyperinflation
and fluctuations in the value of local currency versus the U.S. dollar, repatriating cash from foreign countries to the U.S., downturns or
changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, nationalization or any
change in social, political or labor conditions in any of these countries, or regions impacting matters such as sustainability, environmental
regulations and trade policies and agreements.

We also have indebtedness, agreements to purchase raw materials and agreements to sell finished products that are denominated in Euros,
Turkish Lira, Russian Rubles and other currencies. Our operating performance is affected by fluctuations in currency exchange rates by:

•

translations into U.S. dollars for financial reporting purposes of the assets and liabilities of our non-U.S. operations
conducted in local currencies; and

gains or losses from transactions conducted in currencies other than the operation’s functional currency.

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

Current global economic conditions are challenging to our global business operations. Such conditions have had, and may continue to
have, a negative impact on our financial results. Future economic downturns, either in the United States, Europe or in other regions in
which we do business could negatively affect our business and results of operations. With the volatility in the current global economic
climate, inflation and geopolitical events around the world, including the Russian invasion of Ukraine and the Israel-Hamas conflict, it is
difficult for us to predict the complete impact of the forgoing matters on our business and results of operations. Due to these current and
future economic conditions, our customers may face financial difficulties, disruption in their supply chains and the unavailability of or
reduction in commercial credit or increased debt levels that may result in decreased sales by and revenues to our Company. Certain of our
customers may cease operations or seek bankruptcy protection, which would reduce our cash flows and adversely impact our results of
operations. Our customers that are financially viable and not experiencing economic distress may nevertheless elect to reduce the volume
of orders for our products or close facilities in an effort to remain financially stable or as a result of the unavailability of commercial credit
which would negatively affect our results of operations. We may experience difficulties in servicing, renewing or repaying our outstanding
debt due to continued volatility in the global economy. We may also have difficulty accessing the global credit markets if there is a
tightening of commercial credit availability, which would result in decreased ability to fund capital-intensive strategic projects.

Further, we may experience challenges in forecasting revenues and operating results due to these global economic conditions. The difficulty
in forecasting revenues and operating results may result in volatility in the market price of our common stock.

In addition, the lenders under our senior secured credit agreement and other borrowing facilities described in Item 7 of this Form 10-K
under Liquidity and Capital Resources – Borrowing Arrangements and the counterparties with whom we maintain interest rate swap
agreements, currency forward contracts and derivatives and other hedge agreements may be unable to perform their lending or payment
obligations in whole or in part, or may cease operations or seek bankruptcy protection, which would negatively affect our cash flows and
our results of operations.

The equipment that we use in our manufacturing operations is expensive and requires continued maintenance. We may require significant
capital investment to maintain our equipment. If our existing sources of capital prove insufficient, there can be no assurance that we will be
able to obtain capital to finance these expenditures on favorable terms, or at all. Any inability by us to maintain our equipment as needed
or any inability to obtain capital for expenditures on equipment maintenance on favorable terms could have an adverse effect on our
business, financial position and results of operations.

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

Risks Related to Industry Conditions

Over the last few years, many of our large industrial packaging, containerboard and coated and uncoated recycled boxboard and related
products customers have acquired, or been acquired by, companies with similar or complementary product lines. In addition, many of our
suppliers of raw materials such as steel, resin and paper, have undergone a similar process of consolidation. This consolidation has increased
the concentration of our largest customers, resulting in, in some cases, increased pricing pressures from our customers, and in other cases, a
decreasing customer base due to customers becoming more vertically integrated. The consolidation of our largest suppliers has resulted in
limited sources of supply and increased cost pressures from our suppliers. Any future consolidation of our customer base or our suppliers
could negatively impact our business, financial condition, results of operations and cash flows. Furthermore, if one or more of our major
customers reduces, delays or cancels substantial orders, if one or more of our major suppliers is unable to timely produce and deliver our
orders, or if we are unable to broaden our customer base and increase specialty product offerings to offset the effects of consolidation, our
business, financial condition, results of operations and cash flows may be materially and adversely affected, particularly for the period in
which the reduction, delay or cancellation occurs and also possibly for subsequent periods.

We Operate in Highly Competitive Industries.

Each of our operating segments operates in highly competitive industries. The most important competitive factors we face are price,
quality, customer service and on-time delivery. To the extent any of our competitors become more successful with respect to any of these
key competitive factors, we could lose customers and our sales could decline. Moreover, we anticipate that the lower customer demand
patterns that we experienced throughout fiscal year 2023 will continue on an overall basis through 2024, which may cause our competitors
to reduce prices to maintain or increase their sales volumes, which could adversely impact our sales volumes and our margins. In addition,
due to the tendency of certain customers to diversify their suppliers, we could be unable to increase or maintain sales volumes with
particular customers. Certain of our competitors are substantially larger and have significantly greater financial resources.

In addition, some of our products are made from raw materials that are subject to pronounced and at times, rapid price fluctuations, such
as steel, which is used in the manufacture of steel drums and containers, old corrugated containers (‘‘OCC’’), which impacts our paper
products, and oil, which in turn affects the price of resin for plastic drums and containers. Particularly in well-developed markets in Europe
and in the United States, any substantial increases in the supply of industrial packaging resulting from capacity increases, the stockpiling of
raw materials or other types of opportunistic behavior by our competitors in a period of high raw materials prices, or price wars, could
adversely affect our margins and the profitability of our business. With many of our customers, we have implemented raw material price
adjustment mechanisms based on industrial index pricing, however these price adjustment mechanisms lag market price changes and our
ability to pass through costs to our customers could take months to realize which in turn could adversely impact our product margins.
Although price is a significant basis of competition in our industry, we also compete on the basis of product reliability, the ability to deliver
products on a global scale and our reputation for quality and customer service. If we fail to maintain our current standards for product
quality, the scope of our distribution capabilities or our customer relationships, our reputation and business, financial condition, results of
operations and cash flows could be adversely affected.

Negative media reports about us or our businesses, whether accurate or inaccurate, could damage our reputation and relationships with our
customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete,
which could adversely affect our business, financial condition, results of operations and cash flows.

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

Industry demand for certain of our industrial packaging and paper products in our United States operations, and industrial packaging
products in European and other international markets has varied in recent years, and more recently related to inflationary pressures,
causing competitive pricing for those products. In addition, disruptions within our customer’ labor supply could reduce customer demand
and negatively impact our business. As demand decreases, we see an increase in competition on price, which could consequentially impact
our sales and margins. We see to offset the impacts of these pressures by focusing on quality and customer service.

We compete in industries that are capital intensive, which generally leads to continued production as long as prices are sufficient to cover
marginal costs. We are making significant capital investments in line with our long-term business strategy, such as investments in new and
improved equipment automation and technology to increase capacity, productivity and safety. As a result, changes in industry demands
(including any resulting industry over-capacity) and increased new capacity for production of industrial packaging products by
competitors, may cause substantial price competition and, in turn, we may not be able to derive the expected return on investment from
our strategic investments which could negatively impact our business, financial condition, results of operations and cash flows.
Additionally, customer preferences are constantly changing based on, among other factors, cost, convenience, health, environmental and
social concerns, and customers may choose to use different packaging products than the products we manufacture as their business models
change, or may choose to use alternative, more sustainable materials for their packaging products, or simply forego the packaging of certain
products entirely. For example, in the United States, sales of fibre drums continue to decline on a year over year basis as some customers
select other packaging solutions for their products. Any shift away from packaging products we manufacture or changes in customer
preferences to more sustainable supply chain solutions may adversely affect our business, financial condition, results of operations and cash
flows.

Raw Material Shortages, Price Fluctuations, Global Supply Chain Disruptions and High Inflation may Adversely Impact our Results of Operations.

The principal raw materials used in the manufacture of our products are steel, resin, pulpwood, recycled pulp from OCC and recycled
coated and uncoated boxboard and containerboard and used industrial packaging for reconditioning, which we purchase or otherwise
acquire in highly competitive, price sensitive markets. We have long-term supply contracts in place for obtaining a portion of our principal
raw materials. These raw materials have historically exhibited price and demand cyclicality. In addition, we manufacture certain
component parts for our rigid industrial packaging products and those of some of our competitors. Some of these materials and
component parts have been, and in the future may be, in short supply. For example, the availability of these raw materials and component
parts and/or our ability to purchase and transport these raw materials and produce and transport these component parts may be

unexpectedly disrupted by adverse weather conditions, natural disasters, man-made disasters, geopolitical conflicts, a substantial economic
downturn in the industries that provide any of those raw material requirements, or competition for use of raw materials and component
parts in other regions or countries. As a result of inflation and continued economic slowdown, we may continue to incur significant raw
material prices increases in the future which would likely have an adverse effect on our operating margins. While we have taken steps to
minimize the impact of these increased costs by working closely with our suppliers and customers, there can be no assurances that
unforeseen future events in the global supply chain, and our ability to pass on inflationary costs on to our customers could have a material
adverse effect on our business, financial condition and results of operations.

The disruptions to the global economy starting in 2020 and continuing throughout 2023, which were intensified by the Russian invasion
of Ukraine, have impeded global supply chains in some regions in which we operate more than others, resulting in longer lead times.

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

The cost of producing our products is sensitive to the price of energy, including its impact on transport costs. Energy prices, in particular
oil and natural gas, have fluctuated in recent years, and specifically in Europe related to the Russian invasion of Ukraine, which had a
corresponding effect on our operation and production costs and may have the same effect on our customers causing volatility in demand
for our products and services. We are currently seeking alternative energy resources in Europe that may take years to fully implement and
savings to be realized, if any. Potential legislation, regulatory action and international treaties related to climate change, especially those
related to the regulation of greenhouse gases, may result in significant increases in energy costs as well as taxes, and other governmental
charges. There can be no assurance that we will be able to recoup any past or future increases in the cost of energy and transportation.

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

Risks Related to our Operations

We have invested a substantial amount of capital in acquisitions, joint ventures and strategic investments and we expect that we will
continue to do so in the foreseeable future. We are continually evaluating acquisitions, divestitures and strategic investments that are
significant to our business both in the United States and internationally. Acquisitions, joint ventures and strategic investments involve
numerous risks, including the failure to identify suitable acquisition candidates, complete acquisitions on acceptable terms and conditions,
retain key customers, employees and contracts, the inability to integrate businesses without material disruption, unanticipated costs
incurred in connection with integrating businesses, the incurrence of liabilities greater than anticipated or operating results that are less
than anticipated, the inability to realize the projected value, and the inability to realize projected synergies. In addition, acquisitions, joint
ventures and strategic investments and associated integration activities require time and attention of management and other key personnel.
There can be no assurance that any acquisitions, joint ventures and strategic investments will be successfully integrated into our operations,
that competition for acquisitions will not intensify or that we will be able to complete such acquisitions, joint ventures and strategic
investments on acceptable terms and conditions. The costs of unsuccessful acquisition, joint venture and strategic investment efforts may
adversely affect our business, financial condition, results of operations and cash flows.

Additionally, in connection with any acquisitions or divestitures, we may become subject to contingent liabilities or legal claims, including
but not limited to third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental,
health and safety liabilities; permitting, regulatory or other legal compliance issues; or tax liabilities. If we become subject to any of these
liabilities or claims, and they are not adequately covered by insurance or an enforceable indemnity or similar agreement from a
creditworthy counterparty, we may be responsible for significant out-of-pocket expenditures. These liabilities, if they materialize, could
have an adverse effect on our business, financial condition, results of operations and cash flows.

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

We have reorganized portions of our operations from time to time in recent years, particularly following acquisitions or divestments of
businesses, and periods of economic downturn due to local, regional or global economic conditions. We will continue to implement
continuous improvement initiatives necessary or desirable to improve our business portfolio, address underperforming assets and generate
additional cash. These initiatives may include reductions in selling, general and administrative costs throughout our Company and have
and will likely continue to result in the rationalization of manufacturing facilities.

The rationalization of our manufacturing facilities may result in temporary constraints upon our ability to manufacture the quantity of
products necessary to fill orders and thereby complete sales in a timely manner. In addition, system upgrades at our manufacturing facilities
that impact ordering, production scheduling and other related manufacturing processes are complex, and could impact or delay production
targets. A prolonged delay in our ability to fill orders on a timely basis could affect customer demand for our products and increase the size
of our product inventories, causing future reductions in our manufacturing schedules and adversely affecting our results of operations.

Moreover, our continuous development and production of new products will often involve the retooling of existing manufacturing
facilities. This retooling may limit our production capacity at certain times in the future, which could adversely affect our business,
financial condition, results of operations and cash flow. In addition, the expansion and reconfiguration of existing manufacturing facilities
could increase the risk of production delays, as well as require significant investments of capital.

While we expect these initiatives to result in significant profit opportunities and savings throughout our organization, our estimated
profits and savings are based on assumptions that may prove to be inaccurate, and as a result, there can be no assurance that we will realize
these profits and cost savings or that, if realized, these profits and cost savings will be sustained. Failure to achieve or delays in achieving
projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from manufacturing and
administrative reorganization actions in progress or contemplated, could adversely affect our business, financial condition, results of
operations and cash flows and harm our reputation.

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

Several operations, particularly in developing countries, are conducted through joint ventures. In countries that require us to conduct
business through a joint venture with a local joint venture partner, the loss of a joint venture partner or a joint venture partner’s loss of its
ability to conduct business in such country may impact our ability to conduct business in that country. Sanctions that apply to a partner of
a joint venture or to a joint venture’s directors or officers could also impact our ability to conduct business through that joint venture.

In joint ventures, we share ownership with one or more parties who may or may not have the same goals, strategies, priorities or resources
as we do. In general, joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit.
Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for
sharing information, accounting and making decisions. In certain cases, our joint venture partners must agree in order for the applicable
joint venture to take certain actions, including acquisitions, the sale of assets, borrowing money and granting liens on joint venture
property. Our inability to take unilateral action that we believe is in our best interest may have an adverse effect on the financial
performance of the joint venture and the return on our investment. Finally, we may be required on a legal or practical basis or both, to
accept liability for obligations of a joint venture beyond our economic interest, including in cases where our co-owner becomes bankrupt
or is otherwise unable to meet its commitments.

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

The agreements that govern certain of our current joint ventures under certain circumstances provide the joint venture partner with the
right to sell their participation in the joint venture to us or the right to acquire our participation in the joint venture. Some of the joint
venture agreements provide that the joint venture partner can sell its participation for a certain purchase price calculated on the basis of a
fixed multiple. Such put and call rights may result in financial risks for us. In addition, such rights could negatively impact our operations if
as a result of their exercise we lose access to members of our management teams that are familiar with local markets or distribution and
manufacturing channels.

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

Our ability to attract, develop and retain talented and qualified employees at all levels within our organization, including production
employees, key managers and executives is critical to the success of our business. We need an engaged workforce to serve our customers and
meet our business objectives. Competitive pressures and a tightened labor market within and outside our industry, may make it more
difficult and expensive to attract, hire and effectively onboard qualified employees. Increased turnover of production employees, the
retirement of or unforeseen loss of key officers and employees without appropriate succession planning or the ability to develop or hire
replacements could make it difficult to manage our business and meet our business objectives, resulting in a material adverse effect on our
business, financial condition, results of operations and cash flows.

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

We are subject to the risk of work stoppages and other labor relations matters, with approximately 27% of our employees around the world
represented by unions. We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the
future. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our
business, financial condition, results of operations and cash flows. In addition, upon the expiration of existing collective bargaining
agreements, we may not reach new agreements without union action and any such new agreements may not be on terms satisfactory to us.

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.

We are self-insured or carry large deductibles for certain types of insurance claims, which includes, but is not limited to, claims made under
our employee medical and dental insurance programs and workers’ compensation, auto and general liability claims. We utilize outside
actuarial services to establish reserves for estimated costs related to pending claims, administrative fees and claims incurred but not
reported. Because establishing reserves is an inherently uncertain process involving estimates, currently established reserves may not be
adequate to cover the actual liability for claims made under our employee medical and dental insurance programs and for certain of our
workers’ compensation and liability claims. If it is concluded that our estimates are incorrect and our reserves are inadequate for these
claims, we will need to increase our reserves, which could adversely affect our financial condition, results of operations and cash flows.

We have comprehensive liability, fire and extended coverage insurance on our facilities and operations, with policy specifications and
insured limits customarily carried for similar properties. However, there are certain types of losses, such as losses resulting from wars, acts of
terrorism, windstorms, floods, wildfires, earthquakes or other natural disasters, or pollution, that may be uninsurable or subject to
restrictive policy conditions or subject to very large deductibles. In these instances, should a loss occur in excess of insured limits, we could
lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that
property, while remaining obligated for any financial obligations related to the property. Any such loss would adversely impact our
business, financial condition, results of operations and cash flows. We purchase insurance policies covering general liability and product
liability with substantial policy limits. However, there can be no assurance that any liability claim would be adequately covered by our
applicable insurance policies or would not be excluded from coverage based on the terms and conditions of the policy. This could also
apply to any applicable contractual indemnity. We also purchase environmental liability policies where legally required and may elect to
purchase coverage in other circumstances in order to transfer all or a portion of environmental liability risk through insurance. However,
there can be no assurance that any environmental liability claim would be adequately covered by our applicable insurance policies or would
not be excluded from coverage based on the terms and conditions of the policy. We do not purchase crop insurance for our timberland
holdings, and a forest fire or other event could damage a material amount of timber.

The costs of insurance coverage continue to increase, along with increases in the level of deductibles, and the availability of some insurance
coverages is decreasing due to extensive property damage caused by natural disasters, increased cyber security breaches, large jury verdicts
and other business and employment litigation and losses. Any substantial increases in our insurance premiums, deductibles or the
availability of insurance policies could adversely affect our business, financial condition, results of operations and cash flows.

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

Our business is dependent upon our ability to execute, in an efficient and uninterrupted fashion, necessary business functions, such as
accessing key business data, financial information, order processing, invoicing and the operation of IT dependent manufacturing
equipment. A significant portion of the communication between our employees, customers and suppliers around the world depends on the
reliability of our IT systems. A significant interruption or major failure of the Internet, a shut-down of or inability to access one or more of
our facilities, a power outage, unavailability or a failure of one or more of our IT, telecommunications or other systems would substantially
impair our ability to perform daily functions on a timely basis and could result in a material adverse impact on our operations and adversely
affect our sales.

We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal
operations could not be performed due to a catastrophic event. While we continue to test and assess our business continuity plan to ensure
it meets the needs of our core business operations and addresses multiple business interruption events, there is no assurance that core
business operations could be performed upon the occurrence of such an event which may have a material adverse effect on our business,
financial condition, results of operations and cash flows.

A Cyber-Attack, Security Breach of Customer, Employee, Supplier or Company Information and Data Privacy Risks and Costs of Compliance with
New Regulations may have a Material Adverse Effect on our Business, Financial Condition, Results of Operations and Cash Flows.

In the conduct of our business, we rely extensively on computer systems, including third-party systems, to collect, use, transmit, store and report data
on information systems and interact with customers, vendors and employees. Increased global IT security threats and more sophisticated and
targeted computer crime and increased ransomware attacks pose a risk to the security of our systems and networks and third-party systems and
networks with our data (including employee and customer data), and the confidentiality, availability and integrity of our data. Despite our security
measures, our IT systems and infrastructure may be vulnerable to computer viruses, cyber-attacks, security breaches caused by employee error or
malfeasance or other disruptions, and heightened focus since the beginning of the Russian invasion of Ukraine. Any such threat could compromise
our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. A security breach of our computer systems or

third-party systems with our data could interrupt or damage our operations or harm our reputation, or both. In addition, we could be subject to legal
claims or proceedings, liability under laws that protect the privacy of personal information and regulatory penalties if confidential information
relating to customers, suppliers, employees or other parties is misappropriated from our computer system or third-party systems with our data. To
date, we have seen no material impact on our business or operations from these threats. However, we cannot ensure that our security efforts will
prevent unauthorized access or loss of functionality to our or our third-party providers’ systems.

The regulatory framework for privacy issues continues to evolve worldwide with increased regulatory and enforcement focus on data
protection in the U.S. and abroad, and an actual or alleged failure to comply with applicable U.S. or foreign data protection laws,
regulations or other data protection standards in the countries in which we do business may expose us to litigation (including in some
instances, class action litigation), fines, sanctions or other penalties, which could harm our business reputation, and could have an adverse
effect on our financial condition, results of operations and cash flows. The data privacy landscape is continuously expanding and has
significantly increased responsibilities for companies collecting, using and processing personal data, as well as significantly increased
penalties for noncompliance of security and data breach obligations, specifically in the European Union (‘‘EU’’) under the General Data
Protection Regulation, in China under the Personal Information Protection Law, and in Brazil under the General Personal Data
Protection Law, in addition to U.S. privacy laws in numerous states. Many of these regulations are complex and their interpretation,
application and enforcement are often uncertain. This regulatory and enforcement environment is increasingly challenging and may
present material obligations and risks to our business, including significantly expanded compliance burdens and enforcement risks and
could result in substantial costs and a material adverse effect on our business, financial condition, results of operations and cash flows.

Risks Related to Financial Reporting

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.

The multinational nature of our business subjects us to taxation in the United States and numerous foreign jurisdictions. Due to economic
and political conditions, tax rates in various jurisdictions may be subject to significant change. Our future effective tax rates could be
affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and
liabilities, or changes in tax laws or their interpretation.

The Organization for Economic Cooperation and Development has issued proposed guidance which establishes a 15% global minimum
tax (‘‘Pillar Two tax’’). In December 2022, the EU issued a directive requiring member states to enact a 15% minimum tax into their
domestic laws effective for fiscal years beginning on or after December 31, 2023. We will continue to monitor the status of the Pillar
Two tax implementation in the jurisdictions in which we operate. Implementation of the Pillar Two tax by jurisdictions in different ways
may cause increased complexities as to compliance and increased audit controversy with tax authorities over the application or
interpretation of the applicable rules.

Tax laws are complex and subject to varying interpretations. At this time, we believe we are properly reflecting the provision for taxes on
income using all current enacted global tax laws in every jurisdiction in which we operate. However, there can be no assurance that our tax
positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

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

At October 31, 2023, the carrying value of our goodwill was $1,693.0 million. We may be required to record future impairments of our
long-lived assets as we continue to restructure our business. Decisions to sell or close plants could reduce the estimated useful life of an asset
group or indicate that the fair value of the asset group is less than the carrying value. We may also experience declines in particular
businesses due to competition or other outside forces indicating our long-lived assets are not recoverable. Any resulting impairments will
impact net income in the period in which the triggering event, such as permanent or sustaining reduction in cash flows, occurs and could
be significant, which could have an adverse effect on our financial condition and results of operations.

Risks Related to Regulatory and Legal Costs

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

There is continuing concern from members of the scientific community and the general public that emissions of greenhouse gases
(‘‘GHG’’) and other human activities have or will cause significant changes in weather patterns and increase the frequency or severity of
extreme weather events, including droughts, wildfires and flooding. These types of extreme weather events have and may continue to

adversely impact us, our suppliers, our customers and their ability to purchase our products and our ability to timely receive appropriate
raw materials to manufacture and transport our products on a timely basis.

We believe it is likely that the scientific and political attention to issues concerning the extent and causes of climate change will continue,
with new and more restrictive legislation regulations and focus on environmental, social and governance (‘‘ESG’’) initiatives that could
affect our financial condition, results of operations and cash flows. Foreign, federal, state and local regulatory and legislative bodies have
enacted or proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related
to factors that may include climate change, regulating GHG emissions, recycling of plastic materials, and energy policies, including waste
tax, and other governmental charges and mandates. For instance, it is anticipated that the Securities and Exchange Commission will issue a
climate change disclosure rule in 2024, which, if implemented as proposed, would significantly expand climate-related disclosure
obligations. The State of California has enacted legislation that will require large U.S. companies doing business in California to make
broad-based climate-related disclosures starting as early as 2026, and other states are also considering new climate change disclosure
requirements. In addition, the European Union Corporate Sustainability Reporting Directive (‘‘CSRD’’) became effective in 2023. CSRD
applies to both EU and non-EU in-scope entities and would require them to provide expansive disclosures on various sustainability topics.
We are assessing our obligations under CSRD and expect that compliance could require substantial effort in the future. We will likely need
to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. The compliance
with foreign, federal, state and local legislation and regulations concerning climate-related disclosures may result in our Company incurring
additional costs and capital expenditures, and the failure to comply with such legislation and regulations could result in fines to our
Company and could affect our business, financial condition, results of operations and cash flows. We could also face increased costs related
to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate
change.

We, along with other companies in many business sectors, including our customers, are considering and implementing ESG and
sustainability strategies, specifically ways to reduce GHG emissions. As a result, our customers may request that changes be made to our
products or facilities, as well as other aspects of our production processes, that increase costs and may require the investment of capital. The
failure to comply with these requests could adversely affect our relationships with some customers, which in turn could adversely affect our
business, financial condition, results of operations and cash flows.

We may be Unable to Achieve Our Greenhouse Gas Emission Reduction Targets by 2030.

In April 2021, we announced a GHG emission reduction target to reduce our absolute Scope 1 and 2 emissions by 28 percent by 2030 as
part of our ESG and sustainability strategy. Achievement of these targets depends on our execution of operational strategies relating to
investments in energy efficient equipment and options to utilize other alternative energy sources. Execution of these strategies and
achievements of our 2030 target is subject to risk and uncertainties, many of which are out of our control. These risks and uncertainties
include, but are not limited to our ability to execute our strategies and achieve our goals within the currently projected costs and expected
timeframes; availability, use and success of on and off-site renewable energy; availability and cost of zero-emissions electric equipment and
vehicles; outcome of research efforts and future technology developments such as growing our post-consumer resin product offerings and
downgauging our current portfolio; availability of purchasing high quality recycled materials; growing our life cycle services network; the
increased cost and availability of virtual power purchase agreements; and the long timeline to complete certain sustainability projects.
There are no assurances that we will be able to successfully execute our strategies and achieve our 2030 targets. Failure to achieve our
targets could damage our reputation, customer and investor relationships or our access to financing. Further, given investors’ increased
focus related to environmental, social and governance matters, such a failure could cause stockholders to reduce their ownership holdings,
all of which, in turn could adversely affect our business, financial condition, results of operations and cash flows and reduce our stock price.

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

We must comply with extensive laws, rules and regulations in the United States and in each of the countries where we conduct business
regarding environmental matters, such as air, soil and water quality and waste disposal. We must also comply with extensive laws, rules and
regulations regarding safety, health and corporate social responsibility matters. There can be no assurance that compliance with existing
and new laws, rules and regulations will not require significant expenditures.

In addition, laws, rules and regulations, as well as the interpretation and administration of such laws and regulations by governmental
agencies, can change and restrict or prohibit the manner in which we conduct our current operations, require additional permits to engage
in some or all of our current operations, or increase the cost of some or all our operations. For example, the U.S. EPA has indicated

potential forthcoming changes to the regulatory framework that may impact our reconditioning business requiring a change to our
processes and operations going forward. Such changes could adversely affect our business, financial condition, results of operations and
cash flows.

We are also subject to transportation safety regulations promulgated by the U.S. Department of Transportation (‘‘DOT’’) and agencies in
other jurisdictions. Both the DOT regulations and standards issued by the United Nations and adopted by various jurisdictions outside
the United States set forth requirements related to the transportation of both hazardous and nonhazardous materials in some of our
packaging products and subject our Company to random inspections and testing to ensure compliance. Failure to comply could result in
fines to us and could affect our business, financial condition, results of operations and cash flows.

We are subject to laws, rules and regulations relating to certain raw materials used in our business or present in our products. For example,
per- and polyfluoroalkyl substances (‘‘PFAS’’) are a group of chemicals that have been manufactured and used in consumer and industrial
products since the 1940’s. PFAS compounds do not easily degrade and have been shown to accumulate over time in the environment. In
the U.S., Europe and other countries where we operate, there is heightened governmental and regulatory scrutiny on PFAS usage in
packaging products and its role in the contamination of soil, air and water. Governmental inquiries or requirements involving PFAS could
lead to us incurring liability for damages or other costs, civil proceedings, including personal injury claims, class actions, the imposition of
fines and penalties, or other remedies, as well as restrictions on or added costs for our business operations going forward. These laws, rules
and regulations, as well as investigations and resulting claims by individuals and other businesses, could adversely affect our reputation with
our customers generally, and could adversely affect our business, financial condition, results of operations and cash flows.

At the EU-level, many laws and regulations are designed to protect human health and the environment. For example, Directive
2004/35/EC concerns obligations to remedy damages to the environment, which could require us to remediate contamination identified
at sites we own or use. Other EU regulations and directives limit pollution from industrial activities, reduce emissions to air, water and soil,
protect water resources, reduce waste, promote recycling, reuse or reduction of materials used, achieving a circular economy, protect
employee health and safety and regulate the registration, evaluation, authorization and restriction of chemicals. The European
Commission published its ‘‘Fit for 55’’ package in July 2021; a collection of new legislative proposals and amendments to existing rules
aimed at implementing the EU’s target of cutting greenhouse gas emissions by 55% by 2030. In addition to existing green taxes on energy
use, a new EU plastic tax has been introduced. Specifically, there is heightened focus and in some cases a requirement by customers and
regulators to use Post-Consumer Resin (‘‘PCR’’) to manufacture more sustainable packaging. If we are unable to effectively source PCR or
innovate our current product offerings to meet this demand, this could negatively affect our business and results of operations. In addition,
we are closely monitoring the discussions on the proposed EU Packaging and Packaging Waste Regulation, which is currently being
discussed by the European Parliament and Council with the intention to become law in 2024 and could potentially impose new
requirements in terms of recycled content, recyclability and reuse for our products. Failure to comply with these and other laws, or a
change in the applicable legal framework, for example the increased enforcement of environmental regulations in the U.S., Europe, China
or other countries or customer requirements, could affect our business, financial condition, results of operations and cash flows, in
addition to those of our customers.

Our customers in the food and pharmaceutical industry are subject to increasing laws, rules and regulations relating to safety. As a result,
customers may demand that changes be made to our products or facilities, as well as other aspects of our production processes, that may
require the investment of capital. The failure to comply with these requests could adversely affect our relationships with some customers
and result in negative effects on our business, financial condition, results of operations and cash flows.

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

We produce products and provide services related to other parties’ products, including sensitive products such as food ingredients,
pharmaceutical ingredients and hazardous substances. Incidents involving these product types can involve risk of recall, contamination,
spillage, leakage, fires, and explosions, which can threaten individual health, impact the environment and cause the breakdown or failure of
equipment or processes and the performance of facilities below expected levels of capacity. If any of our customers have such incidents
involving our products, they may bring product liability claims against us. While we have built extensive operational processes to ensure
that the design and manufacture of our products meet rigorous quality standards, there can be no assurance that we or our customers will
not experience operational process failures that could result in potential product, safety, regulatory or environmental claims and associated
litigation. We are also subject to a variety of legal proceedings and legal compliance risks in our areas of operation around the globe. Any
such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention
and resources. In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. In the
future, we may not be able to maintain insurance at commercially acceptable premium and deductible levels at all. In addition, the levels of

insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant judgment or claim is not fully
insured or indemnified against, it could have a material adverse impact on our business, financial condition, results of operations and cash
flows.

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.

We cannot provide assurance that our internal controls will always protect us from reckless or criminal acts committed by our employees,
agents or business partners that would violate U.S. and non-U.S. laws, including anti-bribery, competition, trade sanctions and regulation,
and other laws. Any such improper actions could subject us to civil or criminal investigations in the U.S. and in other jurisdictions, could
lead to substantial civil or criminal monetary and non-monetary penalties against us or our subsidiaries, and could damage our reputation.
Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation
and result in significant expenditures in investigating and responding to such actions.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

The following are our principal operating locations that are either leased or owned as of October 31, 2023. We consider our operating
properties to be in satisfactory condition and adequate to meet our present needs. However, we expect to make further additions,
improvements and consolidations of our properties to support our business. Our global headquarters is located in Delaware, Ohio, USA.
We utilize two main shared service center locations, with one in North America and the other in Europe.

Location

Argentina

Belgium

Brazil

Canada

China

France

Germany

Hungary

Israel

Italy

Mexico

Netherlands

Poland

Portugal

Russia

Saudi Arabia

Singapore

Spain

Sweden

United Kingdom

United States

Totals

Classification

Owned

Leased

Totals

Global Industrial Packaging

Paper Packaging & Services

Total

103

—

Global Industrial Packaging

Paper Packaging & Services

103

115

180

Total

100

180

We also own a substantial amount of timber properties. Our timber properties consisted of approximately 175,000 acres in the
southeastern United States as of October 31, 2023.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings that are material to our business or financial condition.

From time to time, we have been a party to legal proceedings arising at the country, state or local level involving environmental sites to
which we have shipped, directly or indirectly, small amounts of toxic waste, such as paint solvents. As of the filing date of this Form 10-K,
we have been classified only as a ‘‘de minimis’’ participant in such proceedings. We are not a party to any legal proceedings involving a
governmental authority and arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge
of materials into the environment or primarily for the purpose of protecting the environment and involving potential monetary sanctions
in excess of $300,000, other than described below.

As previously reported under Item 3 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, in November 2022,
Container Life Cycle Management LLC, our U.S. reconditioning joint venture (‘‘CLCM’’), reached agreement with the United States
Environmental Protection Agency (‘‘U.S. EPA’’) and the Wisconsin Department of Natural Resources (‘‘WDNR’’) on a proposed consent
decree (the ‘‘Proposed CLCM Consent Decree’’) that would resolve various investigations and proceedings against CLCM with respect to
three reconditioning facilities in the Milwaukee, Wisconsin area that are or were owned by CLCM regarding alleged violations of
Wisconsin laws related to hazardous waste, air management and industrial storm water. Under the Proposed CLCM Consent Decree,
CLCM, without admitting any wrongdoing, agreed to modify certain existing operational practices, install and operate specific
environmental controls and pay civil penalties of approximately $1.6 million. On November 30, 2022, the U.S. EPA and the WDNR filed
an action in the U.S. District Court, Eastern District of Wisconsin (the ‘‘Court’’), seeking the Court’s approval of the Proposed CLCM
Consent Decree. On July 27, 2023, the Court approved the Proposed CLCM Consent Decree as presented. The civil penalties have been
paid by CLCM.

ITEM 4. MINE SAFETY DISCLOSURES

None.

PART II

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

Shares of our Class A and Class B Common Stock are listed on the New York Stock Exchange under the symbols GEF and GEF.B,
respectively.

As of December 12, 2023, there were 312 stockholders of record of the Class A Common Stock and 53 stockholders of record of the
Class B Common Stock.

We pay quarterly dividends of varying amounts computed on the basis described in Note 11 of the Notes to Consolidated Financial
Statements included in Item 8 of this Form 10-K. The annual dividends paid for the last two years are as follows:

2023 Dividends per Share – Class A $2.02; Class B $3.02

2022 Dividends per Share – Class A $1.88; Class B $2.81

The terms of our current secured credit facilities and United States accounts receivable credit facility limit our ability to make restricted
payments, which include dividends and purchases, redemptions and acquisitions of our equity interests. The payment of dividends and
other restricted payments are subject to the condition that certain defaults do not exist under the terms of our current secured credit
facilities and United States accounts receivable credit facility and, in the event that certain defaults exist, are limited in amount by a
formula based, in part, on our consolidated net income. See ‘‘Liquidity and Capital Resources – Borrowing Arrangements’’ in Item 7 of
this Form 10-K.

Purchases of Equity Securities by the Issuer

In June 2022, the Stock Repurchase Committee of our Board of Directors authorized a program to repurchase up to $150.0 million of
shares of our Class A or Class B Common Stock or any combination thereof. On June 23, 2022, we entered into a $75.0 million
accelerated share repurchase agreement (‘‘ASR’’) with Bank of America, N.A. for the repurchase of shares of our Class A Common Stock.
In addition, at that time we initiated a plan to repurchase an aggregate of $75.0 million of shares of our Class A or Class B Common Stock,
or any combination thereof, in open market purchases (‘‘OSR program’’).

Under the ASR, on June 24, 2022, we 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, we received the remaining
94,259 shares of Class A Common Stock.

We 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.

See Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding
this program and the repurchase of shares of Class A and B Common Stock.

Performance Graph

The following graph compares the performance of shares of our Class A and B Common Stock to that of the Standard and Poor’s
500 (‘‘S&P 500’’) Index and the Dow Jones United States Containers and Packaging Index (‘‘DJUSCP’’) assuming $100 invested on
October 31, 2018 and reinvestment of dividends for each subsequent year. The graph does not purport to represent our value.

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

The terms ‘‘Greif,’’ the ‘‘Company,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ as used in this discussion refer to Greif, Inc. and its subsidiaries.

RESULTS OF OPERATIONS

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (‘‘GAAP’’). The preparation of these
consolidated financial statements, in accordance with these principles, require us to make estimates and assumptions that affect the
reported amount of assets and liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities at the date of our
consolidated financial statements.

Historical revenues and earnings may or may not be representative of future operating results due to various economic and other factors.
See ‘‘Risk Factors’’ in Item 1A of this Form 10-K.

The non-GAAP financial measures of EBITDA and Adjusted EBITDA are used throughout the following discussion of our results of
operations, both for our consolidated and segment results. For our consolidated results, EBITDA is defined as net income, plus interest
expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted
EBITDA is defined as EBITDA plus restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus
non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, plus
(gain) loss on disposal of properties, plants, equipment and businesses, net.

Since we do not calculate net income by reportable segment, EBITDA and Adjusted EBITDA by reportable segment are reconciled to
operating profit by reportable segment. In that case, EBITDA is defined as operating profit by reportable segment less other (income)
expense, net, less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus
depreciation, depletion and amortization expense for that reportable segment, and Adjusted EBITDA is defined as EBITDA plus
restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus non-cash asset impairment charges,
plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, plus (gain) loss on disposal of properties,
plants, equipment and businesses, net, for that reportable segment.

We use EBITDA and Adjusted EBITDA as financial measures to evaluate our historical and ongoing operations and believe that these
non-GAAP financial measures are useful to enable investors to perform meaningful comparisons of our historical and current
performance. The foregoing non-GAAP financial measures are intended to supplement and should be read together with our financial
results. These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered
superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the
non-GAAP financial measures.

The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our reportable segments for
2023, 2022 and 2021:

Year Ended October 31, (in millions)

Net sales:

Global Industrial Packaging
Paper Packaging & Services
Land Management
Total net sales

Operating profit:

Global Industrial Packaging
Paper Packaging & Services
Land Management

Total operating profit

EBITDA:

Global Industrial Packaging
Paper Packaging & Services
Land Management
Total EBITDA

Adjusted EBITDA:

Global Industrial Packaging
Paper Packaging & Services
Land Management

Total Adjusted EBITDA

2023

2022

2021

$2,936.8
2,260.5
21.3
$5,218.6

$ 334.3
264.1
7.1
$ 605.5

$ 415.7
398.8
9.3
$ 823.8

$ 423.7
386.2
8.9
$ 818.8

$3,652.4
2,675.1
22.0
$6,349.5

$ 313.7
298.5
9.0
$ 621.2

$ 383.5
439.0
11.8
$ 834.3

$ 458.2
450.5
8.8
$ 917.5

$3,316.7
2,218.4
21.0
$5,556.1

$ 350.2
131.0
104.0
$ 585.2

$ 432.7
269.9
107.3
$ 809.9

$ 453.3
302.0
8.9
$ 764.2

The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated
results for 2023, 2022 and 2021:

Year Ended October 31, (in millions)

Net income

Plus: interest expense, net
Plus: debt extinguishment charges
Plus: income tax expense
Plus: depreciation, depletion and amortization expense

EBITDA

Net income

Plus: interest expense, net
Plus: debt extinguishment charges
Plus: income tax expense
Plus: other expense, net
Plus: non-cash pension settlement charges
Plus: equity earnings of unconsolidated affiliates, net of tax

Operating profit

Less: other expense, net
Less: non-cash pension settlement charges
Less: equity earnings of unconsolidated affiliates, net of tax
Plus: depreciation, depletion and amortization expense

EBITDA

Plus: restructuring charges
Plus: timberland gains, net
Plus: acquisition and integration related costs
Plus: non-cash asset impairment charges
Plus: non-cash pension settlement charges
Plus: incremental COVID-19 costs, net
Plus: gain on disposal of properties, plants, equipment, and businesses, net

Adjusted EBITDA

2023

$379.1
96.3
—
117.8
230.6
$823.8

$379.1
96.3
—
117.8
11.0
3.5
(2.2)
605.5
11.0
3.5
(2.2)
230.6
823.8
18.7
—
19.0
20.3
3.5
—
(66.5)
$818.8

2022

$394.0
61.2
25.4
137.1
216.6
$834.3

$394.0
61.2
25.4
137.1
8.9
—
(5.4)
621.2
8.9
—
(5.4)
216.6
834.3
13.0
—
8.7
71.0
—
—
(9.5)
$917.5

2021

$413.2
92.7
—
69.6
234.4
$809.9

$413.2
92.7
—
69.6
4.8
9.1
(4.2)
585.2
4.8
9.1
(4.2)
234.4
809.9
23.1
(95.7)
9.1
8.9
9.1
3.3
(3.5)
$764.2

The following table sets forth EBITDA and Adjusted EBITDA for each of our reportable segments, reconciled to the operating profit for
each reportable segment, for 2023, 2022 and 2021:

2023

2022

2021

$334.3

$313.7

$350.2

12.6

3.5

(2.2)

95.3

9.5

—

(5.4)

73.9

415.7

383.5

4.2

12.2

1.9

3.5

—

(13.8)

9.1

0.4

69.4

—

(4.2)

4.5

0.3

(4.2)

83.1

432.7

17.1

—

2.7

0.3

1.8

(1.3)

$423.7

$458.2

$453.3

$264.1

$298.5

$131.0

(1.6)

—

133.1

398.8

14.5

6.8

18.4

—

(0.6)

—

139.9

439.0

3.9

8.3

1.6

—

$386.2

$450.5

$302.0

$ 7.1

$ 9.0

$104.0

2.2

9.3

—

2.8

11.8

—

0.3

8.8

148.0

269.9

5.9

9.1

5.0

8.8

1.5

1.8

3.3

107.3

0.1

(95.7)

1.2

(4.0)

Year Ended October 31, (in millions)

Global Industrial Packaging
Operating profit

Less: other expense, net

Less: non-cash pension settlement charges

Less: equity earnings of unconsolidated affiliates, net of tax

Plus: depreciation and amortization expense

EBITDA

Plus: restructuring charges

Plus: acquisition and integration related costs

Plus: non-cash asset impairment charges

Plus: non-cash pension settlement charges

Plus: incremental COVID-19 costs, net

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

Adjusted EBITDA

Paper Packaging & Services
Operating profit

Less: other (income) expense, net

Less: non-cash pension settlement charges

Plus: depreciation and amortization expense

EBITDA

Plus: restructuring charges

Plus: acquisition and integration related costs

Plus: non-cash asset impairment charges

Plus: non-cash pension settlement charges

Plus: incremental COVID-19 costs, net

Adjusted EBITDA

Land Management
Operating profit

Plus: depreciation and depletion expense

EBITDA

Plus: restructuring charges

Plus: timberland gains, net

Plus: non-cash asset impairment charges

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

(52.3)

(2.3)

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

(0.4)

(3.0)

Adjusted EBITDA

$ 8.9

$ 8.8

$ 8.9

Year 2023 Compared to Year 2022

Net Sales

Net sales were $5,218.6 million for 2023 compared with $6,349.5 million for 2022. The $1,130.9 million decrease was primarily due to
lower average selling prices and lower volumes across the Global Industrial Packaging segment and the Paper Packaging & Services segment
and the $148.8 million impact to net sales resulting from the sale of our approximately 50% equity interest in the Flexible Products &
Services business in the second quarter of 2022 (the ‘‘FPS Divestiture’’). See the ‘‘Segment Review’’ below for additional information on
net sales by reportable segment.

Gross Profit

Gross profit was $1,146.1 million for 2023 compared with $1,285.4 million for 2022. The $139.3 million decrease was primarily due to
the same factors that impacted net sales, partially offset by lower raw material, transportation and manufacturing costs. See the ‘‘Segment
Review’’ below for additional information on gross profit by reportable segment. Gross profit margin was 22.0 percent for 2023 compared
to 20.2 percent for 2022.

Selling, General and Administrative Expenses

Selling, general and administrative (‘‘SG&A’’) expenses were $549.1 million for 2023 compared with $581.0 million for 2022. The
$31.9 million decrease was primarily due to incentive compensation expense reduction. SG&A expenses were 10.5 percent of net sales for
2023 compared with 9.2 percent of net sales for 2022.

Financial Measures

Operating profit was $605.5 million for 2023 compared with $621.2 million for 2022. Net income was $379.1 million for 2023 compared
with $394.0 million for 2022. Adjusted EBITDA was $818.8 million for 2023 compared with $917.5 million for 2022. The reasons for
changes in operating profit and Adjusted EBITDA for each reportable segment are described below in the ‘‘Segment Review.’’

Trends

We anticipate that the lower customer demand patterns that we experienced throughout the 2023 fiscal year will continue into the
2024 fiscal year. Although we have seen some increase in demand for our containerboard products in the U.S. the past two months, we do
not see that as an overall inflection point.

We expect the prices for steel, old corrugated containers, resin and other direct materials, as well as prices for transportation, labor and
utilities, to remain relatively stable through the year.

We continue to actively monitor the impact and consequences of the Russian invasion of Ukraine. As of October 31, 2023, our operations
in Russia account for approximately 4 percent of our net sales, approximately 9 percent of our operating profit and approximately
2 percent of our total assets.

The foregoing discussion of 2024 trends in our businesses does not consider the impact of our proposed acquisition of Ipackchem.
See Item 1(g) of this Form 10-K, Recent Events - Proposed Acquisition of Ipackchem, for information concerning this proposed
acquisition.

Segment Review

Global Industrial Packaging

Key factors influencing profitability in the Global Industrial Packaging reportable segment are:

•

Selling prices, product mix, customer demand and sales volumes;

Raw material costs, primarily steel, resin, containerboard and used industrial packaging for reconditioning;

Energy and transportation costs;

Benefits from executing the Greif Business System;

Restructuring charges;

• Acquisition of businesses and facilities;

• Divestiture of businesses and facilities; and
•

Impact of foreign currency translation.

Net sales were $2,936.8 million for 2023 compared with $3,652.4 million for 2022. The $715.6 million decrease in net sales was primarily
due to lower volumes, lower average selling prices as a result of contractual price adjustment mechanisms, the $148.8 million impact to net
sales resulting from the FPS Divestiture and negative foreign currency translation impacts.

Gross profit was $634.4 million for 2023 compared with $692.6 million for 2022. The $58.2 million decrease in gross profit was primarily
due to the same factors that impacted net sales, largely offset by lower raw material, transportation and manufacturing costs. Gross profit
margin increased to 21.6 percent in 2023 from 19.0 percent in 2022.

Operating profit was $334.3 million for 2023 compared with $313.7 million for 2022. The $20.6 million increase was primarily due to the
$62.4 million non-cash impairment charge during the first quarter of 2022 related to the FPS Divestiture, a $9.8 million gain recognized
on our previously held minority ownership interest in Centurion and lower SG&A expenses, partially offset by the same factors that
impacted gross profit. Adjusted EBITDA was $423.7 million for 2023 compared with $458.2 million for 2022. The $34.5 million decrease
was primarily due to the same factors that impacted gross profit, partially offset by lower SG&A expenses.

Paper Packaging & Services

Key factors influencing profitability in the Paper Packaging & Services reportable segment are:

•

Selling prices, product mix, customer demand and sales volumes;

Raw material costs, primarily old corrugated containers;

Energy and transportation costs;

Benefits from executing the Greif Business System;

Restructuring charges;

• Acquisition of businesses and facilities; and
• Divestiture of businesses and facilities.

Net sales were $2,260.5 million for 2023 compared with $2,675.1 million for 2022. The $414.6 million decrease was primarily due to
lower volumes and lower average selling prices due to lower published containerboard prices.

Gross profit was $502.5 million for 2023 compared with $584.5 million for 2022. The $82.0 million decrease in gross profit was primarily
due to the same factors that impacted net sales, partially offset by lower old corrugated container and other raw material input costs, as well
as lower transportation and labor costs. Gross profit margin increased to 22.2 percent in 2023 from 21.8 percent in 2022.

Operating profit was $264.1 million for 2023 compared with $298.5 million for 2022. The $34.4 million decrease in operating profit was
primarily due to the same factors that impacted gross profit, partially offset by the $54.3 million gain from the divestiture of Tama
Paperboard, LLC in the Paper Packaging & Services segment (the ‘‘Tama Divestiture’’) during the first quarter of 2023 and lower SG&A
expenses. Adjusted EBITDA was $386.2 million for 2023 compared with $450.5 million for 2022. The $64.3 million decrease was
primarily due to the same factors that impacted gross profit, partially offset by lower SG&A expenses.

Land Management

As of October 31, 2023, our Land Management reportable segment consisted of approximately 175,000 acres of timber properties in the
southeastern United States. Key factors influencing profitability in the Land Management reportable segment are:

•

Planned level of timber sales;

Selling prices and customer demand;

• Gains on timberland sales; and
• Gains on the disposal of development, surplus and HBU properties (‘‘special use property’’).

Net sales were $21.3 million for 2023 compared with $22.0 million for 2022.

Gross profit was $9.2 million for 2023 compared with $8.3 million for 2022.

Operating profit was $7.1 million for 2023 compared with $9.0 million for 2022. Adjusted EBITDA was $8.9 million for 2023 compared
with $8.8 million for 2022.

In order to maximize the value of our timber properties, we continue to review our current portfolio and explore the development of
certain of these properties. This process has led us to characterize our property as follows:

•

Surplus property, meaning land that cannot be efficiently or effectively managed by us, whether due to parcel size, lack of
productivity, location, access limitations or for other reasons;

• HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling

timber;

• Development property, meaning HBU land that, with additional investment, may have a significantly higher market value

than its HBU market value; and

• Core timberland, meaning land that is best suited for growing and selling timber.

We report the sale of core timberland property in timberland gains, the sale of HBU and surplus property in gain on disposal of properties,
plants and equipment, net and the sale of timber and development property under net sales and cost of products sold in our interim
condensed consolidated statements of income. All HBU and development property, together with surplus property, is used to productively
grow and sell timber until the property is sold.

Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such
as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations,
including access to lakes or rivers, the condition of the surrounding land, availability of utilities, markets for timber and economic
considerations both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an
ongoing review and re-characterization as circumstances change.

As of October 31, 2023, we estimated that there were 18,800 acres in the United States of special use property, which we expect will be
available for sale in the next four to six years.

Income Tax Expense

Income tax expense for 2023 was $117.8 million on $494.7 million of pretax income and for 2022 was $137.1 million on $525.7 million of
pretax income. The $19.3 million decrease in income tax expense for 2023 was primarily attributable to a decrease in pre-tax earnings in
2023, as well as an increase in tax benefit of $5.4 million related to a net decrease in valuation allowances, including releases of valuation
allowances. These reductions to income tax expense were offset by a decrease in tax benefit of uncertain tax position of $6.9 million,
primarily driven by lapses in the statute of limitations. Additionally, in 2022 we recognized a net book loss of $58.6 million related to the
FPS Divestiture and disposal of other businesses for which limited tax benefits were available.

See Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for further information.

Year 2022 Compared to Year 2021

Results of our fiscal year 2022 compared to our fiscal year 2021 are included in our Annual Report on Form 10-K for the year ended
October 31, 2022, File No. 001-00566 (see Item 7 therein).

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities and proceeds from our
trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends,
debt repayment and acquisitions. We anticipate continuing to fund these items in a like manner. We currently expect that operating cash
flows, borrowings under our senior secured credit facilities and proceeds from our trade accounts receivable credit facilities will be
sufficient to fund our anticipated working capital, capital expenditures, cash dividends, debt repayment, potential acquisitions of
businesses and other liquidity needs for at least 12 months.

Cash Flow

Year Ended October 31, (in millions)

Net cash provided by operating activities

Net cash used in investing activities

Net cash provided by (used in) financing activities

Effects of exchange rates on cash

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Cash and cash equivalents at end of year

Operating Activities

2023

$ 649.5

(670.2)

69.7

(15.2)

33.8

147.1

2022

$ 657.5

(28.2)

(531.0)

(75.8)

22.5

124.6

$ 180.9

$ 147.1

The $89.7 million decrease in accounts receivable to $659.4 million as of October 31, 2023 from $749.1 million as of October 31, 2022
was primarily due to decreases in net sales.

The $64.7 million decrease in inventories to $338.6 million as of October 31, 2023 from $403.3 million as of October 31, 2022 was
primarily due to decreases in raw material prices and decreased purchases, in line with decreased demand.

The $63.5 million decrease in accounts payable to $497.8 million as of October 31, 2023 from $561.3 million as of October 31, 2022 was
primarily due to decreased raw material prices and purchases.

Investing Activities

During 2023 and 2022, we invested $213.6 million and $176.3 million, respectively, of cash in capital expenditures. These investments
exclude $6.0 million and $6.7 million of cash purchases and investments in timber properties during 2023 and 2022, respectively.

During 2023, we paid $542.4 million for purchases of businesses, net of cash acquired, primarily for the acquisition of Lee Container
Corporate, Inc. (‘‘Lee Container’’) on December 15, 2022 (the ‘‘Lee Container Acquisition’’), the acquisition from approximately 10% to
80% of our ownership interest in Centurion Container LLC (‘‘Centurion’’) on March 31, 2023 (the ‘‘Centurion Acquisition’’), the
acquisition of a 51% ownership interest in ColePak, LLC (‘‘ColePak’’) on August 23, 2023 (the ‘‘ColePak Acquisition’’), and the
acquisition of Reliance Products, Ltd. (‘‘Reliance’’) on October 1, 2023 (the ‘‘Reliance Acquisition’’).

During 2023, we received $105.3 million of cash from sale of businesses, primarily from the Tama Divestiture. During 2022, we received
$139.2 million of cash from sale of businesses, primarily from the FPS Divestiture.

Financing Activities

We paid cash dividends to stockholders of Greif, Inc. in the amount of $116.5 million and $111.3 million for the years ended October 31,
2023 and 2022, respectively. We paid dividends to non-controlling interests in the amount of $14.2 million and $17.2 million for the years
ended October 31, 2023 and 2022, respectively.

During 2023, we borrowed $257.0 million of long-term debt, net of proceeds. During 2022, we paid down $189.4 million of long-term
debt, net of proceeds and we paid $20.8 million of debt extinguishment charges and debt issuance costs related to our debt refinancing.

During 2023, we paid $63.9 million for the Stock Repurchase Program, as further defined below in Other Liquidity Considerations.
During 2022, we paid $86.1 million for the Stock Repurchase Program.

Financial Obligations

Borrowing Arrangements

Long-term debt is summarized as follows:

(in millions)

2022 Credit Agreement - Term Loans

2023 Credit Agreement - Term Loans

Accounts receivable credit facilities

2022 Credit Agreement - Revolving Credit Facility

Other debt

Less current portion

Less deferred financing costs

Long-term debt, net

2022 Credit Agreement

October 31,
2023

October 31,
2022

$1,493.8

$1,565.0

296.3

351.0

77.3

—

311.4

41.9

0.4

2,218.4

1,918.7

88.3

8.7

71.1

8.3

$2,121.4

$1,839.3

We and certain of our subsidiaries are parties to a senior secured credit agreement (the ‘‘2022 Credit Agreement’’) with a syndicate of
financial institutions.

The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million
multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1
facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with any
outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027 and (c) a $515.0 million
secured term loan A-2 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31,
2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027.

Interest is based on Secured Overnight Financing Rate (‘‘SOFR’’) plus a credit spread adjustment or a base rate that resets periodically plus,
in each case, a calculated margin amount that is based on our leverage ratio. Subject to the terms of the 2022 Credit Agreement, we have an
option to add borrowings to the 2022 Credit Agreement with the agreement of the lenders. As of October 31, 2023, we had
$722.7 million of available borrowing capacity under the $800.0 million secured revolving credit facility.

The repayment of all borrowings under the 2022 Credit Agreement is secured by a security interest in our personal property and the
personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of
the capital stock of substantially all of our U.S. subsidiaries, and is secured, in part, by the capital stock of the non-U.S. borrowers.
However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard &
Poor’s Financial Services LLC, we may request the release of such collateral.

The 2022 Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage
ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of
(a) our total consolidated indebtedness (less the aggregate amount of our unrestricted cash and cash equivalents), to (b) our consolidated
net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus
certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus
certain other items for the preceding twelve months (as used in this paragraph only ‘‘EBITDA’’) to be greater than 4.00 to 1.00; provided
that such leverage ratio is subject to (i) a covenant step-up (as defined in the 2022 Credit Agreement) increase adjustment of 0.50 upon the
consummation of, and the following three fiscal quarters after, certain specified acquisitions, and (ii) a collateral release decrease
adjustment of 0.25x during any collateral release period (as defined in the 2022 Credit Agreement). The interest coverage ratio generally
requires that at the end of any fiscal quarter we will not permit the ratio of (a) our consolidated EBITDA, to (b) our consolidated interest
expense to the extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve month period. As of October 31,
2023, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement.

2023 Credit Agreement

On May 17, 2023, we and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. entered into a $300.0 million senior
secured credit agreement (the ‘‘2023 Credit Agreement’’) with CoBank, ACB (‘‘CoBank’’), who acted as lender and is acting as
administrative agent of the 2023 Credit Agreement. The 2023 Credit Agreement is permitted incremental equivalent debt under the

terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly
principal installments commencing on July 31, 2023 and continuing through January 31, 2028, with any outstanding principal balance of
such term loan being due and payable on maturity on May 17, 2028. We used the borrowing under the 2023 Credit Agreement to repay
and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement. Interest accruing under the 2023 Credit
Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin
amount that is based on our leverage ratio.

The repayment of all borrowings under the 2023 Credit Agreement is secured by a security interest in certain of our personal property and
certain of the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well
as a pledge of the capital stock of substantially all of our U.S. subsidiaries. However, in the event that we receive and maintain an
investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s Financial Services LLC, we may request the
release of such collateral. Our obligations under the 2023 Credit Agreement are secured on a pari passu basis with the obligations arising
under the 2022 Credit Agreement.

The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit
Agreement, as described above, and a ‘‘most favored lender’’ provision related to the 2022 Credit Agreement. As of October 31, 2023, we
were in compliance with the covenants and other agreements in the 2023 Credit Agreement.

United States Trade Accounts Receivable Credit Facility

We have a $300.0 million U.S. Receivables Financing Facility Agreement (the ‘‘U.S. RFA’’) that matures on May 17, 2024. As of
October 31, 2023, there was a $270.9 million outstanding balance under the U.S. RFA that is reported as long-term debt in the
consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent and ability to
consummate a long-term refinancing by renewing the existing agreement or entering into new financing arrangements. The U.S. RFA also
contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of
October 31, 2023, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general
corporate purposes.

International Trade Accounts Receivable Credit Facilities

We have a €100.0 million ($105.7 million as of October 31, 2023) European Receivables Financing Agreement (the ‘‘European RFA’’) that
matures on April 24, 2024. As of October 31, 2023, there was a $80.1 million outstanding balance on the European RFA that is reported as
long-term debt in the consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent
and ability to consummate a long-term refinancing by renewing the existing agreement or entering into new financing arrangements. As of
October 31, 2023, we were in compliance with the covenants that relate to the European RFA. Proceeds of the European RFA are available
for working capital and general corporate purposes.

See Note 5 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding
our financial obligations.

Financial Instruments

Interest Rate Derivatives

As of October 31, 2023, we have various interest rate swaps with a total notional amount of $1,300.0 million, amortizing down over the
term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average
fixed interest rate of 2.62%. These derivatives are designated as cash flow hedges for accounting purposes and will mature between
March 11, 2024 and July 16, 2029.

We are actively monitoring the interest rate market and may execute new interest rate swaps as appropriate. Subsequent to October 31,
2023, we entered into additional interest rate swaps with a total notional amount of $250.0 million maturing November 3, 2028, in which
we receive variable rate interest payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest
rate of 4.20%.

Accordingly, the gain or loss on these derivative instruments are reported as a component of other comprehensive income and reclassified
into earnings in the same line item associated with the forecasted transactions and in the same period during which the hedged transaction
affects earnings.

Foreign Exchange Hedges

We conduct business in international currencies and are subject to risks associated with changing foreign exchange rates. Our objective is
to reduce volatility associated with foreign exchange rate changes to allow management to focus its attention on business operations.
Accordingly, we enter into various contracts that change in value as foreign exchange rates change to protect the value of certain existing
foreign currency assets and liabilities, commitments and anticipated foreign currency cash flows.

As of October 31, 2023 and 2022, we had outstanding foreign currency forward contracts in the notional amount of $66.0 million and
$132.1 million, respectively.

We are actively monitoring the foreign exchange hedges market and may execute new foreign currency forward contracts as appropriate.
Subsequent to October 31, 2023, we entered into additional foreign currency forward contract in the notional amount of $268.0 million
maturing February 29, 2024.

Cross Currency Swaps

We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange
rates. We have cross currency interest rate swaps that synthetically swap $319.3 million of fixed rate debt to Euro denominated fixed rate
debt. We receive a weighted average rate of 1.39%. These agreements are designated as either net investment hedges or cash flow hedges for
accounting purposes and will mature between March 2, 2024 and October 5, 2026.

We are actively monitoring the cross currency interest rate swap market and may execute new cross currency interest rate swaps as
appropriate. Subsequent to October 31, 2023, we entered into additional cross currency interest rate swaps that synthetically swap
$213.2 million of fixed rate debt to Euro denominated fixed rate debt maturing November 3, 2028. We receive a weighted average rate of
1.31% on these swaps.

Accordingly, the gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component
of other comprehensive income until the net investment is sold, diluted or liquidated. The gain or loss on the cash flow hedge derivative
instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the
underlying cash flows that are being hedged. Interest payments received from the cross currency swap are excluded from the net investment
hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income.

See Note 6 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional disclosures regarding
our financial instruments.

Other Liquidity Considerations

Post-Retirement Benefit Plans

We have no near-term post-retirement benefit plan funding obligations. We intend to make a post-retirement benefit plan contribution of
$21.9 million during 2024, which we anticipate will consist of $16.2 million of employer contributions and $5.7 million of benefits paid
directly by the employer. See Note 9 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for
additional information regarding our post-retirement benefit plans.

Contingent Liabilities and Environmental Reserves

Environmental reserves are estimates based on current remediation plans, and actual liabilities could significantly differ from the reserve
estimates. See Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information
regarding our contingent liabilities and environmental reserves.

Stock Repurchase Program

Critical Accounting Policies

A summary of our significant accounting policies is included in Note 1 of the Notes to Consolidated Financial Statements included in
Item 8 of this Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the consolidated
financial statements with useful and reliable information about our results of operations and financial condition. The following are the
accounting policies that we believe are most important to the portrayal of our results of operations and financial condition and require our
most difficult, subjective or complex judgments.

Other items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A
– Risk Factors. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in
the future.

Business Combinations

Under the acquisition method of accounting, we allocate the fair value of purchase consideration transferred to the tangible and intangible
assets acquired and liabilities assumed based on their estimated fair values on the date of the acquisition. The fair values assigned, defined as
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants,
are based on estimates and assumptions determined by management. The excess purchase consideration over the aggregate fair value of
tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. When determining the fair value of assets acquired and
liabilities assumed, we make significant estimates and assumptions, especially with respect to intangible assets. Our estimates of fair value
are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results
may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record
adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to
facts and circumstances that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in
the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. See Note 2 of the
Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our acquisitions.

Valuation of Goodwill

We account for goodwill in accordance with ASC 350, ‘‘Intangibles – Goodwill and Other.’’ Under ASC 350, goodwill is not amortized,
but instead is tested for impairment either annually on August 1 or when events and circumstances indicate an impairment may have
occurred. Our goodwill impairment assessment is performed by reporting unit. A reporting unit is the operating segment, or a business one
level below that operating segment (the component level) if discrete financial information is prepared and regularly reviewed by segment
management. However, components are aggregated as a single reporting unit if they have similar economic characteristics. In conducting
the annual impairment tests, the estimated fair value of each of our reporting units is compared to its carrying amount including goodwill.
If the estimated fair value exceeds the carrying amount, then no impairment exists. If the carrying amount exceeds the estimated fair value,
we record an impairment of goodwill equal to the amount by which the carrying value exceeds the fair value of the reporting unit, not to
exceed the recorded amount of goodwill.

The Global Industrial Packaging reportable segment consists of four operating segments: Global Industrial Packaging – North America;
Global Industrial Packaging – Latin America; Global Industrial Packaging – Europe, Middle East and Africa; Global Industrial Packaging
– Asia Pacific. Each of these operating segments also qualify as a component that has discrete financial information available that is
reviewed by segment management on a regular basis. As such, these components also represent our reporting units for purposes of goodwill
impairment testing.

The Paper Packaging & Services reportable segment is also an operating segment. This operating segment consists of multiple components
that have discrete financial information available that is reviewed by segment management on a regular basis. We have evaluated those
components and concluded that they are economically similar and should be aggregated into single reporting unit. For the purpose of
aggregating our components, we review the long-term performance of gross profit margin and operating profit margin. Additionally, we
review qualitative factors such as common customers, similar products, similar manufacturing processes, sharing of resources, level of
integration and interdependency of processes across components. We place greater weight on the qualitative factors outlined in ASC 280
‘‘Segment Reporting’’ and consider the guidance in ASC 350 in determining whether two or more components of an operating segment
are economically similar and can be aggregated into a single reporting unit.

The estimated fair value of the reporting units utilized in the impairment test is based on a discounted cash flow analysis or income
approach and market multiple approach. Under this method, the principal valuation focus is on the reporting unit’s cash-generating
capabilities. The discount rates used for impairment testing are based on a market participant’s weighted average cost of capital. The use of
alternative estimates, peer groups or changes in the industry, or adjusting the discount rate, earnings before interest, taxes, depreciation,
depletion and amortization, multiples or price earnings ratios used could affect the estimated fair value of the assets and potentially result
in impairment. Any identified impairment would result in an adjustment to our results of operations.

In performing the test, we first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We
then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh
those factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less
than its carrying amount (the Step 0 Test). If necessary, the next step in the goodwill impairment test involves comparing the fair value of
each of the reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds the fair value of
the reporting unit, an impairment loss would be recognized (not to exceed the carrying amount of goodwill). We did not utilize any Step 0
tests in 2023.

For all reporting units with goodwill balances, we proceeded directly to the quantitative impairment testing and the fair value exceeded
carrying value by at least 31%, so no impairment was deemed to exist. Net sales, gross profit margin and operating expense forecasts, as well
as the selection of discount rates, are the assumptions that are most sensitive and susceptible to change as they require significant
management judgment. In addition, certain future events and circumstances, including deterioration of market conditions, higher cost of
capital, a decline in actual and expected consumption and demand, could result in changes to those assumptions and judgments. A revision
of those assumptions could cause the fair value of the reporting unit to fall below its respective carrying value. If in future years, our
reporting units’ actual results are not consistent with our estimates and assumptions used to calculate fair value, we may be required to
recognize material impairments to goodwill.

The following table summarizes the carrying amount of goodwill by reporting unit for the year ended October 31, 2023 and 2022:

(in millions)

Global Industrial Packaging

North America

Europe, Middle East and Africa

Asia Pacific

Paper Packaging & Services

Total

Goodwill Balance

October 31,
2023

October 31,
2022

$ 461.6

$ 286.0

330.0

96.0
805.4

315.4

95.2
767.9

$1,693.0

$1,464.5

The Global Industrial Packaging: Latin America and Land Management reporting units have no goodwill balance at either reporting period.

Recent Accounting Standards

See Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for a detailed description of recently
issued and newly adopted accounting standards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are subject to interest rate risk related to our financial instruments that include borrowings under the 2022 Credit Agreement, the
2023 Credit Agreement and proceeds from U.S. RFA and the European RFA and cross currency and interest rate swap agreements. We do
not enter into financial instruments for trading or speculative purposes. The interest rate swap agreements have been entered into to
manage our exposure to variability in interest rates.

We have various interest rate swaps with a total notional amount of $1,300.0 million, maturing between March 11, 2024 and July 16,
2029. We receive variable interest rate payments based upon one-month U.S. dollar SOFR, and in return are obligated to pay interest at a
weighted average fixed interest rate of 2.62%, plus a spread.

Gains (losses) reclassified to earnings under these interest rate swaps were recorded in the amount of $28.5 million, $(8.4) million and
$(18.1) million for the years ended October 31, 2023, 2022 and 2021, respectively.

We have various cross currency interest rate swaps that synthetically swap $319.3 million of fixed rate debt to Euro denominated fixed rate
debt. We receive a weighted average rate of 1.39%. These agreements are designated as either net investment hedges or cash flow hedges for
accounting purposes and will mature between March 2, 2024 and October 5, 2026.

The gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other
comprehensive income until the net investment is sold, diluted, or liquidated. The gain or loss on the cash flow hedge derivative
instruments is included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the
underlying cash flows that are being hedged. Interest payments received from the cross currency swap are excluded from the net investment
hedge effectiveness assessment and are recorded in interest expense, net on the consolidated statements of income.

Gains on the cross currency swap agreement was recorded in interest expense for the amount of $5.1 million, $5.8 million and $2.2 million
for the years ended October 31, 2023, 2022 and 2021, respectively.

Currency Risk

As a result of our international operations, our operating results are subject to fluctuations in currency exchange rates. The geographic
presence of our operations mitigates this exposure to some degree. Additionally, our transaction exposure is somewhat limited because we
produce and sell a majority of our products in local currency within most countries in which we operate.

As of October 31, 2023 and 2022 we had outstanding foreign currency forward contracts in the notional amount of $66.0 million and
$132.1 million, respectively. The purpose of these contracts is to hedge our exposure to foreign currency transactions and short-term
intercompany loan balances in our international businesses. These contracts resulted in realized gains (losses) recorded in other expense,
net of $1.2 million, $(6.2) million and $0.4 million for the years ended October 31, 2023, 2022 and 2021, respectively.

A sensitivity analysis (with respect only to these instruments) to changes in the foreign currencies hedged indicates that if the U.S. dollar
strengthened by 10 percent, the fair value of these instruments would increase by $0.5 million to a net asset of $0.5 million. Conversely, if
the U.S. dollar weakened by 10 percent, the fair value of these instruments would decrease by $0.4 million to a net liability of $0.4 million.

Commodity Price Risk

We purchase commodities such as steel, resin, containerboard, pulpwood and energy. We do not currently engage in material hedging of
these commodities.

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)

Net sales

Costs of products sold

Gross profit

Selling, general and administrative expenses

Acquisition and integration related costs

Restructuring charges

Timberland gains, net

Non-cash asset impairment charges

Gain on disposal of properties, plants and equipment, net

(Gain) Loss on disposal of businesses, net

Operating profit

Interest expense, net

Non-cash pension settlement charges

Debt extinguishment charges

Other expense, net

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

Income tax expense

Equity earnings of unconsolidated affiliates, net of tax

Net income

Net income attributable to noncontrolling interests

Net income attributable to Greif, Inc.

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

Class A common stock

Class B common stock

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

Class A common stock

Class B common stock

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended October 31, (in millions)

Net income

Other comprehensive income (loss), net of tax:

Foreign currency translation*

Derivative financial instruments

Minimum pension liabilities

Other comprehensive (loss) income, net of tax

Comprehensive income

Comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Greif, Inc.

2023

2022

2021

$5,218.6

$6,349.5

$5,556.1

4,072.5

1,146.1

549.1

5,064.1

1,285.4

581.0

4,463.1

1,093.0

565.9

19.0

18.7

—

20.3

(2.5)

(64.0)

605.5

96.3

3.5

—

11.0

494.7

117.8

(2.2)

379.1

(19.9)

8.7

13.0

—

71.0

(8.1)

(1.4)

621.2

61.2

—

25.4

8.9

525.7

137.1

(5.4)

394.0

(17.3)

9.1

23.1

(95.7)

8.9

(3.7)

0.2

585.2

92.7

9.1

—

4.8

478.6

69.6

(4.2)

413.2

(22.5)

$ 359.2

$ 376.7

$ 390.7

6.22

9.32

6.15

9.32

6.36

9.53

6.30

9.53

6.57

9.84

6.54

9.84

2023

2022

2021

$379.1

$394.0

$413.2

(1.1)

(11.9)

(14.1)

365.0

20.0

(27.9)

76.4

(1.1)

47.4

441.4

10.5

(1.6)

21.1

50.4

69.9

483.1

21.4

$345.0

$430.9

$461.7

Year ended October 31, 2022 amount includes $113.1 million release of foreign currency translation from business divestment.

See accompanying Notes to Consolidated Financial Statements.

October 31,
2023

October 31,
2022

180.9

147.1

659.4

749.1

255.8

82.8

5.0

46.0

139.2

1,369.1

1,693.0

792.2

22.9

36.2

290.3

30.5

164.0

316.0

87.3

1.3

57.3

141.3

1,499.4

1,464.5

576.2

10.1

30.8

254.7

1.2

178.0

3,029.1

2,515.5

229.6

153.7

544.3

2,138.8

200.5

3,266.9

226.8

154.8

515.1

1,968.3

182.9

3,047.9

(1,704.3)

(1,592.9)

1,562.6

1,455.0

$ 5,960.8

$ 5,469.9

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in millions)

ASSETS

Current assets

Cash and cash equivalents

Trade accounts receivable, net of allowance

Inventories:

Raw materials

Finished goods

Assets held for sale

Prepaid expenses

Other current assets

Long-term assets
Goodwill

Other intangible assets, net of amortization

Deferred tax assets

Pension assets

Operating lease assets

Finance lease assets

Other long-term assets

Properties, plants and equipment

Timber properties, net of depletion

Land

Buildings

Machinery and equipment

Capital projects in progress

Accumulated depreciation

Total assets

See accompanying Notes to Consolidated Financial Statements.

October 31,
2023

October 31,
2022

$ 497.8

$ 561.3

137.7

174.4

16.8

88.3

5.4

53.8

3.4

136.1

939.3

12.3

71.1

5.7

48.9

0.9

173.3

1,047.9

2,121.4

1,839.3

240.2

27.9

325.6

56.3

6.2

17.3

21.2

93.8

2,909.9

209.4

0.2

343.6

58.0

7.2

19.0

25.6

109.6

2,611.9

125.3

15.8

208.4

(281.9)

173.5

(205.1)

2,337.9

2,095.2

(317.7)

71.7

(70.5)

(316.5)

72.8

(58.6)

1,947.9

1,761.3

38.4

33.0

1,986.3

1,794.3

$5,960.8

$5,469.9

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED BALANCE SHEETS

(in millions)

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities

Accounts payable

Accrued payroll and employee benefits

Restructuring reserves

Current portion of long-term debt

Short-term borrowings

Current portion of operating lease liabilities

Current portion of finance lease liabilities

Other current liabilities

Long-term liabilities
Long-term debt

Operating lease liabilities

Finance lease liabilities

Deferred tax liabilities

Pension liabilities

Post-retirement benefit obligations

Contingent liabilities and environmental reserves

Long-term income tax payable

Other long-term liabilities

Commitments and Contingencies (Note 10)

Redeemable Noncontrolling Interests (Note 15)

Equity

Common stock, without par value

Treasury stock, at cost

Retained earnings

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

Foreign currency translation

Derivative financial instruments

Minimum pension liabilities

Total Greif, Inc. shareholders’ equity

Noncontrolling interests

Total shareholders’ equity

Total liabilities and shareholders’ equity

See accompanying Notes to Consolidated Financial Statements.

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended October 31, (in millions)

Cash flows from operating activities:

2023

2022

2021

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

379.1

394.0

413.2

Depreciation, depletion and amortization
Timberland gains, net
Non-cash asset impairment charges
Non-cash pension settlement charges
Gain on disposals of properties, plants and equipment, net
(Gain) loss on disposals of businesses, net
Unrealized foreign exchange loss (gain)
Deferred income tax (benefit) expense
Debt extinguishment charges
Non-cash lease expense
Other, net

Increase (decrease) in cash from changes in certain assets and liabilities, net of

impacts from acquisitions:

Trade accounts receivable
Inventories
Accounts payable
Restructuring reserves
Operating leases
Pension and post-retirement benefit liabilities
Other, net

Net cash provided by operating activities

Cash flows from investing activities:

Acquisitions of companies, net of cash acquired
Purchases of properties, plants and equipment
Purchases of and investments in timber properties
Proceeds from the sale of properties, plants, equipment and other assets
Proceeds from the sale of businesses
Proceeds on timberlands
Payments for deferred purchase price of acquisitions
Collections on receivables held in special purpose entities
Payments for issuance of loans receivable
Other
Net cash (used in) provided by investing activities

Cash flows from financing activities:

Proceeds from issuance of long-term debt
Payments on long-term debt
(Payments on) proceeds from short-term borrowings, net
Proceeds from trade accounts receivable credit facility
Payments on trade accounts receivable credit facility
Payments for liabilities held in special purpose entities
Dividends paid to Greif, Inc. shareholders
Dividends paid to noncontrolling interests
Payments for debt extinguishment and issuance costs
Payments for share repurchases
Forward contract for accelerated share repurchases
Tax withholding payments for stock-based awards
Purchases of redeemable and mandatorily redeemable noncontrolling interest
Other, net
Net cash provided by (used in) financing activities

Reclassification of cash to assets held for sale
Effects of exchange rates on cash
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental information:
Non-cash transactions:

Capital expenditures included in accounts payable

Schedule of interest and income taxes paid:
Cash payments for interest expense
Cash payments for taxes

See accompanying Notes to Consolidated Financial Statements.

230.6
—
20.3
3.5
(2.5)
(64.0)
12.7
(28.7)
—
38.0
2.2

130.3
101.0
(79.8)
4.4
(37.3)
(26.9)
(33.4)
649.5

(542.4)
(213.6)
(6.0)
8.6
105.3
—
(22.1)
—
—
—
(670.2)

216.6
—
71.0
—
(8.1)
(1.4)
(1.6)
13.4
22.6
35.7
0.8

25.1
6.1
(40.5)
(6.6)
(36.9)
(24.7)
(8.0)
657.5

—
(176.3)
(6.7)
20.3
139.2
—
(4.7)
—
—
—
(28.2)

234.4
(95.7)
8.9
9.1
(3.7)
0.2
1.0
(47.2)
—
40.0
(2.4)

(247.5)
(205.6)
230.4
(1.4)
(43.5)
(11.5)
117.3
396.0

—
(140.7)
(6.6)
16.2
2.7
145.1
(3.7)
50.9
(15.0)
(2.1)
46.8

2,285.6
(2,028.6)
(0.7)
180.2
(145.8)
—
(116.5)
(14.2)
—
(63.9)
—
(13.7)
(7.3)
(5.4)
69.7
—
(15.2)
33.8
147.1
180.9

3,915.8
(4,105.2)
(36.3)
301.9
(365.3)
—
(111.3)
(17.2)
(20.8)
(71.1)
(15.0)
—
(6.5)
—
(531.0)
—
(75.8)
22.5
124.6
147.1

1,806.4
(2,176.4)
21.1
106.0
(23.1)
(43.3)
(105.8)
(7.8)
—
—
—
—
—
—
(422.9)
0.5
(1.7)
18.7
105.9
124.6

$
$

29.1

112.9
155.2

$
$

24.4

70.3
157.0

$
$

38.7

104.5
54.7

GREIF, INC. AND SUBSIDIARY COMPANIES

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

As of October 31, 2020

Net income
Other comprehensive income (loss):

Foreign currency translation
Derivative financial instruments, net of

$7.0 million tax expense

Minimum pension liability adjustment, net

of $15.8 million tax expense

Comprehensive income
Current period mark to redemption value of
redeemable noncontrolling interest and
other

Net income allocated to redeemable

noncontrolling interests

Dividends paid to Greif, Inc., Shareholders
($1.78 per Class A share and $2.66 per
Class B share)

Dividends paid to noncontrolling interests

and other

Dividends earned on RSU shares
Long-term incentive shares issued
Shared based compensation
Restricted stock, executive
Restricted stock, directors

As of October 31, 2021

Net income
Other comprehensive income (loss):

Foreign currency translation, net of

$113.1 million business divestment
release

Derivative financial instruments, net of

$25.2 million tax expense

Minimum pension liability adjustment, net

of $5.4 million tax expense

Comprehensive income
Divestment of noncontrolling interest
Current period mark to redemption value of
redeemable noncontrolling interest and
other

Net income allocated to redeemable

noncontrolling interests

Dividends paid to Greif, Inc., Shareholders
($1.88 per Class A share and $2.81 per
Class B share)

Dividends paid to noncontrolling interests

and other

Dividends earned on RSU shares
Share repurchases
Long-term incentive shares issued
Shared based compensation
Restricted stock, executive
Restricted stock, directors

As of October 31, 2022

Net income
Other comprehensive income (loss):

Foreign currency translation
Derivative financial instruments, net of

$0.3 million tax benefit

Minimum pension liability adjustment, net

of $4.7 million 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

($2.02 and $3.02 per Class A share and
Class B share, respectively)

Dividends paid to noncontrolling interests

and other

Dividends earned on RSU shares
Colleague stock purchase plan
Share repurchases
Long-term incentive shares issued
Share based compensation
Restricted stock, directors

As of October 31, 2023

Capital Stock

Treasury Stock

Amount

48,450

$170.2

28,392

$(134.4)

Accumulated
Other
Comprehensive
Income (Loss)

$(427.5)

Retained
Earnings

$1,543.9
390.7

80
—
3
26
48,559

3.9
3.9
0.1
1.2
$179.3

(80)
—
(3)
(26)
28,283

0.2
—
—
0.1
$(134.1)

(1,192)
51
—
3
22
47,443

(15.0)
3.0
4.9
0.1
1.2
$173.5

1,192
(51)
—
(3)
(22)
29,399

(71.1)
0.1
—
—
—
$(205.1)

(0.5)

21.1

50.4

(2.6)

(105.8)

(0.6)

$1,825.6
376.7

$(356.5)

(21.1)

76.4

(1.1)

5.5

(111.3)

(1.3)

$2,095.2
359.2

$(302.3)

(1.2)

(1.1)

(11.9)

0.1

(116.5)

(0.1)

—
(1,006)
350
—
18
46,805

0.3
14.5
14.7
4.2
1.2
$208.4

—
1,006
(350)
—
(18)
30,037

—
(78.9)
2.0
—
0.1
$(281.9)

$2,337.9

$(316.5)

Greif,
Inc.
Equity

$1,152.2
390.7

(0.5)

21.1

50.4
461.7

(2.6)

(105.8)

(0.6)
4.1
3.9
0.1
1.3
$1,514.3
376.7

(21.1)

76.4

(1.1)
430.9
—

5.5

(111.3)

(1.3)
(86.1)
3.1
4.9
0.1
1.2
$1,761.3
359.2

(1.2)

(1.1)

(11.9)
345.0

0.1

(116.5)

(0.1)
0.3
(64.4)
16.7
4.2
1.3
$1,947.9

Non controlling
Interests

$ 48.5
22.5

(1.1)

(2.4)

(6.2)

$ 61.3
17.3

(6.8)

(23.3)

(0.1)

(15.4)

$ 33.0
19.9

0.1

(2.7)

(11.9)

$ 38.4

Total
Equity

1,200.7
413.2

(1.6)

21.1

50.4
483.1

(2.6)

(2.4)

(105.8)

(6.2)
(0.6)
4.1
3.9
0.1
1.3
$1,575.6
394.0

(27.9)

76.4

(1.1)
441.4
(23.3)

5.5

(0.1)

(111.3)

(15.4)
(1.3)
(86.1)
3.1
4.9
0.1
1.2
$1,794.3
379.1

(1.1)

(11.9)
365.0

0.1

(2.7)

(116.5)

(11.9)
(0.1)
0.3
(64.4)
16.7
4.2
1.3
$1,986.3

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 POLICIES

The Business
Greif, Inc. and its subsidiaries (collectively, ‘‘Greif,’’ ‘‘our,’’ or the ‘‘Company’’), principally manufacture rigid industrial packaging products,
such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, closure systems for industrial
packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services,
such as container life cycle management, filling, logistics, warehousing and other packaging services. The Company produces and sells
containerboard, corrugated sheets, corrugated containers and other corrugated products to customers in North America in industries such
as packaging, automotive, food and building products. The Company also produces and sells coated recycled paperboard and uncoated
recycled paperboard, some of which are used to produce and sell industrial products (tubes and cores, construction products and protective
packaging). The Company produces and sells bulk and specialty partitions made from both containerboard and uncoated recycled
paperboard. In addition, the Company also purchases and sells recycled fiber and produces and sells adhesives used in the Company’s
paperboard products. The Company owns timber properties in the southeastern United States which are actively harvested and
regenerated. The Company has operations in over 35 countries.

Due to the variety of its products, the Company has many customers buying different products and due to the scope of the Company’s
sales, no one customer is considered principal in the total operations of the Company.

The Company supplies a cross section of industries, such as chemicals, paints and pigments, food and beverage, petroleum, industrial
coatings, agriculture, pharmaceuticals, minerals, packaging, automotive and building products, and makes spot deliveries on a day-to-day
basis as its products are required by its customers. The Company does not operate on a backlog to any significant extent and maintains
only limited levels of finished goods. Many customers place their orders weekly for delivery during the same week.

The Company’s raw materials are principally steel, resin, containerboard, old corrugated containers, pulpwood, recycled coated and
uncoated paperboard and used industrial packaging for reconditioning.

There were approximately 12,000 full time employees of the Company as of October 31, 2023.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of Greif, Inc., all wholly owned and majority-owned subsidiaries, joint ventures
controlled by the Company or for which the Company is the primary beneficiary and equity earnings of unconsolidated affiliates. All
intercompany transactions and balances have been eliminated in consolidation. Investments in unconsolidated affiliates are accounted for
using the equity method based on the Company’s ownership interest in the unconsolidated affiliate.

The Company’s consolidated financial statements are presented in accordance with accounting principles generally accepted in the United
States (‘‘GAAP’’). Certain prior year amounts have been reclassified to conform to the current year presentation.

The Company’s fiscal year begins on November 1 and ends on October 31 of the following year. Any references to years or to any quarter
of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates,
judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Though
actual amounts could significantly or materially differ from estimates, the most significant estimates are related to:

•

Expected useful lives assigned to properties, plants and equipment;

• Goodwill and other intangible assets;
•

Estimates of fair value;

•

Environmental liabilities;

Pension and post-retirement benefits, including plan assets;

Income taxes;

• Net assets held for sale; and
• Contingencies.

Cash and Cash Equivalents

The Company considers highly liquid investments with an original maturity of three months or less to be cash equivalents. The carrying
value of cash equivalents approximates fair value.

Allowance for Doubtful Accounts

The allowance for doubtful accounts totaled $6.2 million and $6.1 million as of October 31, 2023 and 2022, respectively. The Company
recognizes allowances for bad debts based on the length of time receivables are past due with allowance percentages, based on its historical
experiences, applied on a graduated scale relative to the age of the receivable amounts. If the Company is aware of a specific customer’s
inability to meet its financial obligations to the Company, the Company records a specific allowance for bad debts. Amounts deemed
uncollectible are written-off against the allowance for doubtful accounts.

Concentration of Credit Risk and Major Customers

The Company maintains cash depository accounts with banks throughout the world and invests in high quality short-term liquid
instruments. Such investments are made only in instruments issued by high quality institutions and mature within three months. The
Company did not incur any losses related to these investments during the years ended October 31, 2023, 2022 and 2021.

Trade receivables can be potentially exposed to a concentration of credit risk with customers or in particular industries. Such credit risk is
considered by management to be limited due to the Company’s many customers, none of which are considered principal in the total
operations of the Company, and its geographic scope of operations in a variety of industries throughout the world. The Company does not
have an individual customer that exceeds 10 percent of total revenue. In addition, the Company performs ongoing credit evaluations of its
customers’ financial conditions and maintains reserves for credit losses. Such losses historically have been within management’s
expectations.

Inventory

The Company primarily uses the FIFO method of inventory valuation. Reserves for slow moving and obsolete inventories are provided
based on historical experience, inventory aging and product demand. The Company continuously evaluates the adequacy of these reserves
and adjusts these reserves as required.

Net Assets Held for Sale

Net assets held for sale represent land, buildings and other assets and liabilities for locations that have met the criteria of ‘‘held for sale’’
accounting, as specified by Accounting Standards Codification (‘‘ASC’’) 360, ‘‘Property, Plant and Equipment,’’ at the lower of carrying
value or fair value less cost to sell. Fair value is based on the estimated proceeds from the sale of the assets utilizing recent purchase offers,
market comparables and/or reliable third party data. The Company’s estimate as to fair value is regularly reviewed and assets are subject to
changes, such as in the commercial real estate markets and the Company’s continuing evaluation as to the asset’s acceptable sale price. The
net assets held for sale are being marketed for sale and it is the Company’s intention to complete the sales of these assets within the
upcoming year, assuming offers deemed sufficient by management are received as result of marketing efforts. See Note 6 herein for
additional information regarding assets and liabilities held for sale.

Goodwill and Indefinite-Lived Intangibles

Goodwill is the excess of the purchase price of an acquired entity over the amounts assigned to tangible and intangible assets and liabilities
assumed in the business combination. The Company accounts for goodwill and purchased indefinite-lived intangible assets in accordance
with ASC 350, ‘‘Intangibles – Goodwill and Other.’’ Under ASC 350, goodwill and purchased intangible assets with indefinite lives are
not amortized, but instead are tested for impairment at least annually. The Company tests for impairment of goodwill and indefinite-lived
intangible assets as of August 1, or more frequently if certain indicators are present or changes in circumstances suggest that impairment
may exist.

In accordance with ASC 350, the Company has the option to first assess qualitative factors to determine whether it is necessary to perform
the quantitative test for goodwill impairment. If the Company believes, as a result of its qualitative assessment, that it is more-likely-than-
not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. The quantitative test
for goodwill impairment is conducted at the reporting unit level by comparing the carrying value of each reporting unit to the estimated
fair value of the unit. If the carrying value of a reporting unit exceeds its estimated fair value, then the goodwill of the reporting unit is
impaired. Goodwill impairment is recognized as the amount that the carrying value exceeds the fair value; not to exceed the balance of

goodwill attributable to the reporting unit. When a portion of a reporting unit is disposed of, goodwill is allocated to the gain or loss on
that disposition based on the relative fair values of the portion of the reporting unit subject to disposition and the portion of the reporting
unit that will be retained.

The Company’s determinations of estimated fair value of the reporting units are based on both the market approach and a discounted cash
flow analysis utilizing the income approach. Under the market approach, the principal inputs are market prices and valuation multiples for
public companies engaged in businesses that are considered comparable to the reporting unit. Under the income approach, the principal
inputs are the reporting unit’s cash-generating capabilities and the discount rate. The discount rates used in the income approach are based
on a market participant’s weighted average cost of capital. The use of alternative estimates, including different peer groups or changes in the
industry, or adjusting the discount rate, earnings before interest, taxes, depreciation, depletion and amortization forecasts or cash flow
assumptions used could affect the estimated fair value of the reporting units and potentially result in goodwill impairment. Any identified
impairment would result in an expense to the Company’s results of operations. See Note 3 herein for additional information regarding
goodwill and other intangible assets.

Other Intangibles

The Company accounts for intangible assets in accordance with ASC 350. Definite lived intangible assets are amortized over their useful
lives on a straight-line basis, with amortization expense being recorded on the same basis. The useful lives for definite lived intangible assets
vary depending on the type of asset and the terms of contracts or the valuation performed, but generally have the range of:

Trademarks and trade names

Customer relationships

Acquisitions

Years

5-15

5-23

From time to time, the Company acquires businesses and/or assets that augment and complement its operations. In accordance with
ASC 805, ‘‘Business Combinations,’’ these acquisitions are accounted for under the purchase method of accounting. Under this method,
the Company allocates the fair value of purchase consideration transferred to the tangible and intangible assets acquired and liabilities
assumed based on their estimated fair values on the date of the acquisition. The excess purchase consideration over the aggregate fair value
of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. The Company’s estimates of fair value are based upon
assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from
estimates.

During the measurement period, not to exceed one year from the date of acquisition, the Company may record adjustments to the assets
acquired and liabilities assumed, with a corresponding offset to goodwill if new information is obtained related to facts and circumstances
that existed as of the acquisition date. After the measurement period, any subsequent adjustments are reflected in the consolidated
statements of income. Acquisition costs, such as legal and consulting fees, are expensed as incurred.

The Company classifies costs incurred in connection with acquisitions and their integration as acquisition and integration related costs.
These costs are expensed as incurred and consist primarily of transaction costs, legal and consulting fees, integration costs and changes in
the fair value of contingent payments (earn-outs) and are recorded within Acquisition and Integration related Costs line item presented on
the consolidated income statement. Acquisition transaction costs are incurred during the initial evaluation of a potential targeted
acquisition and primarily relate to costs to analyze, negotiate and consummate the transaction as well as financial and legal due diligence
activities. Post-acquisition integration activities are costs incurred to combine the operations of an acquired enterprise into the Company’s
operations.

The consolidated financial statements include the results of operations from these business combinations from the date of acquisition.

Internal Use Software

Internal use software is accounted for under ASC 985, ‘‘Software.’’ Internal use software is software that is acquired, internally developed
or modified solely to meet the Company’s needs and for which, during the software’s development or modification, a plan does not exist to
market the software externally. Costs incurred to acquire and develop the software during the application development stage and for
upgrades and enhancements that provide additional functionality are capitalized and then amortized over a 3 to 7 year period. Internal use
software is capitalized as a component of machinery and equipment on the consolidated balance sheets.

Long-Lived Assets

Properties, plants and equipment are stated at cost. Depreciation on properties, plants and equipment is provided on the straight-line
method over the estimated useful lives of the assets, with general useful lives of the assets as follows:

Buildings

Machinery and equipment

Years

10-15

Depreciation expense was $156.8 million, $138.1 million and $164.6 million in 2023, 2022 and 2021, respectively. Expenditures for
repairs and maintenance are charged to expense as incurred. When properties are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the asset and related allowance accounts. Gains or losses are credited or charged to income
as incurred.

The Company capitalizes interest on long-term fixed asset projects using a rate that approximates the weighted average cost of borrowing.
For the years ended October 31, 2023, 2022 and 2021, the Company’s capitalized interest costs were not material.

The Company tests for impairment of properties, plants and equipment if certain indicators are present to suggest that impairment may
exist. Long-lived assets are grouped together at the lowest level, generally at the plant level, for which identifiable cash flows are largely
independent of cash flows of other groups of long-lived assets. As events warrant, the Company evaluates the recoverability of long-lived
assets, other than goodwill and indefinite-lived intangible assets, by assessing whether the carrying value can be recovered over their
remaining useful lives through the expected future undiscounted operating cash flows of the underlying business. Future decisions to
change the Company’s manufacturing processes, exit certain businesses, reduce excess capacity, temporarily idle facilities and close facilities
could also result in material impairment losses. Any impairment loss that may be required is determined by comparing the carrying value of
the assets to their estimated fair value.

As of October 31, 2023, the Company’s timber properties consisted of approximately 175,000 acres, all of which were located in the
southeastern United States. The Company’s land costs are maintained by tract. Upon acquisition of a new timberland tract, the Company
records separate amounts for land, merchantable timber and pre-merchantable timber allocated as a percentage of the values being
purchased. The Company begins recording pre-merchantable timber costs at the time the site is prepared for planting. Costs capitalized
during the establishment period include site preparation by aerial spray, costs of seedlings, including refrigeration rental and trucking,
planting costs, herbaceous weed control, woody release and labor and machinery use. The Company does not capitalize interest costs in the
process. Property taxes are expensed as incurred. New road construction costs are capitalized as land improvements and depreciated over a
10 to 20 year period. Road repairs and maintenance costs are expensed as incurred. Costs after establishment of the seedlings, including
management costs, pre-commercial thinning costs and fertilization costs, are expensed as incurred. Once the timber becomes
merchantable, the cost is transferred from the pre-merchantable timber category to the merchantable timber category in the depletion
block.

Merchantable timber costs are maintained by five product classes: pine sawtimber, pine chip-n-saw, pine pulpwood, hardwood sawtimber
and hardwood pulpwood, within a depletion block, with each depletion block based upon a geographic district or subdistrict. Currently,
the Company has five depletion blocks. These same depletion blocks are used for pre-merchantable timber costs. Each year, the Company
estimates the volume of the Company’s merchantable timber for the five product classes by each depletion block and depletion costs
recognized upon sales are calculated as volumes sold times the unit costs in the respective depletion block. For the years ended October 31,
2023, 2022 and 2021, the Company’s depletion expense was not material.

Contingencies

Various lawsuits, claims and proceedings have been or may be instituted or asserted against the Company, including those pertaining to
environmental, product liability and safety and health matters. While the amounts claimed may be substantial, the ultimate liability cannot
currently be determined because of the considerable uncertainties that exist.

All lawsuits, claims and proceedings are considered by the Company in establishing reserves for contingencies in accordance with
ASC 450, ‘‘Contingencies.’’ In accordance with the provisions of ASC 450, the Company accrues for a litigation-related liability when it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Based on currently available information
known to the Company, the Company believes that its reserves for these litigation-related liabilities are reasonable and that the ultimate
outcome of any pending matters is not likely to have a material effect on the Company’s financial position or results of operations.

Environmental Cleanup Costs

The Company accounts for environmental cleanup costs in accordance with ASC 410,
‘‘Asset Retirement and Environmental
Obligations.’’ The Company expenses environmental expenditures related to existing conditions resulting from past or current operations
and from which no current or future benefit is discernible. Expenditures that extend the life of the related property or mitigate or prevent
future environmental contamination are capitalized. The Company determines its liability on a site-by-site basis and records a liability at
the time when it is probable and can be reasonably estimated. The Company’s estimated liability is reduced to reflect the anticipated
participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and
financially capable of paying their respective shares of the relevant costs.

Self-insurance

The Company is self-insured for certain of the claims made under its employee medical and dental insurance programs. The Company had
recorded liabilities totaling $7.0 million and $7.9 million for estimated costs related to outstanding claims as of October 31, 2023 and
2022, respectively. These costs include an estimate for expected settlements on pending claims, administrative fees and an estimate for
claims incurred but not reported. These estimates are based on management’s assessment of outstanding claims, historical analyses and
current payment trends. The Company recorded an estimate for the claims incurred, but not reported using an estimated lag period based
upon historical information.

The Company has certain deductibles applied to various insurance policies including general liability, product, vehicle and workers’
compensation. The Company maintains net liabilities totaling $22.2 million and $24.7 million for anticipated costs related to general
liability, product, vehicle and workers’ compensation claims as of October 31, 2023 and 2022, respectively. These costs include an estimate
for expected settlements on pending claims, defense costs and an estimate for claims incurred but not reported. These estimates are based
on the Company’s assessment of its deductibles, outstanding claims, historical analysis, actuarial information and current payment trends.

Income Taxes

Income taxes are accounted for under ASC 740, ‘‘Income Taxes.’’ In accordance with ASC 740, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases, as measured by enacted tax rates that are expected to be in effect in the periods when the
deferred tax assets and liabilities are expected to be settled or realized. Valuation allowances are established when management believes it is
more likely than not that some portion of the deferred tax assets will not be realized.

The Company’s effective tax rate is impacted by the amount of income generated in each taxing jurisdiction, statutory tax rates and tax
planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is
required in determining the Company’s effective tax rate and in evaluating its tax positions.

Tax benefits from uncertain tax positions are recognized when it is more likely than not that the position will be sustained upon
examination, including resolutions of any related appeals or litigation processes, based on the technical merits. The amount recognized is
measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. The Company’s
effective tax rate includes the impact of reserve provisions and changes to reserves on uncertain tax positions that are not more likely than
not to be sustained upon examination as well as related interest and penalties.

A number of years may elapse before a particular matter, for which the Company has established a reserve, is audited and finally resolved.
The number of years with open tax audits varies depending on the tax jurisdiction. While it is often difficult to predict the final outcome
or the timing of resolution of any particular tax matter, the Company believes that its reserves reflect the probable outcome of known tax
contingencies. Unfavorable settlement of any particular issue would require use of the Company’s cash. Favorable resolution would be
recognized as a reduction to the Company’s effective tax rate in the period of resolution.

Restructuring Charges

The Company accounts for all exit or disposal activities in accordance with ASC 420, ‘‘Exit or Disposal Cost Obligations.’’ Under
ASC 420, a liability is measured at its fair value and recognized as incurred.

For termination costs associated with employees who are involuntarily terminated under the terms of a one-time benefit arrangement, the
Company recognizes liabilities and associated costs as of announcement date unless the employees are required to stay for a certain period
of time after restructuring announcement and ratable recognition between the announcement date and termination date is materially
different from announcement date recognition. For termination costs associated with a non-lease contract and costs incurred without
economic benefit as a result of restructuring activities, the Company recognizes liabilities and associated costs as of contract termination

date. Facility exit and employee relocation costs are recognized and measured at their respective fair value in the period in which the
liability is incurred. The liability is not recognized before it is incurred, even if the costs are incremental to other operating costs and will be
incurred as a direct result of a plan.

Revenue Recognition

Revenue is measured as the amount of consideration the Company expects to be entitled to in exchange for transferring goods or providing
services. Customer payment terms are typically less than one year and as such, transaction prices are not adjusted for the effects of a
significant financing component. Standalone selling prices for each performance obligation are generally stated in the contract. Variable
consideration in the form of volume rebates is estimated based on contract terms and historical experience of actual results limited to the
amount which is probable will not result in reversal of cumulative revenue recognized when the variable consideration is resolved. Taxes
collected from customers and remitted to governmental authorities are excluded from net sales.

For the vast majority of revenues, contracts with customers are either a purchase order or the combination of a purchase order with a
master supply agreement. A performance obligation is considered an individual unit sold. The Company does not bundle products. Prices
negotiated with each individual customer are representative of the stand-alone selling price of the product. The Company typically satisfies
the performance obligation at a point in time when control is transferred to customers. The point in time when control of goods is
transferred is largely dependent on delivery terms.

Contract liabilities relate primarily to prepayments received from the Company’s customers before revenue is recognized and from volume
rebates to customers. These amounts are included in other current liabilities in the consolidated balance sheets. The Company does not
have any material contract assets. Freight charged to customers is included in net sales in the statement of income.

The Company’s contracts with customers are broadly similar in nature throughout its reportable segments, but the amount, timing and
uncertainty of revenue and cash flows may vary in each reportable segment due to geographic factors. See Note 13 herein for additional
disclosures of revenue disaggregated by geography for each reportable segment.

Shipping and Handling Fees and Costs

The Company includes shipping and handling fees and costs in cost of products sold.

Other Expense, net

Other expense, net primarily represents foreign currency transaction gains and losses, non-service cost components of net periodic post-
retirement benefit costs and other infrequent non-operating items.

Currency Translation

In accordance with ASC 830, ‘‘Foreign Currency Matters,’’ the assets and liabilities denominated in a foreign currency are translated into
United States dollars at the rate of exchange existing at period-end, and revenues and expenses are translated at average exchange rates.

The cumulative translation adjustments, which represent the effects of translating assets and liabilities of the Company’s international
operations, are presented in the consolidated statements of changes in shareholders’ equity in accumulated other comprehensive income
(loss). Transaction gains and losses on foreign currency transactions denominated in a currency other than an entity’s functional currency
are credited or charged to income. The amounts included in other expense, net related to foreign currency transaction losses were not
material for the years ended October 31, 2023, 2022 and 2021.

Derivative Financial Instruments

In accordance with ASC 815, ‘‘Derivatives and Hedging,’’ the Company records all derivatives in the consolidated balance sheet as either
assets or liabilities measured at fair value. Dependent on the designation of the derivative instrument, changes in fair value are recorded to
earnings or shareholders’ equity through other comprehensive income (loss).

The Company may from time to time use interest rate swap agreements to hedge against changing interest rates. For interest rate swap
agreements designated as cash flow hedges, the net gain or loss on the derivative instrument is reported as a component of other
comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects
earnings. The Company’s interest rate swap agreements effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing
the impact of interest rate changes on future interest expense.

The Company’s cross currency interest rate swap agreements synthetically swap United States dollar denominated fixed rate debt for Euro
denominated fixed rate debt and are designated as either net investment hedges or cash flow hedges for accounting purposes. The gain or
loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive
income until the net investment is sold, diluted, or liquidated. The gain or loss on the cash flow hedge derivative instruments is included in
the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows that are
being hedged. Interest payments received from the cross currency swap are excluded from the net investment hedge effectiveness
assessment and are recorded in interest expense, net on the consolidated statements of income.

The Company enters into currency forward contracts to hedge certain currency transactions and short-term intercompany loan balances
with its international businesses. Such contracts limit the Company’s exposure to both favorable and unfavorable currency fluctuations.
These contracts are adjusted to reflect market value as of each balance sheet date, with the resulting changes in fair value being recognized
in other expense, net.

Any derivative contract that is either not designated as a hedge, or is so designated but is ineffective, has its changes to market value
recognized in earnings immediately. If a cash flow or fair value hedge ceases to qualify for hedge accounting, the contract would continue to
be carried on the balance sheet at fair value until settled and have the adjustments to the contract’s fair value recognized in earnings. If a
forecasted transaction were no longer probable to occur, amounts previously deferred in accumulated other comprehensive income (loss)
would be recognized immediately in earnings.

Fair Value

The Company uses ASC 820, ‘‘Fair Value Measurements and Disclosures’’ to account for fair value. ASC 820 defines fair value, establishes
a framework for measuring fair value in GAAP and expands disclosures about assets and liabilities measured at fair value. Additionally, this
standard established a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities
to maximize the use of observable inputs and minimize the use of unobservable inputs.

The three levels of inputs used to measure fair values are as follows:

•

Level 1 – Observable inputs such as unadjusted quoted prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of
the assets and liabilities.

The Company presents various fair value disclosures in Note 6 and Note 9 of the Notes to Consolidated Financial Statements included in
Item 8 of this Form 10-K.

Newly Adopted Accounting Standards

There have been no new accounting pronouncements adopted since the filing of the 2022 Form 10-K.

Recently Issued Accounting Standards

In November 2023, the FASB issued ASU 2023-07, ‘‘Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,’’
which is intended to improve reportable segment disclosure requirements. This ASU is effective for fiscal years beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The
effective date for the Company to adopt this ASU for fiscal year-end and interim period is November 1, 2024 and November 1, 2025
respectively. The Company is in the process of determining the potential impact of adopting this guidance on its financial position, results
of operations, comprehensive income, cash flow and disclosures.

NOTE 2 – ACQUISITIONS AND DIVESTITURES

Acquisitions

ColePak Acquisition

The Company acquired a 51% ownership interest in ColePak, LLC (‘‘ColePak’’) on August 23, 2023 (the ‘‘ColePak Acquisition’’).
ColePak is a manufacturer of bulk and specialty partitions made from both containerboard and uncoated recycled board and is the second
largest supplier of paper partitions in North America. The total purchase price for this acquisition, net of cash acquired, was $74.6 million.

The fair value of the remaining noncontrolling interest of 49% after the acquisition was $72.1 million, which was determined using a
Monte Carlo option pricing model, and is redeemable through contractual terms.

The following table summarizes the consideration transferred to acquire ColePak and the preliminary valuation of identifiable assets
acquired and liabilities assumed at the acquisition date:

(in millions)

Fair value of consideration transferred
Cash consideration

Noncontrolling interest

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable

Inventories

Intangibles

Operating lease assets

Properties, plants and equipment

Total assets acquired

Accounts payable and other current liabilities

Operating lease liabilities

Total liabilities assumed

Total identifiable net assets

Goodwill

Amounts
Recognized as of
the Acquisition
Date

$ 74.6

72.1

$ 6.7

3.3

59.0

8.6

19.4

97.0

(1.8)

(8.6)

(10.4)

$ 86.6

$ 60.1

The Company recognized goodwill related to this acquisition of $60.1 million. The goodwill recognized in this acquisition was
attributable to the acquired assembled workforce, expected synergies, economies of scale and expanded market presence, none of which
qualify for recognition as a separate intangible asset. ColePak is reported within the Paper Packaging & Services segment to which the
goodwill was assigned. The goodwill is expected to be deductible for tax purposes.

The fair value for acquired customer relationship intangibles was determined as of the acquisition date based on estimates and judgments
regarding expectations for the future after-tax cash flows arising from the revenue from customer relationships that existed on the
acquisition date over their estimated lives, including the probability of expected future contract renewals and revenue, less a contributory
assets charge, all of which is discounted to present value. The fair values of the trademark intangible assets were determined utilizing the
relief from royalty method, which is a form of the income approach. Under this method, a royalty rate based on observed market royalties
is applied to projected revenue supporting the trademarks and discounted to present value using an appropriate discount rate.

Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the
preliminary purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the
acquisition date:

(in millions)

Customer relationships

Trademarks

Total intangible assets

Weighted
Average
Estimated
Useful Life

15.0

5.0

Purchase Price
Allocation

$50.6

8.4

$59.0

The Company has not yet finalized the determination of the fair value of assets acquired and liabilities assumed, including income taxes
and contingencies. The Company expects to finalize these amounts within one year of the acquisition date. The estimate of fair value and
purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to
evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are
subject to adjustments during the measurement period, not to exceed one year from the date of the acquisition, based upon new
information obtained about facts and circumstances that existed as of the date of closing the acquisition.

ColePak’s results of operations have been included in the Company’s financial statements for the period subsequent to the acquisition date
of August 23, 2023. ColePak contributed net sales of $10.4 million for the year ended October 31, 2023.

Centurion Acquisition

The Company completed its acquisition of controlling influence over Centurion Container LLC (‘‘Centurion’’) on March 31, 2023 (the
‘‘Centurion Acquisition’’), by increasing the Company’s ownership interest in Centurion from approximately 10% to 80%. Centurion is a
leader in the North American intermediate bulk container (‘‘IBC’’) reconditioning industry and is involved in IBC rebottling,
reconditioning and distribution. The total purchase price for this acquisition, net of cash acquired, was $144.5 million. The fair value of
the remaining noncontrolling interest of 20% after the acquisition was $40.9 million, which was determined using the implied enterprise
value based on the purchase price and redemption mechanism, and is redeemable through contractual terms.

Prior to the acquisition, the Company accounted for its approximately 10% ownership interest under the equity method of accounting.
The acquisition of a controlling financial interest was accounted for as a step acquisition in accordance with ASC 805. As a result, fair
value of our previously held interest in Centurion of $16.8 million was valued using a discounted cash flow model, resulting in a gain of
$9.8 million. The gain was reflected in the consolidated statements of income within the gain on disposal of businesses, net line.

The following table summarizes the consideration transferred to acquire Centurion and the preliminary valuation of identifiable assets
acquired and liabilities assumed at the acquisition date:

(in millions)

Fair value of consideration transferred
Cash consideration

Noncontrolling interest

Previously held interest

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable

Inventories

Prepaid and other current assets

Intangibles

Operating lease assets

Properties, plants and equipment

Total assets acquired

Accounts payable

Other current liabilities

Operating lease liabilities

Total liabilities assumed

Total identifiable net assets

Goodwill

Amounts
Recognized as of
the Acquisition
Date

Measurement
Period
Adjustments

Amount
Recognized as of
Acquisition Date
(as Adjusted)

$144.5

40.9

16.8

$ —

—

$144.5

40.9

16.8

$ 12.4

$ —

$ 12.4

2.0

0.4

83.4

10.2

7.7

116.1

(4.2)

(4.3)

(10.2)

(18.7)

$ 97.4

$104.8

—

9.4

—

9.4

—

$ 9.4

$(9.4)

2.0

0.4

92.8

10.2

7.7

125.5

(4.2)

(4.3)

(10.2)

(18.7)

$106.8

$ 95.4

The Company recognized goodwill related to this acquisition of $95.4 million. The goodwill recognized in this acquisition was
attributable to the acquired assembled workforce, expanded market presence and enhanced business network, none of which qualify for
recognition as a separate intangible asset. Centurion is reported within the Global Industrial Packaging segment to which the goodwill was
assigned. The goodwill is expected to be deductible for tax purposes.

(in millions)

Customer relationships

Favorable leases

Trademarks

Total intangible assets

Weighted
Average
Estimated
Useful Life

12.0

19.0

5.0

Purchase Price
Allocation

$77.5

1.6

13.7

$92.8

Centurion’s results of operations have been included in the Company’s financial statements for the period subsequent to the acquisition
date of March 31, 2023. Centurion contributed net sales of $55.0 million for the year ended October 31, 2023.

Lee Container Acquisition

The Company acquired Lee Container Corporation, Inc. (‘‘Lee Container’’) on December 15, 2022 (the ‘‘Lee Container Acquisition’’).
Lee Container is an industry-leading manufacturer of high-performance barrier and conventional blow molded containers, jerrycans and
small plastics. The total purchase price for this acquisition, net of cash acquired, was $303.0 million. The Company incurred transaction
costs of $5.1 million to complete this acquisition.

The following table summarizes the consideration transferred to acquire Lee Container and the preliminary valuation of identifiable assets
acquired and liabilities assumed at the acquisition date:

(in millions)

Fair value of consideration transferred
Cash consideration

Recognized amounts of identifiable assets acquired and liabilities assumed

Accounts receivable

Inventories

Prepaid and other current assets

Intangibles

Finance lease assets

Properties, plants and equipment

Total assets acquired

Accounts payable

Accrued payroll and employee benefits

Other current liabilities

Finance lease liabilities

Total liabilities assumed

Total identifiable net assets

Goodwill

Amounts
Recognized as of
the Acquisition
Date

Measurement
Period
Adjustments

Amount
Recognized as of
Acquisition Date
(as Adjusted)

$302.8

$ 0.2

$303.0

$ 21.9

27.5

0.5

133.5

32.4

54.7

270.5

(3.9)

(1.3)

(3.1)

(30.6)

(38.9)

$231.6

$ 71.2

$(0.4)

(5.2)

—

1.0

—

(4.6)

—

2.9

(2.8)

0.1

(4.5)

$ 4.7

$ 21.5

22.3

0.5

133.5

33.4

54.7

265.9

(3.9)

(1.3)

(0.2)

(33.4)

(38.8)

227.1

$ 75.9

The Company recognized goodwill related to this acquisition of $75.9 million. The goodwill recognized in this acquisition was
attributable to the acquired assembled workforce, expected synergies and economies of scale, none of which qualify for recognition as a
separate intangible asset. Lee Container is reported within the Global Industrial Packaging segment to which the goodwill was assigned.
The goodwill is expected to be deductible for tax purposes.

The cost approach was used to determine the fair value for building improvements and equipment. The cost approach measures the value
by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned building
improvements a useful life ranging from 1 year to 9 years and equipment a useful life ranging from 1 year to 19 years. Acquired property,
plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis.

(in millions)

Customer relationships

Trademarks

Total intangible assets

Weighted
Average
Estimated
Useful Life

15.0

5.0

Purchase Price
Allocation

$120.0

13.5

$133.5

The Company is still assessing inventory, among other things, and therefore has not yet finalized the determination of the fair value of
assets acquired and liabilities assumed. The Company expects to finalize these amounts within one year of the acquisition date. The
estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the
Company continues to evaluate the underlying inputs and assumptions that are being used in fair value estimates. Accordingly, these
preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the acquisition date, based
upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition.

Lee Container’s results of operations have been included in the Company’s financial statements for the period subsequent to the
acquisition date of December 15, 2022. Lee Container contributed net sales of $109.4 million for the year ended October 31, 2023.

Pro Forma Results

The following unaudited supplemental pro forma data presents consolidated information as if the ColePak Acquisition, Centurion
Acquisition and Lee Container Acquisition had been completed on November 1, 2021. These amounts were calculated after adjusting
ColePak’s, Centurion’s and Lee Container’s results to reflect interest expense incurred on the debt to finance the acquisitions, additional
depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible
assets had been applied from November 1, 2021, the adjusted tax expense, and related transaction costs.

(in millions, except per share amounts)

Pro forma net sales

Pro forma net income attributable to Greif, Inc.

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

Class B common stock

Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock

Class B common stock

Twelve Months Ended
October 31,

2023

$5,276.5

361.0

6.25

9.36

6.18

9.36

2022

$6,607.6

380.5

6.42

9.62

6.36

9.62

The unaudited supplemental pro forma financial information is based on the Company’s preliminary assignment of purchase price and
therefore subject to adjustment upon finalizing the purchase price assignment. The pro forma data should not be considered indicative of
the results that would have occurred if the acquisition and related financing had been consummated on the assumed completion dates, nor
are they indicative of future results.

Reliance Acquisition

The Company acquired Reliance Products, Ltd. (‘‘Reliance’’) on October 1, 2023 (the ‘‘Reliance Acquisition’’). Reliance is a leading
producer of high-performance barrier and conventional blow molded jerrycans and small plastics containers in Canada. The total purchase
price for this acquisition, net of cash acquired, was $20.2 million. The Company recognized goodwill related to this acquisition of
$4.1 million and intangibles related to this acquisition of $1.1 million.

Divestitures

Tama Divestiture

During the first quarter of 2023, the Company completed its divestiture of a U.S. business in the Paper Packaging & Services segment,
Tama Paperboard, LLC (the ‘‘Tama Divestiture’’), for current net cash proceeds of $100.0 million. The Tama Divestiture did not qualify
as discontinued operations as it did not represent a strategic shift that has had a major impact on the Company’s operations or financial
results. The Tama Divestiture resulted in a $54.6 million gain on sale of business, including goodwill allocated to the sale of $22.5 million.

NOTE 3 – GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill by reportable segment for the years ended October 31,
2023 and 2022:

(in millions)

Balance at October 31, 2021
Currency translation

Balance at October 31, 2022
Goodwill acquired

Goodwill allocated to divestitures

Currency translation

Balance at October 31, 2023

Global Industrial
Packaging(1)

Paper
Packaging &
Services

Total

$747.3

(50.7)

$696.6

175.4

—

15.6

$768.1

$1,515.4

(0.2)

(50.9)

$767.9

$1,464.5

60.1

(22.5)

(0.1)

235.5

(22.5)

15.5

$887.6

$805.4

$1,693.0

(1) Accumulated goodwill impairment loss was $63.3 million as of October 31, 2023, 2022 and 2021, related to the Global Industrial Packaging reportable segment.

The Company reviews goodwill by reporting unit and indefinite-lived intangible assets for impairment as required by ASC 350,
‘‘Intangibles – Goodwill and Other,’’ either annually on August 1, or whenever events and circumstances indicate impairment may have
occurred. A reporting unit is the operating segment, or a business unit one level below that operating segment (the component level) if
discrete financial information is prepared and regularly reviewed by segment management. The components are aggregated into reporting
units for purposes of goodwill impairment testing to the extent they share similar qualitative and quantitative characteristics.

The Company performed its annual goodwill impairment test as of August 1, 2023. The fair value of the Company’s goodwill reporting
units exceeded the carrying value, resulting in no impairment. Discount rates, revenue growth rates and gross margins are the assumptions
that are most sensitive and susceptible to change as they require significant management judgment. In addition, certain future events and
circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumption and
demand, could result in changes to these assumptions and judgments. A revision of these assumptions could cause the fair value of the
reporting unit to fall below its respective carrying value. As for all of the Company’s reporting units, if in future years, the reporting unit’s
actual results are not consistent with the Company’s estimates and assumptions used to calculate fair value, the Company may be required
to recognize material impairments to goodwill.

The following table summarizes the carrying amount of net intangible assets by class as of October 31, 2023 and 2022:

(in millions)

October 31, 2023:
Indefinite lived:

Trademarks and trade names

Definite lived:

Customer relationships

Trademarks and trade names

Other

Total

October 31, 2022:
Indefinite lived:

Trademarks and trade names

Definite lived:

Customer relationships

Trademarks and trade names

Other

Total

Gross
Intangible
Assets

Accumulated
Amortization

Net Intangible
Assets

7.9

$ —

$ 7.9

1,031.1

283.2

44.3

2.1

9.6

0.4

747.9

34.7

1.7

$1,085.4

$293.2

$792.2

7.9

$ —

$ 7.9

834.5

270.0

8.3

0.7

4.6

0.6

564.5

3.7

0.1

$ 851.4

$275.2

$576.2

Gross intangible assets increased by $234.0 million for the year ended October 31, 2023. The increase was attributable to $286.4 million
additional assets from acquisition and $1.9 million of currency fluctuations, which was offset by the write-off of $54.3 million fully
amortized assets.

Amortization expense was $71.9 million, $58.2 million and $66.9 million for the years ended October 31, 2023, 2022 and 2021,
respectively. Amortization expense for the next five years is expected to be $77.3 million in 2024, $75.4 million in 2025, $75.2 million in
2026, $75.1 million in 2027 and $70.5 million in 2028.

Definite lived intangible assets for the periods presented are subject to amortization and are being amortized using the straight-line method
over periods that are contractually or legally determined, or over the period a market participant would benefit from the asset. Indefinite
lived intangibles of approximately $7.9 million as of October 31, 2023, related primarily to the Tri-Sure trademark and trade names related
to Box Board and Pachmas, are not amortized, but rather are tested for impairment at least annually.

NOTE 4 – RESTRUCTURING CHARGES

The following is a reconciliation of the beginning and ending restructuring reserve balances for the years ended October 31, 2023 and
2022:

(in millions)

Balance at October 31, 2021

Costs incurred and charged to expense

Costs paid or otherwise settled

Balance at October 31, 2022

Costs incurred and charged to expense

Costs paid or otherwise settled

Balance at October 31, 2023

Employee
Separation
Costs

$ 18.6

6.3

(13.7)

$ 11.2

11.8

(6.6)

$ 16.4

Other Costs

Total

$ 1.7

6.7

(7.3)

$ 1.1

6.9

(7.6)

$ 0.4

$ 20.3

13.0

(21.0)

$ 12.3

18.7

(14.2)

$ 16.8

The focus for restructuring activities in 2023 was to optimize and integrate operations and close underperforming plants in the Paper
Packaging & Services reportable segment and to optimize and rationalize operations in the Global Industrial Packaging reportable
segment. During the year ended October 31, 2023, the Company recorded restructuring charges of $18.7 million, as compared to
$13.0 million of restructuring charges recorded during the year ended October 31, 2022. The restructuring activity for the year ended
October 31, 2023 consisted of $11.8 million in employee separation costs and $6.9 million in other restructuring costs, primarily

consisting of professional fees and other fees associated with restructuring activities. There were nine plants closed or divested in 2023 and
a total of 456 employees severed throughout 2023 as part of the Company’s restructuring efforts.

The focus for restructuring activities in 2022 was to optimize and integrate operations in the Paper Packaging & Services reportable
segment and to rationalize operations and close underperforming assets in the Global Industrial Packaging reportable segment. During
2022, the Company recorded restructuring charges of $13.0 million, consisting of $6.3 million in employee separation costs and
$6.7 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.
There were seventeen plants closed or divested in 2022 and a total of 132 employees severed throughout 2022 as part of the Company’s
restructuring efforts.

The focus for restructuring activities in 2021 was to optimize and integrate operations in the Paper Packaging & Services reportable
segment and to rationalize operations and close underperforming assets in the Global Industrial Packaging reportable segment. During
2021, the Company recorded restructuring charges of $23.1 million, consisting of $14.9 million in employee separation costs and
$8.2 million in other restructuring costs, primarily consisting of professional fees incurred for services specifically associated with employee
separation and relocation. There were five plants closed or divested in 2021 and a total of 177 employees severed throughout 2021 as part
of the Company’s restructuring efforts.

The following is a reconciliation of the total amounts expected to be incurred from open restructuring plans or plans that are being
formulated and have not been announced as of the filing date of this Form 10-K. Remaining amounts expected to be incurred were
$12.0 million as of October 31, 2023:

(in millions)

Global Industrial Packaging:
Employee separation costs

Other restructuring costs

Paper Packaging & Services:
Employee separation costs

Other restructuring costs

Total

NOTE 5 – LONG-TERM DEBT

Long-term debt is summarized as follows:

(in millions)

2022 Credit Agreement - Term Loans

2023 Credit Agreement - Term Loans

Accounts receivable credit facilities

2022 Credit Agreement - Revolving Credit Facility

Other debt

Less current portion

Less deferred financing costs

Long-term debt, net

Credit Agreements

Total Amounts
Expected to be
Incurred

Amounts
Incurred During
the year ended
October 31, 2023

Amounts
Remaining to be
Incurred

$ 8.8

2.5

11.3

10.2

9.2

19.4

$30.7

$ 3.0

1.2

4.2

8.8

5.7

14.5

$18.7

5.8

1.3

7.1

1.4

3.5

4.9

$12.0

October 31,
2023

October 31,
2022

$1,493.8

$1,565.0

296.3

351.0

77.3

—

311.4

41.9

0.4

2,218.4

1,918.7

88.3

8.7

71.1

8.3

$2,121.4

$1,839.3

The Company and certain of its subsidiaries are parties to a senior secured credit agreement (the ‘‘2022 Credit Agreement’’) with a
syndicate of financial institutions.

outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, and (c) a $515.0 million
secured term loan A-2 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31,
2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027. Subject to the
terms of the 2022 Credit Agreement, the Company has an option to borrow additional funds under the 2022 Credit Agreement with the
agreement of the lenders.

On May 17, 2023, the Company and Greif Packing LLC, a direct wholly owned subsidiary of Greif, Inc. (‘‘Greif Packaging’’), entered into
a $300.0 million senior secured credit agreement (the ‘‘2023 Credit Agreement’’ and, together with the 2022 Credit Agreement, the
‘‘2022 and 2023 Credit Agreements’’) with CoBank, ACB (‘‘CoBank’’), which acted as a lender and is acting as administrative agent of the
2023 Credit Agreement. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit
Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly principal installments
commencing on July 31, 2023 and continuing through January 31, 2028, with any outstanding principal balance of such term loan being
due and payable on maturity on May 17, 2028. The Company used the borrowing under the 2023 Credit Agreement to repay and
refinance a portion of the outstanding borrowings under the 2022 Credit Agreement.

Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically
plus, in each case, a calculated margin amount that is based on the Company’s leverage ratio.

As of October 31, 2023, $1,867.4 million was outstanding under the 2022 and 2023 Credit Agreements. The current portion was
$88.3 million, and the long-term portion was $1,779.1 million. The weighted average interest rate for borrowings under the 2022 and
2023 Credit Agreements was 5.81% for the year ended October 31, 2023. The actual interest rate for borrowings under the 2022 and 2023
Credit Agreements was 6.65% as of October 31, 2023. The deferred financing costs associated with the term loan portion of the 2022 and
2023 Credit Agreements totaled $8.5 million as of October 31, 2023 and are recorded as a reduction of long-term debt on the consolidated
balance sheets. The deferred financing costs associated with the revolving portion of the 2022 Credit Agreement totaled $3.5 million as of
October 31, 2023 and are recorded within other long-term assets on the consolidated balance sheets.

United States Trade Accounts Receivable Credit Facility

On September 24, 2019, certain U.S. subsidiaries of Greif, Inc. amended and restated the existing receivables financing facility (the
‘‘U.S. RFA’’). Greif Receivables Funding LLC (‘‘Greif Funding’’), Greif Packaging LLC, for itself and as servicer, and certain other
U.S. subsidiaries of the Company entered into a Third Amended and Restated Transfer and Administration Agreement, dated as of
September 24, 2019 (the ‘‘Third Amended TAA’’), with Bank of America, N.A., as the agent, managing agent, administrator and
committed investor, and various investor groups, managing agents and administrators, from time to time parties thereto. On May 17,
2023, the Third Amended TAA was amended with a new maturity date of May 17, 2024 and provides an accounts receivables facility of
$300.0 million.

Greif Funding is a direct subsidiary of Greif Packaging and is included in the Company’s consolidated financial statements. However,
because Greif Funding is a separate and distinct legal entity from the Company, the assets of Greif Funding are not available to satisfy the
liabilities and obligations of the Company, Greif Packaging or other subsidiaries of the Company, and the liabilities of Greif Funding are
not the liabilities or obligations of the Company or its other subsidiaries.

The U.S. RFA is secured by certain trade accounts receivables related to the Global Industrial Packaging and the Paper Packaging &
Services businesses of Greif Packaging and other subsidiaries of the Company in the United States and bears interest at a variable rate based
on the London InterBank Offered Rate or an applicable base rate, plus a margin, or a commercial paper rate, all as provided in the
Third Amended TAA. Interest is payable on a monthly basis and the principal balance is payable upon termination of the U.S. RFA. The
$270.9 million outstanding balance under the U.S. RFA as of October 31, 2023 is reported as long-term debt in the consolidated balance
sheets because the Company intends to refinance this obligation on a long-term basis and has the intent and ability to consummate a
long-term refinancing.

International Trade Accounts Receivable Credit Facilities

On April 14, 2023, Cooperage Receivables Finance B.V. and Greif Services Belgium BV, an indirect wholly owned subsidiary of Greif, Inc.,
amended and restated the Nieuw Amsterdam Receivables Financing Agreement (the ‘‘European RFA’’) with affiliates of a major
international bank. The amended and restated European RFA matures April 24, 2024. The European RFA provides an accounts receivable
financing facility of up to €100.0 million ($105.7 million as of October 31, 2023) secured by certain European accounts receivable. The

$80.1 million outstanding on the European RFA as of October 31, 2023 is reported as long-term debt on the consolidated balance sheets
because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term
refinancing.

Other

The Company had short-term borrowings of $5.4 million and $5.7 million as of October 31, 2023 and 2022, respectively. There are no
financial covenants associated with this other debt.

As of October 31, 2023, annual scheduled payments and maturities, including the current portion of long-term debt, were $516.6 million
in 2024, $88.3 million in 2025, $88.3 million in 2026, $1,258.9 million in 2027, $266.3 million in 2028 and zero thereafter.

NOTE 6 – FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Recurring Fair Value Measurements

The following table presents the fair value of those assets and (liabilities) measured on a recurring basis as of October 31, 2023 and 2022:

(in millions)

Interest rate derivatives

Foreign exchange hedges

Insurance annuity

Cross currency swap

(in millions)

Interest rate derivatives

Foreign exchange hedges

Insurance annuity

Cross currency swap

October 31, 2023

Assets

Liabilities

Level 1

Level 2

Level 3

$—

$78.4

$ —

—

0.1

—

18.9

—

18.8

—

Total

$78.4

0.1

18.8

18.9

Level 1

Level 2

Level 3

$—

—

$ —

(0.1)

—

$—

—

Total

$ —

(0.1)

—

October 31, 2022

Assets

Liabilities

Level 1

Level 2

Level 3

$—

$72.1

$ —

—

46.8

—

17.8

—

Total

$72.1

—

17.8

46.8

Level 1

Level 2

Level 3

Total

$—

—

$(1.0)

(0.2)

—

$—

—

$(1.0)

(0.2)

—

The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term
borrowings as of October 31, 2023 and 2022 approximate their fair values because of the short-term nature of these items and are not
included in this table.

Interest Rate Derivatives

As of October 31, 2023, the Company has various interest rate swaps with a total notional amount of $1,300.0 million, maturing between
March 11, 2024 and July 16, 2029. The Company will receive variable rate interest payments based upon one-month U.S. dollar SOFR,
and in return the Company will be obligated to pay interest at a weighted average fixed interest rate of 2.62%. This effectively will convert
the borrowing rate on an amount of debt equal to the notional amount of the interest rate swaps from a variable rate to a fixed rate.

The Company is actively monitoring the interest rate market and may execute new interest rate swaps as appropriate. Subsequent to
October 31, 2023, the Company entered into additional interest rate swaps, with a total notional of $250.0 million, maturing between
November 3, 2028 and December 15, 2028. The Company will receive variable rate interest payments based upon one-month U.S. dollar
SOFR, and in return the Company will be obligated to pay interest at a weighted average fixed interest rate of 4.20%. This effectively will
convert the borrowing rate on an amount of debt equal to the notional amount of the interest rate swaps from a variable rate to a fixed
rate.

These derivatives are designated as cash flow hedges for accounting purposes. Accordingly, the gain or loss on these derivative instruments
are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the
forecasted transaction and in the same period during which the hedged transaction affects earnings. See Note 14 herein for additional
disclosures of the aggregate gain or loss included within other comprehensive income. The assumptions used in measuring fair value of
these interest rate derivatives are considered level 2 inputs, which are based upon observable market rates, including SOFR and interest
paid based upon a designated fixed rate over the life of the swap agreements.

Gains (losses) reclassified to earnings under these contracts were $28.5 million, $(8.4) million and $(18.1) million for the years ended
October 31, 2023, 2022 and 2021. A derivative gain of $31.9 million, based upon interest rates at October 31, 2023, is expected to be
reclassified from accumulated other comprehensive income (loss) to earnings in the next twelve months.

Foreign Exchange Hedges

The Company conducts business in various international currencies and is subject to risks associated with changing foreign exchange rates.
The Company’s objective is to reduce volatility associated with foreign exchange rate changes. Accordingly, the Company enters into
various contracts that change in value as foreign exchange rates change to protect the value of certain existing foreign currency assets and
liabilities, commitments and anticipated foreign currency cash flows. As of October 31, 2023, the Company had outstanding foreign
currency forward contracts in the notional amount of $66.0 million ($132.1 million as of October 31, 2022).

The Company is actively monitoring the foreign exchange hedges market and may execute new foreign currency forward contracts as
appropriate. Subsequent to October 31, 2023, the Company entered into $268.0 million of additional forward contracts maturing
February 29, 2024.

Adjustments to fair value are recognized in earnings, offsetting the impact of the hedged profits. The assumptions used in measuring fair
value of foreign exchange hedges are considered level 2 inputs, which were based on observable market pricing for similar instruments,
principally foreign exchange futures contracts.

Realized gains (losses) recorded in other expense, net under fair value contracts were $1.2 million, $(6.2) million and $0.4 million for the
years ended October 31, 2023, 2022 and 2021, respectively. Unrealized net gains (losses) recognized by the Company in other expense, net
were zero, $(0.2) million and zero for the years ended October 31, 2023, 2022 and 2021, respectively.

Cross Currency Swap

As of October 31, 2023, the Company has various cross currency interest rate swaps that synthetically swap $319.3 million of fixed rate
debt to Euro denominated fixed rate debt. The Company receives a weighted average rate of 1.39% on these swaps. These agreements are
designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between March 2, 2024 and
October 5, 2026.

The Company is actively monitoring the cross currency interest rate swap market and may execute new cross currency interest rate swaps
as appropriate. Subsequent to October 31, 2023, the Company entered into additional cross currency interest rate swaps maturing
November 3, 2028 that synthetically swap $213.2 million of fixed rate debt to Euro denominated fixed rate debt. The Company receives a
weighted average rate of 1.31% on these swaps.

The gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other
comprehensive income until the net investment is sold, diluted, or liquidated. See Note 14 herein for additional disclosures of the
aggregate gain or loss included within other comprehensive income. The gain or loss on the cash flow hedge derivative instruments is
included in the unrealized foreign exchange component of other expense, offset by the underlying gain or loss on the underlying cash flows
that are being hedged. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness
assessment and are recorded in interest expense, net on the consolidated statements of income. The assumptions used in measuring fair
value of the cross currency swap are considered level 2 inputs, which are based upon the Euro to United States dollar exchange rate market.

For the years ended October 31, 2023, 2022 and 2021, gains recorded in interest expense, net under the cross currency swap agreements
were $5.1 million, $5.8 million and $2.2 million, respectively.

Other Financial Instruments

The fair values of the Company’s 2022 Credit Agreement, the 2023 Credit Agreement, the U.S. RFA and the European RFA do not
materially differ from carrying value as the Company’s cost of borrowing is variable and approximates current borrowing rates. The fair
values of the Company’s long-term obligations are estimated based on either the quoted market prices for the same or similar issues or the
current interest rates offered for the debt of the same remaining maturities, which are considered level 2 inputs in accordance with ASC
Topic 820, ‘‘Fair Value Measurements and Disclosures.’’

Pension Plan Assets

On an annual basis the Company compares the asset holdings of its pension plan to targets it previously established. The pension plan
assets are categorized as equity securities, debt securities, fixed income securities, insurance annuities or other assets, which are considered
level 1, level 2 and level 3 fair value measurements. The typical asset holdings include:

• Common stock: Valued based on quoted prices and are primarily exchange-traded.
• Mutual funds: Valued at the Net Asset Value (‘‘NAV’’) available daily in an observable market.
• Common collective trusts: Unit value calculated based on the observable NAV of the underlying investment.
•

Pooled separate accounts: Unit value calculated based on the observable NAV of the underlying investment.

• Government and corporate debt securities: Valued based on readily available inputs such as yield or price of bonds of

comparable quality, coupon, maturity and type.

•

Insurance annuity: Value is derived based on the value of the corresponding liability.

Non-Recurring Fair Value Measurements

The assumptions used in measuring fair value of long-lived assets are considered level 3 inputs, which include bids received from third
parties, recent purchase offers, market comparable information and discounted cash flows based on assumptions that market participants
would use. The assumptions used in measuring fair value of assets and liabilities held for sale are considered level 3 inputs, which include
recent purchase offers, market comparables and/or data obtained from commercial real estate brokers. On an annual basis or when events
or circumstances indicate impairment may have occurred, the Company performs impairment tests for goodwill and indefinite-lived
intangibles as defined under ASC 350, ‘‘Intangibles-Goodwill and Other.’’

The Company recognized asset impairment charges of $20.3 million and $71.0 million for the years ended October 31, 2023 and 2022.

The following table presents quantitative information about the significant unobservable inputs used to determine the fair value of the
impairment of long-lived assets held and used, net assets held for sale, goodwill and indefinite-lived intangibles for the twelve months
ended October 31, 2023 and 2022:

(in millions)

October 31, 2023
Impairment of Long-Lived Assets

Total

October 31, 2022
Impairment of Long-Lived Assets

Impairment of Net Assets Held for Sale
Impairment of Indefinite-Lived Intangibles

Total

Quantitative Information about Non-Recurring Fair Value Measurements

Fair Value of
Impairment

Valuation
Technique

Unobservable
Input

Range
of Input Values

$20.3

$ 4.0

62.4
4.6

$71.0

Discounted
Cash Flows,
Indicative Bids

Discounted
Cash Flows,
Indicative Bids
Indicative Bids
Discounted
Cash Flows

Discounted
Cash Flows,
Indicative Bids

Discounted
Cash Flows,
Indicative Bids
Indicative Bids
Discounted
Cash Flows

N/A

N/A
N/A

During the year ended October 31, 2023, the Company wrote off long-lived assets with a carrying value of $30.5 million to a fair value of
$10.2 million, resulting in recognized asset impairment charges of $20.3 million. These charges include $1.9 million related to properties,
plants and equipment, net, in the Global Industrial Packaging reportable segment and $18.4 million related to properties, plants and
equipment, net, in the Paper Packaging & Services reportable segment.

During the year ended October 31, 2022, the Company wrote down long-lived assets with a carrying value of $4.0 million to a fair value of
$0.0 million, resulting in recognized asset impairment charges of $4.0 million. These charges include $2.3 million related to properties,
plants and equipment, net in the Global Industrial Packaging reportable segment and $1.7 million related to properties, plants and
equipment, net, in the Paper Packaging & Services reportable segment. During the year ended October 31, 2022, the Company entered
into a definitive agreement to divest its approximately 50% equity interest in the Flexible Products & Services business (the ‘‘FPS
Divestiture’’). This agreement triggered the reclassification of the Flexible Products & Services business to assets and liabilities held for sale,

which further resulted in recognized impairment charges of $62.4 million in the first quarter of 2022. During the year ended October 31,
2022, the Company wrote down indefinite-lived intangible, resulting in recognized impairment charges of $4.6 million.

During the year ended October 31, 2021, the Company wrote down long-lived assets and net assets held for sale with a carrying value of
$9.9 million to a fair value of $1.0 million, resulting in recognized asset impairment charges of $8.9 million. These charges include
$2.7 million related to properties, plants and equipment, net, and net assets held for sale in the Global Industrial Packaging reportable
segment, $1.2 million related to properties, plants and equipment, net in the Land Management reportable segment and $5.0 million
related to properties, plants and equipment, net, in the Paper Packaging & Services reportable segment.

NOTE 7 – STOCK-BASED COMPENSATION

Stock-based compensation is accounted for in accordance with ASC 718, ‘‘Compensation – Stock Compensation,’’ which requires
companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model.

The Company’s material stock-based compensation plans include the Long-Term Incentive Plan, which consists of the 2020 Long-Term
Incentive Plan (the ‘‘2020 LTIP’’) and the 2006 Amended and Restated Long-Term Incentive Plan (the ‘‘2006 LTIP’’); and the Amended
and Restated Outside Directors Equity Award Plan (the ‘‘Outside Directors Plan’’). The total stock compensation expense recorded under
all plans was $21.4 million, $34.4 million and $34.1 million for periods ended October 31, 2023, 2022 and 2021 respectively.

Long-Term Incentive Plan

The Long-Term Incentive Plan is intended to focus management on the key measures that drive superior performance over the longer
term. The Long-Term Incentive Plan provides key employees with incentive compensation based upon consecutive and overlapping three-
year performance periods that commence at the start of every year. For each three-year performance period, the performance goals are
based on performance criteria as determined by the Compensation Committee.

2020 Long-Term Incentive Plan

For the three-year performance periods ending after fiscal 2021, awards were or will be made under the 2020 LTIP. Participants may be
granted restricted stock units (‘‘RSUs’’) or performance stock units (‘‘PSUs’’) or a combination thereof.

The Company grants RSUs based on a three-year vesting period on the basis of service only. The RSUs are an equity-classified plan
measured at fair value on the grant date recognized ratably over the service period. Dividend-equivalent rights may be granted in
connection with an RSU award and are recognized in conjunction with the Company’s dividend issuance and settled upon vesting of the
award. Upon vesting, the RSUs are to be awarded in shares of Class A Common Stock.

The Company has made the following grants of RSUs under the 2020 LTIP:

Grant Date

Service Period

RSUs Granted

Weighted Average Fair Value of RSUs

December 14, 2022

December 16, 2021

December 17, 2020

11/1/2022 - 10/31/2025 11/1/2021 - 10/31/2024 11/1/2020 - 10/31/2023

105,753

$68.99

99,006

$60.54

139,360

$48.50

During 2023, the Company issued 76,005 shares of Class A Common Stock excluding shares withheld for the payment of taxes owed by
recipients for RSUs vested for the performance period commenced on November 1, 2020 and ended October 31, 2022.

The Company grants PSUs for a three-year performance period based upon service, performance criteria and market conditions. The
performance criteria are based on targeted levels of (a) adjusted earnings before interest, taxes, depreciation, depletion and amortization
and (b) total shareholder return as determined by the Compensation Committee. The PSUs are a liability-classified plan wherein the fair
value of the PSUs awarded is determined at each reporting period using a Monte Carlo simulation. A Monte Carlo simulation uses
assumptions including the risk-free interest rate, expected volatility of the Company’s stock price and expected life of the awards to
determine a fair value of the market condition throughout the vesting period. If earned, the PSUs are to be awarded in shares of Class A
Common Stock.

The following table summarizes the key assumptions used in estimating the value of PSUs:

Grant Date

Performance Period

PSUs Granted

Weighted Average Fair Value of PSUs at Grant Date

December 14, 2022

December 16, 2021

December 17, 2020

11/1/2022 - 10/31/2025 11/1/2021 - 10/31/2024 11/1/2020 - 10/31/2023

183,218

$70.06

162,392

$60.08

253,102

$47.26

Weighted Average Fair Value of PSUs at Valuation Date

Valuation Date Stock Price

Risk-Free Rate

Estimated Volatility

$29.28

$63.50

4.9%

28.1%

$78.06

$63.50

5.3%

26.8%

$115.73

$63.50

—%

During 2023, the Company issued 256,053 shares of Class A Common Stock excluding shares withheld for the payment of taxes owed by
recipients for PSUs vested for the performance period commenced on November 1, 2020 and ended October 31, 2022.

2006 Amended and Restated Long-Term Incentive Plan

For the three-year performance period ending in fiscal 2021, awards were made under the 2006 LTIP, with the performance goals based on
targeted levels of adjusted earnings before interest, taxes, depreciation, depletion and amortization. For each of these periods, awards are to
be paid 50% in cash and 50% in restricted stock. All restricted stock awards under the 2006 LTIP are fully vested at the date of award.
Under the 2006 LTIP, the Company granted 51,593 shares of restricted Class A Common Stock with a grant date fair value of $59.83 for
2022 and 80,252 shares of restricted Class A Common Stock with a grant date fair value of $50.08 for 2021.

The total stock compensation expense recorded under the Long-Term Incentive Plan was $20.1 million, $33.1 million and $32.8 million
for the periods ended October 31, 2023, 2022 and 2021, respectively.

Amended and Restated Outside Directors Equity Award Plan

Under the Outside Directors Plan, the Company granted 18,144 shares of restricted Class A Common Stock with a grant date fair value of
$70.41 in 2023 and 22,221 shares of restricted Class A Common Stock with a grant date fair value of $57.49 in 2022. The total expense
recorded under the Outside Directors Plan was $1.3 million, $1.3 million and $1.2 million for the periods ended October 31, 2023, 2022
and 2021, respectively. All restricted stock awards under the Outside Directors Plan are fully vested at the date of award.

NOTE 8 – INCOME TAXES

The provision for income taxes consists of the following:

(in millions)

Current

Federal

State and local

Non-U.S.

Total Current

Deferred

Federal

State and local

Non-U.S.

Total Deferred

Tax expense

Year Ended October 31,

2023

2022

2021

$ 77.4

$ 54.6

$ 45.0

19.6

49.1

146.1

(18.8)

(8.6)

(0.9)

(28.3)

19.9

49.2

123.7

12.5

(6.6)

7.5

13.4

15.5

56.3

116.8

(33.0)

(9.9)

(4.3)

(47.2)

$117.8

$137.1

$ 69.6

The U.S. income before income tax expense was $240.7 million, $333.5 million and $239.3 million in 2023, 2022 and 2021, respectively.
The non-U.S. income before income tax expense was $254.0 million, $192.2 million and $239.2 million in 2023, 2022 and 2021,
respectively.

The following is a reconciliation of the provision for income taxes based on the federal statutory rate to the Company’s effective income
tax rate:

Federal statutory rate

Impact of foreign tax rate differential

State and local taxes, net of federal tax benefit

Net impact of changes in valuation allowances

Permanent book-tax differences

Year Ended October 31,

2023

2022

2021

21.00%

1.78%

1.71%

(2.21)%

(0.25)%

2.03%

2.01%

(1.05)%

1.60%

0.70%

0.93%

(2.57)%

0.86%

Withholding taxes

Tax credits

Capital losses

Other items, net

Company’s effective income tax rate

Year Ended October 31,

2023
2.95%

(1.40)%

—%

0.23%

23.81%

2022
2.33%

(0.99)%

—%

(0.84)%

26.09%

2021
2.86%

(1.57)%

(5.70)%

(1.99)%

14.52%

The primary items which increased the Company’s effective income tax rate from the federal statutory rate in 2023 were changes in the
mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, state and local taxes
and withholding taxes. The increases were partially offset by tax credits and release of valuation allowances.

The primary items which increased the Company’s effective income tax rate from the federal statutory rate in 2022 were changes in the
mix of earnings among tax jurisdictions, including jurisdictions for which valuation allowances have been recorded, state and local taxes,
withholding taxes and the net $58.6 million book loss recorded for the FPS Divestiture and other disposals of businesses for which limited
tax benefits were available. The increases were partially offset by decreases in valuation allowances and recording additional capital losses
which are expected to be fully utilized.

The primary items which decreased the Company’s effective income tax rate from the federal statutory rate in 2021 were capital losses,
which were expected to reduce capital gains resulting from the sale of timberland; releases of unrecognized tax benefits as a result of the
expiration of statute of limitations; decreases in valuation allowances; and other favorable return to provision adjustments and audit
settlements. These reductions were offset by an increase in withholding taxes and other immaterial items.

The components of the Company’s deferred tax assets and liabilities as of October 31 for the years indicated were as follows:

(in millions)

Deferred tax assets

Net operating loss and other carryforwards

Incentive liabilities

Operating lease liabilities

Other reserves

Research and development expenses

Other

Total deferred tax assets

Valuation allowance

Net deferred tax assets

Deferred tax liabilities

Properties, plants and equipment

Operating lease assets

Timberland transactions

Goodwill and other intangible assets

Pension liabilities

Other

Total deferred tax liabilities

Net deferred tax liability

2023

2022

$104.9

$ 101.8

18.6

70.3

16.0

29.7

45.4

284.9

(97.3)

28.6

65.5

13.0

—

52.8

261.7

(105.4)

$187.6

$ 156.3

$157.2

$ 138.4

70.3

51.6

150.6

10.6

50.0

490.3

$302.7

65.5

51.8

174.0

8.4

51.7

489.8

$ 333.5

As of October 31, 2023 and 2022, the Company had deferred income tax benefits of $104.9 million and $101.8 million, respectively, from
net operating losses and other tax credit carryforwards. For the fiscal year ended October 31, 2023, these losses and carryforwards consist of
$7.5 million, $10.1 million and $87.3 million in U.S. Federal, U.S. state and non-U.S. jurisdictions, respectively. For the fiscal year ended
October 31, 2022, these losses and carryforwards consist of $4.4 million, $12.2 million and $85.2 million in U.S. Federal, U.S. state and
non-U.S. jurisdictions, respectively. The Company has recorded valuation allowances of $82.8 million and $92.4 million against non-U.S.
deferred tax assets as of October 31, 2023 and 2022, respectively. The Company has also recorded valuation allowances against
U.S. deferred tax assets of $14.5 million and $13.0 million, as of October 31, 2023 and 2022, respectively. The Company had net changes
in valuation allowances in 2023 of $8.1 million.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

(in millions)

Balance of unrecognized tax benefit at November 1

Increases in tax positions for prior years
Increases in tax positions for current years
Lapse in statute of limitations
Currency translation
Balance at October 31

2023

$24.3
0.6
4.1
(4.6)
(1.0)
$23.4

2022

$ 31.0
0.2
5.9
(11.4)
(1.4)
$ 24.3

2021

$36.0
1.2
1.7
(8.0)
0.1
$31.0

The 2023 net decrease in unrecognized tax benefits is primarily related to decreases in unrecognized tax benefits related lapses in statute of
limitations. The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and various non-U.S.
jurisdictions and is subject to audit by various taxing authorities for 2015 through the current year. The Company has completed its
U.S. federal tax audit for the tax years through 2016, and the statues of limitations have expired for years 2017 through 2019.

The October 31, 2023, 2022, 2021 balances include $23.4 million, $24.3 million and $31.0 million, respectively, of unrecognized tax
benefits that, if recognized, would have an impact on the effective tax rate. The Company also recognizes accrued interest and penalties
related to unrecognized tax benefits in income tax expense net of tax, as applicable. As of October 31, 2023 and 2022, the Company had
accrued for the payment of interest and penalties in the amounts of $4.8 million and $4.8 million, respectively.

The Company has estimated the reasonably possible expected net change in unrecognized tax benefits through October 31, 2023 under
ASC 740, ‘‘Income Taxes.’’ The Company’s estimate is based on lapses of the applicable statutes of limitations, settlements and payments
of uncertain tax positions. Though actual results may materially differ, the estimated net decrease in unrecognized tax benefits for the next
12 months could be up to $6.7 million.

NOTE 9 – POST-RETIREMENT BENEFIT PLANS

Defined Benefit Pension Plans

The Company has certain non-contributory defined benefit pension plans for salaried and hourly employees in the United States, Canada,
Germany, the Netherlands, South Africa and the United Kingdom. The Company uses a measurement date of October 31 for its pension
plans. The salaried employees plans’ benefits are based primarily on years of service and earnings. The hourly employees plans’ benefits are
based primarily upon years of service, and certain benefit provisions are subject to collective bargaining. The Company contributes an
amount that is not less than the minimum funding and not more than the maximum tax-deductible amount to these plans. Salaried
employees in the United States who commence service on or after November 1, 2007 are not eligible to participate in the U.S. defined
benefit pension plan, but are eligible to participate in a defined contribution retirement program. Salaried employees outside the U.S. also
have various dates in which they are not eligible to participate in the respective defined benefit pension plans, but are eligible to participate
in a defined contribution retirement program. The category ‘‘Other International’’ represents the noncontributory defined benefit
pension plans in Canada and South Africa for October 31, 2023 and Canada, South Africa and Turkey for October 31, 2022.

Pension plan contributions by the Company totaled $27.5 million during 2023, which consisted of $23.7 million of employer
contributions and $3.8 million of benefits paid directly by the Company. Pension plan contributions, including benefits paid directly by
the Company, totaled $31.4 million and $21.9 million during 2022 and 2021, respectively. Contributions, including benefits paid directly
by the Company, during 2024 are expected to be approximately $20.9 million.

The following table presents the number of participants in the defined benefit plans:

October 31, 2023

Consolidated

United States

Germany

United Kingdom

Netherlands

Active participants
Vested former employees and deferred

members

Retirees and beneficiaries

1,509

3,181
3,570

1,416

2,690
2,156

73
279

—

290
772

100
312

October 31, 2022

Consolidated

United States

Germany

United Kingdom

Netherlands

Active participants
Vested former employees and deferred

members

Retirees and beneficiaries

1,659

3,348
3,426

75
281

—

366
662

115
330

1,579

2,764
2,102

Other
International

—

28
51

Other
International

—

28
51

The weighted average assumptions used to measure the year-end benefit obligations as of October 31 were as follows:

As of October 31,

Discount rate

Rate of compensation increase

2023

6.05%

2.96%

The weighted average assumptions used to determine the pension cost for the years ended October 31 were as follows:

For the year ended October 31,

Discount rate

Expected Return on plan assets

Rate of compensation increase

2023

5.61%

4.99%

2.99%

2022

2.55%

3.86%

2.96%

2022

5.61%

2.99%

2021

2.48%

3.87%

2.91%

The discount rate is determined by developing a hypothetical portfolio of individual high-quality corporate bonds available at the
measurement date, the coupon and principal payments of which would be sufficient to satisfy the plans’ expected future benefit payments
as defined for the projected benefit obligation. The discount rate by country is equivalent to the average yield on that hypothetical
portfolio of bonds and is a reflection of current market settlement rates on such high quality bonds, government treasuries and annuity
purchase rates. To determine the expected long-term rate of return on pension plan assets, the Company considers current and expected
asset allocations, as well as historical and expected returns on various categories of plan assets. In developing future return expectations for
the defined benefit pension plans’ assets, the Company formulates views on the future economic environment, both in the U.S. and
globally. The Company evaluates general market trends and historical relationships among a number of key variables that impact asset class
returns, such as expected earnings growth, inflation, valuations, yields and spreads, using both internal and external sources. The Company
takes into account expected volatility by asset class and diversification across classes to determine expected overall portfolio results given
current and expected allocations. The Company uses published mortality tables for determining the expected lives of plan participants and
believes that the tables selected are most-closely associated with the expected lives of plan participants as the tables are based on the country
in which the participant is employed.

Based on the Company’s analysis of future expectations of asset performance, past return results and its current and expected asset
allocations, the Company has assumed a 4.99% long-term expected return on those assets for cost recognition in 2023. For the defined
benefit pension plans, the Company applies its expected rate of return to a market-related value of assets, which stabilizes variability in the
amounts to which the Company applies that expected return.

The Company amortizes experience gains and losses as well as the effects of changes in actuarial assumptions and plan provisions over a
period no longer than the average future service of employees.

During the year ended October 31, 2023, plan assets of $7.7 million were used to purchase $5.9 million in annuity contracts and pay
$1.8 million in lump sums to retirees to settle the pension obligation and close the Canada pension plans. The settlement items described
above resulted in non-cash pension settlement charges of $3.5 million of unrecognized net actuarial loss included in accumulated other
comprehensive loss for the year ended October 31, 2023.

During the year ended October 31, 2022, $2.4 million of projected benefit obligation for plan participants in Turkey was irrevocably
transferred to a third-party buyer through the sale of business (part of the FPS Divestiture) resulting in a $1.0 million loss in accumulated
other comprehensive income that was recognized as a loss on sale of business.

Benefit Obligations

The components of net periodic pension cost include the following:

For the year ended October 31, 2023

(in millions)

Service cost

Interest cost

Expected return on plan assets

Amortization of prior service benefit

Recognized net actuarial (gain) loss

Special Events

Settlement

Net periodic pension cost (benefit)

Consolidated

$ 8.0

35.0

(39.0)

(0.4)

(2.1)

3.5

$ 5.0

United
States

$ 6.5

26.8

(30.6)

(0.3)

(2.2)

—

$ 0.2

Netherlands

Other
International

Germany

$0.1

1.1

—

United
Kingdom

$ 0.5

4.8

(5.8)

—

$ 0.7

2.0

(2.1)

(0.1)

—

$1.2

$(0.5)

$ 0.5

$ 0.2

0.3

(0.5)

—

0.1

3.5

$ 3.6

For the year ended October 31, 2022

(in millions)

Service cost

Interest cost

Expected return on plan assets

Amortization of prior service benefit

Recognized net actuarial loss

Special Events

Divestiture Charge

Net periodic pension cost (benefit)

For the year ended October 31, 2021

(in millions)

Service cost

Interest cost

Expected return on plan assets

Amortization of prior service benefit

Recognized net actuarial loss

Special Events

Settlement

Net periodic pension cost (benefit)

Consolidated

$ 11.5

19.9

(32.5)

(0.4)

7.7

1.0

$ 7.2

Consolidated

$ 12.1

18.8

(31.8)

(0.3)

12.6

9.1

$ 20.5

United
States

$ 10.0

16.1

(27.0)

(0.3)

6.0

—

$ 4.8

United
States

$ 10.7

15.4

(25.8)

(0.1)

10.1

8.8

$ 19.1

Germany

$0.2

0.3

—

0.9

—

$1.4

Germany

$0.3

0.3

—

1.3

—

$1.9

United
Kingdom

$ 0.5

2.6

(3.9)

—

0.6

—

$(0.2)

United
Kingdom

$ 0.5

2.5

(4.6)

—

1.1

0.3

$(0.2)

Netherlands

Other
International

$ 0.5

0.5

(0.8)

(0.1)

—

$ 0.1

$ 0.3

0.4

(0.8)

—

0.2

1.0

$ 1.1

Netherlands

Other
International

$ 0.5

0.4

(0.7)

(0.2)

—

$ —

$ 0.1

0.2

(0.7)

—

0.1

—

$(0.3)

Benefit obligations are described in the following tables. Accumulated and projected benefit obligations (‘‘ABO’’ and ‘‘PBO’’) represent
the obligations of a pension plan for past service as of the measurement date. ABO is the present value of benefits earned to date with
benefits computed based on current compensation levels. PBO is ABO increased to reflect expected future compensation.

The following table sets forth the plans’ change in projected benefit obligation:

For the year ended October 31, 2023

(in millions)

Change in benefit obligation:
Benefit obligation at beginning of year

Service cost

Interest cost

Plan participant contributions

Expenses paid from assets

Actuarial gain

Foreign currency effect

Benefits paid

Settlements

Consolidated

United
States

Germany

United
Kingdom

Netherlands

Other
International

$651.7

$470.3

$25.9

$95.8

$51.4

$ 8.3

8.0

35.0

0.2

(3.4)

(24.3)

9.7

(65.1)

(7.7)

6.5

26.8

—

(1.7)

(12.8)

—

(51.6)

—

0.1

1.1

—

(0.9)

1.6

(1.4)

—

0.5

4.8

—

(1.0)

(8.5)

4.8

(6.9)

—

0.7

2.0

0.2

(0.5)

(1.8)

3.2

(4.6)

—

0.2

0.3

—

(0.2)

(0.3)

0.1

(0.6)

(7.7)

Benefit obligation at end of year

$604.1

$437.5

$26.4

$89.5

$50.6

$ 0.1

For the year ended October 31, 2022

(in millions)

Change in benefit obligation:
Benefit obligation at beginning of year

Service cost

Interest cost

Plan participant contributions

Expenses paid from assets

Actuarial gain

Foreign currency effect

Benefits paid

Divestiture

Consolidated

United
States

Germany

United
Kingdom

Netherlands

Other
International

$ 989.2

$ 679.6

$39.3

$174.1

$ 82.5

$13.7

11.5

19.9

0.2

(2.8)

10.0

16.1

—

(1.9)

(265.9)

(188.9)

(40.3)

(57.7)

(2.4)

—

(44.6)

—

0.2

0.3

—

(7.6)

(5.0)

(1.3)

—

0.5

2.6

—

(0.8)

(51.2)

(23.0)

(6.4)

—

0.5

0.2

—

(17.6)

(10.2)

(4.5)

—

0.3

0.4

—

(0.1)

(0.6)

(2.1)

(0.9)

(2.4)

Benefit obligation at end of year

$ 651.7

$ 470.3

$25.9

$ 95.8

$ 51.4

$ 8.3

The following tables set forth the PBO, ABO, plan assets and instances where the ABO exceeds the plan assets for the respective years:

(in millions)

Actuarial value of benefit obligations and plan assets
October 31, 2023

Projected benefit obligation

Accumulated benefit obligation

Plan assets

October 31, 2022

Projected benefit obligation

Accumulated benefit obligation

Plan assets

Plans with ABO in excess of Plan assets
October 31, 2023

Accumulated benefit obligation

Plan assets

October 31, 2022

Accumulated benefit obligation

Plan assets

Consolidated

United
States

Germany

United
Kingdom

Netherlands

Other
International

$604.1

589.8

584.0

$651.7

636.2

624.6

$104.4

49.4

$106.6

50.3

$437.5

424.5

431.6

$470.3

456.1

451.1

$ 28.7

—

$ 30.6

—

$26.4

25.9

—

$25.9

25.3

—

$25.9

—

$25.3

—

$ 89.5

89.5

99.8

$ 95.8

95.8

111.6

$ —

—

$ —

—

$50.6

49.8

49.4

$51.4

50.7

50.3

$49.8

49.4

$50.7

50.3

$ 0.1

0.1

3.2

$ 8.3

8.3

11.6

$ —

—

$ —

—

The actuarial (gain) loss for all pension plans was primarily related to a change in discount rates used to measure the benefit obligations of
those plans.

Future benefit payments for the Company’s global plans, which reflect expected future service, as appropriate, during the next five years,
and in the aggregate for the five years thereafter, are as follows:

(in millions)

Year(s)

2024

2025

2026

2027

2028

2029-2033

Plan assets

Expected Benefit
Payments

$ 53.6

50.5

50.6

51.9

51.3

253.9

The assets of all the Company’s plans consist of U.S. and non-U.S. equity securities, government and corporate bonds, cash, insurance
annuities and mutual funds.

The investment policy reflects the long-term nature of the plans’ funding obligations. The assets are invested to provide the opportunity
for both income and growth of principal. This objective is pursued as a long-term goal designed to provide required benefits for
participants without undue risk. It is expected that this objective can be achieved through a well-diversified asset portfolio. All equity
investments are made within the guidelines of quality, marketability and diversification mandated by the Employee Retirement Income
Security Act and/or other relevant statutes and laws. Investment managers are directed to maintain equity portfolios at a risk level
approximately equivalent to that of the specific benchmark established for that portfolio.

The Company’s weighted average asset allocations at the measurement date and the target asset allocations by category are as follows:

Asset Category

Equity securities

Debt securities

Other

Total

2024 Target

2023 Target

2023 Actual

20%

62%

18%

100%

20%

66%

14%

100%

20%

61%

19%

100%

The fair value of the pension plans’ investments is presented below. The inputs and valuation techniques used to measure the fair value of
the assets are consistently applied and described in Note 6 of the Notes to the Consolidated Financial Statements.

For the year ended October 31, 2023

(in millions)
Change in plan assets:
Fair value of plan assets at beginning of year
Actual return on plan assets
Expenses paid
Plan participant contributions
Foreign currency impact
Employer contributions
Benefits paid out of plan
Settlements
Fair value of plan assets at end of year

For the year ended October 31, 2022

(in millions)

Change in plan assets:

Fair value of plan assets at beginning of year

Actual return on plan assets

Expenses paid

Plan participant contributions

Foreign currency impact

Employer contributions

Benefits paid out of plan

Consolidated

$624.6
(0.8)
(3.4)
0.2
8.7
23.7
(61.3)
(7.7)
$584.0

Consolidated

$ 950.8

(258.4)

(2.8)

0.2

(38.8)

27.6

(54.0)

United
States

$451.1
10.3
(1.7)
—
—
21.0
(49.1)
—
$431.6

United
States

$ 646.4

(179.0)

(1.9)

—

28.0

(42.4)

Germany

$—
—
—
—
—
—
—
—
$—

Germany

United
Kingdom

$111.6
(11.3)
(1.0)
—
5.7
1.7
(6.9)
—
$ 99.8

United
Kingdom

Netherlands

Other
International

$50.3
—
(0.5)
0.2
3.1
0.9
(4.6)
—
$49.4

$11.6
0.2
(0.2)
—
(0.1)
0.1
(0.7)
(7.7)
$ 3.2

Netherlands

Other
International

$—

$205.4

—

(62.1)

(0.8)

—

(27.0)

2.5

(6.4)

$ 84.5

(16.6)

—

0.2

(10.3)

(3.0)

(4.5)

$14.5

(0.7)

(0.1)

—

(1.5)

0.1

(0.7)

Fair value of plan assets at end of year

$ 624.6

$ 451.1

$—

$111.6

$ 50.3

$11.6

The following table presents the fair value measurements for the pension assets:

As of October 31, 2023 (in millions)

Asset Category
Mutual funds

Cash

Corporate bonds

Government bonds

Other assets

Total Assets in the Fair Value Hierarchy

Investments Measured at Net Asset Value

Insurance contracts

Common stock funds

Corporate bond funds

Investments at Fair Value

As of October 31, 2022 (in millions)

Asset Category
Mutual funds

Cash

Corporate bonds

Government bonds

Other assets

Total Assets in the Fair Value Hierarchy

Investments Measured at Net Asset Value

Insurance contracts

Common stock funds

Corporate bond funds

Investments at Fair Value

Fair Value Measurement

Level 1

Level 2

Level 3

Total

$ 24.3

$—

$ 59.8

—

159.1

57.5

4.0

244.9

—

$47.4

$244.9

$—

Fair Value Measurement

Level 1

Level 2

Level 3

Total

$ 58.0

$—

$120.9

—

160.5

51.6

2.0

272.1

—

$35.5

11.9

—

47.4

$62.9

16.0

—

78.9

11.9

159.1

57.5

4.0

292.3

87.9

83.4

120.4

$584.0

16.0

160.5

51.6

2.0

351.0

72.9

77.3

123.4

$624.6

$78.9

$272.1

$—

Financial statement presentation including other comprehensive income:

As of October 31, 2023

(in millions)

Unrecognized net actuarial loss (gain)

Unrecognized prior service benefit

Consolidated

$110.3

(1.1)

United
States

$ 50.7

(0.2)

Germany

$ 1.6

—

Accumulated other comprehensive loss (income) − Pre-tax

$109.2

$ 50.5

$ 1.6

United
Kingdom

$53.9

—

$53.9

$10.2

—

53.9

$64.1

United
Kingdom

$43.2

—

$43.2

$ 36.2

$ 22.8

(56.3)

109.2

(28.7)

50.5

$ —

(26.4)

1.6

$ 89.1

$ 44.6

$(24.8)

Consolidated

$ 93.4

(1.4)

$ 92.0

United
States

$ 41.0

(0.4)

Germany

$ 2.3

—

$ 40.6

$ 2.3

$ 30.8

$ 11.7

(58.0)

92.0

(30.8)

40.6

$ —

(25.9)

2.3

$ 64.8

$ 21.5

$(23.6)

$15.8

—

43.2

$59.0

Netherlands

Other
International

$ 4.3

(0.9)

$ 3.4

$ —

(1.2)

3.4

$ 2.2

$(0.2)

—

$(0.2)

$ 3.2

—

(0.2)

$ 3.0

Netherlands

Other
International

$ 3.9

(1.0)

$ 2.9

$ —

(1.3)

2.9

$ 1.6

$3.0

—

$3.0

$3.3

—

3.0

$6.3

October 31,
2023

October 31,
2022

$ 92.0

$ 85.2

0.4

2.1

(3.5)

—

(24.3)

39.9

—

14.6

2.6

0.4

(7.7)

—

(1.0)

(265.9)

290.8

(0.5)

16.1

(9.3)

$109.2

$ 92.0

Amounts recognized in the Consolidated Balance Sheets

consist of:

Prepaid benefit cost

Accrued benefit liability
Accumulated other comprehensive loss (income) − Pre-tax

Net amount recognized

As of October 31, 2022

(in millions)

Unrecognized net actuarial loss

Unrecognized prior service benefit

Accumulated other comprehensive loss − Pre-tax

Amounts recognized in the Consolidated Balance Sheets

consist of:

Prepaid benefit cost

Accrued benefit liability
Accumulated other comprehensive loss − Pre-tax

Net amount recognized

(in millions)

Accumulated other comprehensive loss at beginning of year

Increase or (decrease) in accumulated other comprehensive loss

Net prior service benefit amortized

Net gain (loss) amortized

Loss recognized due to settlement

Loss recognized due to divestiture

Liability gain

Asset loss

Other adjustments

Increase in accumulated other comprehensive loss

Foreign currency impact

Accumulated other comprehensive loss at year end

Supplemental Employee Retirement Plan

The Company has a supplemental employee retirement plan which is an unfunded plan providing supplementary retirement benefits
primarily to certain executives and longer-service employees. The present benefit obligation of the supplemental employee retirement plan
is included in the United States defined benefit pension plans above.

Defined contribution plans

The Company has several voluntary 401(k) savings plans that cover eligible employees in the U.S. For certain plans, the Company matches
a percentage of each employee’s contribution up to a maximum percentage of base salary. The Company’s contributions to the
401(k) plans were $29.1 million, $24.4 million and $21.9 million in 2023, 2022 and 2021, respectively.

NOTE 10 – CONTINGENT LIABILITIES AND ENVIRONMENTAL RESERVES

Litigation-related Liabilities

The Company may become involved from time-to-time in litigation and regulatory matters incidental to its business, including
governmental investigations, enforcement actions, personal injury claims, product liability, employment health and safety matters,
commercial disputes, intellectual property matters, disputes regarding environmental clean-up costs, litigation in connection with
acquisitions and divestitures, and other matters arising out of the normal conduct of its business. The Company intends to vigorously
defend itself in such litigation. The Company does not believe that the outcome of any pending litigation will have a material adverse effect
on its consolidated financial statements.

The Company will accrue for contingencies related to litigation and regulatory matters if it is probable that a liability has been incurred
and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions can
occur, assessing contingencies is highly subjective and requires judgments about future events. The Company regularly reviews
contingencies to determine whether its accruals are adequate. The amount of ultimate loss may differ from these estimates.

Environmental Reserves

As of October 31, 2023 and October 31, 2022, the Company has accrued $9.8 million for the Diamond Alkali Superfund Site. It is
possible that there could be resolution of uncertainties in the future that would require the Company to record charges, which could be
material to future earnings.

Aside from the Diamond Alkali Superfund Site, other environmental reserves of the Company as of October 31, 2023 and October 31,
2022 included $7.5 million and $9.2 million, respectively, for its various facilities around the world.

As of October 31, 2023 and October 31, 2022, the Company’s environmental reserves were $17.3 million and $19.0 million, respectively.
These reserves are principally based on environmental studies and cost estimates provided by third parties, but also take into account
management estimates. The estimated liabilities are reduced to reflect the anticipated participation of other potentially responsible parties
in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of
relevant costs. For sites that involve formal actions subject to joint and several liabilities, these actions have formal agreements in place to
apportion the liability.

NOTE 11 – EARNINGS PER SHARE

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

Diluted
Class A EPS

Basic
Class B EPS

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

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

Undistributed Net Income
Average Class A Shares Outstanding

+ Class A Dividends Per Share

Undistributed Net Income
Average Diluted Class A Shares Outstanding

+ Class A Dividends Per Share

Undistributed Net Income
Average Class B Shares Outstanding

+ Class B Dividends Per Share

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

(in millions, except per share data)

Numerator
Numerator for basic and diluted EPS

Net income attributable to Greif, Inc.

Cash dividends

Undistributed net income attributable to Greif, Inc.

Denominator
Denominator for basic EPS –

Class A common stock

Class B common stock

Denominator for diluted EPS –

Class A common stock

Class B common stock

EPS Basic

Class A common stock

Class B common stock

EPS Diluted

Class A common stock

Class B common stock

Year Ended October 31,

2023

2022

2021

$ 359.2

(116.5)

$ 242.7

$ 376.7

(111.3)

$ 265.4

$ 390.7

(105.8)

$ 284.9

25.6

21.5

26.0

21.5

$ 6.22

$ 9.32

$ 6.15

$ 9.32

26.3

22.0

26.6

22.0

$ 6.36

$ 9.53

$ 6.30

$ 9.53

26.5

22.0

26.7

22.0

$ 6.57

$ 9.84

$ 6.54

$ 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:

October 31, 2023:
Class A common stock
Class B common stock
October 31, 2022:
Class A common stock
Class B common stock

Authorized Shares

Issued Shares

Outstanding Shares

Treasury Shares

128,000,000
69,120,000

42,281,920
34,560,000

128,000,000
69,120,000

42,281,920
34,560,000

25,474,254
21,331,127

25,606,287
21,836,745

16,807,666
13,228,873

16,675,633
12,723,255

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

Class A Common Stock:

Basic shares

Assumed conversion of stock options and unvested shares

Diluted shares

Class B Common Stock:

Basic and diluted shares

NOTE 12 – LEASES

Year Ended October 31,

2023

2022

2021

25,592,928 26,251,536 26,525,529

406,303

359,176

133,692

25,999,231 26,610,712 26,659,221

21,472,531 21,995,865 22,007,725

The Company leases certain buildings, warehouses, land, transportation equipment, operating equipment and office equipment with
remaining lease terms from less than 1 year up to 19 years. The Company reviews all options to extend, terminate, or purchase a right of
use asset at the time of lease inception and accounts for options deemed reasonably certain.

The Company combines lease and non-lease components for all leases, except real estate, for which these components are presented
separately. Leases with an initial term of twelve months or less are not capitalized and are recognized on a straight-line basis over the lease
term. The implicit rate is not readily determinable for substantially all of the Company’s leases, therefore the initial present value of lease
payments is calculated utilizing an estimated incremental borrowing rate determined at the portfolio level based on market and Company
specific information.

Certain of the Company’s leases include variable costs. As the right of use asset recorded on the balance sheet was determined based upon
factors considered at the commencement date, changes in these variable expenses are not capitalized and are expensed as incurred
throughout the lease term.

As of October 31, 2023, the Company had no significant leases that had not commenced.

The following table presents the lease expense components:

(in millions)

Operating lease cost

Finance lease cost - amortization

Finance lease cost - interest
Other lease cost*

Total lease cost

includes variable and short-term lease costs

Year Ended

October 31,
2023

October 31,
2022

$64.4

$64.6

4.8

2.4

28.0

$99.6

1.3

0.1

23.2

$89.2

Future maturity for the Company’s lease liabilities, during the next five years, and in the aggregate for the years thereafter, are as follows:

(in millions)

2024

2025

2026

2027

2028

Thereafter

Total lease payments

Less: interest

Lease liabilities

Operating Leases

Finance Leases

$ 64.8

58.2

49.2

40.1

32.0

106.4

$350.7

(56.7)

$294.0

$ 6.7

6.4

6.3

6.1

18.4

$ 50.0

(18.7)

$ 31.3

Total expected
payments

$ 71.5

64.6

55.5

46.2

38.1

124.8

$400.7

(75.4)

$325.3

The following table presents the weighted-average lease term and discount rate as of October 31, 2023 and October 31, 2022:

Weighted-average remaining lease term (years):

Operating leases

Finance leases

Weighted-average discount rate:

Operating leases

Finance leases

The following table presents other required lease related information:

(in millions)

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

Operating cash flows used for operating liabilities

Financing cash flows used for finance leases

Leased assets obtained in exchange for new lease liabilities:

Leased assets obtained in exchange for new operating lease liabilities

Leased assets obtained in exchange for new finance lease liabilities

NOTE 13 – BUSINESS SEGMENT INFORMATION

October 31,
2023

October 31,
2022

9.1

7.9

4.50%

6.18%

9.9

2.6

3.77%

3.34%

October 31,
2023

October 31,
2022

$64.3

4.5

95.0

42.0

$63.2

1.2

22.3

0.4

The Company has six operating segments, which are aggregated into three reportable segments: Global Industrial Packaging; Paper
Packaging & Services; and Land Management. The Global Industrial Packaging reportable segment is the aggregation of four operating
segments: Global Industrial Packaging – North America; Global Industrial Packaging – Latin America; Global Industrial Packaging –
Europe, Middle East and Africa; and Global Industrial Packaging – Asia Pacific.

Operations in the Global Industrial Packaging reportable segment involve the production and sale of rigid industrial packaging products,
such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, closure systems for industrial
packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services,
such as container life cycle management, filling, logistics, warehousing and other packaging services. These products and services are sold to
customers in industries such as chemicals, paints and pigments, food and beverage, petroleum,
industrial coatings, agriculture,
pharmaceuticals and mineral products, among others.

On October 1, 2023, the Company completed the Reliance Acquisition. Reliance is a leading producer of high-performance barrier and
conventional blow molded jerrycans and small plastics containers in Canada. The results of Reliance are recorded within the Global
Industrial Packaging segment.

On March 31, 2023, the Company completed the Centurion Acquisition. Centurion is a leader in the North American IBC
reconditioning industry involved in IBC rebottling, reconditioning and distribution, which complement the Company’s Global Industrial
Packaging specialty portfolio. The results of Centurion are recorded within the Global Industrial Packaging segment.

On December 15, 2022, the Company completed the Lee Container Acquisition. Lee Container is an industry-leading manufacturer of
high-performance barrier and conventional blow molded containers, jerrycans and small plastics, which complement the Company’s
Global Industrial Packaging specialty portfolio. The results of Lee Container are recorded within the Global Industrial Packaging segment.

Operations in the Paper Packaging & Services reportable segment involve the production and sale of containerboard, corrugated sheets,
corrugated containers and other corrugated and specialty products to customers in North America in industries such as packaging,
automotive, food and building products. The Company’s corrugated container products are used to ship such diverse products as home
appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications. The
Company also produces and sells coated and uncoated recycled paperboard, along with tubes and cores and a diverse mix of specialty
products to customers in North America. Further, the Company produces and sells bulk and specialty partitions made from both
containerboard and uncoated recycled paperboard. In addition, the reportable segment is involved in the purchase and sale of recycled
fiber.

On August 23, 2023, the Company completed the ColePak Acquisition. ColePak is a manufacturer of bulk and specialty partitions made
from both containerboard and uncoated recycled board and is the second largest supplier of paper partitions in North America. The results
of ColePak are recorded within the Paper Packaging & Services segment.

Operations in the Land Management reportable segment involve the management and sale of timber and special use properties from
approximately 175,000 acres of timber properties in the southeastern United States. Land Management’s operations focus on the active
harvesting and regeneration of its timber properties to achieve sustainable long-term yields. While timber sales are subject to fluctuations,
the Company seeks to maintain a consistent cutting schedule, within the limits of market and weather conditions. The Company also sells,
from time to time, timberland and special use properties, which consists of surplus properties, higher and better use (‘‘HBU’’) properties
and development properties.

In order to maximize the value of timber property, the Company continues to review its current portfolio and explore the development of
certain of these properties. This process has led the Company to characterize property as follows:

•

Surplus property, meaning land that cannot be efficiently or effectively managed by the Company, whether due to parcel
size, lack of productivity, location, access limitations or for other reasons.

• HBU property, meaning land that in its current state has a higher market value for uses other than growing and selling

timber.

• Development property, meaning HBU land that, with additional investment, may have a significantly higher market value

than its HBU market value.

•

Timberland, meaning land that is best suited for growing and selling timber.

The disposal of surplus and HBU property is reported in the consolidated statements of income under ‘‘gain on disposals of properties,
plants and equipment, net’’ and the sale of development property is reported under ‘‘net sales’’ and ‘‘cost of products sold.’’ All HBU,
development and surplus property is used by the Company to productively grow and sell timber until sold.

Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such
as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations,
including access to water, the condition of the surrounding land, availability of utilities, markets for timber and economic considerations
both nationally and locally. Given these considerations, the characterization of land is not a static process, but requires an ongoing review
and re-characterization as circumstances change.

The following tables present net sales disaggregated by geographic area for each reportable segment for the year ended October 31, 2023:

(in millions)

Global Industrial Packaging
Paper Packaging & Services
Land Management

Total net sales

Year Ended October 31, 2023

United States

Europe, Middle
East and Africa

Asia Pacific and
Other Americas

$1,093.0
2,218.0
21.3

$3,332.3

$1,310.9
—
—

$1,310.9

$532.9
42.5
—

$575.4

Total

$2,936.8
2,260.5
21.3

$5,218.6

The following tables present net sales disaggregated by geographic area for each reportable segment for the year ended October 31, 2022:

(in millions)

Global Industrial Packaging
Paper Packaging & Services
Land Management

Total net sales

Year Ended October 31, 2022

United States

Europe, Middle
East and Africa

Asia Pacific and
Other Americas

$1,287.1
2,630.8
22.0

$3,939.9

$1,700.7
—
—

$1,700.7

$664.6
44.3
—

$708.9

Total

$3,652.4
2,675.1
22.0

$6,349.5

The following reportable segment information is presented for each of the three years in the period ended October 31:

(in millions)

Operating profit:
Global Industrial Packaging
Paper Packaging & Services
Land Management

Total operating profit

Depreciation, depletion and amortization expense:
Global Industrial Packaging
Paper Packaging & Services
Land Management

Total depreciation, depletion and amortization expense

Capital expenditures:
Global Industrial Packaging
Paper Packaging & Services
Land Management

Total segment
Corporate and other

Total capital expenditures

2023

2022

2021

$334.3
264.1
7.1

$605.5

$ 95.3
133.1
2.2

$230.6

$ 83.9
120.6
1.1

205.6
12.6

$218.2

$313.7
298.5
9.0

$621.2

$ 73.9
139.9
2.8

$216.6

$ 55.1
90.6
—

145.7
16.2

$161.9

$350.2
131.0
104.0

$585.2

$ 83.1
148.0
3.3

$234.4

$ 71.1
79.9
0.2

151.2
11.0

$162.2

The following table presents total assets by reportable segment and total long lived assets, net by geographic area:

(in millions)

Assets:
Global Industrial Packaging
Paper Packaging & Services
Land Management

Total segment
Corporate and other

Total assets

Long lived assets, net*:
United States
Europe, Middle East and Africa
Asia Pacific and other Americas

Total properties, plants and equipment, net

October 31,
2023

October 31,
2022

$2,737.5
2,541.1
253.2

5,531.8
429.0

$2,308.4
2,473.9
250.0

5,032.3
437.6

$5,960.8

$5,469.9

$1,468.6
311.9
102.9

$1,883.4

$1,314.7
303.7
91.3

$1,709.7

includes property, plants and equipment, net, operating lease assets and finance lease assets

NOTE 14 – COMPREHENSIVE INCOME (LOSS)

The following table provides the roll forward of accumulated other comprehensive income (loss) for the years ended October 31, 2023 and 2022:

(in millions)

Balance as of October 31, 2021

Other Comprehensive Income (Loss)

Foreign Currency Translation Released from Business Divestment

Balance as of October 31, 2022

Other Comprehensive Income (Loss)

Balance as of October 31, 2023

Foreign
Currency
Translation

Derivative
Financial
Instruments

Minimum
Pension Liability
Adjustment

$(295.4)

$(134.2)

$ 113.1

$(316.5)

(1.2)

$(317.7)

$ (3.6)

$76.4

$ —

$72.8

(1.1)

$71.7

$(57.5)

$ (1.1)

$ —

$(58.6)

(11.9)

$(70.5)

Accumulated
Other
Comprehensive
Income (Loss)

$(356.5)

$ (58.9)

$ 113.1

$(302.3)

(14.2)

$(316.5)

The components of accumulated other comprehensive income above are presented net of tax, as applicable.

NOTE 15 – REDEEMABLE NONCONTROLLING INTERESTS

Redeemable noncontrolling interests related to joint ventures are held by the respective noncontrolling interest owners. The holders of
these interests share in the profits and losses of these entities on a pro-rata basis with the Company. However, the noncontrolling interest
owners have the right to put all or a portion of those noncontrolling interests to the Company at a formulaic price after a set period of
time, specific to each agreement.

Redeemable noncontrolling interests are reflected in the consolidated balance sheets at redemption value. The following table provides the
rollforward of the redeemable noncontrolling interest for the years ended October 31, 2023 and 2022:

(in millions)

Balance as of October 31, 2021
Current period mark to redemption value

Repurchase of redeemable shareholder interest

Redeemable noncontrolling interest share of income

Dividends to redeemable noncontrolling interest and other

Balance as of October 31, 2022
Current period mark to redemption value

Repurchase of redeemable shareholder interest

Acquisition of redeemable shareholder interest

Redeemable noncontrolling interest share of income

Dividends to redeemable noncontrolling interest and other

Balance as of October 31, 2023

NOTE 16 – SUBSEQUENT EVENTS

Redeemable
Noncontrolling
Interest

$ 24.1

(5.5)

(1.9)

0.1

(1.0)

15.8

(0.1)

(4.6)

113.0

2.7

(1.5)

$125.3

On November 17, 2023, two of the Company’s subsidiaries entered into a definitive sale and purchase agreement (the ‘‘SPA’’) with the
owners of the parent of Ipackchem Group SAS (‘‘Ipackchem’’) pursuant to which the Company is to acquire Ipackchem for a purchase
price valued at approximately $538.0 million, translated based on a 1.05/1.00 Euro to United States dollar exchange rate as of October 18,
2023, subject to certain adjustments. The Company plans to use its existing credit facilities to finance its proposed acquisition of
Ipackchem. The acquisition is subject to the satisfaction or waiver of certain conditions, including, among other matters, receipt of certain
government and regulatory approvals in France, South Africa and Brazil, as well as Ipackchem’s disposition of certain immaterial assets.
The SPA may be terminated, and the acquisition may be abandoned at any time prior to the closing, as follows: (i) by mutual written
agreement of the Company and Ipackchem’s parent; (ii) by either the Company or Ipackchem’s parent if the conditions set forth in the
SPA have not been fulfilled on or before October 31, 2024 (subject to a 20 days extension option by either party); (iii) by Ipackchem’s
parent if the Company fails to comply with its obligation to make certain closing date deliveries or by the Company if Ipackchem’s parent
fails to comply with its obligation to make certain closing date deliveries; and (iv) the Company if Ipackchem’s disposition of certain
immaterial assets is not completed within six or nine months after October 31, 2023.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Greif, Inc. and subsidiary companies

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Greif, Inc. and subsidiary companies (the ‘‘Company’’) as of
October 31, 2023 and 2022, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity,
and cash flows for each of the three years in the period ended October 31, 2023, and the related notes (collectively referred to as the
‘‘financial statements’’). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position
of the Company as of October 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the
period ended October 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the Company’s internal control over financial reporting as of October 31, 2023, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated December 18, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was
communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit
matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill - Global Industrial Packaging Asia Pacific Reporting Unit - Refer to Note 3 to the Financial Statements

Critical Audit Matter Description

The Company’s evaluation of goodwill for impairment for the Global Industrial Packaging Asia Pacific (‘‘GIP APAC’’) reporting unit
involves comparing the carrying value of the reporting unit to the estimated fair value of the reporting unit. The Company’s determination
of the estimated fair value of the reporting unit is based on both the market approach and a discounted cash flow analysis utilizing the
income approach. The determination of the estimated fair value using the market approach and the discounted cash flow model requires
management to make significant estimates and assumptions related to the valuation of the reporting unit. Changes in these assumptions
could have a significant impact on either the fair value of the reporting unit, the amount of any goodwill impairment charge, or both. The
Company’s consolidated goodwill balance was $1.7 billion as of October 31, 2023, of which $96 million was allocated to the GIP APAC
reporting unit. The estimated fair value of the GIP APAC reporting unit exceeded its carrying value, therefore no impairment was
recognized.

We identified the valuation of the GIP APAC reporting unit as a critical audit matter because of the significant judgments made by
management to estimate the fair value the GIP APAC reporting unit. This required a high degree of auditor judgment and an increased

extent of effort to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts of future net sales, gross
profit margins and operating expenses as well as the selection of valuation multiples and discount rate, including the need to involve our
fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to forecasts of future net sales, gross profit margins and operating expenses and the selection of the valuation
multiples and discount rate for the GIP APAC reporting unit included the following, among others:

• We tested the effectiveness of internal controls over management’s goodwill impairment evaluation, including those over the
determination of the fair value of the GIP APAC reporting unit, such as controls related to management’s development of
forecasts of future net sales, gross profit margins and operating expenses, and the selection of valuation multiples and
discount rate.

• We performed a sensitivity analysis of the forecasts of future net sales, gross profit margins, operating expenses and the

discount rate, which included their impact on future cash flows.

• We evaluated management’s ability to accurately forecast net sales, gross profit margins, and operating expenses and
evaluated the reasonableness of these assumptions by comparing management’s forecast for historical periods to actual
results for those periods.

• We evaluated the reasonableness of management’s forecasts of future net sales and gross profit margins by comparing the

forecasts to historical and forecasted information included in macroeconomic benchmarking reports.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the long-term revenue growth rate, the

discount rate, and the valuation multiples by:

○

Testing the source information underlying the determination of long-term revenue growth rate, the discount rate,
and the valuation multiples and the mathematical accuracy of the calculations.

○ Developing a range of independent estimates for the discount rate and valuation multiples and comparing the

discount rate and valuation multiples selected by management to those ranges.

○

Comparing the long-term revenue growth rate to macroeconomic benchmarking.

/s/ Deloitte & Touche LLP

Columbus, Ohio
December 18, 2023

We have served as the Company’s auditor since 2014.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Disclosure Controls and Procedures

We completed the Lee Container Acquisition on December 15, 2022, the Centurion Acquisition on March 31, 2023, the ColePak
Acquisition on August 23, 2023 and the Reliance Acquisition on October 1, 2023. The scope of our assessment of the effectiveness of
internal controls over financial reporting for the fiscal year ended October 31, 2023, will not include the Lee Container Acquisition, the
Centurion Acquisition, the ColePak Acquisition and the Reliance Acquisition. This exclusion is in accordance with the Securities and
Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from the scope of assessment
in the year of acquisition.

With the participation of our principal executive officer and principal financial officer, our management has evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the
‘‘Exchange Act’’)), as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and
principal financial officer have concluded that, as of the end of the period covered by this report:

•

Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission;

Information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure; and

• Our disclosure controls and procedures are effective.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control
over financial reporting is the process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Our internal control over financial reporting includes those policies and procedures that:

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of our assets;

provide reasonable assurance that transactions are recorded as necessary to allow for the preparation of financial statements
in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of
our management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on our consolidated financial statements; and

provide reasonable assurance as to the detection of fraud.

All internal control systems have inherent limitations, including the possibility of circumvention and overriding of controls, and therefore
can provide only reasonable assurance of achieving the designed control objectives. The Company’s internal control system is supported by
written policies and procedures, contains self-monitoring mechanisms, and is audited by the internal audit function. Appropriate actions
are taken by management to correct deficiencies as they are identified. As allowed by the Securities and Exchange Commission’s general
guidance, management excluded Lee Container, Centurion, ColePak, and Reliance, which were acquired in 2023, from its assessment of
internal control over financial reporting. These acquisitions constituted approximately 13% of total assets and approximately 3% of net
sales, included in our consolidated financial statements as of and for the year ended October 31, 2023.

As of October 31, 2023, management has assessed the effectiveness of the Company’s internal control over financial reporting. In making
this assessment, we used the criteria described in ‘‘Internal Control - Integrated Framework (2013)’’ issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on our assessment, management concluded that the Company’s internal
control over financial reporting was effective as of October 31, 2023.

Our internal control over financial reporting as of October 31, 2023, has been audited by Deloitte & Touche LLP, an independent
registered public accounting firm, as stated in their report, which appears herein.

Report of Independent Registered Public Accounting Firm

To the shareholders and Board of Directors of Greif, Inc. and subsidiary companies

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Greif, Inc. and subsidiaries (the ‘‘Company’’) as of October 31, 2023, based on
criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of
October 31, 2023, based on the criteria established in Internal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB),
the consolidated financial statements as of and for the year ended October 31, 2023, of the Company and our report dated December 18,
2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal
control over financial reporting at Lee Container Corporation, Inc., Centurion Container LLC, ColePak, LLC, and Reliance Products Ltd., which
were acquired on December 15, 2022, March 31, 2023, August 23, 2023, and October 1, 2023, respectively, and whose financial statements
constitute approximately 13% of total assets and approximately 3% of total revenues of the consolidated financial statement amounts as of and for
the fiscal year ended October 31, 2023. Accordingly, our audit did not include the internal control over financial reporting at Lee Container
Corporation, Inc., Centurion Container LLC, ColePak, LLC, and Reliance Products Ltd. and their subsidiaries.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We
are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

Columbus, Ohio
December 18, 2023

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors required by Items 401(a) and (d)-(f) of Regulation S-K will be found under the caption ‘‘Proposal
Number 1 – Election of Directors’’ in the 2024 Proxy Statement, which information is incorporated herein by reference. Information
regarding our executive officers required by Items 401(b) and (d)-(f) of Regulation S-K will be contained under the caption ‘‘Corporate
Governance - Executive Officers of the Company’’ in the 2024 Proxy Statement, which information is incorporated herein by reference.

We have a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. As of
the date of this filing, the members of the Audit Committee were Robert M. Patterson, Karen A. Morrison, Kimberly T. Scott and
Vicki L. Avril-Groves. Mr. Patterson is Chairperson of the Audit Committee. Our Board of Directors has determined that Mr. Patterson is
an ‘‘Audit Committee Financial Expert,’’ as that term is defined in Item 401(h)(2) of Regulation S-K, and ‘‘Independent,’’ as that term is
defined in Rule 10A-3 of the Exchange Act.

Information regarding the filing of reports of ownership under Section 16(a) of the Exchange Act by our officers and directors and persons
owning more than 10 percent of a registered class of our equity securities required by Item 405 of Regulation S-K will be found under the
caption ‘‘Corporate Governance—Stock Holdings of Certain Owners and Management—Delinquent Section 16(a) Reports’’ in the
2024 Proxy Statement, which information is incorporated herein by reference.

Information concerning the procedures by which stockholders may recommend nominees to our Board of Directors will be found under
the caption ‘‘Other Matters - Stockholder Recommendations for Director Nominees’’ in the 2024 Proxy Statement. There has been no
material change to the nomination procedures we previously disclosed in the proxy statement for our 2023 annual meeting of
stockholders.

Our Board of Directors has adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal
accounting officer, controller and persons performing similar functions. This code of ethics is posted on our Internet Web site at
www.greif.com under ‘‘Investors—Corporate Governance—Governance Documents.’’ Copies of this code of ethics are also available to
any person, without charge, by making a written request to us. Requests should be directed to Greif, Inc., Attention: Corporate Secretary,
425 Winter Road, Delaware, Ohio 43015. Any amendment (other than any technical, administrative or other non-substantive
amendment) to, or waiver from, a provision of this code will be posted on our website described above within four business days following
its occurrence.

ITEM 11. EXECUTIVE COMPENSATION

The 2024 Proxy Statement will contain information regarding the following matters: information regarding executive compensation
required by Item 402 of Regulation S-K will be found under the caption ‘‘Compensation Discussion and Analysis;’’ information required
by Item 407(e)(4) of Regulation S-K will be found under the caption ‘‘Compensation Committee Matters - Compensation Committee
Interlocks and Insider Participation;’’ and information required by Item 407(e)(5) of Regulation S-K will be found under the caption
‘‘Compensation Committee Matters- Compensation Committee Report.’’ This information is incorporated herein by reference.

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

Information regarding security ownership of certain beneficial owners and management required by Item 403 of Regulation S-K will be
found under the caption ‘‘Corporate Governance - Stock Holdings of Certain Owners and Management’’ in the 2024 Proxy Statement,
which information is incorporated herein by reference.

Information regarding equity compensation plan information required by Item 201(d) of Regulation S-K will be found under the caption
‘‘Executive Compensation Tables - Equity Compensation Plan Information’’ in the 2024 Proxy Statement, which information is
incorporated herein by reference.

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

Information regarding certain relationships and related transactions required by Item 404 of Regulation S-K will be found under the
caption ‘‘Other Matters - Certain Relationships and Related Transactions’’ in the 2024 Proxy Statement, which information is
incorporated herein by reference.

Information regarding the independence of our directors required by Item 407(a) of Regulation S-K will be found under the caption
‘‘Corporate Governance – Director Independence’’ in the 2024 Proxy Statement, which information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accounting fees and services required by Item 9(e) of Schedule 14A will be found under the caption
‘‘Audit Committee Matters - Fees of Independent Registered Public Accounting Firm’’ in the 2024 Proxy Statement, which information is
incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBITS

Exhibit No.
3.1

3.2

3.3

3.4

3.5

10.1*

10.2*

10.3*

Description of Exhibit

Amended and Restated Certificate of Incorporation of
Greif, Inc.

Amendment to Amended and Restated Certificate of
Incorporation of Greif, Inc.
Amendment to Amended and Restated Certificate of
Incorporation of Greif, Inc.
Third Amended and Restated By-Laws of Greif, Inc.

Amendment to Third Amended and Restated By-Laws of
Greif, Inc.
Description of the Registrant’s Securities Registered under
Section 12 of the Securities Exchange Act of 1934.

Greif, Inc. Amended and Restated Directors’ Deferred
Compensation Plan.
Supplemental Retirement Benefit Agreement.

Greif, Inc. Second Amended and Restated Supplemental
Executive Retirement Plan.

10.4*

Greif, Inc. 2020 Long-Term Incentive Plan.

10.5*

10.6*

10.7*

10.8*

10.9*

10.10*

10.11*

10.12*

10.13*

Form of Performance Stock Unit Award Document for
the Greif, Inc. 2020 Long-Term Incentive Plan.

Form of Restricted Stock Unit Award Document – Time
Vesting for the Greif, Inc. 2020 Long-Term Incentive Plan.

Greif, Inc. Performance-Based Incentive Compensation
Plan.
Amendment No. 1 to the Greif, Inc. Performance-Based
Incentive Compensation Plan.

Amendment No. 2 to the Greif, Inc. Performance-Based
Incentive Compensation Plan.

Amendment No. 3 to the Greif, Inc. Performance-Based
Incentive Compensation Plan.

Greif, Inc. 2001 Management Equity Incentive and
Compensation Plan.
Amendment No. 1 to the Greif, Inc. 2001 Management
Equity Incentive and Compensation Plan.

Amendment No. 2 to the Greif, Inc. 2001 Management
Equity Incentive and Compensation Plan.

If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC

Annual Report on Form 10-K for the fiscal year ended
October 31, 1997, File No. 001-00566 (see Exhibit 3(a)
therein).
Definitive Proxy Statement on Form 14A dated January 27,
2003, File No. 001-00566 (see Exhibit A therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2007, File No. 001-00566 (see Exhibit 3.1 therein).
Current Report on Form 8-K dated September 3, 2021,
File No. 001-00566 (see Exhibit 99.2 therein).
Current Report on Form 8-K dated December 11, 2023,
File No. 001-00566 (see Exhibit 99.3 therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2019, File No. 001-00566 (see Exhibit 4.3
therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2006, File No. 001-00566 (see Exhibit 10.2 therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 1999, File No. 001-00566 (see Exhibit 10(i)
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2007, File No. 001-00566 (see Exhibit 10(f)
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2020, File No. 001-00566 (See Exhibit 10.8
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2020, File No. 001-00566 (See Exhibit 10.9
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2020, File No. 001-00566 (See Exhibit 10.10
therein).
Definitive Proxy Statement on Form 14A dated January 25,
2002, File No. 001-00566 (see Exhibit B therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2011, File No. 001-00566 (See Exhibit 10(i)
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2013, File No. 001-00566 (See Exhibit 10.10
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2017, File No. 001-00566 (See Exhibit 10.11
therein).
Definitive Proxy Statement on Form DEF 14A dated
January 26, 2001, File No. 001-00566 (see Exhibit A therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2011, File No. 001-00566 (See Exhibit 10(k)
therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2015, File No. 001-00566 (See Exhibit 10.13.2
therein).

If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC

Annual Report on Form 10-K for the fiscal year ended
October 31, 2020, File No. 001-00566 (See Exhibit 10.18
therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2023, File No. 001-00566 (see Exhibit 10.1
therein).
Registration Statement on Form S-8, File No. 333-123133
(see Exhibit 4(c) therein).

Registration Statement on Form S-8, File No. 333-123133
(see Exhibit 4(d) therein).

Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2020, File No. 001-00566 (see Exhibit 10.5 therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2020, File No. 001-00566 (see Exhibit 10.6 therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2020, File No. 001-00566 (see Exhibit 10.3 therein).
Current Report on Form 8-K dated June 30, 2023, File No.
001-00566 (see Exhibit 10.1 therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2020, File No. 001-00566 (see Exhibit 10.4 therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2013, File No. 001-00566 (see Exhibit 10.1 therein).
Contained herein.
Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2022, File No. 001-00566 (see Exhibit 10.1
therein).

Current Report on Form 8-K dated May 19, 2023,
File No. 001-00566 (see Exhibit 99.1 therein).

Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2023, File No. 001-00566 (see Exhibit 10.1 therein).

Current Report on Form 8-K dated September 26, 2019,
File No. 001-00566 (see Exhibit 99.1 therein).

Exhibit No.
10.14*

Description of Exhibit

Amendment No. 3 to the Greif, Inc. 2001 Management
Equity Incentive and Compensation Plan.

10.15*

10.16*

10.17*

10.18*

10.19*

10.20*

10.21*

10.22*

10.23*

10.24*
10.25

10.26

10.27

10.28

Greif, Inc. Amended and Restated Outside Directors
Equity Award Plan.

Stock Option Award Agreement for the Greif, Inc.
Amended and Restated Outside Directors Equity Award
Plan.
Restricted Share Award Agreement for the Greif, Inc.
Amended and Restated Outside Directors Equity Award
Plan.
Greif, Inc. Amended and Restated Nonqualified Deferred
Compensation Plan, effective June 1, 2008.
Amendment No. 1 to the Greif, Inc. Amended and
Restated Nonqualified Deferred Compensation Plan.
Greif, Inc. Nonqualified Supplemental Deferred
Compensation Plan, effective January 1, 2020.
Amendment No. 1 to the Greif, Inc. Nonqualified
Supplemental Deferred Compensation Plan.
Form Nonqualified Supplemental Deferred Compensation
Plan Participation Letter.
Defined Contribution Supplemental Executive Retirement
Plan.
Incentive Compensation Recovery Policy.
Second Amended and Restated Credit Agreement, dated
March 1, 2022, among Greif, Inc., Greif Packaging LLC,
Greif International Holding B.V., and Greif Beheer B.V., as
borrowers, each financial institution party thereto, as
lenders, Wells Fargo Securities, LLC, JPMorgan Chase
Bank, National Association, BOFA Securities, Inc., MUFG
Bank, Ltd, U.S. Bank National Association, and TD Bank,
N.A., as joint lead arrangers and joint book managers, and
JPMorgan Chase Bank, as administrative agent for the
lenders.
Credit Agreement, dated May 17, 2023, among Greif, Inc.,
as the Company, Greif Packaging LLC, as the Borrower,
CoBank, ACB, as Administrative Agent, and the Other
Lenders Party hereto, CoBank, ACB, as Lead Arranger
and Bookrunner.
Amendment agreement dated April 14, 2023, between the
persons listed in Schedule 1 as Originators, Cooperage
Receivables Finance B.V. as Main SPV, Greif Services
Belgium BV as Greif CC, Subordinated Lender, Belgian
Intermediary, Originator Agent and master Servicer, Greif,
Inc. as Performance Indemnity Provider, Stichting
Cooperage Receivables Finance Holding as Shareholder,
Trust International Management (T.I.M.) B.V. as Main
SPV’s Director and Shareholder’s Director, Nieuw
Amsterdam Receivables Corporation B.V. as lender,
Coöperatieve Rabobank U.A. as Facility Agent, Main SPV
Account Bank, Funding Administrator, Main SPV
Administrator and Italian Intermediary and Coöperatieve
Rabobank U.A. Trading as Rabobank London as Liquidity
Facility Provider.
Third Amended and Restated Sale Agreement, dated
September 24, 2019, by and among Greif Packaging LLC,
Delta Petroleum Company, Inc., American Flange &
Manufacturing Co., Inc., Caraustar Mill Group, Inc.,
Caraustar Industrial and Consumer Products Group, Inc.,
Caraustar Recovered Fiber Group, Inc., The Newark
Group, Inc., Caraustar Consumer Products Group, LLC,
Caraustar Custom Packaging Group, Inc., Tama

If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC

Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2023, File No. 001-00566 (see Exhibit 10.2 therein).
Annual Report on Form 10-K for the fiscal year ended
October 31, 2019, File No. 001-00566 (see Exhibit 10.26
therein).

Annual Report on Form 10-K for the fiscal year ended
October 31, 2020, File No. 001-00566 (see Exhibit 10.36
therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
January 31, 2021, File No. 001-00566 (see Exhibit 10.1
therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2021, File No. 001-00566 (see Exhibit 10.2 therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2022, File No. 001-00566 (see Exhibit 10.3 therein).
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2023, File No. 001-00566 (see Exhibit 10.3 therein).

Quarterly Report on Form 10-Q for the fiscal quarter ended
April 30, 2020, File No. 001-00566 (see Exhibit 10.1 therein).

Contained herein.
Contained herein.

Annual Report on Form 10-K for the fiscal year ended
October 31, 2022, File No. 001-00566 (see Exhibit 24
therein).

Contained herein.
Contained herein.

Contained herein.

Exhibit No.

10.29

10.30

10.31

10.32

10.33

10.34

10.35

10.36

21
23

24.1

24.2
31.1

31.2

32.1

32.2

Description of Exhibit
Paperboard, LLC, Cascade Paper Converters Co. and each
other entity from time to time party hereto as an
Originator, as Originators and Greif Receivables Funding
LLC.
Amendment No. 1, dated May 17, 2023, to the
Third Amended and Restated Sale Agreement.
Third Amended and Restated Transfer and
Administration Agreement, dated September 24, 2019, by
and among Greif Receivables Funding LLC, Greif
Packaging LLC, Greif Packaging LLC, Delta Petroleum
Company, Inc., American Flange & Manufacturing Co.
Inc., Caraustar Mill Group, Inc., Caraustar Industrial and
Consumer Products Group, Inc., Caraustar Recovered
Fiber Group, Inc., The Newark Group, Inc., Caraustar
Consumer Products Group, LLC, Caraustar Custom
Packaging Group, Inc., Tama Paperboard, LLC, Cascade
Paper Converters Co., and each other entity from time to
time party hereto as an Originator, as Originators, Bank of
America, N.A., and the various investor groups, managing
agents and administrators from time to time parties here
to.
Amendment No. 1 to the Third Amended and Restated
Transfer and Administration Agreement.

Amendment No. 2 to the Third Amended and Restated
Transfer and Administration Agreement.

Amendment No. 3 to the Third Amended and Restated
Transfer and Administration Agreement.
Amendment No. 4 to the Third Amended and Restated
Transfer and Administration Agreement.
Amendment No. 5, dated May 17, 2023, to the
Third Amended and Restated Transfer and
Administration Agreement.
Assignment agreement, dated March 31, 2020, by and
among Greif Receivables Funding LLC, Greif Packaging
LLC, Custom Packaging Group LLC, the other
Originators party hereto, Greif, Inc., the Investors,
Administrators and Managing Agents party hereto and
Bank of America, N.A., as Agent.
Subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP. (PCAOB Firm
ID: 34)
Powers of Attorney for Vicki L. Avril-Groves,
John W. McNamara, Bruce A. Edwards, Daniel J. Gunsett,
Mark A. Emkes, Robert M. Patterson, Kimberly T. Scott,
and Karen A. Morrison.
Power of Attorney for Frank C. Miller.
Certification of Chief Executive Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934.
Certification of Chief Financial Officer Pursuant to
Rule 13a-14(a) of the Securities Exchange Act of 1934.
Certification of Chief Executive Officer required by
Rule 13a-14(b) of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the
United States Code.
Certification of Chief Financial Officer required by
Rule 13a-14(b) of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the
United States Code.

Exhibit No.
101

Description of Exhibit

The following financial statements from the Company’s
Annual Report on Form 10-K for the year ended
October 31, 2023, formatted in Inline XBRL (Extensive
Business Reporting Language): (i) Consolidated
Statements of Income, (ii) Consolidated Statements of
Comprehensive Income, (iii) Consolidate Balance Sheets,
(iv) Consolidated Statements of Cash Flow, (v)
Consolidated Statements of Changes in Shareholders’
Equity and (vi) Notes to Consolidated Financial
Statements.

If Incorporated by Reference,
Document with which Exhibit was Previously Filed with SEC

Contained herein.

Executive compensation plans and arrangements required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

Financial Statement Schedules:

These schedules are omitted because of the absence of the conditions under which they are required or because the information is
set forth in the Consolidated Financial Statements or Notes thereto.

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

Date:

December 18, 2023

By:

/s/ OLE G. ROSGAARD

Ole G. Rosgaard
President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the Company and in the capacities and on the dates indicated.

Greif, Inc.

(Registrant)

/s/ OLE G. ROSGAARD
Ole G. Rosgaard
President and Chief Executive Officer
Member of the Board of Directors
(principal financial officer)

/s/ MICHAEL J. TAYLOR
Michael J. Taylor
Vice President, Corporate Financial Controller
(principal accounting officer)

DANIEL J. GUNSETT*
Daniel J. Gunsett
Member of the Board of Directors

JOHN W. MCNAMARA*
John W. McNamara
Member of the Board of Directors

KIMBERLY T. SCOTT*
Kimberly T. Scott
Member of the Board of Directors

ROBERT M. PATTERSON*
Robert M. Patterson
Member of the Board of Directors

/s/ LAWRENCE A. HILSHEIMER
Lawrence A. Hilsheimer
Executive Vice President and Chief Financial Officer
(principal executive officer)

BRUCE A. EDWARDS*
Bruce A. Edwards
Chairman
Member of the Board of Directors

FRANK C. MILLER*
Frank C. Miller
Member of the Board of Directors

KAREN A. MORRISON*
Karen A. Morrison
Member of the Board of Directors

MARK A. EMKES*
Mark A. Emkes
Member of the Board of Directors

VICKI L. AVRIL-GROVES*
Vicki L. Avril-Groves
Member of the Board of Directors

The undersigned, Ole G. Rosgaard, by signing his name hereto, does hereby execute this Form 10-K on behalf of each of the above-named persons pursuant to powers
of attorney duly executed by such persons and filed as an exhibit to this Form 10-K.

By:

/s/ OLE. G. ROSGAARD

Ole G. Rosgaard

Each of the above signatures is affixed as of December 18, 2023.

[THIS PAGE INTENTIONALLY LEFT BLANK]

DEAR FELLOW SHAREHOLDERS,

In 2023, Greif delivered the second-best financial results in our Company’s 146-year history.

Year over year, we improved both our EBITDA margins and our Free Cash Flow conversion.

We increased shareholder dividends, completed our share buyback program, and closed four

acquisitions – in addition to announcing a fifth in Ipackchem – demonstrating our ongoing

commitment to diversify shareholder return while also investing in the long-term growth of the

Company. Beyond our financial results, we improved our customer-focused Net Promoter

Score, increased colleague engagement as measured by Gallup, and were named to

Newsweek’s Most Loved Workplaces list for a third year in a row: All during a year of

significant macroeconomic uncertainty and rapid internal change.

Operationally, we saw equally impressive results improving the circularity of our products and

the sustainability of our operations. We adopted a long-standing and proven methodology for

bringing greater discipline and understanding to our business through Lean Six Sigma and

made meaningful progress establishing a viable process for our innovation journey. Taken

together, we have created an exciting pipeline of millions in savings and new opportunities.

These results are a testament to the commitment and resilience of our teams in delivering

operational excellence through the Build to Last strategy. I would like to express my heartfelt

appreciation for the courage, resilience, and commitment shown by our colleagues this year.

The resilience our teams showed in the face of persistent headwinds is a testament to their

character and discipline in delivering exceptional value regardless of short-term challenges.

As we look to 2024 and beyond, our goal is clear: Continue to execute on our Build to Last

Strategy and deliver consistent and reliable value for our customers, colleagues, and

shareholders. This year highlighted the collective strength of our teams and resiliency of our

operations under complex operating environments. As such, I am confident in our ability to

continue to meet evolving demands of our customers while delivering strong earnings for you -

our shareholders.

Best regards,

Ole G. Rosgaard

President and Chief Executive Officer