Greif, Inc 10-Q for FY2025 Q2
Greif, Inc (GEF)
10-Q
2025-06-05
For: 2025-04-30
View Original
Added on
April 06, 2026
About this 10-Q
Greif, Inc filed this 10-Q on June 5, 2025, covering the quarter ended April 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended April 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.39B
- up 1.1% from $1.37B a year earlier
- Net income
- $47.3M
- up 6.5% from net income of $44.4M a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended April 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission File Number 001-00566
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (740 ) 549-6000
Former name, former address and former fiscal year, if changed since last report: Not Applicable
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | |||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | |||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
The number of shares outstanding of each of the issuer’s classes of common stock as of the close of business on June 3, 2025:
| Class A Common Stock | |||||
| Class B Common Stock | |||||
| Item | Page | |||||||
| 1 | ||||||||
| 2 | ||||||||
| 4 | ||||||||
| 1A | ||||||||
| 5 | ||||||||
| 6 | ||||||||
2
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Acquisition and integration related costs | |||||||||||||||||||||||
| Restructuring and other charges | ( | ( | |||||||||||||||||||||
| Non-cash asset impairment charges | |||||||||||||||||||||||
| Loss (gain) on disposal of properties, plants and equipment, net | ( | ( | ( | ||||||||||||||||||||
| Loss on disposal of businesses, net | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Interest expense, net | |||||||||||||||||||||||
| Other (income) expense, net | ( | ( | |||||||||||||||||||||
| Income before income tax expense and equity earnings of unconsolidated affiliates, net | |||||||||||||||||||||||
| Income tax expense (benefit) | ( | ||||||||||||||||||||||
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 attributable to Greif, Inc. common shareholders: | |||||||||||||||||||||||
| Class A common stock | $ | $ | $ | $ | |||||||||||||||||||
| Class B common stock | $ | $ | $ | $ | |||||||||||||||||||
Weighted-average number of Class A common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
Weighted-average number of Class B common shares outstanding: | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Cash dividends declared per common share: | |||||||||||||||||||||||
| Class A common stock | $ | $ | $ | $ | |||||||||||||||||||
| Class B common stock | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
3
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Derivative financial instruments | ( | ( | ( | ||||||||||||||||||||
| Minimum pension liabilities | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive income (loss), net of tax | ( | ( | |||||||||||||||||||||
| Comprehensive income | |||||||||||||||||||||||
| Comprehensive income attributable to noncontrolling interests | |||||||||||||||||||||||
| Comprehensive income attributable to Greif, Inc. | $ | $ | $ | $ | |||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
4
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| 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 right-of-use assets | |||||||||||
| Finance lease right-of-use 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 Condensed Consolidated Financial Statements
5
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| 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 | |||||||||||
| Postretirement benefit obligations | |||||||||||
| Contingent liabilities and environmental reserves | |||||||||||
| Long-term income tax payable | |||||||||||
| Other long-term liabilities | |||||||||||
| Commitments and contingencies (Note 10) | |||||||||||
| Redeemable noncontrolling interests | |||||||||||
| Equity | |||||||||||
| Common stock, without par value | |||||||||||
| Treasury stock, at cost | ( | ( | |||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive 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 Condensed Consolidated Financial Statements
6
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended April 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, depletion and amortization | |||||||||||
| Non-cash asset impairment charges | |||||||||||
| Gain on disposals of properties, plants and equipment, net | ( | ( | |||||||||
| Loss on disposals of businesses, net | |||||||||||
| Unrealized foreign exchange loss | |||||||||||
| Deferred income tax benefit | ( | ( | |||||||||
| 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: | |||||||||||
| Purchases of business, net of cash acquired | ( | ( | |||||||||
| Purchases of properties, plants and equipment | ( | ( | |||||||||
| Purchases of timber properties | ( | ( | |||||||||
| Payments for deferred purchase price of acquisitions | ( | ( | |||||||||
| Proceeds from the sale of properties, plants, equipment and other assets | |||||||||||
| Payments for the sale of businesses | ( | ||||||||||
| Proceeds from hedging derivatives | |||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of long-term debt | |||||||||||
| Payments on long-term debt | ( | ( | |||||||||
| Proceeds (payments) on short-term borrowings, net | ( | ||||||||||
| Proceeds from trade accounts receivable credit facility | |||||||||||
| Payments on trade accounts receivable credit facility | ( | ( | |||||||||
| Dividends paid to Greif, Inc. shareholders | ( | ( | |||||||||
| Dividends paid to noncontrolling interests | ( | ( | |||||||||
| Tax withholding payments for stock-based awards | ( | ( | |||||||||
| Other, net | ( | ( | |||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| Effects of exchange rates on cash | |||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
7
GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
| Three Months Ended April 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of January 31, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of April 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended April 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of October 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term incentive shares issued | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of April 30, 2025 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
8
| Three Months Ended April 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of January 31, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||
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 ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of April 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Six Months Ended April 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Greif, Inc. Equity | Non controlling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| (in millions, except for shares which are in thousands) | Common Shares | Amount | Treasury Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||
| As of October 31, 2023 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||
Derivative financial instruments, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum pension liability adjustment, net of $ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 ($ | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends paid to noncontrolling interests and other | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends earned on RSU shares | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Colleague stock purchase plan | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term incentive shares issued | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Restricted stock, directors | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| As of April 30, 2024 | $ | $ | ( | $ | $ | ( | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
9
GREIF, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The interim condensed consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Quarterly Reports on Form 10-Q and include all of the information and disclosures required by accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting. The preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amounts reported in the interim condensed consolidated financial statements and accompanying notes. Actual amounts could differ from those estimates.
The 2024 fiscal year of Greif, Inc. and its subsidiaries (the “Company”) began on November 1, 2023 and ended on October 31, 2024. Any references to the 2024 fiscal year or to any quarter of that year, relates to the fiscal year or quarter, as the case may be, ended October 31, 2024, unless otherwise stated. The Company is changing its fiscal year, effective for the 2025 fiscal year. The 2025 fiscal year began on November 1, 2024 and will end on September 30, 2025, and accordingly, will consist of eleven months. The Company’s fourth fiscal quarter of 2025 will be the two-month period ending September 30, 2025. Thereafter, the Company’s fiscal year will begin on October 1 and end on September 30 of the following year.
The information filed herein reflects all adjustments that are, in the opinion of management, necessary for a fair presentation of the interim condensed consolidated balance sheet as of April 30, 2025 and the condensed consolidated balance sheet as of October 31, 2024, the interim condensed consolidated statements of income, comprehensive income and changes in shareholders’ equity for the three and six months ended April 30, 2025 and 2024 and the interim condensed consolidated statements of cash flows for the six months ended April 30, 2025 and 2024 of the Company. The interim condensed consolidated financial statements include the accounts of Greif, Inc., all wholly-owned and consolidated subsidiaries and investments in limited liability companies, partnerships and joint ventures in which it has controlling influence or is the primary beneficiary. Non-majority owned entities include investments in limited liability companies, partnerships and joint ventures in which the Company does not have controlling interest and are accounted for using either the equity or cost method, as appropriate.
The unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended October 31, 2024 (the “2024 Form 10-K”).
Recast of Certain Prior Period Information
In December 2024, the Company announced changes to its reporting structure, moving to a material solution-based structure. The Company believes this structure will enable the Company to more efficiently utilize its robust scale and global network of facilities, align operations to capitalize on its deep subject matter expertise, enable further innovation and growth, and optimize cross-selling and margin expansion opportunities. This internal re-alignment has resulted in a change in the Company’s reportable segments. Prior period segment information for the 2024 fiscal year has been recast to conform to the way the Company internally manages and monitors its business during the 2025 fiscal year.
The recast of prior period information had no impact on the Company’s interim condensed consolidated balance sheets, interim condensed consolidated statements of income, interim condensed consolidated statements of comprehensive income, interim condensed consolidated statements of changes in shareholders’ equity and the interim condensed consolidated statements of cash flows.
Newly Adopted Accounting Standards
There have been no new accounting standards adopted since the filing of the 2024 Form 10-K that have significance, or potential significance, to the interim condensed consolidated financial statements.
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Tax Disclosures,” which is intended to improve the effectiveness of income tax disclosures. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year beginning October 1, 2025. The
10
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.
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 is for the fiscal year and interim periods beginning November 1, 2024 and October 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.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which is intended to improve disclosures related to the Company’s certain income statement expenses. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The effective date for the Company to adopt this ASU is for the fiscal year and interim periods beginning October 1, 2027 and October 1, 2028 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
2024 Acquisitions
Ipackchem Acquisition
The Company acquired Ipackchem Group SAS (“Ipackchem”) on March 26, 2024 (the “Ipackchem Acquisition”). Ipackchem is a global market leader in the production of high-performance plastic packaging, including premium barrier and non-barrier jerrycans and other small plastic containers. The total purchase price for this acquisition was $582.1 million. The Company incurred transaction costs of $8.9 million to complete this acquisition.
As of April 30, 2025, the Company had completed the determination of the fair value of assets acquired and liabilities assumed related to the Ipackchem Acquisition.
11
The following table summarizes the consideration transferred to acquire Ipackchem and the final valuation of identifiable assets acquired and liabilities assumed at the acquisition date:
| (in millions) | Amounts Recognized as of the Acquisition Date | Measurement Period Adjustments | Amount Recognized as of Acquisition Date (as Adjusted) | ||||||||
| Fair value of consideration transferred | |||||||||||
| Cash consideration | $ | $ | — | $ | |||||||
Recognized amounts of identifiable assets acquired and liabilities assumed | |||||||||||
| Cash and cash equivalents | $ | $ | — | $ | |||||||
| Accounts receivable | — | ||||||||||
| Inventories | — | ||||||||||
| Other current assets | ( | ||||||||||
| Intangibles | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Finance lease right-of-use assets | |||||||||||
| Other long-term assets | — | ||||||||||
| Properties, plants and equipment | ( | ||||||||||
Total assets acquired | |||||||||||
| Accounts payable | ( | — | ( | ||||||||
| Short-term borrowings | ( | — | ( | ||||||||
| Other current liabilities | ( | ( | |||||||||
| Operating lease liabilities | ( | ( | ( | ||||||||
| Finance lease liabilities | ( | ( | ( | ||||||||
| Long-term deferred tax liability | ( | ( | ( | ||||||||
| Other long-term liabilities | ( | ( | ( | ||||||||
Total liabilities assumed | ( | ( | ( | ||||||||
| Total identifiable net assets | $ | ( | |||||||||
| Goodwill | $ | $ | $ | ||||||||
The Company recognized goodwill related to this acquisition of $281.0 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. Ipackchem is reported within the Customized Polymer Solutions segment to which the goodwill was assigned. The goodwill is not deductible for tax purposes.
The cost approach was used to determine the fair value for land, 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 to land use rights, building and improvements a useful life ranging from 1 year to 21 years and equipment a useful life ranging from 1 year to 10 years. Acquired property, plant and equipment are being depreciated over their estimated remaining useful lives on a straight-line basis.
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 value for acquired developed technology 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 developed technology that existed on the acquisition date over their estimated lives. 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.
12
Acquired intangible assets are being amortized over the estimated useful lives on a straight-line basis. The following table summarizes the final purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired as of the acquisition date:
| (in millions) | Purchase Price Allocation | Weighted Average Estimated Useful Life | ||||||
| Customer relationships | $ | |||||||
| Developed technology | ||||||||
| Trademarks | ||||||||
| Total intangible assets | $ | |||||||
Pro Forma Results
The following unaudited supplemental pro forma data presents consolidated information as if the Ipackchem Acquisition had been completed on November 1, 2022. These amounts were calculated after adjusting Ipackchem’s results to reflect interest expense incurred on the debt to finance the acquisition, 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, 2022, the adjusted income tax expense, and related transaction costs.
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| (in millions, except per share amounts) | 2024 | 2024 | |||||||||||||||||||||
| 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 | $ | $ | |||||||||||||||||||||
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.
NOTE 3 — GOODWILL
In December 2024, the Company announced changes to its reporting structure, effective November 1, 2024, moving to a material solution-based structure. This internal re-alignment has resulted in a change in the Company’s reportable segments from three : Global Industrial Packaging; Paper Packaging & Services; and Land Management; to four : Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
Changes to the Company’s operating segments resulted in a change to the Company’s reporting units: Customized Polymer Solutions – Small Plastics/Jerrycans; Customized Polymer Solutions – Large/Medium Plastics; Customized Polymer Solutions – Intermediate Bulk Containers; Durable Metal Solutions; Sustainable Fiber Solutions – Boxboard & Converted; Sustainable Fiber Solutions – Containerboard & Corrugated; Sustainable Fiber Solutions – Land Management; and Integrated Solutions. As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value basis as of the first quarter of 2025.
In conjunction with the goodwill allocation described above, the Company tested its reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value.
13
The following table summarizes the changes in the carrying amount of goodwill by segment for the six months ended April 30, 2025:
| (in millions) | Global Industrial Packaging | Paper Packaging & Services | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Total | ||||||||||||||||||||||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Segment recast | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Goodwill acquired / Measurement period adjustment | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Currency translation | |||||||||||||||||||||||||||||||||||||||||
| Balance at April 30, 2025 | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
NOTE 4 — RESTRUCTURING CHARGES
The following is a reconciliation of the beginning and ending restructuring reserve balances for the six months ended April 30, 2025:
| (in millions) | Employee Separation Costs | Other Costs | Total | ||||||||||||||
| Balance at October 31, 2024 | $ | $ | $ | ||||||||||||||
| Costs incurred and charged to expense | |||||||||||||||||
| Costs paid or otherwise settled | ( | ( | ( | ||||||||||||||
| Balance at April 30, 2025 | $ | $ | $ | ||||||||||||||
The focus for restructuring activities in 2025 is to optimize operations to manage a historical period of industrial activity contraction while simultaneously transforming the Company’s internal processes and portfolio mix for optimal alignment to long-term profitable earnings growth.
During the three months ended April 30, 2025, the Company recorded restructuring charges of $11.2 million, as compared to $(6.8 ) million of restructuring charges recorded during the three months ended April 30, 2024. The restructuring activity for the three months ended April 30, 2025 consisted of $8.6 million in employee separation costs and $2.6 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.
During the six months ended April 30, 2025, the Company recorded restructuring charges of $13.9 million, as compared to $(1.1 ) million of restructuring charges recorded during the six months ended April 30, 2024. The restructuring activity for the six months ended April 30, 2025 consisted of $10.6 million in employee separation costs and $3.3 million in other restructuring costs, primarily consisting of professional fees and other fees associated with restructuring activities.
14
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-Q. Remaining amounts expected to be incurred were $25.9 million as of April 30, 2025:
| (in millions) | Total Amounts Expected to be Incurred | Amounts Incurred During the Six Months Ended April 30, 2025 | Amounts Remaining to be Incurred | ||||||||||||||
| Customized Polymer Solutions | |||||||||||||||||
| Employee separation costs | $ | $ | $ | ||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||
| Employee separation costs | $ | ||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||
| Employee separation costs | $ | ||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| Integrated Solutions | |||||||||||||||||
| Employee separation costs | |||||||||||||||||
| Other restructuring costs | |||||||||||||||||
| $ | $ | $ | |||||||||||||||
NOTE 5 — DEBT
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | $ | |||||||||
| 2023 Credit Agreement - Term Loan | |||||||||||
| 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
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.
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 that commenced on July 31, 2022 and continue 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, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that commenced on July 31, 2022 and
15
continue 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, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that commenced on April 30, 2024 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-4 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 March 25, 2024, the Company and certain of its subsidiaries entered into an incremental term loan agreement (the “Incremental Term Loan A-4 Agreement”) with a syndicate of financial institutions. The Incremental Term Loan A-4 Agreement is an amendment to the 2022 Credit Agreement. The Incremental Term Loan A-4 Agreement provided for a loan in the aggregate principal amount of $300.0 million that was made available in a single draw on March 25, 2024 (the “Incremental Term Loan A-4”). Amounts repaid or prepaid in respect of the Incremental Term Loan A-4 may not be reborrowed. The Incremental Term Loan A-4 amortizes at 2.50 % per annum in equal quarterly principal installments, with the remaining outstanding principal balance due on March 1, 2027. The terms and provisions of the Incremental Term Loan A-4 are identical in all material respects to the terms and provisions of the other term loans made under the 2022 Credit Agreement. The Company’s obligations with respect to the Incremental Term Loan A-4 are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis. The Company used the proceeds from the Incremental Term Loan A-4 to repay funds drawn on the revolving credit facility under the 2022 Credit Agreement for the purchase of Ipackchem on March 26, 2024.
Interest accruing under the 2022 Credit Agreement 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 the Company’s leverage ratio.
On May 17, 2023, the Company and Greif Packaging 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 a syndicate of financial institutions, of which CoBank, ACB (“CoBank”) acted as a lender and as the lead administrative agent. 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 on a pari passu basis with the 2022 Credit Agreement, with quarterly principal installments that commenced on July 31, 2023 and will continue 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 borrowings 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 April 30, 2025, $2,392.3 million was outstanding under the 2022 and 2023 Credit Agreements. The current portion was $95.8 million, and the long-term portion was $2,296.5 million. The weighted average interest rate for borrowings under the 2022 and 2023 Credit Agreements was 5.88 % for the six months ended April 30, 2025. The actual interest rate for borrowings under the 2022 and 2023 Credit Agreements was 6.06 % as of April 30, 2025. The deferred financing costs associated with the term loan portion of the 2022 and 2023 Credit Agreements totaled $5.6 million as of April 30, 2025 and are recorded as a reduction of long-term debt on the interim condensed consolidated balance sheets. The deferred financing costs associated with the revolving portion of the 2022 Credit Agreement totaled $1.9 million as of April 30, 2025 and are recorded within other long-term assets on the interim condensed consolidated balance sheets.
Short-Term Debt
Short-term debt is summarized as follows:
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| Accounts receivable credit facilities | |||||||||||
| Other debt | |||||||||||
Accounts Receivable Credit Facilities
16
Greif Receivables Funding LLC (“Greif Funding”), Greif Packaging, and certain other U.S. subsidiaries of the Company are parties to an amended and restated U.S. Receivables Financing Facility Agreement (the “U.S. RFA”). On May 16, 2025, the maturity date of the U.S. RFA was extended to May 15, 2026. The U.S. RFA provides an accounts receivable financing facility of $290.0 million. As of April 30, 2025, there was a $274.3 million ($273.7 million as of October 31, 2024) outstanding under the U.S. RFA. The weighted average interest rate for borrowings under the U.S. RFA was 5.46 % for the six months ended April 30, 2025.
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.
Cooperage Receivables Finance B.V. and Greif Services Belgium BV, an indirect wholly owned subsidiary of Greif, Inc., are parties to an amended and restated Nieuw Amsterdam Receivables Financing Agreement (the “European RFA”) with affiliates of a major international bank. On April 1, 2025, the maturity date of the European RFA was extended to April 21, 2026. The European RFA provides an accounts receivable financing facility of up to €100.0 million ($114.2 million as of April 30, 2025) secured by certain European accounts receivable. As of April 30, 2025, $107.0 million ($84.2 million as of October 31, 2024) was outstanding under the European RFA. The weighted average interest rate for borrowings under the European RFA was 4.01 % for the six months ended April 30, 2025.
NOTE 6 — FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
The following table presents the fair value for those assets and (liabilities) measured on a recurring basis as of April 30, 2025 and October 31, 2024:
| April 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Interest rate derivatives | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Foreign exchange hedges | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Insurance annuity | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| October 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||
| Assets | Liabilities | ||||||||||||||||||||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||||||||||||||
| Interest rate derivatives | $ | $ | $ | $ | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||||||||||||||||
| Foreign exchange hedges | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Insurance annuity | |||||||||||||||||||||||||||||||||||||||||||||||
| Cross currency swap | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
The carrying amounts of cash and cash equivalents, trade accounts receivable, accounts payable, current liabilities and short-term borrowings as of April 30, 2025 and October 31, 2024 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 April 30, 2025, the Company has various interest rate swaps with a total notional amount of $1,362.5 million ($1,400.0 million as of October 31, 2024), maturing between March 1, 2027 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 2.99 %. This effectively converted 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 is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line
17
item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. See Note 12 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income (loss). 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 reclassified to earnings under these contracts were $4.6 million and $8.9 million for the three months ended April 30, 2025, and 2024, respectively. Gains reclassified to earnings under these contracts were $10.2 million and $18.6 million for the six months ended April 30, 2025, and 2024, respectively. A derivative gain of $10.0 million, based upon interest rates at April 30, 2025, is expected to be reclassified from accumulated other comprehensive income 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 April 30, 2025, and October 31, 2024, the Company had outstanding foreign currency forward contracts in the notional amount of $112.5 million and $74.1 million, respectively.
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 are based on observable market pricing for similar instruments, principally foreign exchange futures contracts.
For the three months ended April 30, 2025, and 2024, the Company recorded realized gains of $1.1 million and $2.9 million, respectively, under fair value contracts in other expense, net. For the six months ended April 30, 2025, and 2024, the Company recorded realized gains of $0.9 million and $2.9 million, respectively, under fair value contracts in other expense, net.
For the three months ended April 30, 2025, and 2024, the Company recorded unrealized net losses of $0.8 million and $2.8 million, respectively, in other expense, net. For the six months ended April 30, 2025, and 2024, the Company recorded unrealized net losses of $0.7 million and $0.4 million, respectively, in other expense, net.
Cross Currency Swap
The Company has operations and investments in various international locations and is subject to risks associated with changing foreign exchange rates. As of April 30, 2025, the Company has various cross currency interest rate swaps that synthetically swap $534.9 million ($447.6 million as of October 31, 2024) of U.S. fixed rate debt to Euro denominated fixed rate debt. The Company receives a weighted average rate of 1.64 % on these swaps. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between October 5, 2026 and November 3, 2028.
The gain or loss on these net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income (loss) until the net investment is sold, diluted, or liquidated. See Note 12 to the interim condensed consolidated financial statements for additional disclosures of the aggregate gain or loss included within other comprehensive income (loss). 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 three months ended April 30, 2025 and 2024, gains recorded in interest expense, net under the cross currency swap agreements were $1.7 million and $1.6 million, respectively. For the six months ended April 30, 2025 and 2024, gains recorded in interest expense, net under the cross currency swap agreements were $3.3 million and $3.5 million, respectively.
During the first quarter of 2025, the Company executed a cash settlement of certain cross-currency swap contracts and simultaneously entered into new cross-currency swaps at prevailing market rates. The net cash settlement from restriking these swaps resulted in a cash receipt of $22.5 million of which $11.5 million related to cross-currency swap contracts designated as net investment hedges and $11.0 million related to cross-currency swap contracts designated as cash flow hedges.
18
The net investment hedges that were settled resulted in a final gain of $11.3 million, which is included in the foreign currency translation component of other comprehensive income (“OCI”) and the final OCI balance on these transactions is maintained on the balance sheet until the underlying hedged subsidiary is either sold or substantially liquidated. For the cash flow hedges that were settled, the gain will be recognized to income, through interest expense, over time through an amortization of the remaining OCI balance at termination. This OCI balance amounted to $1.8 million and will be recognized on a straight-line basis to the income statement through the transaction’s original maturity date of October 5, 2026.
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 Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures.”
Non-Recurring Fair Value Measurements
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 and net assets held for sale for the three months ended April 30, 2025 and 2024:
| Quantitative Information about Level 3 Fair Value Measurements | |||||||||||||||||||||||
| (in millions) | Impairment Amount | Valuation Technique | Unobservable Input | Range of Input Values | |||||||||||||||||||
| April 30, 2025 | |||||||||||||||||||||||
| Net Assets Held for Sale | $ | Indicative Bids | Indicative Bids | N/A | |||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
| April 30, 2024 | |||||||||||||||||||||||
| Long Lived Assets | $ | Discounted Cash Flows; Indicative Bids | Discounted Cash Flows; Indicative Bids | N/A | |||||||||||||||||||
| Total | $ | ||||||||||||||||||||||
For six months ended April 30, 2025, the Company wrote down long-lived assets with a carrying value of $44.3 million to a fair value of $24.6 million, resulting in recognized asset impairment charges of $19.7 million. These charges include $0.7 million related to properties, plants and equipment, net, in the Customized Polymer Solutions reportable segment, $2.2 million related to properties, plants and equipment, net, in the Durable Metal Solutions reportable segment, $16.4 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment, $0.2 million related to properties, plants and equipment, net in the Integrated Solutions reportable segment and $0.2 million related to definite-lived intangibles in the Integrated Solutions reportable segment. For six months ended April 30, 2025, the Company also recognized impairment charges of $4.7 million related to net assets held for sale in the Sustainable Fiber Solutions reportable segment.
For six months ended April 30, 2024, the Company wrote down long-lived assets with a carrying value of $4.0 million to a fair value of $2.3 million, resulting in recognized asset impairment charges of $1.7 million. These charges include $0.4 million related to properties, plants and equipment, net, in the Durable Metal Solutions reportable segment and $1.3 million related to properties, plants and equipment, net, in the Sustainable Fiber Solutions reportable segment.
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.
19
NOTE 7 – STOCK-BASED COMPENSATION
Long-Term Incentive Plan
The Company granted 123,800 restricted stock units (“RSUs”) on December 13, 2024, for the performance period commencing on November 1, 2024 and ending September 30, 2027. The weighted average fair value of the RSUs granted on that date was $66.61 .
During 2025, the Company issued 49,269 shares of Class A Common Stock, which excludes shares withheld for the payment of taxes owed by recipients for RSUs vested, for the performance period commenced on November 1, 2021 and ended October 31, 2024.
The Company granted 215,953 performance stock units (“PSUs”) on December 13, 2024, for the performance period commencing on November 1, 2024 and ending September 30, 2027. If earned, the PSUs are to be awarded in shares of Class A Common Stock. The weighted average fair value of the PSUs granted on that date was $61.19 .
During 2025, the Company issued 161,641 shares of Class A Common Stock, which excludes shares withheld for the payment of taxes owed by recipients for PSUs vested, for the performance period commenced on November 1, 2021 and ended October 31, 2024.
NOTE 8 — INCOME TAXES
Income tax expense for the quarter and year-to-date was calculated according to ASC 740-270, “Income Taxes - Interim Reporting.” This method uses forecasted annual earnings and other amounts, such as uncertain tax positions and withholding taxes, to estimate annual tax expense. Losses from jurisdictions with a valuation allowance are excluded from the annual estimated tax rate. Each quarter’s income tax expense is based on the year-to-date annual estimated tax rate, adjusted for discrete taxable events during the interim period.
For the six months ended April 30, 2025 and 2024, income tax expense (benefit) was $37.6 million and $(21.2 ) million, respectively. The $58.8 million increase in income tax expense was primarily due to a significant one-time discrete tax benefit in 2024 from recognizing deferred tax assets related to the onshoring of certain intangible property.
As part of the Ipackchem Acquisition, a deferred tax liability of $63.6 million has been recorded through purchase accounting. This liability arises from the temporary differences between the fair value of the acquired assets and liabilities and their respective tax basis through the measurement period. The primary components of the deferred tax liability include intangible assets, property, plant and equipment, and inventory. The goodwill is not deductible for tax purposes.
NOTE 9 — POST RETIREMENT BENEFIT PLANS
The components of net periodic pension cost include the following:
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Service cost | $ | $ | $ | $ | |||||||||||||||||||
| Interest cost | |||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | |||||||||||||||||||
Amortization of prior service benefit | ( | ( | ( | ( | |||||||||||||||||||
| Recognized net actuarial loss (gain) | ( | ( | |||||||||||||||||||||
| Net periodic pension benefit | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The Company expects to make employer contributions of $5.9 million, including benefits paid directly by the Company, during 2025.
The components of net periodic pension cost and net periodic post-retirement benefit, other than the service cost components, are included in the line item “Other expense, net” in the interim condensed consolidated statements of income.
20
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 interim condensed consolidated financial statements.
The Company may 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 April 30, 2025, and October 31, 2024, the Company’s environmental reserves were $19.8 million and $19.1 million, respectively (including $9.8 million for the Diamond Alkali Superfund Site in the New Jersey). 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. It is possible that there could be resolution of uncertainties in the future that would require the Company to record charges that could be material to future earnings.
The Company’s exposure to adverse developments with respect to any individual site is not expected to be material. Although environmental remediation could have a material effect on results of operations if a series of adverse developments occur in a particular quarter or year, the Company believes that the chance of a series of adverse developments occurring in the same quarter or year is remote. Future information and developments will require the Company to continually reassess the expected impact of these environmental matters.
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.
21
The Company calculates EPS as follows:
| Basic Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class A Shares Outstanding | |||||||||||||||||||
| Diluted Class A EPS | = | 40% * Average Class A Shares Outstanding | * | Undistributed Net Income | + | Class A Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Diluted Class A Shares Outstanding | |||||||||||||||||||
| Basic Class B EPS | = | 60% * Average Class B Shares Outstanding | * | Undistributed Net Income | + | Class B Dividends Per Share | ||||||||||||||
| 40% * Average Class A Shares Outstanding + 60% * Average Class B Shares Outstanding | Average Class B Shares Outstanding | |||||||||||||||||||
*Diluted Class B EPS calculation is identical to Basic Class B calculation
The following table provides EPS information for each period, respectively:
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Numerator for basic and diluted EPS | |||||||||||||||||||||||
| Net income attributable to Greif, Inc. | $ | $ | $ | $ | |||||||||||||||||||
| Cash dividends | ( | ( | ( | ( | |||||||||||||||||||
| Undistributed earnings attributable to Greif, Inc. | $ | $ | $ | ( | $ | ||||||||||||||||||
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.
The following table summarizes the shares of the Company’s Class A and Class B Common Stock as of the specified dates:
| Authorized Shares | Issued Shares | Outstanding Shares | Treasury Shares | ||||||||||||||||||||
| April 30, 2025 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
| October 31, 2024 | |||||||||||||||||||||||
| Class A Common Stock | |||||||||||||||||||||||
| Class B Common Stock | |||||||||||||||||||||||
22
The following is a reconciliation of the shares used to calculate basic and diluted earnings per share:
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Class A Common Stock: | |||||||||||||||||||||||
| Basic shares | |||||||||||||||||||||||
| Assumed conversion of restricted shares | |||||||||||||||||||||||
| Diluted shares | |||||||||||||||||||||||
| Class B Common Stock: | |||||||||||||||||||||||
| Basic and diluted shares | |||||||||||||||||||||||
NOTE 12 — COMPREHENSIVE INCOME (LOSS)
The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, 2025:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of October 31, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of April 30, 2025 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The following table provides the rollforward of accumulated other comprehensive income (loss) for the six months ended April 30, 2024:
| (in millions) | Foreign Currency Translation | Derivative Financial Instruments | Minimum Pension Liability Adjustment | Accumulated Other Comprehensive Income (Loss) | |||||||||||||||||||
| Balance as of October 31, 2023 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Balance as of April 30, 2024 | $ | ( | $ | $ | ( | $ | ( | ||||||||||||||||
The components of accumulated other comprehensive income (loss) above are presented net of tax, as applicable.
NOTE 13 — BUSINESS SEGMENT INFORMATION
As previously described, effective November 1, 2024, the Company implemented changes to its reporting structure, moving to a material solution-based structure. The Company realigned its organizational structure to four operating segments and four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
The Company’s reportable business segments offer different products and services. The products and services included in each of these reportable segments are as follows:
•Customized Polymer Solutions: Operations in the Customized Polymer Solutions reportable segment involve the production and sale of a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics. The polymer-based packaging products and services are sold on a global basis to customers in industries such as chemicals, food and beverage, agricultural, pharmaceutical and mineral products, among others.
•Durable Metal Solutions: Operations in the Durable Metal Solutions reportable segment involve the production and sale of metal-based packaging products, including a wide variety of steel drums. The metal-based packaging products are sold on a global basis to customers in industries such as chemicals, petroleum, agriculture and paints and coatings, among others.
23
•Sustainable Fiber Solutions: Operations in the Sustainable Fiber Solutions reportable segment involve the production and sale of fiber-based packaging products, including fiber drums, containerboard, corrugated sheets, corrugated containers, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from containerboard, uncoated recycled board and coated recycled board. The fiber-based packaging products are sold in North America in industries such as packaging, automotive, construction, food and beverage and building products. In addition, this reportable segment is involved in the management and sale of timber, timberland and special use properties in the southeastern United States.
•Integrated Solutions: Operations in the Integrated Solutions reportable segment involve the production and sale of complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives, which can be used in containerboard and paperboard products. These products and services are used internally by the Company and are also sold to external customers.
The Company’s Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The Company’s CODM reviews financial information presented on material solution-based operating segments for purposes of making operating decisions and assessing financial performance. Intercompany balances were eliminated in consolidation and are not reviewed when evaluating segment performance.
The accounting policies of the reportable business segments are substantially the same as those described in the “Basis of Presentation and Summary of Significant Accounting Policies” note in the 2024 Form 10-K.
The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2025:
| Three Months Ended April 30, 2025 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended April 30, 2025 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
24
The following tables present net sales disaggregated by geographic area for each reportable segment for the three and six months ended April 30, 2024:
| Three Months Ended April 30, 2024 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Six Months Ended April 30, 2024 | |||||||||||||||||||||||
| (in millions) | United States | Europe, Middle East and Africa | Asia Pacific and Other Americas | Total | |||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||||||||||
The following segment information is presented for the periods indicated:
| Three Months Ended April 30, | Six Months Ended April 30, | ||||||||||||||||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Operating profit: | |||||||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total operating profit | $ | $ | $ | $ | |||||||||||||||||||
| Depreciation, depletion and amortization expense: | |||||||||||||||||||||||
| Customized Polymer Solutions | $ | $ | $ | $ | |||||||||||||||||||
| Durable Metal Solutions | |||||||||||||||||||||||
| Sustainable Fiber Solutions | |||||||||||||||||||||||
| Integrated Solutions | |||||||||||||||||||||||
| Total depreciation, depletion and amortization expense | $ | $ | $ | $ | |||||||||||||||||||
25
The following table presents total assets by segment and total properties, plants and equipment, net by geographic area:
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| Assets: | |||||||||||
| Customized Polymer Solutions | $ | $ | |||||||||
| Durable Metal Solutions | |||||||||||
| Sustainable Fiber Solutions | |||||||||||
| Integrated Solutions | |||||||||||
| Total segments | |||||||||||
| Corporate and other | |||||||||||
| Total assets | $ | $ | |||||||||
| Property, plant and equipment, net and lease right-of-use assets: | |||||||||||
| United States | $ | $ | |||||||||
| Europe, Middle East and Africa | |||||||||||
| Asia Pacific and other Americas | |||||||||||
| Total long-lived assets, net | $ | $ | |||||||||
NOTE 14 — SUBSEQUENT EVENTS
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The terms “Greif,” “our Company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries.
Our 2024 fiscal year began on November 1, 2023 and ended on October 31, 2024. Any references in unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the 2024 fiscal year or to any quarter of that year, relates to the fiscal year or quarter, as the case may be, ended October 31, 2024, unless otherwise stated. We are changing our fiscal year, effective for the 2025 fiscal year. The 2025 fiscal year began on November 1, 2024 and will end on September 30, 2025, and accordingly, will consist of eleven months. Our fourth fiscal quarter of 2025 will be the two-month period ending September 30, 2025. Thereafter, Our fiscal year will begin on October 1 and end on September 30 of the following year.
The discussion and analysis presented below relates to the material changes in financial condition and results of operations for the interim condensed consolidated balance sheet as of April 30, 2025 and the condensed consolidated balance sheet as of October 31, 2024, and for the interim condensed consolidated statements of income for the three and six months ended April 30, 2025 and 2024. This discussion and analysis should be read in conjunction with the interim condensed consolidated financial statements that appear elsewhere in this Form 10-Q and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (the “2024 Form 10-K”). Readers are encouraged to review the entire 2024 Form 10-K, as it includes information regarding Greif not discussed in this Form 10-Q. This information will assist in your understanding of the discussion of our current period financial results.
All statements, other than statements of historical facts, included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs, goals, trends, and plans and objectives of management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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-Q are based on assumptions, expectations, and other information currently available to management. 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 our actual results to differ materially from those forecasted, projected or anticipated, whether expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to, the following: (i) historically, our business has been sensitive to changes in general economic or business conditions, (ii) our global operations subject us to political risks, instability and currency exchange that could adversely affect our results of operations, (iii) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business, (iv) the continuing consolidation of our customer base and suppliers may intensify pricing pressure, (v) we operate in highly competitive industries, (vi) our business is sensitive to changes in industry demands and customer preferences, (vii) raw material shortages, price fluctuations, global supply chain disruptions and high inflation may adversely impact our results of operations, (viii) energy and transportation price fluctuations and shortages may adversely impact our manufacturing operations and costs, (ix) we may encounter difficulties or liabilities arising from acquisitions or divestitures, (x) we may incur additional rationalization costs and there is no guarantee that our efforts to reduce costs will be successful, (xi) several operations are conducted by joint ventures that we cannot operate solely for our benefit, (xii) certain of the agreements that govern our joint ventures provide our partners with put or call options, (xiii) our ability to attract, develop and retain talented and qualified employees, managers and executives is critical to our success, (xiv) our business may be adversely impacted by work stoppages and other labor relations matters, (xv) 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, (xvi) our business depends on the uninterrupted operations of our facilities, systems and business functions, including our information technology and other business systems, (xvii) a cyber-attack, security breach of customer, employee, supplier or our 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, (xviii) we could be subject to changes to our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (xix) we have a significant amount of goodwill and long-lived assets which, if impaired in the future, would adversely impact our results of operations, (xx) changing climate, global climate change regulations and greenhouse gas effects may adversely affect our operations and financial performance, (xxi) we may be unable to achieve our
27
greenhouse gas emission reduction target by 2030, (xxii) legislation/regulation related to environmental and health and safety matters could negatively impact our operations and financial performance, (xxiii) product liability claims and other legal proceedings could adversely affect our operations and financial performance, and (xxiv) 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.
Forward looking statements are subject to risks and uncertainties that could cause our actual results to differ materially from those forecasted or anticipated, whether expressed in or implied by the statements. For a detailed discussion of the most significant risks and uncertainties that could cause our actual results to differ materially from those forecasted, projected, or anticipated, see “Risk Factors” in Part I, Item 1A of our 2024 Form 10-K and our other filings with the United States Securities and Exchange Commission (“SEC”).
All forward-looking statements made in this Form 10-Q 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.
BUSINESS SEGMENTS
As previously announced, effective November 1, 2024, we implemented changes to our reporting structure, moving to a material solution-based structure. We realigned our organizational structure to operate in four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
In the Customized Polymer Solutions reportable segment, we produce and sell a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics. Our polymer-based packaging products and services are sold on a global basis to customers in industries such as chemicals, food and beverage, agricultural, pharmaceutical and mineral products, among others.
In the Durable Metal Solutions reportable segment, we produce and sell metal-based packaging products, including a wide variety of steel drums. Our metal-based packaging products are sold on a global basis to customers in industries such as chemicals, petroleum, agriculture and paints and coatings, among others.
In the Sustainable Fiber Solutions reportable segment, we produce and sell fiber-based packaging products, including fiber drums, containerboard, corrugated sheets, corrugated containers, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from containerboard, uncoated recycled board and coated recycled board. Our fiber-based packaging products are sold in North America in industries such as packaging, automotive, construction, food and beverage and building products. In addition, this reportable segment is involved in the management and sale of timber, timberland and special use properties in the southeastern United States.
In the Integrated Solutions reportable segment, we produce and sell complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our containerboard and paperboard products. These products and services are used internally by us and are also sold to external customers.
CRITICAL ACCOUNTING POLICIES
The discussion and analysis of our financial condition and results of operations are based upon our interim condensed consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these interim condensed 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 as of the date of our interim condensed consolidated financial statements.
Our critical accounting policies are discussed in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2024 Form 10-K. We believe that the consistent application of these policies enables us to provide readers of the interim condensed consolidated financial statements with useful and reliable information about our results of operations and financial condition. There have been no material changes to our critical accounting policies from the disclosures contained in the 2024 Form 10-K.
Valuation of Goodwill
In December 2024, we announced changes to our reporting structure, effective November 1, 2024, moving to a material solution-based structure. This internal re-alignment has resulted in a change in our reportable segments from three: Global
28
Industrial Packaging; Paper Packaging & Services; and Land Management; to four: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
Changes to the Company’s operating segments resulted in a change to the Company’s reporting units: Customized Polymer Solutions – Small Plastics/Jerrycans; Customized Polymer Solutions – Large/Medium Plastics; Customized Polymer Solutions – Intermediate Bulk Containers; Durable Metal Solutions; Sustainable Fiber Solutions – Boxboard & Converted; Sustainable Fiber Solutions – Containerboard & Corrugated; Sustainable Fiber Solutions – Land Management; and Integrated Solutions. As a result of this segment realignment, the Company allocated goodwill to the reporting units existing under the new organizational structure on a relative fair value in the first quarter of 2025.
In conjunction with the goodwill allocation described above, we tested our reporting units for potential impairment immediately before and after the segment realignment and concluded that the estimated fair value of each reporting unit exceeded its respective carrying value.
For the Customized Polymer Solutions – Small Plastics/Jerrycans reporting unit, the fair value of the reporting unit exceeded the carrying value by 2%, so no impairment was deemed to exist. The low headroom is expected due to various acquisitions related to this reporting unit in recent years. We expect the headroom of this reporting unit to grow after synergies from those acquisitions are realized and the acquired businesses are fully integrated into our network.
For all other reporting units with goodwill balances, the fair value exceeded the carrying value by at least 26%, so no impairment was deemed to exist.
The following table summarizes the carrying amount of goodwill by reporting unit as of April 30, 2025 and October 31, 2024 (recasted from the 2024 10-K by allocating goodwill to reporting units under the new organizational structure on a relative fair value basis):
| Goodwill Balance | ||||||||||||||
| (in millions) | April 30, 2025 | October 31, 2024 | ||||||||||||
| Customized Polymer Solutions | ||||||||||||||
| Small Plastics/Jerrycans | $ | 366.4 | $ | 357.7 | ||||||||||
| Large/Medium Plastics | 130.1 | 128.0 | ||||||||||||
| Intermediate Bulk Containers | 126.9 | 122.2 | ||||||||||||
| Durable Metal Solutions | 413.4 | 401.8 | ||||||||||||
| Sustainable Fiber Solutions | ||||||||||||||
| Boxboard & Converted | 475.9 | 475.9 | ||||||||||||
| Containerboard & Corrugated | 298.2 | 298.2 | ||||||||||||
| Integrated Solutions | 176.5 | 169.9 | ||||||||||||
| Total | $ | 1,987.4 | $ | 1,953.7 | ||||||||||
| *The Sustainable Fiber Solutions: Land Management reporting unit has no goodwill balance at either reporting period. | ||||||||||||||
Recently Issued and Newly Adopted Accounting Standards
See Note 1 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for a detailed description of recently issued and newly adopted accounting standards.
RESULTS OF OPERATIONS
The following comparative information is presented for the three and six months ended April 30, 2025 and 2024. Historical revenues and earnings may or may not be representative of future operating results as a result of various economic and other factors.
Items that could have a significant impact on the financial statements include the risks and uncertainties listed in Part I, Item 1A — Risk Factors, of the 2024 Form 10-K. Actual results could differ materially using different estimates and assumptions, or if conditions are significantly different in the future.
29
The non-GAAP financial measure of Adjusted EBITDA is used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, Adjusted EBITDA is defined as net income, plus interest expense, net, plus other (income) expense, net, plus income tax (benefit) expense, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs. Since we do not calculate net income by reportable segment, Adjusted EBITDA by reportable segment is reconciled to operating profit by reportable segment. In that case, Adjusted EBITDA is defined as operating profit by reportable segment, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense, plus acquisition and integration related costs, plus restructuring and other charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus other costs, for that reportable segment.
We use Adjusted EBITDA as a financial measure to evaluate our historical and ongoing operations and believe that this non-GAAP financial measure is 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.
30
Second Quarter Results
The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the three months ended April 30, 2025 and 2024:
| Three Months Ended April 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales: | |||||||||||
| Customized Polymer Solutions | $ | 329.3 | $ | 285.6 | |||||||
| Durable Metal Solutions | 378.9 | 413.7 | |||||||||
| Sustainable Fiber Solutions | 599.1 | 580.1 | |||||||||
| Integrated Solutions | 78.4 | 91.6 | |||||||||
| Total net sales | $ | 1,385.7 | $ | 1,371.0 | |||||||
| Operating profit: | |||||||||||
| Customized Polymer Solutions | $ | 25.8 | $ | 6.3 | |||||||
| Durable Metal Solutions | 54.1 | 56.5 | |||||||||
| Sustainable Fiber Solutions | 25.9 | 18.9 | |||||||||
| Integrated Solutions | 12.8 | 16.4 | |||||||||
| Total operating profit | $ | 118.6 | $ | 98.1 | |||||||
| Adjusted EBITDA: | |||||||||||
| Customized Polymer Solutions | $ | 53.4 | $ | 34.9 | |||||||
| Durable Metal Solutions | 63.7 | 64.5 | |||||||||
| Sustainable Fiber Solutions | 79.5 | 49.5 | |||||||||
| Integrated Solutions | 17.3 | 20.8 | |||||||||
| Total Adjusted EBITDA | $ | 213.9 | $ | 169.7 | |||||||
The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the three months ended April 30, 2025 and 2024:
| Three Months Ended April 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | 54.5 | $ | 52.0 | |||||||
| Plus: interest expense, net | 34.9 | 30.2 | |||||||||
| Plus: other income, net | (0.2) | (0.4) | |||||||||
| Plus: income tax expense | 29.8 | 17.0 | |||||||||
| Plus: equity earnings of unconsolidated affiliates, net of tax | (0.4) | (0.7) | |||||||||
| Operating profit | 118.6 | 98.1 | |||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | (0.4) | (0.7) | |||||||||
| Plus: depreciation, depletion and amortization expense | 66.4 | 65.9 | |||||||||
| Plus: acquisition and integration related costs | 2.0 | 11.5 | |||||||||
| Plus: restructuring and other charges | 14.6 | (6.8) | |||||||||
| Plus: non-cash asset impairment charges | 10.7 | 0.4 | |||||||||
| Plus: loss (gain) on disposal of properties, plants and equipment, net | 0.5 | (0.3) | |||||||||
| Plus: loss on disposal of businesses, net | 0.5 | — | |||||||||
| Plus: other costs* | 0.2 | 0.2 | |||||||||
| Adjusted EBITDA | $ | 213.9 | $ | 169.7 | |||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||
31
The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended April 30, 2025 and 2024:
| Three Months Ended April 30, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 25.8 | $ | 54.1 | $ | 25.9 | $ | 12.8 | $ | 118.6 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.4) | (0.4) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 23.1 | 7.1 | 33.7 | 2.5 | 66.4 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 2.0 | — | — | — | 2.0 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 1.7 | 1.7 | 10.5 | 0.7 | 14.6 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | 0.7 | 0.7 | 8.9 | 0.4 | 10.7 | ||||||||||||||||||||||||
| Plus: loss on disposal of properties, plants and equipment, net | — | — | 0.5 | — | 0.5 | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | — | — | — | 0.5 | 0.5 | ||||||||||||||||||||||||
| Plus: other costs* | 0.1 | 0.1 | — | — | 0.2 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 53.4 | $ | 63.7 | $ | 79.5 | $ | 17.3 | $ | 213.9 | |||||||||||||||||||
| Three Months Ended April 30, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 6.3 | $ | 56.5 | $ | 18.9 | $ | 16.4 | $ | 98.1 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.7) | (0.7) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 17.5 | 7.2 | 37.9 | 3.3 | 65.9 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 11.2 | — | 0.3 | — | 11.5 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 0.2 | 0.3 | (7.6) | 0.3 | (6.8) | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | — | 0.4 | — | — | 0.4 | ||||||||||||||||||||||||
| Plus: (gain) loss on disposal of properties, plants and equipment, net | (0.3) | 0.1 | (0.2) | 0.1 | (0.3) | ||||||||||||||||||||||||
| Plus: other costs* | — | — | 0.2 | — | 0.2 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 34.9 | $ | 64.5 | $ | 49.5 | $ | 20.8 | $ | 169.7 | |||||||||||||||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||||||||||||||||||||
Net Sales
Net sales were $1,385.7 million for the second quarter of 2025 compared with $1,371.0 million for the second quarter of 2024. The $14.7 million increase was primarily due to $15.2 million from higher average selling prices. See the “Segment Review” below for additional information on net sales by segment.
Gross Profit
Gross profit was $319.5 million for the second quarter of 2025 compared with $270.1 million for the second quarter of 2024. The $49.4 million increase was primarily due to the same factors that impacted net sales and lower raw material costs. See the “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 23.1 percent and 19.7 percent for the second quarter of 2025 and 2024, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative (“SG&A”) expenses were $172.6 million for the second quarter of 2025 compared with $167.2 million for the second quarter of 2024. The $5.4 million increase was primarily related to recent acquisitions. SG&A expenses were 12.5 percent and 12.2 percent of net sales for the second quarter of 2025 and 2024, respectively.
32
Financial Measures
Operating profit was $118.6 million for the second quarter of 2025 compared with $98.1 million for the second quarter of 2024. Net income was $54.5 million for the second quarter of 2025 compared with $52.0 million for the second quarter of 2024. Adjusted EBITDA was $213.9 million for the second quarter of 2025 compared with $169.7 million for the second quarter of 2024. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the “Segment Review.”
Trends
While volumes have improved year over year across some geographies and product groups, we have not identified, and do not anticipate, any compelling customer demand inflection on the horizon. We expect prices for steel and resin to be relatively stable for the remainder of the year, apart from any potential tariff impact. We also expect prices for old corrugated containers and other direct materials, as well as prices for transportation, labor and utilities, to remain relatively stable through the remainder of the year.
Segment Review
Key factors influencing profitability for our segments include:
•Selling prices, product mix, customer demand, and sales volumes;
•Raw material costs, primarily steel, resin, containerboard, old corrugated containers and used industrial packaging for reconditioning;
•Energy and transportation costs;
•Benefits from executing the Greif Business System 2.0;
•Restructuring charges;
•Acquisition of businesses and facilities;
•Divestiture of businesses and facilities; and
•Impact of foreign currency translation.
Customized Polymer Solutions
Our Customized Polymer Solutions segment offers a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics.
Net sales were $329.3 million for the second quarter of 2025 compared with $285.6 million for the second quarter of 2024. The $43.7 million increase was primarily due to $38.8 million of contributions from recent acquisitions.
Gross profit was $76.7 million for the second quarter of 2025 compared with $55.5 million for the second quarter of 2024. The $21.2 million increase in gross profit was primarily due to the same factors that impacted net sales, partially offset by higher raw material costs and higher manufacturing costs. Gross profit margin was 23.3 percent and 19.4 percent for the second quarter of 2025 and 2024, respectively.
Operating profit was $25.8 million for the second quarter of 2025 compared with $6.3 million for the second quarter of 2024. The $19.5 million increase was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $53.4 million for the second quarter of 2025 compared with $34.9 million for the second quarter of 2024. The $18.5 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit.
Durable Metal Solutions
Our Durable Metal Solutions segment produces and sells metal-based packaging products, including a wide variety of steel drums.
Net sales were $378.9 million for the second quarter of 2025 compared with $413.7 million for the second quarter of 2024. The $34.8 million decrease was primarily due to $18.6 million attributable to lower volumes, $12.3 million from lower average selling prices and negative foreign currency translation impacts.
33
Gross profit was $82.9 million for the second quarter of 2025 compared with $89.3 million for the second quarter of 2024. The $6.4 million decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by lower raw material costs. Gross profit margin was 21.9 percent and 21.6 percent for the second quarter of 2025 and 2024, respectively.
Operating profit was $54.1 million for the second quarter of 2025 compared with $56.5 million for the second quarter of 2024. The $2.4 million decrease was primarily due to the same factors that impacted gross profit and higher restructuring and other charges, partially offset by lower SG&A expenses related to lower incentive expenses due to performance. Adjusted EBITDA was $63.7 million for the second quarter of 2025 compared with $64.5 million for the second quarter of 2024. The $0.8 million decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross profit, partially offset by lower SG&A expenses related to lower incentive expenses due to performance.
Sustainable Fiber Solutions
Our Sustainable Fiber Solutions segment produces and sells fiber-based packaging products, including fiber drums, containerboard, corrugated sheets, corrugated containers, uncoated recycled board, coated recycled board, tubes and cores and specialty partitions made from containerboard, uncoated recycled board and coated recycled board. In addition, this reportable segment is involved in the management and sale of timber, timberland and special use properties in the southeastern United States.
Net sales were $599.1 million for the second quarter of 2025 compared with $580.1 million for the second quarter of 2024. The $19.0 million increase was primarily due to $29.0 million from higher published containerboard and boxboard prices, partially offset by $9.1 million attributable to lower volumes.
Gross profit was $132.7 million for the second quarter of 2025 compared with $93.7 million for the second quarter of 2024. The $39.0 million increase in gross profit was primarily due to the same factors that impacted net sales, along with lower raw material costs and lower manufacturing costs. Gross profit margin was 22.1 percent and 16.2 percent for the second quarter of 2025 and 2024, respectively.
Operating profit was $25.9 million for the second quarter of 2025 compared with $18.9 million for the second quarter of 2024. The $7.0 million increase was primarily due to the same factors that impacted gross profit, partially offset by higher SG&A expenses related to higher compensation expenses and costs incurred for strategic investments, higher restructuring and other charges and impairment charges related to plant closures. Adjusted EBITDA was $79.5 million for the second quarter of 2025 compared with $49.5 million for the second quarter of 2024. The $30.0 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit, partially offset by higher SG&A expenses related to higher compensation expenses and costs incurred for strategic investments.
Integrated Solutions
Our Integrated Solutions segment produces and sells complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services. In addition, this reportable segment participates in the purchase and sale of recycled fiber and the production and sale of adhesives, which can be used in our containerboard and paperboard products.
Net sales were $78.4 million for the second quarter of 2025 compared with $91.6 million for the second quarter of 2024. The $13.2 million decrease was primarily due to a $15.2 million impact from the divestiture of Delta Petroleum Company, Inc. (the “Delta Divestiture”) during the third quarter of 2024.
Gross profit was $27.2 million for the second quarter of 2025 compared with $31.6 million for the second quarter of 2024. The $4.4 million decrease in gross profit was primarily due to the Delta Divestiture. Gross profit margin was 34.7 percent and 34.5 percent for the second quarter of 2025 and 2024, respectively.
Operating profit was $12.8 million for the second quarter of 2025 compared with $16.4 million for the second quarter of 2024. The $3.6 million decrease was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $17.3 million for the second quarter of 2025 compared with $20.8 million for the second quarter of 2024. The $3.5 million decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross profit.
Income Tax Expense
Income tax expense for the second quarter of 2025 was $29.8 million compared with $17.0 million for the second quarter of 2024. The $12.8 million increase in income tax expense was primarily due to higher pre-tax book earnings, changes in the mix of earnings among tax jurisdictions, and other discrete tax expenses.
34
Year-to-Date Results
The following table sets forth the net sales, operating profit and Adjusted EBITDA for each of our business segments for the six months ended April 30, 2025 and 2024:
| Six Months Ended April 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net sales: | |||||||||||
| Customized Polymer Solutions | $ | 624.4 | $ | 513.6 | |||||||
| Durable Metal Solutions | 721.1 | 784.2 | |||||||||
| Sustainable Fiber Solutions | 1,160.5 | 1,108.9 | |||||||||
| Integrated Solutions | 145.5 | 170.1 | |||||||||
| Total net sales | $ | 2,651.5 | $ | 2,576.8 | |||||||
| Operating profit: | |||||||||||
| Customized Polymer Solutions | $ | 39.6 | $ | 18.0 | |||||||
| Durable Metal Solutions | 91.7 | 93.4 | |||||||||
| Sustainable Fiber Solutions | 29.5 | 27.1 | |||||||||
| Integrated Solutions | 17.7 | 28.5 | |||||||||
| Total operating profit | $ | 178.5 | $ | 167.0 | |||||||
| Adjusted EBITDA: | |||||||||||
| Customized Polymer Solutions | $ | 92.9 | $ | 60.7 | |||||||
| Durable Metal Solutions | 108.9 | 109.2 | |||||||||
| Sustainable Fiber Solutions | 131.0 | 102.5 | |||||||||
| Integrated Solutions | 26.2 | 34.3 | |||||||||
| Total Adjusted EBITDA | $ | 359.0 | $ | 306.7 | |||||||
The following table sets forth Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the six months ended April 30, 2025 and 2024:
| Six Months Ended April 30, | |||||||||||
| (in millions) | 2025 | 2024 | |||||||||
| Net income | $ | 68.9 | $ | 126.3 | |||||||
| Plus: interest expense, net | 72.6 | 54.4 | |||||||||
| Plus: other expense, net | 0.2 | 8.7 | |||||||||
| Plus: income tax expense (benefit) | 37.6 | (21.2) | |||||||||
| Plus: equity earnings of unconsolidated affiliates, net of tax | (0.8) | (1.2) | |||||||||
| Operating profit | 178.5 | 167.0 | |||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | (0.8) | (1.2) | |||||||||
| Plus: depreciation, depletion and amortization expense | 133.0 | 126.3 | |||||||||
| Plus: acquisition and integration related costs | 4.2 | 14.1 | |||||||||
| Plus: restructuring and other charges | 17.3 | (1.1) | |||||||||
| Plus: non-cash asset impairment charges | 24.4 | 1.7 | |||||||||
| Plus: gain on disposal of properties, plants and equipment, net | (1.1) | (3.0) | |||||||||
| Plus: loss on disposal of businesses, net | 1.4 | — | |||||||||
| Plus: other costs* | 0.5 | 0.5 | |||||||||
| Adjusted EBITDA | $ | 359.0 | $ | 306.7 | |||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||
35
The following table sets forth Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the six months ended April 30, 2025 and 2024:
| Six Months Ended April 30, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 39.6 | $ | 91.7 | $ | 29.5 | $ | 17.7 | $ | 178.5 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (0.8) | (0.8) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 46.0 | 13.9 | 68.0 | 5.1 | 133.0 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 4.2 | — | — | — | 4.2 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 2.2 | 2.2 | 12.1 | 0.8 | 17.3 | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | 0.7 | 2.2 | 21.1 | 0.4 | 24.4 | ||||||||||||||||||||||||
| Plus: (gain) loss on disposal of properties, plants and equipment, net | — | (1.2) | 0.1 | — | (1.1) | ||||||||||||||||||||||||
| Plus: loss on disposal of businesses, net | — | — | — | 1.4 | 1.4 | ||||||||||||||||||||||||
| Plus: other costs* | 0.2 | 0.1 | 0.2 | — | 0.5 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 92.9 | $ | 108.9 | $ | 131.0 | $ | 26.2 | $ | 359.0 | |||||||||||||||||||
| Six Months Ended April 30, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Customized Polymer Solutions | Durable Metal Solutions | Sustainable Fiber Solutions | Integrated Solutions | Consolidated | ||||||||||||||||||||||||
| Operating profit | $ | 18.0 | $ | 93.4 | $ | 27.1 | $ | 28.5 | $ | 167.0 | |||||||||||||||||||
| Less: equity earnings of unconsolidated affiliates, net of tax | — | — | — | (1.2) | (1.2) | ||||||||||||||||||||||||
| Plus: depreciation and amortization expense | 29.5 | 14.5 | 75.9 | 6.4 | 126.3 | ||||||||||||||||||||||||
| Plus: acquisition and integration related costs | 13.0 | — | 1.1 | — | 14.1 | ||||||||||||||||||||||||
| Plus: restructuring and other charges | 0.4 | 0.7 | (3.0) | 0.8 | (1.1) | ||||||||||||||||||||||||
| Plus: non-cash asset impairment charges | — | 0.4 | 1.3 | — | 1.7 | ||||||||||||||||||||||||
| Plus: (gain) loss on disposal of properties, plants and equipment, net | (0.3) | 0.1 | (0.2) | (2.6) | (3.0) | ||||||||||||||||||||||||
| Plus: other costs* | 0.1 | 0.1 | 0.3 | — | 0.5 | ||||||||||||||||||||||||
| Adjusted EBITDA | $ | 60.7 | $ | 109.2 | $ | 102.5 | $ | 34.3 | $ | 306.7 | |||||||||||||||||||
| *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses | |||||||||||||||||||||||||||||
Net Sales
Net sales were $2,651.5 million for the first six months of 2025 compared with $2,576.8 million for the first six months of 2024. The $74.7 million increase was primarily due to $97.2 million contributions from recent acquisitions, partially offset by a $26.5 million impact from the Delta Divestiture. See the “Segment Review” below for additional information on net sales by segment.
Gross Profit
Gross profit was $565.0 million for the first six months of 2025 compared with $491.7 million for the first six months of 2024. The $73.3 million increase was primarily due to the same factors that impacted net sales and lower raw material costs, partially offset by higher manufacturing costs. See “Segment Review” below for additional information on gross profit by segment. Gross profit margin was 21.3 percent and 19.1 percent for first six months of 2025 and 2024, respectively.
Selling, General and Administrative Expenses
SG&A expenses were $340.3 million for the first six months of 2025 compared with $313.0 million for the first six months of 2024. The $27.3 million increase in SG&A expenses was primarily related to higher compensation expenses and amortization
36
expenses due to recent acquisitions. SG&A expenses were 12.8 percent and 12.1 percent of net sales for first six months of 2025 and 2024, respectively.
Financial Measures
Operating profit was $178.5 million for the first six months of 2025 compared with $167.0 million for the first six months of 2024. Net income was $68.9 million for the first six months of 2025 compared with $126.3 million for the first six months of 2024. Adjusted EBITDA was $359.0 million for the first six months of 2025 compared with $306.7 million for the first six months of 2024. The reasons for the changes in operating profit, net income, and Adjusted EBITDA for each segment are described below in the “Segment Review.”
Segment Review
Customized Polymer Solutions
Net sales were $624.4 million for the first six months of 2025 compared with $513.6 million for the first six months of 2024. The $110.8 million increase in net sales was primarily due to $97.2 million of contributions from recent acquisitions.
Gross profit was $137.3 million for the first six months of 2025 compared with $99.7 million for the first six months of 2024. The $37.6 million increase in gross profit was primarily due to the same factors that impacted net sales, partially offset by higher raw material, transportation and manufacturing costs. Gross profit margin was 22.0 percent and 19.4 percent for the first six months of 2025 and 2024, respectively.
Operating profit was $39.6 million for the first six months of 2025 compared with $18.0 million for the first six months of 2024. The $21.6 million increase in operating profit was primarily due to the same factors that impacted gross profit, partially offset by higher SG&A expenses related to higher compensation expenses and amortization expenses from recent acquisitions. Adjusted EBITDA was $92.9 million for the first six months of 2025 compared with $60.7 million for the first six months of 2024. The $32.2 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit.
Durable Metal Solutions
Net sales were $721.1 million for the first six months of 2025 compared with $784.2 million for the first six months of 2024. The $63.1 million decrease in net sales was primarily due to $29.0 million attributable to lower volumes, $20.9 million of negative foreign currency translation impacts and lower average selling prices.
Gross profit was $146.0 million for the first six months of 2025 compared with $155.1 million for the first six months of 2024. The $9.1 million decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by lower raw material costs. Gross profit margin was 20.2 percent and 19.8 percent for the first six months of 2025 and 2024, respectively.
Operating profit was $91.7 million for the first six months of 2025 compared with $93.4 million for the first six months of 2024. The $1.7 million decrease in operating profit was primarily due to the same factors that impacted gross profit and higher restructuring and other charges, partially offset by lower SG&A expenses related to lower incentive expenses due to performance. Adjusted EBITDA was $108.9 million for the first six months of 2025 compared with $109.2 million for the first six months of 2024. The $0.3 million decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross profit, partially offset by lower SG&A expenses related to lower incentive expenses due to performance.
Sustainable Fiber Solutions
Net sales were $1,160.5 million for the first six months of 2025 compared with $1,108.9 million for the first six months of 2024. The $51.6 million increase in net sales was primarily due to $54.8 million from higher published containerboard and boxboard prices, partially offset by lower volume.
Gross profit was $236.1 million for the first six months of 2025 compared with $182.0 million for the first six months of 2024. The $54.1 million increase in gross profit was primarily due to the same factor that impacted net sales. Gross profit margin was 20.3 percent and 16.4 percent for the first six months of 2025 and 2024, respectively.
Operating profit was $29.5 million for the first six months of 2025 compared with $27.1 million for the first six months of 2024. The $2.4 million increase in operating profit was primarily due to the same factors that impacted gross profit, partially offset by higher SG&A expenses related to higher compensation expenses and costs incurred for strategic investments, higher restructuring and other charges and impairment charges related to plant closures. Adjusted EBITDA was $131.0 million for the
37
first six months of 2025 compared with $102.5 million for the first six months of 2024. The $28.5 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit, excluding impacts from depreciation and amortization, partially offset by higher SG&A expenses.
Integrated Solutions
Net sales were $145.5 million for the first six months of 2025 compared with $170.1 million for the first six months of 2024. The $24.6 million decrease in net sales was primarily due to a $26.5 million impact from the Delta Divestiture.
Gross profit was $45.6 million for the first six months of 2025 compared with $54.9 million for the first six months of 2024. The $9.3 million decrease in gross profit was primarily due to the Delta Divestiture. Gross profit margin was 31.3 percent and 32.3 percent for the first six months of 2025 and 2024, respectively.
Operating profit was $17.7 million for the first six months of 2025 compared with $28.5 million for the first six months of 2024. The $10.8 million decrease in operating profit was primarily due to the same factors that impacted gross profit. Adjusted EBITDA was $26.2 million for the first six months of 2025 compared with $34.3 million for the first six months of 2024. The $8.1 million decrease in Adjusted EBITDA was primarily due to the same factors that impacted gross profit.
Income tax expense
Income tax expense for the first six months of 2025 was $37.6 million compared with $21.2 million income tax benefit for the first six months of 2024, respectively. The $58.8 million increase in income tax expense was primarily due to a significant one-time discrete tax benefit in 2024 from recognizing deferred tax assets related to the onshoring of certain intangible property.
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
Six Months Ended April 30, (in millions) | 2025 | 2024 | |||||||||
| Net cash provided by operating activities | $ | 105.6 | $ | 92.0 | |||||||
| Net cash used in investing activities | (31.7) | (662.6) | |||||||||
| Net cash (used in) provided by financing activities | (53.7) | 584.9 | |||||||||
| Effects of exchange rates on cash | 34.8 | 0.8 | |||||||||
| Net increase in cash and cash equivalents | 55.0 | 15.1 | |||||||||
| Cash and cash equivalents at beginning of year | 197.7 | 180.9 | |||||||||
| Cash and cash equivalents at end of period | $ | 252.7 | $ | 196.0 | |||||||
Operating Activities
During the first six months of 2025 and 2024, cash used in change in accounts receivable was $(42.7) million and $(65.9) million, respectively. The favorable change in accounts receivable levels was primarily due to increased collection contributed from an increase in net sales.
During the first six months of 2025 and 2024, cash used in change in inventories was $(23.6) million and $(37.5) million, respectively. The favorable change in inventories was primarily due to decrease in raw material prices.
During the first six months of 2025 and 2024, cash provided by change in accounts payable was $3.3 million and $49.1 million, respectively. The unfavorable change in accounts payable levels was primarily due to increase in purchases primarily related to acquisitions and timing of payments.
38
Investing Activities
During the first six months of 2025 and 2024, we invested $65.7 million and $96.6 million, respectively, of cash in capital expenditures.
During the first six months of 2025, we received $22.5 million proceeds from a cash settlement of certain cross-currency swap contracts, of which $11.5 million related to cross-currency swap contracts designated as net investment hedges and $11.0 million related to cross-currency swap contracts designated as cash flow hedges.
During the first six months of 2024, we paid $567.6 million for purchases of businesses, net of cash acquired, primarily for the Ipackchem Acquisition.
Financing Activities
During the first six months of 2025 and 2024, we paid cash dividends to our stockholders in the amount of $62.4 million and $59.7 million, respectively.
During the first six months of 2025 and 2024, we borrowed $25.4 million and $670.3 million of debt, net of payments, respectively. The 2024 borrowing was primarily for the Ipackchem Acquisition.
Financial Obligations
Long-Term Debt
Long-term debt is summarized as follows:
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| 2022 Credit Agreement - Term Loans | $ | 1,663.4 | $ | 1,707.4 | |||||||
| 2023 Credit Agreement - Term Loan | 285.0 | 288.8 | |||||||||
| Accounts receivable credit facilities | — | 357.9 | |||||||||
| 2022 Credit Agreement - Revolving Credit Facility | 443.9 | 373.7 | |||||||||
| Other debt | — | 1.3 | |||||||||
| 2,392.3 | 2,729.1 | ||||||||||
| Less: current portion | 95.8 | 95.8 | |||||||||
| Less: deferred financing costs | 5.6 | 7.1 | |||||||||
| Long-term debt, net | $ | 2,290.9 | $ | 2,626.2 | |||||||
2022 Credit Agreement
We have 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 that continue 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, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that continue 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, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that continue through January 31, 2027, with any outstanding principal balance of such term loan A-4 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.
We have an incremental term loan agreement (the “Incremental Term Loan A-4 Agreement”) with a syndicate of financial institutions. The Incremental Term Loan A-4 Agreement is an amendment to the 2022 Credit Agreement. The Incremental Term Loan A-4 Agreement provided for a loan in the aggregate principal amount of $300.0 million that was made available in a single draw on March 25, 2024 (the “Incremental Term Loan A-4”). Amounts repaid or prepaid in respect of the Incremental Term Loan A-4 may not be reborrowed. The Incremental Term Loan A-4 amortizes at 2.50% per annum in equal quarterly
39
principal installments, with the remaining outstanding principal balance due on March 1, 2027. The terms and provisions of the Incremental Term Loan A-4 are identical in all material respects to the terms and provisions of the other term loans made under the 2022 Credit Agreement. Our obligations with respect to the Incremental Term Loan A-4 are secured and guaranteed with the other obligations under the 2022 Credit Agreement on a pari passu basis. We used the proceeds from the Incremental Term Loan A-4 to repay funds drawn on the revolving credit facility under the 2022 Credit Agreement for the purchase of Ipackchem on March 26, 2024.
Interest accruing under the 2022 Credit Agreement 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. As of April 30, 2025, we had $356.1 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 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, 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 4.50 to 1.00 through the quarter ending January 31, 2025, and thereafter 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 April 30, 2025, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement.
2023 Credit Agreement
We have a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with a syndicate of financial institutions. 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 on a pari passu basis with the 2022 Credit Agreement, with quarterly principal installments that continue through January 31, 2028, with any outstanding principal balance being due and payable at maturity on May 17, 2028. We used the borrowings 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 April 30, 2025, we were in compliance with the covenants and other agreements in the 2023 Credit Agreement.
40
Short-Term Debt
Short-term debt is summarized as follows:
| (in millions) | April 30, 2025 | October 31, 2024 | |||||||||
| Accounts receivable credit facilities | 381.3 | — | |||||||||
| Other debt | 7.2 | 18.6 | |||||||||
| 388.5 | 18.6 | ||||||||||
Accounts Receivable Credit Facilities
We have a $290.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 15, 2026. As of April 30, 2025, there was a $274.3 million ($273.7 million as of October 31, 2024) outstanding balance under the U.S. RFA. 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 April 30, 2025, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.
We have a €100.0 million ($114.2 million as of April 30, 2025) European Receivables Financing Agreement (the “European RFA”) that matures on April 21, 2026. As of April 30, 2025, $107.0 million ($84.2 million as of October 31, 2024) was outstanding under the European RFA. As of April 30, 2025, we were in compliance with covenants contained in the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes.
See Note 5 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial obligations.
Financial Instruments
Interest Rate Derivatives
As of April 30, 2025, we had various interest rate swaps with a total notional amount of $1,362.5 million ($1,400.0 million as of October 31, 2024) 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 2.99%. These derivatives are designated as cash flow hedges for accounting purposes and will mature between March 1, 2027 and July 16, 2029.
Accordingly, the gain or loss on these derivative instruments is reported as a component of other comprehensive income (loss) 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 April 30, 2025, and October 31, 2024, we had outstanding foreign currency forward contracts in the notional amount of $112.5 million, and $74.1 million, respectively.
Cross Currency Swap
We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. As of April 30, 2025, we have cross currency interest rate swaps that synthetically swap $534.9 million ($447.6 million as of October 31, 2024) of U.S. fixed rate debt to Euro denominated fixed rate debt. We receive a weighted average rate of 1.64%. These agreements are designated either net investment hedges or cash flow hedges for accounting purposes and will mature between October 5, 2026 and November 3, 2028.
Accordingly, the gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income (loss) until the net investment is sold, diluted, or liquidated. The gain or loss on the
41
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.
During the first quarter of 2025, we executed a cash settlement of certain cross-currency swap contracts and simultaneously entered into new cross-currency swaps at prevailing market rates. The net cash settlement from restriking these swaps resulted in a cash receipt of $22.5 million of which $11.5 million related to cross-currency swap contracts designated as net investment hedges and $11.0 million related to cross-currency swap contracts designated as cash flow hedges.
See Note 6 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional disclosures regarding our financial instruments.
42
ITEM 4. 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
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 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 SEC;
•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.
43
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
There have been no material changes in our risk factors from those disclosed in the 2024 Form 10-K under Part I, Item 1A –– Risk Factors.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended April 30, 2025, Mr. Ole Rosgaard , President and Chief Executive Officer , Ms . Kimberly Kellermann , Senior Vice President and Chief Operations Officer , and Mr. Timothy Bergwall , Senior Vice President and Chief Commercial Officer , entered into Rule 10b5-1 Trading Plans with their brokers. Mr. Rosgaard entered into a Rule 10b5-1 Trading Plan on March 10, 2025 , for the sale of up to 65,000 shares of Greif, Inc. Class A Common Stock. Mr. Rosgaard’s Rule 10b5-1 Trading Plan expires upon the earlier of March 10, 2026 or the date all trades pursuant to such trading plan are executed. Ms. Kellermann entered into a Rule 10b5-1 Trading Plan on March 11, 2025 , for the sale of up to 9,000 shares of Greif, Inc. Class A Common Stock. Ms. Kellermann’s Rule 10b5-1 Trading Plan expires upon the earlier of March 10, 2026 or the date all trades pursuant to such trading plan are executed. Mr. Bergwall entered into a Rule 10b5-1 Trading Plan on April 10, 2025 , for the sale of up to 36,000 shares of Greif, Inc. Class A Common Stock. Mr. Bergwall’s Rule 10b5-1 Trading Plan expires upon the earlier of January 9, 2026 or the date all trades pursuant to such trading plan are executed.
ITEM 6. EXHIBITS
(a.) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| Letter dated April 1, 2025, between Coöperatieve Rabobank U.A., Nieuw Amsterdam Receivables Corporation B.V., Greif, Inc., Greif Service Belgium BV and Cooperage Receivables Finance B.V., extending the maturity date of the European receivables financing arrangement to April 21, 2026. | ||||||||
| Omnibus Amendment and Amendment No. 7 dated May 16, 2025, to Third Amended and Restated Transfer and Administration Agreement dated September 24, 2019, by and among Greif Receivables Funding LLC, as seller, Container Life Cycle Management LLC, Lee Container, LLC, and Lee Container Iowa, LLC, Greif Packaging LLC, 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, and Cascade Paper Converters Co., as originators. | ||||||||
| Greif, Inc. Directors’ Deferred Compensation Plan Trust Agreement | ||||||||
| 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. | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows (v) Condensed Consolidated Statements of Changes in Shareholders’ Equity and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
44
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.
| GREIF, INC. | ||||||||
| (Registrant) | ||||||||
Date: June 5, 2025 | /s/ LAWRENCE A. HILSHEIMER | |||||||
| Lawrence A. Hilsheimer | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
45
1 April 2025
From: Coöperatieve Rabobank U.A.
as Facility Agent ("Rabobank")
Croeselaan 18
3521 CB Utrecht
The Netherlands
Nieuw Amsterdam Receivables Corporation B.V. as Lender ("Nieuw Amsterdam")
Basisweg 101043 AP Amsterdam
The Netherlands
To: Greif, Inc. (the "Performance Indemnity Provider")
425 Winter Road
Delaware
Ohio 43015
United States of America
Greif Services Belgium BV (the "Originator's Agent" and "Greif CC")
Beukenlei 24
2960 Brecht
Belgium
2960 Brecht
Belgium
Cooperage Receivables Finance B.V. (the "Main SPV")
Naritaweg 165
1043 BW Amsterdam
The Netherlands
Ladies and Gentlemen:
This letter is the extension letter (the "Extension Letter") in connection with the extension (the "Extension") of the EUR 100,000,000 trade receivables securitisation facility (the "Facility") as documented in the Transaction Documents (as defined in the Master Definitions Agreement dated 27 April 2012 and as amended and restated on 17 April 2020 (and as the same may be amended, varied or supplemented from time to time) between, inter alios, the parties to this Extension Letter (the "Master Definitions Agreement")). This Extension Letter amends the Facility Maturity Date as set out in the Master Definitions Agreement.
Capitalised terms in this Extension Letter shall, except where the context otherwise requires and save where otherwise defined herein, bear the meanings ascribed to them in the Master Definitions Agreement.
- 1 - | ||||||||
I.FACILITY MATURITY DATE
With effect from 22 April 2025, the Originator's Agent, the Performance Indemnity Provider, the Lender and the Facility Agent agree to extend the Facility Maturity Date to 21 April 2026.
II.MISCELLANEOUS
This Extension Letter may be executed in counterparts, all of which taken together shall constitute one and the same agreement.
Any provisions of this Extension Letter may be amended if, but only if, such amendment is in writing and is signed by each of the parties hereto
Each of the parties agree that this Extension Letter may be signed with an electronic signature (including, but not limited to, by using any level/authentication of "DocuSign" or using a mouse draw signature) and that such electronic signature once provided will have the same legal effects as a written ('wet-ink') signature.
This Extension Letter and the rights and obligations of the parties hereto and any non-contractual obligations arising out of or in connection with this Extension Letter shall be governed by and construed in accordance with Netherlands law.
- 2 - | ||||||||
COÖPERATIEVE RABOBANK U.A.
As Facility Agent
JEROEN VAN VLIET | JOP VAN DER SLUIS | ||||
| By: Jeroen Van Vliet | By: Jop Van Der Sluis | ||||
| Title: Executive Director | Title: Managing Director | ||||
NIEUW AMSTERDAM RECEIVABLES CORPORATION B.V.
As Lender
SYTSE VAN ULSEN | TEUN HESSELING | ||||
| By: Sytse Van Ulsen | By: Teun Hesseling | ||||
| Title: Proxyholder | Title: Proxyholder | ||||
- 3 - | ||||||||
Signed for agreement:
COOPERAGE RECEIVABLES FINANCE B.V.
As Main SPV
EYAL ELMALIAH | GRAD | ||||
| By: Eyal Elmaliah | By: Grad | ||||
| Title: Attorney-in-fact A | Title: Attorney-in-fact B | ||||
GREIF SERVICES BELGIUM BV
As Originators' Agent and Greif CC
DAVID LLOYD | ||
| By: David Lloyd | ||
| Title: VP, Treasurer | ||
GREIF, INC.
As Performance Indemnity Provider
DAVID LLOYD | ||
| By: David Lloyd | ||
| Title: VP, Treasurer | ||
- 4 - | ||||||||
EXECUTION VERSION
OMNIBUIS AMENDMENT AND AMENDMENT NO. 7
to
THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
to
THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT
This OMNIBUIS AMENDMENT AND AMENDMENT NO. 7 TO THIRD AMENDED AND RESTATED TRANSFER AND ADMINISTRATION AGREEMENT (this “Amendment”), dated as of May 16, 2025, is entered into by and among Greif Receivables Funding LLC, a Delaware limited liability company, as seller (the “SPV”), Container Life Cycle Management LLC, a Delaware limited liability company, Lee Container, LLC, a Georgia limited liability company, Lee Container Iowa, LLC, an Iowa limited liability company, Greif Packaging LLC, a Delaware limited liability company (“GP”), American Flange & Manufacturing Co. Inc., a Delaware corporation, Caraustar Mill Group, Inc., an Ohio corporation, Caraustar Industrial and Consumer Products Group, Inc., a Delaware corporation, Caraustar Recovered Fiber Group, Inc., a Delaware corporation, The Newark Group, Inc., a New Jersey corporation, Caraustar Consumer Products Group, LLC, a Delaware limited liability company, Cascade Paper Converters Co., a Michigan corporation, as originators (each, an “Originator” and collectively, the “Originators”), GP, as servicer (in such capacity, the “Servicer”), Bank of America, N.A. (“BANA”), as the agent (in such capacity, the “Agent”), a Committed Investor, a Managing Agent and an Administrator, MUFG Bank, Ltd. (“MUFG”), as a Committed Investor, a Managing Agent and an Administrator, Gotham Funding Corporation (“GFC”), as a Conduit Investor, The Toronto Dominion Bank (“TDB”), as a Committed Investor, a Managing Agent and an Administrator, Computershare Trust Company of Canada (“CTCC”), in its capacity as trustee of Reliant Trust, by its U.S. Financial Services Agent, The Toronto Dominion Bank, as a Conduit Investor and GTA Funding LLC (“GTA”).
RECITALS
WHEREAS, the SPV, the Servicer, the Originators, BANA, MUFG, TDB and CTCC have entered into that certain Third Amended and Restated Transfer and Administration Agreement, dated as of September 24, 2019 (as amended by that certain Amendment No. 1 to Third Amended and Restated Transfer and Administration Agreement, dated as of September 24, 2020, that certain Amendment No. 2 to Third Amended and Restated Transfer and Administration Agreement, dated as of February 10, 2021, that certain Amendment No. 3 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 26, 2021, that certain Amendment No. 4 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 17, 2022, that certain Amendment No. 5 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 17, 2023, that certain Amendment No. 6 to Third Amended and Restated Transfer and Administration Agreement, dated as of May 17, 2024 and as further amended, supplemented, amended and restated or otherwise modified through the date hereof, the “TAA”); and
WHEREAS, the parties hereto wish to make certain amendments to the TAA and the Disclosure Letter as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and in the TAA, the parties hereto agree as follows:
SECTION 1. Definitions. All capitalized terms used but not defined herein have the meanings provided in the TAA.
SECTION 2. Amendments to the Transaction Documents.
2.1.Amendment to the TAA. The TAA and the Exhibits and Schedules thereto are hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Schedule 1 hereto.
2.2.Amendment to the Disclosure Letter. Schedule 1.01 (A) of the Disclosure Letter is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages attached as Schedule 2 hereto.
SECTION 3. Commitments. The parties hereto hereby agree that the Commitment of each Committed Investor, after giving effect to the amendments set forth in Section 2 shall be set forth on Schedule 3 attached hereto.
SECTION 4. Conditions Precedent. This Amendment shall become effective (the “Effective Date”) upon the satisfaction of the following: (i) receipt by the Agent of a counterpart (or counterparts) of this Amendment, duly executed by each of the parties hereto or other evidence satisfactory to the Agent of execution and delivery by such parties and (ii) payment to the Agent, for the benefit of the Managing Agent of each Investor Group, on behalf of the Investors in such Investor Group, of an extension fee in an amount equal to the product of (A) 0.05% and (B) the Commitment of the Committed Investors in such Managing Agent’s Investor Group immediately after giving effect to this Amendment.
SECTION 5. Miscellaneous.
5.1.Representations and Warranties. (i) Each of the SPV, each Originator and the Servicer hereby represents and warrants that this Amendment constitutes a legal, valid and binding obligation of such Person, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally (whether at law or equity), (ii) the SPV hereby represents and warrants that upon the effectiveness of this Amendment, no Termination Event or Potential Termination Event shall exist and (iii) each of the SPV, each Originator and the Servicer hereby represents and warrants that the representations and warranties of such Person set forth in the TAA and any other Transaction Document are true and correct in all material respects (except those representations and warranties qualified by materiality or by reference to a material adverse effect, which are true and correct in all respects) as of the date hereof as though made on and as of such day (unless such representations and warranties specifically refer to a previous day, in which case, they shall be complete and correct in all material respects (or, with respect to such representations or warranties qualified by materiality or by reference to a material adverse effect, complete and correct in all respects) on and as of such previous day).
5.2.References to TAA. Upon the effectiveness of this Amendment, each reference in the TAA to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall
2
mean and be a reference to the TAA as amended hereby, and each reference to the TAA in any other document, instrument or agreement executed and/or delivered in connection with the TAA shall mean and be a reference to the TAA as amended hereby.
5.3.Effect on TAA. Except as specifically amended above, the TAA and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed. This Amendment does not constitute a novation or termination of the Aggregate Unpaids under the TAA as in effect immediately prior to the effectiveness of this Amendment and which remain outstanding.
5.4.No Waiver. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Agent or any Investor under the TAA or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
5.5.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without reference to the conflicts of law principles thereof other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
5.6.Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
5.7.Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.
5.8.Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery by facsimile or other electronic means of an executed signature page of this Amendment shall be effective as delivery of an executed counterpart hereof.
5.9.Transaction Document. This Amendment shall be a Transaction Document under the TAA for all purposes.
[SIGNATURE PAGES FOLLOW]
3
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
GREIF RECEIVABLES FUNDING LLC
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
GREIF PACKAGING LLC,
Individually, as an Originator and as the Servicer
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
AMERICAN FLANGE & MANUFACTURING CO. INC.,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
CARAUSTAR MILL GROUP, INC.,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
CARAUSTAR INDUSTRIAL AND CONSUMER PRODUCTS GROUP, INC.,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
Amendment No. 7 to Third A&R Transfer and
Administration Agreement
CARAUSTAR RECOVERED FIBER GROUP, INC.,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
THE NEWARK GROUP, INC.,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
CARAUSTAR CONSUMER PRODUCTS GROUP, LLC,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
CASCADE PAPER CONVERTERS CO.,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
CONTAINER LIFE CYCLE MANAGEMENT LLC,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
LEE CONTAINER, LLC,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
Amendment No. 7 to Third A&R Transfer and
Administration Agreement
LEE CONTAINER IOWA, LLC,
as an Originator
/s/ DAVID C. LLOYD
Name: David C. Lloyd
Title: Vice President & Treasurer
Amendment No. 7 to Third A&R Transfer and
Administration Agreement
BANK OF AMERICA, N.A.,
as a Committed Investor, a Managing Agent and an Administrator for the BANA Investor Group and the Agent
as a Committed Investor, a Managing Agent and an Administrator for the BANA Investor Group and the Agent
/s/ ROSS GLYNN
Name: Ross Glynn
Title: Senior Vice President
Amendment No. 7 to Third A&R Transfer and
Administration Agreement
MUFG BANK, LTD.,
as a Committed Investor, a Managing Agent and an Administrator
as a Committed Investor, a Managing Agent and an Administrator
/s/ ERIC WILLIAMS
Name: Eric Williams
Title: Managing Director
GOTHAM FUNDING CORPORATION, as a Conduit Investor for the MUFG Investor Group
/s/ KEVIN J. CORRIGAN
Name: Kevin J. Corrigan
Title: Vice President
Amendment No. 7 to Third A&R Transfer and
Administration Agreement
THE TORONTO DOMINION BANK,
as a Committed Investor, a Managing Agent and an Administrator for the TD Bank Investor Group
as a Committed Investor, a Managing Agent and an Administrator for the TD Bank Investor Group
/s/ LUNA K. MILLS
Name: Luna K. Mills
Title: Managing Director
COMPUTERSHARE TRUST COMPANY OF CANADA, in its capacity as trustee of RELIANT TRUST, by its U.S. Financial Services Agent, THE TORONTO DOMINION BANK, as a Conduit Investor for the TD Bank Investor Group
/s/ LUNA K. MILLS
Name: Luna K. Mills
Title: Managing Director
GTA FUNDING LLC, as a Conduit Investor for the TD Bank Investor Group
/s/ KEVIN J. CORRIGAN
Name: Kevin J. Corrigan
Title: Vice President
Amendment No. 7 to Third A&R Transfer and
Administration Agreement
SCHEDULE 1
AMENDED TAA
[See attached]
SCHEDULE 2
AMENDED SCHEDULE 1.01(A)
OF THE DISCLOSURE LETTER
OF THE DISCLOSURE LETTER
[See attached]
SCHEDULE 3
COMMITMENTS
Committed Investor | Commitment | ||||
Bank of America, N.A. | $132,000,000 | ||||
MUFG Bank, Ltd. | $79,000,000 | ||||
The Toronto Dominion Bank | $79,000,000 | ||||
GREIF, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN TRUST AGREEMENT
GREIF, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN TRUST AGREEMENT
TABLE OF CONTENTS
ARTICLE 1
ESTABLISHMENT OF TRUST
1.1TRUST DEPOSITS 5
1.2IRREVOCABILITY 5
1.3GRANTOR TRUST 5
1.4PLAN ASSETS 5
1.5ACCEPTANCE OF TRUST 5
2.1INCORPORATION BY REFERENCE 6
2.2BENEFIT PROVISIONS 6
2.3AMENDMENT OF PLAN 6
2.4SEPARATE PLAN SUB-ACCOUNTS 6
2.5CONFLICTS WITH TRUST 6
2.6TRUSTEE RELIANCE
3.1PAYMENT DIRECTION AND TAXES 6
3.2ENTITLEMENT TO BENEFITS 6
3.3PAYMENTS BY COMPANY 7
4.1CESSATION OF PAYMENTS ON COMPANY INSOLVENCY 7
4.2CLAIMS OF CREDITORS 7
ARTICLE 5
INVESTMENT AUTHORITY
5.1TRUST INVESTMENT 8
5.2COMPANY AUTHORITY 9
5.3INDEMNIFICATION RELATED TO INVESTMENTS 9
2 | ||
6.1DISPOSITION OF INCOME 9
7.1ACCOUNTING BY TRUSTEE 9
7.2TRUST RECORDS 9
8.1PRUDENT PERSON 10
8.2LEGAL COUNSEL 10
8.3HIRING AGENTS 10
8.4TRUSTEE POWERS 10
8.5LIMITATION ON POWERS 11
9.1TRUSTEE EXPENSES AND FEES 11
10.1TRUSTEE RESIGNATION 11
10.2TRUSTEE REMOVAL 11
10.3TRANSFER OF ASSETS 11
10.4APPOINTMENT OF SUCCESSOR 11
11.1APPOINTMENT OF SUCCESSOR 11
AMENDMENT OF TERMINATION
12.1AMENDMENT 12
12.2TERMINATION 12
12.3CHANGES IN LAW AFFECTING TAXABILITY 12
MISCELLANEOUS
13.1VALIDITY OF PROVISIONS 12
13.2NO ASSIGNMENT OF BENEFITS 13
13.3GOVERNING LAW 13
13.4ADDITIONAL PLANS 13
3 | ||
13.5INDEMNIFICATION 13
13.6SECTION 409A COMPLIANCE 14
EFFECTIVE DATE
14.1EFFECTIVE DATE 14
4 | ||
GREIF, INC.
DIRECTORS' DEFERRED COMPENSATION PLAN TRUST AGREEMENT
RECITALS
THIS TRUST AGREEMENT is entered into as of the 1st day of June, 2025 (the "Effective Date"), by and between Greif, Inc. (the "Company"), which sponsors the Greif, Inc. Directors' Deferred Compensation Plan, originally adopted September 5, 1996 and most recently amended and restated as of January 1, 2008, as such plan is hereafter amended, modified or supplemented (the "Plan"), and Fifth Third Bank (the "Trustee").
The Company has established the Plan. The Plan provides for the Company to pay all Plan benefits from its general revenues and assets. The Company previously established an irrevocable trust fund (the 'Trust") for the Plan pursuant to a trust agreement with U.S. National Bank Association ("Prior Trustee") dated March 17, 2006 ("Prior Trust Agreement"), for the purpose of providing a source from which to pay benefits under the Plan, such Trust being subject to the claims of the Company's creditors in the event of the Company's bankruptcy or insolvency.
The Company desires to remove the Prior Trustee and appoint the Trustee as successor trustee of the Trust and amend and restate the Prior Trust Agreement in order to continue contributions to the Trust in order to continue to provide a source of funds for obligations under the Plan, to be held by the Trustee and distributed in accordance with the provisions of this Trust Agreement effective as of the Effective Date set forth above.
The Trust is intended to be a "grantor trust," with the result that the corpus and income of the Trust are treated for tax purposes as assets and income of the Company.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Company and the Trustee, intending to be legally bound, declare and agree as follows:
ARTICLE 1 ESTABLISHMENT OF TRUST
1.1TRUST DEPOSITS. The Company hereby deposits with the Trustee in trust an amount, which together with any amounts subsequently contributed to the Trust shall become the principal of the Trust to be held, administered and disposed of by the Trustee as provided in this Trust Agreement which amends, supersedes, and replaces in its entirety the Prior Trust Agreement for the Trust. The Company has caused the Prior Trustee to transfer all assets held in the Trust to the Trustee, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.
1.2IRREVOCABILITY. Prior to the satisfaction of all Plan liabilities, the Trust shall be irrevocable and may not be altered or amended in any substantive respect or revoked or terminated by the Company in whole or in part, without the express written consent of a majority of the participants in the Plan.
1.3GRANTOR TRUST. The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of sub-part E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the "Code"), and shall be construed accordingly. The creation of this Trust is not intended to cause the Plan to be treated as a funded plan for purposes of Title I of ERISA as amended from time to time, and this Trust Agreement shall be interpreted at all times so as to ensure that the Plan will not be treated as a funded plan.
5 | ||
1.4PLAN ASSETS. The principal of the Trust, and any earnings thereon, shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Plan and general creditors of the Company as herein set forth. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined herein. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company.
1.5ACCEPTANCE OF TRUST. The Trustee accepts the Trust established under the Prior Trust Agreement and continuing pursuant to the terms and subject to the provisions of this Trust Agreement, and it agrees to discharge and perform fully and faithfully all of the duties and obligations imposed upon it under this Trust Agreement.
ARTICLE 2
PLAN AS PART OF TRUST AGREEMENT
2.1INCORPORATION BY REFERENCE. The Plan is expressly incorporated herein and made a part hereof with the same force and effect as if the Plan had been fully set forth herein. A copy of the Plan has been delivered to the Trustee. All terms defined in the Plan when applied to the Plan shall have the same meanings when used herein unless expressly provided to the contrary herein. The Company shall deliver to the Trustee copies of all amendments to the Plan made after the date of this Trust Agreement.
2.2BENEFIT PROVISIONS. The terms of the Plan shall govern the amount, form and timing of benefit payments under the Plan to which a Plan participant or beneficiary is entitled.
2.3AMENDMENT OF PLAN. The incorporation of the Plan into this Trust shall not affect the provisions of the Plan concerning the amendment or termination thereof.
2.4SEPARATE PARTICIPANT ACCOUNTS. The Trustee shall establish and maintain 'separate participant accounts under the Plan.
2.5CONFLICTS WITH TRUST. Notwithstanding any other provision of this Trust, or the Plan to the contrary, in the event any provision of the Plan is inconsistent with any provision of this Trust with respect to any subject involving the Trustee, including but not limited to the responsibility, authority or powers of the Trustee, the terms of this Trust Agreement shall control.
2.6TRUSTEE RELIANCE. Any direction received by the Trustee from the Company or its representatives concerning the Trustee's receipt, holding, disposition, investment, or other treatment of the assets of the Trust shall conclusively be deemed to be in accordance with the terms of the Plan, and the Trustee shall be entitled to rely, and shall be held harmless by the Company in relying, on the propriety of such direction.
ARTICLE 3
PAYMENTS TO PLAN PARTICIPANTS AND BENEFICIARIES
3.1PAYMENT DIRECTION AND TAXES. The Company shall deliver to the Trustee a Statement (the "Payment Direction") that indicates the amounts payable in respect of any Plan participant who becomes entitled to receive a distribution from the Plan (or his or her beneficiaries) and that provides the time for the payment of such amounts. Except as otherwise provided herein, the Trustee shall make payments to a Plan participant or his or her beneficiaries in accordance with such Payment Direction. The Company shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities. The Company has discretion to
6 | ||
determine whether applicable taxes are paid from the assets of the Trust or from other general assets of the Company. The Trustee will have no responsibilities of any kind with respect to any such withholding but shall provide to the Company any information concerning the Trust in the possession of the Trustee which reasonably is requested by the Company with respect to the Company's withholding obligations under the Plan and this Trust.
1.6ENTITLEMENT TO BENEFITS. The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be as set forth in the Plan, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.
1.7PAYMENTS BY COMPANY. The Company may make payment of benefits directly to a Plan participant or his or her beneficiaries as they become due under the terms of the Plan. The Company shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to a Plan participant or his or her beneficiaries.
ARTICLE 4
TRUSTEE RESPONSIBILITY WHEN COMPANY IS INSOLVENT
4.1CESSATION OF PAYMENTS ON COMPANY INSOLVENCY. The Trustee shall cease
payment of benefits to participants and beneficiaries under the Plan if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.
4.2CLAIMS OF CREDITORS. At all times during the continuance of this Trust, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.
(a)The board of directors ("Board") and the chief executive officer of the Company shall have the duty to inform the Trustee in writing of the Company's Insolvency. If a person claiming to be a creditor of the Company alleges in writing to the Trustee that the Company has become Insolvent, the Trustee shall provide the Board and the chief executive officer of the Company with a copy of such writing and, absent the Company's provision of an independent expert's opinion satisfactory to the Trustee that the Company is not Insolvent, the Trustee shall discontinue payment of benefits to Plan participants and beneficiaries, subject to resumption of payments in accordance with Section 4.2(g).
(b)Unless the Trustee has actual knowledge of the Company's Insolvency, or has received notice from the Company or a person claiming to be a creditor alleging that the Company is Insolvent, the Trustee shall have no duty to inquire whether the Company is Insolvent. The Trustee may in all events rely on such evidence concerning the Company's solvency as may be furnished to the Trustee and that provides the Trustee with a reasonable basis for making a determination concerning the Company's solvency.
(c)If at any time the Trustee has determined that the Company is Insolvent, the Trustee shall discontinue payments to participants and beneficiaries of the Plan and shall hold the assets of the Trust for the benefit of the Company's general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of any participant or beneficiary of the Plan to pursue his or her rights as a general creditor of the Company with respect to benefits due under the Plan or otherwise.
(d)The Trustee shall resume the payment of benefits to the Plan participants and beneficiaries in accordance with the terms of this Trust Agreement only after the Trustee has determined that the Company is not Insolvent (or is no longer Insolvent).
(e)Except as provided herein and in Section 12.2, the Company shall have no right or power to direct the Trustee to return to the Company or to divert to others any of the Trust assets before all payments of benefits have been made to all participants and beneficiaries of the Plan
7 | ||
(or to the Company, in the case of the inability to locate a payee under the terms of the Plan) pursuant to the terms of the Plan.
(f)If the Company directs the Trustee to provide for separate participant recordkeeping with respect to assets of the Trust, the Trustee makes payments from the Trust for the benefit of the general creditors of the Company under this Section and assets remain in the Trust after a payment of assets to the general creditors of the Company under this Section, each Plan participant's allocable deemed interest in Trust assets following cessation of payments to the general creditors of the Company shall equal the value of the aggregate assets of the Trust immediately following the date the Trustee last makes a payment for the benefit of the Company's general creditors multiplied by a fraction, the numerator of which is the value of the participant's account on the date the Trustee deems the Company to be Insolvent and ceases payments to the Plan participants and their beneficiaries less payments made to or on behalf of the participant under the Plan since such date (whether or not directly from the Trust) and the denominator of which is the value of all Plan participants' accounts on the date the Trustee deems the Company to be Insolvent and ceases payments to Plan participants and their beneficiaries less the aggregate amount of payments made to or on behalf of all participants under the Plan since such date (whether or not from the Trust).
(g)If the Trustee discontinues the payment of benefits from the Trust pursuant to a creditor allegation under Section 4.2(a) hereof and subsequently resumes such payments after making a determination that the Company remains solvent, the first payment following such discontinuance shall include the aggregate amount of all payments due to Plan participants or their beneficiaries under the terms of the Plan for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by the Company in lieu of the payments provided for hereunder during any such period of discontinuance.
ARTICLE 5 INVESTMENT AUTHORITY
5.1TRUST INVESTMENT. Subject to Section 5.2, the Trust generally will hold only shares of the Company ("Company Shares") that are transferred to the Trust in accordance with the terms of the Plan. Company Shares cannot be sold or changed in any way without the direction of the Company. To the extent that Trust assets are held in a form other than Company Shares (i.e., cash), such cash asset will be invested in overnight government securities, or such other investment vehicle as designated by the Company, or will otherwise remain uninvested as directed by the Company.
5.2COMPANY AUTHORITY. The Company shall have the right at any time, and from time to time in its sole discretion, to direct the Trustee as to the investment of the assets of the Trust, to require the Trustee to maintain separate accounts representing assets of the Trust which are maintained for the purpose of providing benefits to particular participants and beneficiaries of the Plan and/or to substitute assets of equal fair market value for any asset held by the Trust. These rights are exercisable by the Company in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity. In addition, the Company may, from time to time and in its sole discretion, provide an investment and/or asset allocation policy which the Trustee shall follow when making investment decisions hereunder.
Notwithstanding anything in this Trust Agreement to the contrary, to the extent voting rights are ever applicable to the Plan and Trust, the Company shall have the authority and responsibility to the extent permitted by law to direct the Trustee with respect to the exercise of the voting rights or to direct how to respond to any tender offer appurtenant to any common stock of the Company that is held in the Trust.
5.3INDEMNIFICATION RELATED TO INVESTMENTS. If the Trustee invests any or all of the Trust Fund pursuant to the directions of the Company, the Company agrees to indemnify and hold harmless the Trustee from any claim of loss to the Trust Fund arising out of the Trustee's compliance with the Company's investment directions, except to the extent that such claim of loss is a direct result of the Trustee's negligence or misconduct in the ministerial processing of such directions.
8 | ||
ARTICLE 6 DISPOSITION OF INCOME
6.1DISPOSITION OF INCOME. During the term of this Trust, all income received by the Trust shall be accumulated and reinvested.
ARTICLE 7 ACCOUNTING BY TRUSTEE
7.1ACCOUNTING BY TRUSTEE. The Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and all other transactions required to be made, including such specific records as shall be agreed upon in writing between the Company and the Trustee. Within sixty
(60) days following (i) the close of each calendar year, (ii) the removal or resignation of the Trustee, or
(iii) the termination of the Trust, the Trustee shall deliver to the Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be. In the event the Company directs the Trustee to perform separate recordkeeping with respect to assets of the Trust attributable to the Plan participant's proportionate interest in the Plan, the proportionate interest shall be based on the amount of each contribution to the Trust that the Company specifies in writing to the Trustee is attributable to the Plan account(s) of the Participant and for earnings or losses of the Trust credited or debited, as applicable, to such Plan account(s) and attributable to the performance of the investments of the Trust attributable to the Plan account(s) (either based on each such participant's proportionate interest in the entire Trust fund or in separate investment funds established under the Trust for participant investment direction). In such a case, the Trustee periodically shall deliver to the Company a written account of its administration of the Trust setting forth the value of each such participant's account(s) as of the beginning and end of such period. Notwithstanding the preceding, Trust assets attributable to a Plan participant's Plan account(s) shall be maintained merely as book entries under a single Trust account maintained hereunder, and no assets or funds shall be required to be paid to, held in or invested in any separate Trust account apart from any other assets or funds of the Trust.
7.2TRUST RECORDS. All accounts, books and records relating to the Trust shall be open to inspection and audit at all reasonable times by any person designated by the Company. All such accounts, books and records shall be preserved for such period as Trustee may determine consistent with applicable law, but Trustee may only destroy such accounts, books, and records after first notifying the Company in writing of its intention to do so and providing the Company at least ninety (90) days to request that Trustee transfer any of such accounts, books, and records to the Company.
ARTICLE 8 RESPONSIBILITY OF THE TRUSTEE
8.1PRUDENT PERSON. The Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise oi a like character and with like aims; provided, however, that the Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by the Company which is contemplated by, and in conformity with, the terms of the Plan or this Trust and is given in writing by the Company. In the event of a dispute between the Company and a party, the Trustee may apply to a court of competent jurisdiction to resolve the dispute.
8.2LEGAL COUNSEL. The Trustee may consult with legal counsel (who may also be counsel for the Company) generally with respect to any of its duties or obligations hereunder.
9 | ||
8.3HIRING AGENTS. The Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.
8.4TRUSTEE POWERS. The Trustee shall have, without exclusion, all powers conferred on trustees by applicable law, unless expressly provided otherwise herein; provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor trustee, or to loan to any person the proceeds of any borrowing against such policy.
8.5LIMITATION ON POWERS. Notwithstanding any powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.
ARTICLE 9
FEES AND EXPENSES OF THE TRUSTEE
9.1TRUSTEE EXPENSES AND FEES. The Company shall pay all expenses of administering the Plan and the Trust and all Trustee's fees and expenses with respect to which the Trustee is entitled to compensation or reimbursement.
ARTICLE 10
RESIGNATION AND REMOVAL OF THE TRUSTEE
10.1TRUSTEE RESIGNATION. The Trustee may resign at any time by written notice to the Company, which shall be effective sixty (60) days after receipt of such notice unless the Company and the Trustee agree otherwise.
10.2TRUSTEE REMOVAL. The Trustee may be removed by the Company, on thirty (30) days notice or upon shorter notice accepted by the Trustee. If a Trustee is an officer of the Company, it is anticipated that the Company will remove the Trustee at such time as the Trustee ceases to hold such position.
10.3TRANSFER OF ASSETS. Upon resignation or removal of the Trustee and appointment of a successor trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within sixty (60) days after receipt of the notice of resignation, removal or transfer, unless the Company extends the time limit.
10.4APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is removed, a successor shall be appointed, in accordance with the following section, by the effective date of resignation or removal. If no such appointment has been made, the Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of the Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.
ARTICLE 11 APPOINTMENT OF SUCCESSOR
11.1APPOINTMENT OF SUCCESSOR. If the Trustee resigns or is removed in accordance with Sections 10.1 or 10.2 hereof, the Company may appoint any individual(s) or institution, such as a bank trust department or other party that may be granted corporate trustee powers under state law, as a successor to replace the Trustee upon resignation or removal. If a Trustee is an officer of the Company and resigns or is removed in accordance with Sections 10.1 or 10.2 hereof, unless the Company designates another successor trustee, the Company shall be deemed to appoint as successor trustee the
10 | ||
individual succeeding the former Trustee in his or her position as an officer of the Company. The appointment (including the deemed appointment) shall be effective when accepted in writing by the new trustee, who shall have all of the rights and powers of the former trustee, including ownership rights in the Trust assets. The former trustee shall execute any instrument necessary or reasonably requested by the Company or the successor trustee to evidence the transfer.
ARTICLE 12 AMENDMENT OR TERMINATION
12.1AMENDMENT. This Trust Agreement may be amended by a written instrument executed by the Trustee and the Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plan, shall cause funds of the Trust to be diverted other than to purposes of payment of benefits due under the Plan (except in the case of Insolvency) or otherwise as provided hereunder or shall make the Trust revocable after it has become irrevocable in accordance herewith.
12.2TERMINATION. The Trust shall not terminate until the date on which all participants and beneficiaries under the Plan no longer are entitled to benefits pursuant to the terms of the Plan. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Company.
12.3CHANGES IN LAW AFFECTING TAXABILITY.
(a)Operation. This Section shall become operative upon the enactment of any change in applicable statutory law or the promulgation by the Internal Revenue Service of a final regulation or other pronouncement having the force of law, which statutory law, as changed, or final regulation or pronouncement, as promulgated, would cause any Participant to include in his or her federal gross income amounts accrued by the Participant under the Plan on a date (an "Early Taxation Event") prior to the date on which such amounts are made available to him or her under the Plan due to the existence of this Trust.
(b)Revocability. Notwithstanding any other Section of this Trust Agreement to the contrary, as of an Early Taxation Event, the Company and its creditors shall have access to the Trust fund to the extent, and only to the extent, required to prevent the Participant from being required to include in his or her federal gross income amounts accrued by the Participant under the Plan to that are held in the Trust prior to the date on which such amounts are made available to him or her under the Plan. Upon the occurrence of an Early Taxation Event, the Trustee shall separately account for the assets of the Trust Fund that were contributed to the Trust fund on and after the date on which the making of contributions under this Trust would require taxation to a Participant, and earnings on such contributions. The portion of the Trust fund held prior to such date shall not be impacted by this Section. If the law only impacts a Participant who has a certain status with respect to the Company, this Section shall apply only to amounts identified by the Company in writing to the Trustee as are intended by the Company to be attributable to Participants in the impacted class.
ARTICLE 13 MISCELLANEOUS
13.1VALIDITY OF PROVISIONS. Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.
13.2NO ASSIGNMENT OF BENEFITS. Benefits payable to a participant or beneficiary under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.
13.3GOVERNING LAW. This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.
11 | ||
13.4ADDITIONAL PLANS. The Company may elect at any time, on written notice to the Trustee, to utilize this Trust in connection with other executive compensation plans maintained by the Company. If the Company makes such an election, the various provisions of this Trust Agreement shall be interpreted so as to take into account the additional plan(s).
13.5INDEMNIFICATION.
(a)Indemnification of Trustee. In the event that the Trustee incurs any liability, loss, claim, suit or expense (including reasonable attorneys' fees) ("Loss") in connection with or arising out of its provision of services under this Trust Agreement, or its status as trustee hereunder, then the Company shall indemnify and hold Trustee harmless from and against such Loss, except to the extent such Loss arises directly from (i) breach by the Trustee of responsibilities specifically allocated to it by the terms of this Trust Agreement, or (ii) the Trustee's gross negligence, fraud or willful misconduct in the performance or non-performance of such duties and responsibilities specifically allocated to it herein.
(b)Indemnification of Company. The Trustee shall indemnify the Company and hold it harmless from and against any Loss incurred by the Company or the Trust to the extent such Loss is the direct result of the Trustee's (i) breach of its responsibilities specifically allocated to it by the terms of this Trust Agreement, or (ii) gross negligence, fraud or willful misconduct in the performance or non performance of its duties and responsibilities specifically allocated to it herein. The Trustee's indemnification obligations described in this Section 13.5(b) shall not extend to any Loss incurred by the Company or the Trust which may occur due to action taken in accordance with Section 2.6 or Section 5.3 of this Trust Agreement.
(c)For the avoidance of doubt, the Trustee shall be entitled to indemnification to the full extent provided under Section 5.3 of this Trust Agreement and nothing in this Section 13.5 shall prohibit or limit the Trustee's right to indemnification as described in Section 5.3.
13.6SECTION 409A COMPLIANCE. If any provision of this Trust Agreement shall cause any amounts payable under the Plan to be subject to additional taxes and interest under Section 409A of the Code, such provision shall be ineffective without invalidating the remaining provisions hereof. Notwithstanding any provisions of this Trust Agreement or the Plan to the contrary: (i) this Trust Agreement and the Plan are intended to comply with Section 409A of the Code and the guidance issued thereunder, and shall be interpreted and construed accordingly; (ii) the assets of the Trust shall not be restricted in a manner that would result in a transfer of property under Section 409A(b)(2) or (3) of the Code; and (iii) no contribution to the Trust may be made during any "restricted period" within the meaning of Section 409A(b)(3) of the Code; provided, however, to the extent a contribution is made during any such restricted period, Trustee shall immediately return such contribution to the Company upon written notice thereof from the Company and take any other action requested by the Company that is necessary or advisable to avoid a violation of Section 409A(b)(3) of the Code.
ARTICLE 14 EFFECTIVE DATE
14.1EFFECTIVE DATE. This Trust Agreement is effective as of June 1, 2025.
[SIGNATURE BLOCK FOLLOWS ON NEXT PAGE]
12 | ||
IN WITNESS WHEREOF, this Trust Agreement has been duly executed under seal by the parties hereto, effective as provided above.
| ATTEST/WITNESS: | GREIF, INC., SETTLOR | ||||
TRACY GREER | GARY MARTZ | ||||
| By: Tracy Greer | By: Gary Martz | ||||
| Title: General Counsel | |||||
| FIFTH THIRD BANK, TRUSTEE | |||||
KIMBERLY LAWHEAD | |||||
| By: Kimberly Lawhead | |||||
13 | ||
Exhibit 31.1
CERTIFICATION
I, Ole G. Rosgaard, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Greif, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 5, 2025 | /s/ OLE G. ROSGAARD | ||||||||||
| Ole G. Rosgaard, President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
Exhibit 31.2
CERTIFICATION
I, Lawrence A. Hilsheimer, certify that:
1.I have reviewed this quarterly report on Form 10-Q of Greif, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: June 5, 2025 | /s/ LAWRENCE A. HILSHEIMER | ||||||||||
| Lawrence A. Hilsheimer, Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
Exhibit 32.1
Certification 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
In connection with the Quarterly Report of Greif, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ole G. Rosgaard, the President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 5, 2025 | /s/ OLE G. ROSGAARD | ||||||||||
| Ole G. Rosgaard, | |||||||||||
| President and Chief Executive Officer | |||||||||||
A signed original of this written statement required by Section 906 has been provided to Greif, Inc. and will be retained by Greif, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
Certification 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
In connection with the Quarterly Report of Greif, Inc. (the “Company”) on Form 10-Q for the quarterly period ended April 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lawrence A. Hilsheimer, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: June 5, 2025 | /s/ LAWRENCE A. HILSHEIMER | ||||||||||
| Lawrence A. Hilsheimer, | |||||||||||
| Executive Vice President and Chief Financial Officer | |||||||||||
A signed original of this written statement required by Section 906 has been provided to Greif, Inc. and will be retained by Greif, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.