GREIF, INC (GEF)

CIK: 0000043920. SIC: 3412 Metal Shipping Barrels, Drums, Kegs & Pails. Latest 10-K as of: 2024-12-23.

SIC breadcrumb: Manufacturing > SIC Major Group 34 > SIC 3412 Metal Shipping Barrels, Drums, Kegs & Pails

SEC company page: https://www.sec.gov/edgar/browse/?CIK=43920. Latest filing source: 0000043920-24-000056.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2024-12-23. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000043920.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-29. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000043920.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001628280-26-028403.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-29. Report date: 2026-03-31.

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 fiscal year begins on October 1 and ends on September 30 of the following year. Any references in unaudited interim condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to the years relates to the fiscal year ended in that year, unless otherwise stated. Our 2025 fiscal year began on November 1, 2024 and ended on September 30, 2025 (11-month period). Effective October 1, 2025, our fiscal year was changed to the 12-month period described above. Each fiscal quarter end was changed to align with the fiscal year end change, with the first fiscal quarter ended December 31, 2025.

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 March 31, 2026 and the condensed consolidated balance sheet as of September 30, 2025, and for the interim condensed consolidated statements of income for the three and six months ended March 31, 2026 and 2025. 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 Transition Report on Form 10-KT for the fiscal year ended September 30, 2025 (the “2025 Form 10-KT”). Readers are encouraged to review the entire 2025 Form 10-KT, 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 have affected and could continue to adversely affect our results of operations, including the impacts of ongoing conflicts such as with Iran, (iii) the current and future challenging global economy and disruption and volatility of the financial and credit markets may adversely affect our business and our access to financing and could delay or otherwise disrupt our share repurchase plan, (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 delays, 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 product dispositions 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 have in the past been and in the future could be subject to changes in our tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, (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

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greenhouse gas effects may adversely affect our operations and financial performance, (xxi) we may be unable to achieve our 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 2025 Form 10-KT 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.

On June 30, 2025, we entered into a definitive agreement to sell our containerboard business, including our CorrChoice sheet feeder system (the “Containerboard Business”), and the equity interests in our subsidiaries that directly owned the Containerboard Business on the date of closing, for a purchase price of $1804.7 million. The transaction was completed effective as of August 31, 2025 (the “Containerboard Divestiture”). The Containerboard Business was previously reported under the Sustainable Fiber Solutions segment. The Containerboard Divestiture qualifies as discontinued operations because it represents a strategic shift that will have a major impact on our operations and financial results. As a result, the Containerboard Business was presented as discontinued operations beginning in the third quarter of 2025. Our allocation of corporate expenses was updated to reflect how management measures performance and allocates resources with the Containerboard Business being excluded from continuing operations. We have recast data from prior periods to reflect this change to conform to the current year presentation. Unless otherwise noted, the discussion below relates only to our continuing operations.

On August 5, 2025, we entered into a definitive agreement to sell our Soterra land management assets, consisting primarily of approximately 173,000 acres of timberland (the “Soterra Assets”), for a purchase price of $462.0 million. The transaction was completed as of October 1, 2025 (the “Soterra Divestiture”). The Soterra Assets was reported under the Sustainable Fiber Solutions segment. The Soterra Divestiture does not qualify as discontinued operations.

BUSINESS SEGMENTS

As previously discussed, effective October 1, 2025, we changed the name of our Integrated Solutions reportable segment to Innovative Closure Solutions.

We are involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products. Both of these products were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products are reported under the Sustainable Fiber Solutions reportable segment. We are also involved in the production and sale of complementary packaging products and services such as paints, linings and filling that are related to our steel products. Both of these products and services were previously reported under the Integrated Solutions reportable segment (now the Innovative Closure Solutions reportable segment), and effective October 1, 2025, these products and services are reported under the Durable Metal Solutions reportable segment. These adjustments position each business within its respective place in the integrated value chain and reinforce a clear emphasis on closure systems within the Innovative Closure Solutions reportable segment.

We operate in four reportable business segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Innovative Closure 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. We also produce and sell complementary packaging products, such as paints and linings for industrial packaging products and related services. 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.

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In the Sustainable Fiber Solutions reportable segment, we produce and sell fiber-based packaging products, including fibre drums, uncoated recycled board, coated recycled board, tubes and cores and specialty p

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2024-12-23. Report date: 2024-10-31.

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

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

Greif Business System 2.0

The Greif Business System is a quantitative, systematic and disciplined business process that Greif has utilized for nearly 20 years. Through our focus on continuous improvement on safety, people, mindset and culture, we have accelerated our processes to Greif Business System 2.0. We believe this System increases our ability to quickly scale and implement innovation, initiatives and best practices on a global basis. In turn, we expect this to facilitate improved productivity, efficiency and value creation.

RESULTS OF OPERATIONS

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

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

The non-GAAP financial measures of EBITDA and Adjusted EBITDA are used throughout the following discussion of our results of operations, both for our consolidated and segment results. For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted EBITDA is defined as EBITDA plus acquisition and integration related costs, plus restructuring 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 non-cash pension settlement (income) charges, plus other costs.

Since we do not calculate net income by reportable segment, EBITDA and Adjusted EBITDA by reportable segment are reconciled to operating profit by reportable segment. In that case, EBITDA is defined as operating profit by reportable segment less other (income) expense, net, less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that reportable segment, and Adjusted EBITDA is defined as EBITDA plus acquisition and integration related costs, plus restructuring 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 non-cash pension settlement (income) charges, plus other costs, for that reportable segment.

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

Change in Fiscal Year

We are changing our fiscal year end, effective for the 2025 fiscal year. Our 2025 fiscal year will begin on November 1, 2024 and end on September 30, 2025, and accordingly, will consist of eleven months. Our fourth fiscal quarter of 2025 will be the two months ending September 30, 2025. Thereafter, our fiscal year will begin on October 1 and end on September 30 of the following year.

Change in Reportable Segments

Information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations includes the financial results in our three reportable segments: Global Industrial Packaging (“GIP”); Paper Packaging & Services; and Land Management. Beginning with our first fiscal quarter of 2025, we implemented changes to our reporting structure, moving to a material solution-based structure. We believe this structure will enable us to more efficiently utilize our robust scale and global network of facilities, align operations to capitalize on our deep subject matter expertise, enable further innovation and growth,

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and optimize cross-selling and margin expansion opportunities. This internal re-alignment has resulted in a change in our reportable segments.

Starting November 1, with the first fiscal quarter of 2025, we will report our financial results in four reportable segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions. 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. 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.

•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. 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.

•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, tubes and cores and specialty partitions made from both 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.

•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, such as container life cycle management. 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 paperboard products. These products and services are used internally by us and are also sold to external customers.

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Tabular Financial Results

The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our reportable segments for 2024, 2023 and 2022:

Year Ended October 31, (in millions)

2024

2023

2022

Net sales:

Global Industrial Packaging

$

3,124.3 

$

2,936.8 

$

3,652.4 

Paper Packaging & Services

2,303.5 

2,260.5 

2,675.1 

Land Management

20.3 

21.3 

22.0 

Total net sales

$

5,448.1 

$

5,218.6 

$

6,349.5 

Operating profit:

Global Industrial Packaging

$

341.1 

$

334.3 

$

313.7 

Paper Packaging & Services

115.6 

264.1 

298.5 

Land Management

7.9 

7.1 

9.0 

Total operating profit

$

464.6 

$

605.5 

$

621.2 

EBITDA:

Global Industrial Packaging

$

454.9 

$

415.7 

$

383.5 

Paper Packaging & Services

253.9 

398.8 

439.0 

Land Management

10.1 

9.3 

11.8 

Total EBITDA

$

718.9 

$

823.8 

$

834.3 

Adjusted EBITDA:

Global Industrial Packaging

$

423.7 

$

425.4 

$

458.2 

Paper Packaging & Services

261.5 

387.9 

450.5 

Land Management

9.1 

8.9 

8.8 

Total Adjusted EBITDA

$

694.3 

$

822.2 

$

917.5 

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The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for 2024, 2023 and 2022:

Year Ended October 31, (in millions)

2024

2023

2022

Net income

$

295.5 

$

379.1 

$

394.0 

Plus: interest expense, net

134.9 

96.3 

61.2 

Plus: debt extinguishment charges

— 

— 

25.4 

Plus: income tax expense

27.2 

117.8 

137.1 

Plus: depreciation, depletion and amortization expense

261.3 

230.6 

216.6 

EBITDA

$

718.9 

$

823.8 

$

834.3 

Net income

$

295.5 

$

379.1 

$

394.0 

Plus: interest expense, net

134.9 

96.3 

61.2 

Plus: non-cash pension settlement charges

— 

3.5 

— 

Plus: debt extinguishment charges

— 

— 

25.4 

Plus: other expense, net

10.1 

11.0 

8.9 

Plus: income tax expense

27.2 

117.8 

137.1 

Plus: equity earnings of unconsolidated affiliates, net of tax

(3.1)

(2.2)

(5.4)

Operating profit

464.6 

605.5 

621.2 

Less: non-cash pension settlement charges

— 

3.5 

— 

Less: other expense, net

10.1 

11.0 

8.9 

Less: equity earnings of unconsolidated affiliates, net of tax

(3.1)

(2.2)

(5.4)

Plus: depreciation, depletion and amortization expense

261.3 

230.6 

216.6 

EBITDA

718.9 

823.8 

834.3 

Plus: acquisition and integration related costs

18.5 

19.0 

8.7 

Plus: restructuring charges

5.4 

18.7 

13.0 

Plus: non-cash asset impairment charges

2.6 

20.3 

71.0 

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

(8.8)

(2.5)

(8.1)

Plus: gain on disposal of businesses, net

(46.0)

(64.0)

(1.4)

Plus: non-cash pension settlement charges

— 

3.5 

— 

Plus: other costs*

3.7 

3.4 

— 

Adjusted EBITDA

$

694.3 

$

822.2 

$

917.5 

*includes fiscal year-end change costs and share-based compensation impact of disposals of businesses

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The following table sets forth EBITDA and Adjusted EBITDA for each of our reportable segments, reconciled to the operating profit for each reportable segment, for 2024, 2023 and 2022:

Year Ended October 31, (in millions)

2024

2023

2022

Global Industrial Packaging

Operating profit

$

341.1 

$

334.3 

$

313.7 

Less: non-cash pension settlement charges

— 

3.5 

— 

Less: other expense, net

11.6 

12.6 

9.5 

Less: equity earnings of unconsolidated affiliates, net of tax

(3.1)

(2.2)

(5.4)

Plus: depreciation and amortization expense

122.3 

95.3 

73.9 

EBITDA

454.9 

415.7 

383.5 

Plus: acquisition and integration related costs

17.2 

12.2 

0.4 

Plus: restructuring charges

(2.8)

4.2 

9.1 

Plus: non-cash asset impairment charges

1.3 

1.9 

69.4 

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

(2.9)

(4.4)

(2.8)

Plus: gain on disposal of businesses, net

(46.0)

(9.4)

(1.4)

Plus: non-cash pension settlement charges

— 

3.5 

— 

Plus: other costs*

2.0 

1.7 

— 

Adjusted EBITDA

$

423.7 

$

425.4 

$

458.2 

Paper Packaging & Services

Operating profit

$

115.6 

$

264.1 

$

298.5 

Less: other income, net

(1.5)

(1.6)

(0.6)

Plus: depreciation and amortization expense

136.8 

133.1 

139.9 

EBITDA

253.9 

398.8 

439.0 

Plus: acquisition and integration related costs

1.3 

6.8 

8.3 

Plus: restructuring charges

8.2 

14.5 

3.9 

Plus: non-cash asset impairment charges

1.3 

18.4 

1.6 

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

(4.9)

2.3 

(2.3)

Plus: gain on disposal of businesses, net

— 

(54.6)

— 

Plus: other costs*

1.7 

1.7 

— 

Adjusted EBITDA

$

261.5 

$

387.9 

$

450.5 

Land Management

Operating profit

$

7.9 

$

7.1 

$

9.0 

Plus: depreciation and depletion expense

2.2 

2.2 

2.8 

EBITDA

10.1 

9.3 

11.8 

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

(1.0)

(0.4)

(3.0)

Adjusted EBITDA

$

9.1 

$

8.9 

$

8.8 

*includes fiscal year-end change costs and share-based compensation impact of disposals of businesses

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Year 2024 Compared to Year 2023

Net Sales

Net sales were $5,448.1 million for 2024 compared with $5,218.6 million for 2023. The $229.5 million increase was primarily due to contributions from recent acquisitions and higher volumes across the Global Industrial Packaging segment and the Paper Packaging & Services segment, respectively, partially offset by lower prices in the Paper Packaging & Services segment due to lower published pricing indices. See the “Segment Review” below for additional information on net sales by reportable segment.

Gross Profit

Gross profit was $1,070.8 million for 2024 compared with $1,146.1 million for 2023. The $75.3 million decrease was primarily due to higher raw material costs and higher costs for transportation and manufacturing, partially offset by the same factors that impacted net sales. See the “Segment Review” below for additional information on gross profit by reportable segment. Gross profit margin was 19.7 percent for 2024 compared with 22.0 percent for 2023, primarily impacted by the Paper Packaging & Services segment further explained in the respective segment commentary. The decrease in gross profit margin was primarily due to higher raw material input costs in the Paper Packaging & Services segment due to higher published index purchase prices.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $634.5 million for 2024 compared with $549.1 million for 2023. The $85.4 million increase was primarily due to recent acquisitions, including amortization costs, short-term incentive costs and costs incurred for strategic investments. SG&A expenses were 11.6 percent of net sales for 2024 compared with 10.5 percent of net sales for 2023.

Financial Measures

Operating profit was $464.6 million for 2024 compared with $605.5 million for 2023. Net income was $295.5 million for 2024 compared with $379.1 million for 2023. Adjusted EBITDA was $694.3 million for 2024 compared with $822.2 million for 2023. The reasons for changes in operating profit and Adjusted EBITDA for each reportable segment are described below in the “Segment Review.”

Trends

We anticipate that the multi-year period of industrial contraction will continue into the 2025 fiscal year. We have not identified any compelling demand inflection on the horizon, although there has been increased demand for our containerboard products in the U.S. and some increased demand for industrial packaging in EMEA.

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

Segment Review

Global Industrial Packaging

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

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

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

•Energy and transportation costs;

•Benefits from executing the Greif Business System 2.0;

•Restructuring charges;

•Acquisition of businesses and facilities;

•Divestiture of businesses and facilities; and

•Impact of foreign currency translation.

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Net sales were $3,124.3 million for 2024 compared with $2,936.8 million for 2023. The $187.5 million increase in net sales was primarily due to contributions from recent acquisitions, higher volumes and higher average selling prices, partially offset by negative foreign currency translation impacts.

Gross profit was $669.4 million for 2024 compared with $634.4 million for 2023. The $35.0 million increase in gross profit was primarily due to contributions from recent acquisitions. Gross profit margin was 21.4 percent for 2024 compared with 21.6 percent for 2023.

Operating profit was $341.1 million for 2024 compared with $334.3 million for 2023. The $6.8 million increase was primarily due to a $46.1 million gain from the divestiture of Delta Petroleum Company, Inc. (the “Delta Divestiture”) during the third quarter of 2024 and the same factors that impacted gross profit, partially offset by higher SG&A expenses related to recent acquisitions, including amortization costs, compensation expenses and costs incurred for strategic investments. Adjusted EBITDA was $423.7 million for 2024 compared with $425.4 million for 2023. The $1.7 million decrease was primarily due to higher SG&A expenses related to recent acquisitions and compensation expenses, offset by the same factors that impacted gross profit.

Paper Packaging & Services

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

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

•Raw material costs, primarily old corrugated containers;

•Energy and transportation costs;

•Benefits from executing the Greif Business System 2.0;

•Restructuring charges;

•Acquisition of businesses and facilities; and

•Divestiture of businesses and facilities.

Net sales were $2,303.5 million for 2024 compared with $2,260.5 million for 2023. The $43.0 million increase was primarily due to higher volumes and contributions from recent acquisitions, partially offset by lower average selling prices as a result of lower published containerboard and boxboard prices.

Gross profit was $391.6 million for 2024 compared with $502.5 million for 2023. The $110.9 million decrease in gross profit was primarily due to higher raw material costs, transportation and manufacturing costs, partially offset by the same factors that impacted net sales. Gross profit margin was 17.0 percent for 2024 compared with 22.2 percent for 2023. The decrease in gross profit margin was primarily due to higher raw material input costs caused by higher published index purchase prices.

Operating profit was $115.6 million for 2024 compared with $264.1 million for 2023. The $148.5 million decrease in operating profit was primarily due to the same factors that impacted gross profit, a $54.6 million gain from the divestiture of Tama Paperboard, LLC in the Paper Packaging & Services segment (the “Tama Divestiture”) during the first quarter of 2023 and higher SG&A expenses related to recent acquisitions, including amortization costs and short-term incentive costs. Adjusted EBITDA was $261.5 million for 2024 compared with $387.9 million for 2023. The $126.4 million decrease was primarily due to the same factors that impacted gross profit and higher SG&A expenses related to recent acquisitions and short-term incentive costs.

Land Management

As of October 31, 2024, our Land Management reportable segment consisted of approximately 175,000 acres of timber properties in the southeastern United States. Key factors influencing profitability in the Land Management reportable segment are:

•Planned level of timber sales;

•Selling prices and customer demand;

•Gains on timberland sales; and

•Gains on the disposal of development, surplus and HBU properties (“special use property”).

Net sales were $20.3 million for 2024 compared with $21.3 million for 2023.

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Gross profit was $9.8 million for 2024 compared with $9.2 million for 2023.

Operating profit was $7.9 million for 2024 compared with $7.1 million for 2023. Adjusted EBITDA was $9.1 million for 2024 compared with $8.9 million for 2023.

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

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

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

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

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

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

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

As of October 31, 2024, we estimated that there were 7,500 acres in the United States of special use property, which we expect will be available for sale in the next four to six years.

Income Tax Expense

We had operations in over 35 countries during our fiscal year 2024. Our operations outside the United States are subject to additional risks that may not exist, or be as significant, within the United States. Because of our global operations in numerous countries, we are required to address different and complex tax systems and issues which are constantly changing.

The Organization for Economic Co-operation and Development proposed a global minimum tax of 15% of reported profits (“Pillar 2”) that has been agreed upon in principle by over 140 countries. During 2023, many countries began to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. We do not anticipate the Pillar Two global minimum tax to have a material impact to our financial condition, results of operations or cash flows.

Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets, liabilities, revenues and expenses. The numerous tax jurisdictions in which we operate, along with the variety and complexity of the various tax laws, creates a level of uncertainty and requires judgment when addressing the impact of complex tax issues. Our effective tax rate and the amount of tax expense are dependent upon various factors, including the following: the tax laws of the jurisdictions in which income is earned; the ability to realize deferred tax assets; negotiation and dispute resolution with taxing authorities in the U.S. and international jurisdictions; and changes in tax laws.

The provision for income taxes is computed using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized currently based on the anticipated future tax consequences of changes in the temporary differences between the book and tax bases of assets and liabilities. This method includes an estimate of the future realization of tax benefits associated with tax losses. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those assets are expected to be realized or settled.

Income tax expense for 2024 was $27.2 million on $319.6 million of pretax income and for 2023 was $117.8 million on $494.7 million of pretax income. The $90.6 million decrease in income tax expense for 2024 was primarily attributable to a decrease in pre-tax earnings in 2024 and the recognition of a deferred tax asset related to the onshoring of certain intangible property.

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We analyze potential income tax liabilities related to uncertain tax positions in the United States and international jurisdictions. The analysis of potential income tax liabilities results in estimates recognized for uncertain tax positions following the guidance of Accounting Standards Codification (“ASC”) 740, “Income Taxes.” The estimation of potential tax liabilities related to uncertain tax positions involves significant judgment in evaluating the impact of uncertainties in the application of ASC 740 and complex tax laws. We periodically analyze both potential income tax liabilities and existing liabilities for uncertain tax positions resulting in both new reserves and adjustments to existing reserves in light of changing facts and circumstances. This includes the release of existing liabilities for uncertain tax positions based on the expiration of statutes of limitation. During 2024, the recognition of new uncertain tax position liabilities recorded during the current year were reduced by lapses in the statute of limitations, resulting in an overall net increase in our uncertain tax position liability. The net 2024 activity in uncertain tax positions provided a $0.8 million increase in tax expense over the prior year.

The ultimate resolution of potential income tax liabilities may result in a payment that is materially different from our current estimates. If our estimates recognized under ASC 740 prove to be different than what is ultimately resolved, such resolution could have a material impact on our financial condition and results of operations. While predicting the final outcome or the timing of the resolution of any particular tax matter is subject to various risks and uncertainties, we believe that our tax accounts related to uncertain tax positions are appropriately stated.

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

Year 2023 Compared to Year 2022

Results of our fiscal year 2023 compared to our fiscal year 2022 are included in our Annual Report on Form 10-K for the year ended October 31, 2023, File No. 001-00566 (see Item 7 therein).

LIQUIDITY AND CAPITAL RESOURCES

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

Cash Flow

Year Ended October 31, (in millions)

2024

2023

Net cash provided by operating activities

$

356.0 

$

649.5 

Net cash used in investing activities

(658.3)

(670.2)

Net cash provided by financing activities

324.3 

69.7 

Effects of exchange rates on cash

(5.2)

(15.2)

Net increase in cash and cash equivalents

16.8 

33.8 

Cash and cash equivalents at beginning of year

180.9 

147.1 

Cash and cash equivalents at end of year

$

197.7 

$

180.9 

Operating Activities

During 2024 and 2023, cash (used in) provided by change in accounts receivable was $(43.4) million and $130.3 million, respectively. The unfavorable change in accounts receivable levels was primarily due to an increase in net sales.

During 2024 and 2023, cash (used in) provided by change in inventories was $(26.4) million and $101.0 million, respectively. The unfavorable change in inventories was primarily due to increases in raw material prices and purchases to meet demand.

During 2024 and 2023, cash (used in) provided by change in accounts payable was $18.9 million and $(79.8) million, respectively. The favorable change in accounts payable levels was primarily due to increase in raw material prices and purchases to meet demand.

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Investing Activities

During 2024 and 2023, we invested $186.5 million and $213.6 million, respectively, of cash in capital expenditures. These investments exclude $5.2 million and $6.0 million of cash purchases and investments in timber properties during 2024 and 2023, respectively.

During 2024, we paid $568.8 million for the purchases of businesses, net of cash acquired, primarily for the acquisition of Ipackchem Group SAS (“Ipackchem”) on March 26, 2024 (“Ipackchem Acquisition”). During 2023, we paid $542.4 million for purchases of businesses, net of cash acquired, primarily for the acquisition of Lee Container Corporate, Inc. (“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”), the acquisition from approximately 10% to 80% of our ownership interest in Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), and the acquisition of a 51% ownership interest in ColePak, LLC (“ColePak”) on August 23, 2023 (the “ColePak Acquisition”).

During 2024, we received $89.0 million of cash from sale of businesses, primarily from the Delta Divestiture. During 2023, we received $105.3 million of cash from sale of businesses, primarily from the Tama Divestiture.

Financing Activities

We paid cash dividends to our stockholders in the amount of $121.0 million and $116.5 million for the years ended October 31, 2024 and 2023, respectively. We paid dividends to non-controlling interests in the amount of $25.7 million and $14.2 million for the years ended October 31, 2024 and 2023, respectively, with the increase primarily coming from recent acquisitions.

During 2024 and 2023, we borrowed $497.2 million and $257.0 million of long-term debt, net of payments, respectively.

During 2023, we paid $63.9 million to repurchase Class A Common Stock through an accelerated share repurchase agreement and to repurchase Class A and Class B Common Stock through open market purchases.

Financial Obligations

Borrowing Arrangements

Long-term debt is summarized as follows:

(in millions)

October 31, 2024

October 31, 2023

2022 Credit Agreement - Term Loans

$

1,707.4 

$

1,493.8 

2023 Credit Agreement - Term Loans

288.8 

296.3 

Accounts receivable credit facilities

357.9 

351.0 

2022 Credit Agreement - Revolving Credit Facility

373.7 

77.3 

Other debt

1.3 

— 

2,729.1 

2,218.4 

Less current portion

95.8 

88.3 

Less deferred financing costs

7.1 

8.7 

Long-term debt, net

$

2,626.2 

$

2,121.4 

2022 Credit Agreement

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

The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments 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 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

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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 is based on Secured Overnight Financing Rate (“SOFR”) plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio. Subject to the terms of the 2022 Credit Agreement, we have an option to add borrowings to the 2022 Credit Agreement with the agreement of the lenders. As of October 31, 2024, we had $426.3 million of available borrowing capacity under the $800.0 million secured revolving credit facility.

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

The 2022 Credit Agreement contains certain covenants, which include financial covenants that require us to maintain a certain leverage ratio and an interest coverage ratio. The leverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our total consolidated indebtedness (less the aggregate amount of our unrestricted cash and cash equivalents), to (b) our consolidated net income plus depreciation, depletion and amortization, interest expense (including capitalized interest), income taxes, and minus certain extraordinary gains and non-recurring gains (or plus certain extraordinary losses and non-recurring losses) and plus or minus certain other items for the preceding twelve months (as used in this paragraph only “EBITDA”) to be greater than 4.00 to 1.00; provided that such leverage ratio is subject to (i) a covenant step-up (as defined in the 2022 Credit Agreement) increase adjustment of 0.50 upon the consummation of, and the following three fiscal quarters after, certain specified acquisitions, and (ii) a collateral release decrease adjustment of 0.25x during any collateral release period (as defined in the 2022 Credit Agreement). The interest coverage ratio generally requires that at the end of any fiscal quarter we will not permit the ratio of (a) our consolidated EBITDA, to (b) our consolidated interest expense to the extent paid or payable, to be less than 3.00 to 1.00, during the applicable preceding twelve month period. As of October 31, 2024, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement.

2023 Credit Agreement

On May 17, 2023, we and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with CoBank, ACB (“CoBank”), who acted as lender and is acting as administrative agent of the 2023 Credit Agreement. The 2023 Credit Agreement is permitted incremental equivalent debt under the terms of the 2022 Credit Agreement. The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly principal installments that commenced on July 31, 2023 and continue through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028. We used the borrowing under the 2023 Credit Agreement to repay and refinance a portion of the outstanding borrowings under the 2022 Credit Agreement. Interest accruing under the 2023 Credit Agreement is based on SOFR plus a credit spread adjustment or a base rate that resets periodically plus, in each case, a calculated margin amount that is based on our leverage ratio.

The repayment of all borrowings under the 2023 Credit Agreement is secured by a security interest in certain of our personal property and certain of the personal property of certain of our U.S. subsidiaries, including equipment and inventory and certain intangible assets, as well as a pledge of the capital stock of substantially all of our U.S. subsidiaries. However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s

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Financial Services LLC, we may request the release of such collateral. Our obligations under the 2023 Credit Agreement are secured on a pari passu basis with the obligations arising under the 2022 Credit Agreement.

The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit Agreement, as described above, and a “most favored lender” provision related to the 2022 Credit Agreement. As of October 31, 2024, we were in compliance with the covenants and other agreements in the 2023 Credit Agreement.

United States Trade Accounts Receivable Credit Facility

We have a $300.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 16, 2025. As of October 31, 2024, there was a $273.7 million ($270.9 million as of October 31, 2023) outstanding balance under the U.S. RFA that is reported as long-term debt in the consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by renewing the existing agreement or entering into new financing arrangements. The U.S. RFA also contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of October 31, 2024, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.

International Trade Accounts Receivable Credit Facilities

We have a €100.0 million ($108.2 million as of October 31, 2024) European Receivables Financing Agreement (the “European RFA”) that matures on April 22, 2025. As of October 31, 2024, there was a $84.2 million outstanding balance on the European RFA that is reported as long-term debt in the consolidated balance sheets because we intend to refinance these obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by renewing the existing agreement or entering into new financing arrangements. As of October 31, 2024, we were in compliance with the covenants that relate to the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes.

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

Financial Instruments

Interest Rate Derivatives

As of October 31, 2024, we have various interest rate swaps with a total notional amount of $1,400.0 million ($1,300.0 million as of October 31, 2023), 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 2.97%. 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 are reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transactions and in the same period during which the hedged transaction affects earnings.

Foreign Exchange Hedges

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

As of October 31, 2024 and 2023, we had outstanding foreign currency forward contracts in the notional amount of $74.1 million and $66.0 million, respectively.

Cross Currency Swaps

We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. We have cross currency interest rate swaps that synthetically swap $447.6 million ($319.3 million as of October 31, 2023) of U.S. fixed rate debt to Euro denominated fixed rate debt. We receive a weighted average rate of 1.27%. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between August 10, 2026 and November 3, 2028.

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

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

Other Liquidity Considerations

Post-Retirement Benefit Plans

We have no near-term post-retirement benefit plan funding obligations. We intend to make a post-retirement benefit plan contribution of $6.6 million during 2025, which we anticipate will consist of $1.2 million of employer contributions and $5.4 million of benefits paid directly by the employer. See Note 9 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our post-retirement benefit plans.

Contingent Liabilities and Environmental Reserves

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

Stock Repurchase Program

Our Board of Directors has authorized the repurchase of Class A Common Stock or Class B Common Stock or any combination of the foregoing. As of October 31, 2024, the remaining number of shares that could be repurchased under this authorization was 2,504,836 shares. We did not repurchase any shares of our Class A or Class B Common Stock during 2024.

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

Critical Accounting Policies

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

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

Business Combinations

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

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Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our acquisitions.

Valuation of Goodwill

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

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

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

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

In performing the test, we first evaluate qualitative factors, such as macroeconomic conditions and our overall financial performance to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. We then evaluate how significant each of the identified factors could be to the fair value or carrying amount of a reporting unit and weigh those factors in totality in forming a conclusion of whether or not it is more likely than not that the fair value of a reporting unit is less than its carrying amount (the Step 0 Test). If necessary, the next step in the goodwill impairment test involves comparing the fair value of each of the reporting units to the carrying value of those reporting units. If the carrying value of a reporting unit exceeds the fair value of the reporting unit, an impairment loss would be recognized (not to exceed the carrying amount of goodwill). We performed a Step 0 test on the Global Industrial Packaging – Ipackchem reporting unit in 2024.

For all other reporting units with goodwill balances, we proceeded directly to the quantitative impairment testing and the fair value exceeded carrying value by at least 19%, so no impairment was deemed to exist. Net sales, gross profit margin and operating expense forecasts, as well as the selection of discount rates, are the assumptions that are most sensitive and susceptible to change as they require significant management judgment. In addition, certain future events and circumstances, including deterioration of market conditions, higher cost of capital, a decline in actual and expected consumption and demand, could result in changes to those assumptions and judgments. A revision of those assumptions could cause the fair value of the reporting unit to fall below its respective carrying value. If in future years, our reporting units’ actual results are not consistent with our estimates and assumptions used to calculate fair value, we may be required to recognize material impairments to goodwill.

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Table of Contents

The following table summarizes the carrying amount of goodwill by reporting unit for the year ended October 31, 2024 and 2023:

Goodwill Balance

(in millions)

October 31, 2024

October 31, 2023

Global Industrial Packaging

North America

$

436.2 

$

461.6 

Europe, Middle East and Africa

341.6 

330.0 

Asia Pacific

96.7 

96.0 

Ipackchem

273.8 

— 

Paper Packaging & Services

805.4 

805.4 

Total

$

1,953.7 

$

1,693.0 

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

Recent Accounting Standards

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