Item 2.02. Results of Operations and Financial Condition.

On December 4, 2019, Greif, Inc. (the "Company") issued a press release (the "Earnings Release") announcing the financial results for its fiscal year and fourth quarter ended October 31, 2019. The full text of the Earnings Release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Earnings Release included the following non-GAAP financial measures (the "non-GAAP Measures"):



(i)          the Company's net income, excluding the impact of adjustments, for
             the fiscal year 2019 and the fiscal year 2018, which is equal to the
             Company's consolidated net income for the applicable period plus
             restructuring charges, plus acquisition-related costs, plus debt
             extinguishment charges, plus non-cash asset impairment charges, plus
             non-cash pension settlement charges, less (gain) loss on disposal of
             properties, plants, equipment and businesses, net, less the net tax
             expense (benefit) resulting from the Tax Cut and Jobs Act of 2017
             (the "Tax Reform Act"), each net of tax, noncontrolling interest and
             equity earnings of unconsolidated affiliates and on a consolidated
             basis for the applicable period;


(ii)         the Company's earnings per diluted Class A share, excluding the
             impact of adjustments, for the fiscal year 2019 and the fiscal year
             2018, which is equal to earnings per diluted Class A share of the
             Company for the applicable period plus restructuring charges, plus
             acquisition-related costs, plus debt extinguishment charges, plus
             non-cash asset impairment charges, plus non-cash pension settlement
             charges, less (gain) loss on disposal of properties, plants,
             equipment and businesses, net, less the net tax expense (benefit)
             resulting from the Tax Reform Act, each net of tax, noncontrolling
             interest and equity earnings of unconsolidated affiliates and on a
             consolidated basis for the applicable period;


(iii)        the Company's consolidated Adjusted EBITDA for the fiscal year 2019
             and the fiscal year 2018, which is equal to the Company's
             consolidated net income for the applicable period plus interest
             expense, net, including debt extinguishment charges, plus income tax
             expense, plus depreciation, depletion and amortization expense, plus
             restructuring charges, plus acquisition-related costs, plus non-cash
             asset impairment charges, plus non-cash pension settlement charges,
             less (gain) loss on disposal of properties, plants, equipment and
             businesses, net, each on a consolidated basis for the applicable
             period;


(iv)         the Company's consolidated adjusted free cash flow for the fiscal
             year 2019 and the fiscal year 2018, which is equal to the Company's
             consolidated net cash provided by operating activities for the
             applicable period, plus cash paid for acquisition-related costs,
             plus cash paid for debt issuance costs, plus an additional one-time
             $65.0 million contribution made by the Company to its U.S. defined
             benefit plan during the third quarter of 2018, plus cash paid for
             acquisition-related ERP systems, less cash paid for purchases of
             properties, plants and equipment for the applicable period;


(v)          the Company's net debt as of October 31, 2019 and April 30, 2019,
             which is equal to the Company's consolidated total debt less cash
             and cash equivalents for the applicable period.


(vi)         the Company's net income, excluding the impact of adjustments, for
             the fourth quarter of 2019 and the fourth quarter of 2018, which is
             equal to the Company's consolidated net income for the applicable
             period plus restructuring charges, plus acquisition-related costs,
             plus non-cash asset impairment charges, plus non-cash pension
             settlement charges, less (gain) loss on disposal of properties,
             plants, equipment and businesses, net, less the net tax expense
             (benefit) resulting from the Tax Reform Act, each net of tax,
             noncontrolling interest and equity earnings of unconsolidated
             affiliates and on a consolidated basis for the applicable period;


(vii)        the Company's earnings per diluted Class A share, excluding the
             impact of adjustments, for the fourth quarter of 2019 and the fourth
             quarter of 2018, which is equal to earnings per diluted Class A
             share of the Company for the applicable period plus restructuring
             charges, plus acquisition-related costs, plus non-cash asset
             impairment charges, plus non-cash pension settlement charges, less
             (gain) loss on disposal of properties, plants, equipment and
             businesses, net, less the net tax expense (benefit) resulting from
             the Tax Reform Act, each net of tax, noncontrolling interest and
             equity earnings of unconsolidated affiliates and on a consolidated
             basis for the applicable period;


(viii)       the Company's consolidated Adjusted EBITDA for the fourth quarter of
             2019 and the fourth quarter of 2018, which is equal to the Company's
             consolidated net income for the applicable period plus interest
             expense, net, including debt extinguishment charges, plus income tax
             expense, plus depreciation, depletion and amortization expense, plus
             restructuring charges, plus acquisition-related costs, plus non-cash
             asset impairment charges,

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plus non-cash pension settlement charges, less (gain) loss on disposal of
properties, plants, equipment and businesses, net, each on a consolidated basis
for the applicable period;
(ix)         the Company's consolidated adjusted free cash flow for the fourth
             quarter of 2019 and the fourth quarter of 2018, which is equal to
             the Company's consolidated net cash provided by operating activities
             for the applicable period, plus cash paid for acquisition-related
             costs, plus cash paid for acquisition-related ERP systems, less cash
             paid for purchases of properties, plants and equipment for the
             applicable period;


(x)          the Company's income tax rate, excluding the impact of adjustments,
             for the fourth quarter of 2019, which is equal to the Company's
             consolidated tax expense for such period plus the tax expense
             (benefit) of restructuring charges, plus the tax expense (benefit)
             of acquisition-related costs, plus the tax expense (benefit) of
             non-cash asset impairment charges, plus the net tax expense
             (benefit) resulting from the Tax Reform Act, less the tax expense
             (benefit) of gains on disposal of properties, plants, equipment and
             businesses, net, divided by the Company's consolidated income before
             income tax expense and equity earnings of unconsolidated affiliates,
             net for such period plus restructuring charges, plus
             acquisition-related costs, plus non-cash impairment charges, less
             (gain) loss on disposal of properties, plants, equipment and
             businesses, net, plus the net tax expense (benefit) resulting from
             the Tax Reform Act, each on a consolidated basis for such period;


(xi)         net sales excluding foreign currency translation for the Company's
             Rigid Industrial Packaging & Services business segment for the
             fourth quarter of 2019 and the fourth quarter of 2018, which is
             equal to that business segment's net sales for the applicable
             quarter, after adjusting such sales for the fourth quarter of 2019
             for foreign currency translation;


(xii)        Adjusted EBITDA for the Company's Rigid Industrial Packaging &
             Services business segment for the fourth quarter of 2019 and the
             fourth quarter of 2018, which is equal to that business segment's
             operating profit less other (income) expense, net, less non-cash
             pension settlement charges, less equity earnings of unconsolidated
             affiliates, net of tax, plus depreciation and amortization expense,
             plus restructuring charges, plus acquisition-related costs, plus
             non-cash asset impairment charges, plus non-cash pension settlement
             charges, less (gain) loss on disposal of properties, plants,
             equipment and businesses, net, each for the applicable period;


(xiii)       Adjusted EBITDA for the Company's Paper Packaging & Services
             business segment for the fourth quarter of 2019 and the fourth
             quarter of 2018, which is equal to that business segment's operating
             profit less other (income) expense, net, plus depreciation and
             amortization expense, plus restructuring charges, plus
             acquisition-related costs, plus non-cash asset impairment charges,
             less (gain) loss on disposal of properties, plants, equipment and
             businesses, net, each for the applicable period;


(xiv)        net sales excluding foreign currency translation for the Company's
. . .

Item 7.01. Regulation FD Disclosure.

On December 5, 2019, management of the Company held a conference call with interested investors and financial analysts (the "Conference Call") to discuss the Company's financial results for its fourth quarter ended October 31, 2019. The file transcript of the Conference Call is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.


Exhibit No. Description

  99.1      Press release issued by Greif, Inc. on December 4, 2019 announcing the
            financial results for its fiscal year and fourth quarter ended October
            31, 2019.
  99.2      File transcript of conference call with interested investors and
            financial analysts held by management of Greif, Inc. on December 5,
            2019.

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