Greif : 2021 Annual Report (PDF 1.31 MB)

For the Fiscal year Ended October 31, 2021

Message to Shareholders

Form 10-K

DEAR FELLOW SHAREHOLDERS,

The global Greif team's extraordinary dedication to our business and their commitment to serving our customers with excellence was on full display in 2021.

We experienced a challenging operating environment complicated by the ongoing health pandemic, supply chain disruptions and inflationary pressures beyond our control. Despite this, we generated record sales of $5.5 billion and record Class A earnings per share before adjustments of $5.60 (earnings per share after adjustments was $6.54). In addition, we significantly de-levered our balance sheet and achieved our targeted leverage ratio, improved shareholder returns through an expanded dividend, enhanced customer satisfaction index scores, achieved top decile colleague engagement performance and were named to Newsweek's Most Loved Workplaces list for 2021. Finally, we made notable progress on our sustainability journey, increasing our global waste diversion rate to 85% from 70% last year and announced a new, ambitious science-aligned target to reduce our Scope 1 and 2 greenhouse gas emissions by 28% by 2030.

This was an exceptional year across all facets of our strategy, and we enter our 145th year in business in 2022 from a position of strength. Our robust and diverse product offering, extensive global footprint, differentiated customer service capability and sharp focus on operational execution allow us to best serve the needs of

our customers in a variety of end markets around the world. In 2022, we will continue to advance compelling organic growth opportunities via our disciplined capital allocation process. We will also further demonstrate our commitment to sustainability leadership by exploring new circular economy growth opportunities. While Fiscal 2021 was a record year for Greif, I am even more excited for our future.

We announced a leadership transition earlier this past year as part of a thoughtful and comprehensive, multi- year succession planning process overseen by our board of directors. Upon my retirement on February 1st, 2022, Greif's current Chief Operating Officer, Ole Rosgaard, will become Greif's new President and Chief Executive Officer. I, along with the rest of the board, am highly confident in Ole's ability to lead our company going forward. His operational background, strategic mindset and passion for team building and serving customers, will be advantageous to Greif's future. I look forward to the company thriving under his leadership. I will serve as executive chair of the board to assist in this leadership transition.

Finally, I would be remiss not to recognize the service of two long standing board members: Judith Hook, who provided her unique vision for the company in the last 18 years, passed away on November 17, 2021; and Michael Gasser, chairman of Greif's board and former Chief Executive Officer, who deserves special recognition for his tireless efforts and dedication to our company for the past 27 years in those senior leadership capacities. On behalf of our 16,000 global colleagues, I would like to express our heartfelt gratitude for their contributions to Greif.

This is my final annual shareholder letter as President and Chief Executive Officer of this great company. It has been my distinct honor to serve our global Greif team, and I am extremely proud of what we have accomplished together over these last six years. I am grateful to our colleagues for their dedication to excellence and for their commitment to the team and our customers. Ole Rosgaard, his leadership team and the talent of our dedicated colleagues ensure that the future is bright for Greif.

Thank you for your continued support, confidence, and investment in our company.

Best regards,

Peter G. Watson

President and Chief Executive Officer

GAAP TO NON-GAAP RECONCILIATION
ADJUSTED FREE CASH FLOW (1)
UNAUDITED		Twelve months ended October 31,
(in millions)		2021		2020		2019
Net cash provided by operating activities	$	396.0	$	454.7	$	389.5
Cash paid for purchases of properties, plants and equipment		(140.7)		(131.4)		(156.8)
Free Cash Flow	$	255.3	$	323.3	$	232.7
Cash paid for acquisition and integration related costs		9.1		17.0		29.7
Cash paid for debt issuance costs(2)		-		-		5.1
Cash paid for incremental COVID-19 costs, net (3)		3.3		2.6		-
Cash paid for acquisition and integration related ERP systems (4)		6.4		3.3		0.3
Adjusted Free Cash Flow	$	274.1	$	346.2	$	267.8

(1)Adjusted free cash flow is defined as net cash provided by operating activities, less cash paid for purchases of properties, plants and equipment, plus cash paid for acquisition and integration related costs, plus cash paid for debt issuance costs, plus cash paid for incremental COVID-19 costs, net, plus cash paid for acquisition and integration related ERP systems.

(2)Cash paid for debt issuance costs is defined as cash payments for debt issuance related expenses included within net cash used in operating activities.

(3)Incremental COVID-19 costs, net includes costs directly attributable to COVID-19 such as costs incurred for incremental cleaning and sanitation efforts and employee safety measures, offset by economic relief received from foreign governments.

(4)Cash paid for acquisition and integration related ERP systems is defined as capital expenditures for the integration of Caraustar into Grief's global enterprise resource planning system.

GAAP TO NON-GAAP RECONCILIATION

NET DEBT (5)

UNAUDITED

(in millions)	October 31, 2021	October 31, 2020
Total Debt	$	2,225.6	$	2,487.0
Cash and cash equivalents		(124.6)		(105.9)
Net Debt	$	2,101.0	$	2,381.1
(5) Net debt is defined as total debt less cash and cash equivalents.
GAAP TO NON-GAAP RECONCILIATION
NET INCOME, CLASS A EARNINGS PER SHARE BEFORE ADJUSTMENTS (6)
UNAUDITED
	Income before Income
	Tax Expense and Equity									Diluted
		Earnings of								Net Income	Class A
	Unconsolidated Affiliates,		Income Tax	Equity	Noncontrolling	Attributable to	Earnings
(in millions, except earnings per share)		net	(Benefit) Expense	Earnings		Interest		Greif, Inc.	Per Share
Twelve Months Ended October 31, 2021	$	478.6	$	69.6	$	(4.2)	$	22.5	$	390.7	$	6.54
Restructuring charges		23.1		5.2		-		1.3		16.6		0.26
Acquisition and integration related costs		9.1		2.2		-		-		6.9		0.12
Non-cash asset impairment charges		8.9		1.6		-		0.1		7.2		0.12
Non-cash pension settlement charges		9.1		2.1		-		-		7.0		0.12
Incremental COVID-19 costs, net		3.3		0.9		-		0.3		2.1		0.04
Gain on disposal of properties, plants, equipment and businesses, net		(3.5)		(0.3)		-		0.1		(3.3)		(0.06)
Timberland gains, net		(95.7)		(3.0)		-		-		(92.7)		(1.54)
Excluding Adjustments	$	432.9	$	78.3	$	(4.2)	$	24.3	$	334.5	$	5.60

(6) Adjustments that are excluded from net income before adjustments and from earnings per diluted Class A share before adjustments are restructuring charges, acquisition and integration related costs, non-cash asset impairment charges, non-cash pension settlement charges, incremental COVID-19 costs, net, (gain) loss on disposal of properties, plants, equipment and businesses, net and timberland gains, net.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2021

or

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

Commission file number: 001-00566

	®
	PA C K A G I N G S U C C E S S T O G E T H E R ™
		GREIF, INC.
(Exact name of Registrant as specified in its charter)
Delaware				31-4388903
(State or other jurisdiction of				(I.R.S. Employer
incorporation or organization)				Identification No.)
425 Winter Road Delaware Ohio				43015
(Address of principal executive offices)				(Zip Code)
	[phone]
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class		Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock		GEF	New York Stock Exchange
Class B Common Stock		GEF-B	New York Stock Exchange

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

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No □

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes □ No ☑

Indicate by check mark whether the Registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No □ Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted

pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes ☑ No □

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of ''large accelerated filer,'' ''accelerated filer,'' ''smaller reporting company,'' and ''emerging growth company'' in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	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 has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes □ No ☑

The aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the Registrant's most recently completed second fiscal quarter was as follows:

Non-voting common equity (Class A Common Stock) $1,531,049,011

Voting common equity (Class B Common Stock) $347,877,449

The number of shares outstanding of each of the Registrant's classes of common stock, as of December 13, 2021, was as follows:

Class A Common Stock 26,550,924 shares

Class B Common Stock 22,007,725 shares

Listed hereunder are the documents, portions of which are incorporated by reference, and the parts of this Form 10-K into which such portions are incorporated:

1. The Registrant's Definitive Proxy Statement for use in connection with the Annual Meeting of Stockholders to be held on March 1, 2022 (the ''2022 Proxy Statement''), portions of which are incorporated by reference into Parts II and III of this Form 10-K. The 2022 Proxy Statement will be filed within 120 days of October 31, 2021.