Table of $62.0 million to complete this acquisition. Of this amount, $35.2 million was recognized in the condensed consolidated statements of income as of April 30, 2019 and the remaining $26.8 million in transaction costs was capitalized in accordance with ASC 470, "Debt", and is presented as part of the condensed consolidated balance sheets as of April 30, 2019. Income statement impacts included $12.0 million, in the Acquisition-Related Costs financial statement line item, $21.9 million in the and Debt Extinguishment Charges financial statement line item, and $1.3 million in the Interest Expense financialContents

statement line item for the portion of the capitalized costs amortized through April 30, 2019. Balance sheet impacts includes $17.9 million within Long-Term Debt and $8.9 million within Other Long-Term Assets.

The following table summarizes the consideration transferred to acquire Caraustar and the ~~preliminary~~final valuation of identifiable assets acquired and liabilities assumed at the acquisition ~~date.~~date, as well as measurement period adjustments made since the acquisition in 2019 through the close of measurement period:


(in millions)	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments (1)		Amount Recognized as of Acquisition Date (as Adjusted)
Fair value of consideration transferred
Cash consideration	$	1,834.9	$	—	$	1,834.9

Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable	$	147.0	$	—	$	147.0
Inventories	103.9		(4.4)		99.5
Prepaid and other current assets	21.5		(9.3)		12.2
Intangibles	717.1		8.4		725.5
Other long-term assets	1.3		4.3		5.6
Properties, plants and equipment	521.3		(17.6)		503.7
Total assets acquired	1,512.1		(18.6)		1,493.5

Accounts payable	(99.5)		—		(99.5)
Accrued payroll and employee benefits	(42.9)		(7.2)		(50.1)
Other current liabilities	(21.8)		4.5		(17.3)
Long-term deferred tax liability	(185.7)		52.0		(133.7)
Pension and postretirement obligations	(67.1)		—		(67.1)
Other long-term liabilities	(12.7)		(7.5)		(20.2)
Total liabilities assumed	(429.7)		41.8		(387.9)
Total identifiable net assets	$	1,082.4	$	23.2	$	1,105.6
Goodwill	$	752.5	$	(23.2)	$	729.3

(in millions)
Fair value of consideration transferred
Cash consideration $ 1,834.9

Recognized amounts of identifiable assets acquired and liabilities assumed
Accounts receivable 147.0
Inventories 103.9
Prepaid and other current assets 21.5
Intangibles 717.1
Other long-term assets 1.3
Properties, plants and equipment 521.3
Total assets acquired 1,512.1

Accounts payable (99.5 )
Accrued payroll and employee benefits (42.9 )
Other current liabilities (21.8 )
Long-term deferred tax liability (185.7 )
Pension and postretirement obligations (67.1 )
Other long-term liabilities (12.7 )
Total liabilities assumed (429.7 )
Total identifiable net assets $ 1,082.4
Goodwill $ 752.5
(1) The measurement adjustments were primarily due to refinement to third party appraisals and carrying amounts of certain assets and liabilities, as well as adjustments to certain tax accounts based on, among other things, adjustments to deferred tax liabilities. The net impact of the measurement period adjustments resulted in a net $23.2 million decrease to goodwill. The measurement adjustments recorded did not have a significant impact on the Company's interim condensed consolidated statements of income for the three and six months ended April 30, 2020.

The Company recognized goodwill related to this acquisition of ~~$752.5~~$729.3 million. The goodwill recognized in this acquisition is attributable to the acquired assembled workforce, expected synergies, and economies of scale, none of which qualify for recognition as a separate intangible asset. Caraustar ~~will be~~is reported within the Paper Packaging & Services segment to which the goodwill was assigned. The goodwill is not expected to be deductible for tax purposes.

The cost approach was used to determine the fair value for buildings, improvements and equipment, and the market approach was used to determine the fair value for land. The cost approach measures the value by estimating the cost to acquire, or construct, comparable assets and adjusts for age and condition. The Company assigned buildings and improvements a useful life ranging from 1 year to 20 years and equipment a useful life ranging from 1 year to 15 years. Acquired property, plant and equipment ~~will be~~are being depreciated over its estimated remaining useful lives on a straight-line basis.

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

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Acquired intangible assets ~~will be~~are being amortized over the estimated useful lives, primarily on a straight-line basis. The following table summarizes the ~~preliminary~~final purchase price allocation and weighted average remaining useful lives for identifiable intangible assets acquired:


(in millions)	Final Purchase Price Allocation		Weighted Average Estimated Useful Life
Customer relationships	$	708.0	15.0
Trademarks	15.0		3.0
Other	2.5		4.6
Total intangible assets	$	725.5

(in millions) Preliminary Fair Value Weighted Average Estimated Useful Life
Customer relationships $ 700.0
15.0
Trademarks 15.0
3.0
Other 2.1
1.2
Total intangible assets $ 717.1

~~The~~As of April 30, 2020, the Company ~~has not yet finalized~~had completed the determination of the fair value of assets acquired and liabilities assumed ~~including income taxes and contingencies.~~related to the Caraustar Acquisition. The Company expects to finalize these amounts within one year of the acquisition date. The estimate of fair value and purchase price allocation were based on information available at the time of closing the acquisition, and the Company continues to ~~evaluate~~execute on synergies and location rationalization, including the ~~underlying inputs~~closure of our Mobile, Alabama Mill announced in June 3, 2020.

Divestitures

During the second quarter of 2020, the Company completed its divestiture of a U.S. business in the Paper Packaging & Services segment, the Consumer Packaging Group ("CPG") business, for $85.0 million, before preliminary adjustments at closing of $3.4 million and ~~assumptions that are being used in fair value estimates. Accordingly, these preliminary estimates are~~ subject to final adjustments, ~~during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as~~for current net cash proceeds of ~~the date~~$81.6 million. The loss on sale of ~~closing the acquisition.~~

~~Caraustar's results of operations have been included in the Company's financial statements for the period subsequent to the acquisition date of February 11, 2019. Caraustar contributed~~business, net ~~sales of $293.3 million and net income attributable to Greif, Inc. of $7.7 million~~ for the three and six months ended April 30, ~~2019.~~

The following unaudited supplemental pro forma data presents consolidated information as if the acquisition had been completed on November 1, 2017. These amounts were calculated after adjusting Caraustar's results2020 was $38.4 million, including goodwill allocated to reflect interest expense incurred on the debt to finance the acquisition, additional depreciation and amortization that would have been charged assuming the fair value of property, plant and equipment and intangible assets had been applied from November 1, 2017, the adjusted tax expense, and related transaction costs of $35.2 million. These adjustments also include an additional charge of $9.0 million in the six month period ended April 30, 2018 for the fair value adjustment for inventory acquired.

Three Months Ended
April 30, Six Months Ended
April 30,
(in millions, except per share amounts) 2019 2018 2019 2018
Pro forma net sales $ 1,244.8
$ 1,302.2
$ 2,474.0
$ 2,517.2
Pro forma net (loss) income attributable to Greif, Inc. $ 7.2
$ 39.4
$ 28.0
$ 46.0
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock $ 0.12
$ 0.67
$ 0.48
$ 0.79
Class B common stock $ 0.18
$ 1.00
$ 0.71
$ 1.17
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock $ 0.12
$ 0.67
$ 0.48
$ 0.79
Class B common stock $ 0.18
$ 1.00
$ 0.71
$ 1.17

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

~~Divestitures~~

For the six months ended April 30, 2019, the Company completed one divestiture of a non-U.S. business in the Rigid Industrial Packaging & Services segment, liquidated one non-strategic non-U.S. business in the Rigid Industrial Packaging & Services segment, and deconsolidated one wholly-owned non-U.S. business in the Rigid Industrial Packaging & Services segment. The loss on disposal of businesses was $1.7 million for the six months ended April 30, 2019. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the six months ended April 30, 2019 were $0.8 million. The Company has $2.4 million of notes receivable recorded from the sale of ~~businesses.~~$35.6 million.

For the six months ended April 30, 2018 , the Company completed no divestitures. Proceeds from divestitures that were completed in fiscal year 2017 and collected during the six months ended April 30, 2018 were $0.5 million. Proceeds from divestitures that were completed in fiscal year 2015 and collected during the six months ended April 30, 2018 were $0.9 million. The ~~Company has $2.9 million of notes receivable recorded from the sale of businesses.~~

~~None of the above-referenced divestitures in 2019 or 2018 qualified~~CPG business divestiture did not qualify as discontinued operations as ~~they do~~it did not ~~individually or in the aggregate,~~ represent a strategic shift that has had a major impact on the Company's operations or financial results.

NOTE ~~4 — SALE OF NON-UNITED STATES ACCOUNTS RECEIVABLE~~

During the first quarter of 2019, a parent-level guarantee was added to the European RPA and the Singapore RPA (as such terms are defined below). As a result, the $109.4 million of receivables outstanding under the European RPA and the Singapore RPA as of April 30, 2019 is reported as long-term debt in the interim condensed consolidated balance sheet because the Company intends to refinance these obligations on a long-term basis and has the intent and ability to consummate a long-term refinancing by exercising the renewal option in the respective agreement or entering into new financing arrangements.

In 2012, Cooperage Receivables Finance B.V. (the “Main SPV”) and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc. (“Seller”), entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank (the “Purchasing Bank Affiliates”). On April 17, 2019, the Main SPV and Seller amended and extended the term of the existing European RPA through April 17, 2020. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($111.5 million as of April 30, 2019). Under the terms of the European RPA, the Company has the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable.

Under the terms of the European RPA, the Company has agreed to sell trade receivables meeting certain eligibility requirements that the Seller had purchased from other indirect wholly-owned subsidiaries of the Company under a factoring agreement. Prior to November 1, 2018, the structure of the transactions provided for a legal true sale, on a revolving basis, of the receivables transferred from the Company's various subsidiaries to the respective Purchasing Bank Affiliates. The purchaser funds an initial purchase price of a certain percentage of eligible receivables based on a formula, with the initial purchase price approximating 75 percent to 90 percent of eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.

In October 2007, Greif Singapore Pte. Ltd., an indirect wholly-owned subsidiary of Greif, Inc., entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of aggregate receivables that may be financed under the Singapore RPA is 15.0 million Singapore Dollars ($11.0 million as of April 30, 2019).

Under the terms of the Singapore RPA, the Company has agreed to sell trade receivables in exchange for an initial purchase price of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.

Prior to November 1, 2018, the Company removed from accounts receivable the amount of proceeds received from the initial purchase price since they met the applicable criteria of ASC 860, “Transfers and Servicing,” and the Company continued to recognize the deferred purchase price in other current assets or other current liabilities on the Company’s interim condensed consolidated balance sheets, as appropriate. The receivables were sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates. The cash initially received, along with the deferred purchase price, related to the sale or ultimate collection of the underlying receivables and was not subject to significant other risks given their short term nature. Therefore, the Company reflected all cash flows under the accounts receivable sales programs as operating cash flows on the Company’s interim condensed consolidated statements of cash flows.

The Company performs collections and administrative functions on the receivables, related to the both the European RPA and Singapore RPA, similar to the procedures it uses for collecting all of its receivables. The servicing liability for these receivables is not material to the interim condensed consolidated financial statements.

~~NOTE 5 — ASSETS AND LIABILITIES HELD FOR SALE AND DISPOSALS OF PROPERTIES, PLANTS AND EQUIPMENT, NET~~

As of April 30, 2019, there were three asset groups within the Rigid Industrial Packaging & Services segment classified as assets held for sale, one asset group within the Paper Packaging & Services segment classified as assets held for sale, and two Corporate asset groups classified as assets held for sale. The assets held for sale are being marketed for sale, and it is the Company’s intention to complete the sales within twelve months following their initial classification as held for sale.

As of October 31, 2018, there were two asset groups in the Rigid Industrial Packaging & Services segment classified as assets held for sale and one asset group within the Paper Packaging & Services segment classified as assets held for sale.

For the three months ended April 30, 2019, the Company recorded a gain on disposal of properties, plants and equipment, net of $4.9 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in losses of $0.1 million, disposals of assets in the Paper Packaging & Services segment that resulted in losses of $0.1 million, and disposals of assets in the Flexible Packaging & Services segment that resulted in gains of $5.1 million. The Company has $3.4 million of notes receivable recorded from the sale of properties, plants and equipment.

For the six months ended April 30, 2019, the Company recorded a gain on disposal of properties, plants and equipment, net of $5.8 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $0.2 million, disposals of assets in the Flexible Packaging & Services segment that resulted in gains of $5.1 million, and special use property sales that resulted in gains of $0.5 million in the Land Management segment.

For the three months ended April 30, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $1.5 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $1.1 million and special use property sales that resulted in gains of $0.4 million in the Land Management segment.

For the six months ended April 30, 2018, the Company recorded a gain on disposal of properties, plants and equipment, net of $6.1 million. This included disposals of assets in the Rigid Industrial Packaging & Services segment that resulted in gains of $4.5 million and special use property sales that resulted in gains of $1.6 million in the Land Management segment.

~~NOTE 6~~3 — GOODWILL AND OTHER INTANGIBLE ASSETS

The following table summarizes the changes in the carrying amount of goodwill by segment for the six months ended April 30, ~~2019:~~2020:


(in millions)	Rigid Industrial Packaging & Services		Paper Packaging & Services		Total
Balance at October 31, 2019	$	731.7	$	786.1	$	1,517.8

Goodwill allocated to divestitures	—		(35.6)		(35.6)
Goodwill adjustments related to acquisitions	—		2.8		2.8

Currency translation	(10.3)		—		(10.3)
Balance at April 30, 2020	$	721.4	$	753.3	$	1,474.7

(in millions)
Rigid
Industrial
Packaging
& Services

Paper
Packaging
& Services
Total
Balance at October 31, 2018 $ 716.5
$ 59.5
$ 776.0
Goodwill acquired —
752.5
752.5
Currency translation (5.9 ) —
(5.9 )
Balance at April 30, 2019 $ 710.6
$ 812.0
$ 1,522.6

The ~~Caraustar Acquisition added $752.5~~$2.8 million of goodwill adjustment to the Paper Packaging & Services ~~segment.~~segment is due to measurement period adjustment of the Caraustar Acquisition. The $35.6 million of goodwill allocated to divestitures to the Paper Packaging & Services segment is due to the divestiture of the CPG business. See Note 32 to the ~~interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements for additional disclosure of goodwill ~~added~~adjustments by ~~Caraustar Acquisition.~~acquisitions and divestitures.

The following table summarizes the carrying amount of net ~~other~~ intangible assets by class as of April 30, ~~2019~~2020 and October 31, ~~2018:~~2019:

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(in millions)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets		(in millions)	Gross Intangible Assets		Accumulated Amortization		Net Intangible Assets
April 30, 2019:
April 30, 2020:							April 30, 2020:
Indefinite lived:							Indefinite lived:
Trademarks and patents	$	13.2	$	—	$	13.2	Trademarks and patents	$	13.0	$	—	$	13.0
Definite lived:							Definite lived:
Customer relationships	861.0		120.6		740.4		Customer relationships	884.1		174.9		709.2

Trademarks, patents and trade names	25.8		6.4		19.4		Trademarks, patents and trade names	26.7		12.0		14.7
Non-compete agreements	0.9		0.1		0.8		Non-compete agreements	2.2		1.5		0.7
Other	22.0		17.0		5.0		Other	21.4		18.8		2.6
Total	$	922.9	$	144.1	$	778.8	Total	$	947.4	$	207.2	$	740.2

Three Months Ended
April 30,
(in millions) 2019 2018
Net sales:
Rigid Industrial Packaging & Services $ 631.6
$ 662.7
Paper Packaging & Services 497.6
213.9
Flexible Products & Services 77.0
84.1
Land Management 7.1
7.6
Total net sales $ 1,213.3
$ 968.3
Operating profit:
Rigid Industrial Packaging & Services $ 47.0
$ 47.2
Paper Packaging & Services 30.2
33.0
Flexible Products & Services 11.2
5.0
Land Management 2.2
2.5
Total operating profit $ 90.6
$ 87.7
EBITDA:
Rigid Industrial Packaging & Services $ 62.5
$ 66.3
Paper Packaging & Services 65.4
41.1
Flexible Products & Services 12.8
7.4
Land Management 3.2
3.6
Total EBITDA $ 143.9
$ 118.4
Adjusted EBITDA:
Rigid Industrial Packaging & Services $ 68.9
$ 71.6
Paper Packaging & Services 82.1
41.1
Flexible Products & Services 7.7
7.4
Land Management 3.3
3.2
Total Adjusted EBITDA $ 162.0
$ 123.3

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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 the three months ended April 30, ~~2019~~2020 and ~~2018:~~2019:


	Three Months Ended April 30,
(in millions)	2020		2019
Net income	$	15.8	$	21.1
Plus: interest expense, net	29.3		33.9
Plus: debt extinguishment charges	—		21.9
Plus: income tax expense	26.5		11.5
Plus: depreciation, depletion and amortization expense	61.2		55.5
EBITDA	$	132.8	$	143.9
Net income	$	15.8	$	21.1
Plus: interest expense, net	29.3		33.9

Plus: debt extinguishment charges	—		21.9
Plus: income tax expense	26.5		11.5
Plus: other expense, net	1.1		2.3
Plus: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)
Operating profit	72.0		90.6
Less: other expense, net	1.1		2.3

Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)
Plus: depreciation, depletion and amortization expense	61.2		55.5
EBITDA	132.8		143.9
Plus: restructuring charges	4.4		7.5
Plus: acquisition and integration related costs	4.8		13.8
Plus: non-cash asset impairment charges	1.3		—

Plus: incremental COVID-19 costs, net	0.9		—
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net	37.1		(3.2)
Adjusted EBITDA	$	181.3	$	162.0

Three Months Ended
April 30,
(in millions) 2019 2018
Net income $ 21.1
$ 51.9
Plus: interest expense, net 33.9
13.0
Plus: debt extinguishment charges 21.9
—
Plus: income tax expense (benefit) 11.5
21.1
Plus: depreciation, depletion and amortization expense 55.5
32.4
EBITDA $ 143.9
$ 118.4
Net income $ 21.1
$ 51.9
Plus: interest expense, net 33.9
13.0
Plus: debt extinguishment charges 21.9
—
Plus: income tax expense (benefit) 11.5
21.1
Plus: other expense, net 2.3
2.5
Plus: equity earnings of unconsolidated affiliates, net of tax (0.1 ) (0.8 )
Operating profit 90.6
87.7
Less: other expense, net 2.3
2.5
Less: equity earnings of unconsolidated affiliates, net of tax (0.1 ) (0.8 )
Plus: depreciation, depletion and amortization expense 55.5
32.4
EBITDA $ 143.9
$ 118.4
Plus: restructuring charges 7.5
6.0
Plus: acquisition-related costs 13.8
—
Plus: non-cash asset impairment charges —
0.4
Plus: gain on disposal of properties, plants, equipment, and businesses, net (3.2 ) (1.5 )
Adjusted EBITDA $ 162.0
$ 123.3

Table of Contents

The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the three months ended April 30, ~~2019~~2020 and ~~2018:~~2019:


	Three Months Ended April 30,
(in millions)	2020		2019
Rigid Industrial Packaging & Services
Operating profit	$	70.5	$	47.0
Less: other expense, net	1.3		3.3

Less: equity earnings of unconsolidated affiliates, net of tax	(0.7)		(0.1)
Plus: depreciation and amortization expense	20.0		18.7
EBITDA	89.9		62.5
Plus: restructuring charges	2.0		4.4
Plus: acquisition and integration related costs	—		0.2
Plus: non-cash asset impairment charges	1.3		—

Plus: incremental COVID-19 costs, net	0.3		—
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net	(1.3)		1.8
Adjusted EBITDA	$	92.2	$	68.9
Paper Packaging & Services
Operating (loss) profit	$	(5.5)	$	30.2
Less: other income, net	(0.2)		(1.0)

Plus: depreciation and amortization expense	38.8		34.2
EBITDA	33.5		65.4
Plus: restructuring charges	1.7		3.0
Plus: acquisition and integration related costs	4.8		13.6

Plus: incremental COVID-19 costs, net	0.5		—
Less: loss on disposal of properties, plants, equipment, and businesses, net	38.6		0.1
Adjusted EBITDA	$	79.1	$	82.1
Flexible Products & Services
Operating profit	$	4.6	$	11.2


Plus: depreciation and amortization expense	1.5		1.6
EBITDA	6.1		12.8
Plus: restructuring charges	0.7		—
Plus: incremental COVID-19 costs, net	0.1		—
Less: gain on disposal of properties, plants, equipment, and businesses, net	—		(5.1)
Adjusted EBITDA	$	6.9	$	7.7
Land Management
Operating profit	$	2.4	$	2.2

Plus: depreciation, depletion and amortization expense	0.9		1.0
EBITDA	3.3		3.2

Plus: restructuring charges	—		0.1
Less: gain on disposal of properties, plants, equipment, and businesses, net	(0.2)		—
Adjusted EBITDA	$	3.1	$	3.3

Three Months Ended
April 30,
(in millions) 2019 2018
Rigid Industrial Packaging & Services
Operating profit 47.0
47.2
Less: other (income) expense, net 3.3
2.8
Less: equity earnings of unconsolidated affiliates, net of tax (0.1 ) (0.8 )
Plus: depreciation and amortization expense 18.7
21.1
EBITDA $ 62.5
$ 66.3
Plus: restructuring charges 4.4
6.0
Plus: acquisition-related costs 0.2
—
Plus: non-cash asset impairment charges —
0.4
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net 1.8
(1.1 )
Adjusted EBITDA $ 68.9
$ 71.6
Paper Packaging & Services
Operating profit 30.2
33.0
Less: other (income) expense, net (1.0 ) 0.3
Plus: depreciation and amortization expense 34.2
8.4
EBITDA $ 65.4
$ 41.1
Plus: restructuring charges 3.0
—
Plus: acquisition-related costs 13.6
—
Less: (gain) loss on disposal of properties, plants, equipment, net 0.1
—
Adjusted EBITDA $ 82.1
$ 41.1
Flexible Products & Services
Operating profit 11.2
5.0
Less: other (income) expense, net —
(0.6 )
Plus: depreciation and amortization expense 1.6
1.8
EBITDA $ 12.8
$ 7.4
Less: (gain) loss on disposal of properties, plants, equipment, net (5.1 ) —
Adjusted EBITDA $ 7.7
$ 7.4
Land Management
Operating profit 2.2
2.5
Plus: depreciation, depletion and amortization expense 1.0
1.1
EBITDA $ 3.2
$ 3.6
Plus: restructuring charges 0.1
—
Less: (gain) loss on disposal of properties, plants, equipment, net —
(0.4 )
Adjusted EBITDA $ 3.3
$ 3.2

Net Sales

Net sales were $1,158.3 million for the second quarter of 2020 compared with $1,213.3 million for the second quarter of ~~2019 compared with $968.3~~2019. The $55.0 million ~~for the second quarter of 2018. The 25.3 percent increase~~decrease was primarily due to lower average net sales prices as a result of raw material price decreases and corresponding contractual price adjustment mechanisms, the ~~sales contributed by~~divestiture of the ~~acquired Caraustar operations,~~CPG business, and the impact of foreign currency translation, partially offset by ~~lower volumes certain in regions.~~the additional Caraustar ownership period and strategic pricing actions. See the "Segment Review" below for additional information on net sales by segment for the second quarter of ~~2019.~~2020.

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Gross Profit

Gross profit was $240.7 million for the second quarter of 2020 compared with $248.7 million for the second quarter of ~~2019 compared with $195.3 million for the second quarter of 2018.~~2019. The respective reasons for the ~~change~~improvement or decline in gross profit, as the case may be, for each segment are described below in the “Segment Review.” Gross profit margin was 20.8 percent for the second quarter of 2020 compared with 20.5 percent for the second quarter of ~~2019 compared with 20.2 percent for the second quarter of 2018.~~2019.

Selling, General and Administrative Expenses

Selling, general and administrative (“SG&A”) expenses were $121.1 million for the second quarter of 2020 and $140.0 million for the second quarter of ~~2019~~2019. This decrease was primarily due to a reduction in performance based compensation, salaries and ~~$102.7 million~~benefits costs, professional fees, and business travel. SG&A expenses were 10.5 percent of net sales for the second quarter of ~~2018. This increase was primarily due to expenses attributable to the acquired Caraustar operations, partially offset by a decrease in salaries and benefits costs. SG&A expenses were~~2020 compared with 11.5 percent of net sales for the second quarter of ~~2019 compared with 10.6 percent of net sales for the second quarter of 2018.~~2019.

Restructuring Charges

Restructuring charges were $4.4 million for the second quarter of 2020 compared with $7.5 million for the second quarter of ~~2019 compared with $6.0 million for the second quarter of 2018.~~2019. See Note 74 to the ~~interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional ~~information on the restructuring charges reported~~information.

Acquisition and Integration related Costs

Acquisition and integration related costs were $4.8 million for the second quarter of 2020 compared with $13.8 million for the second quarter of 2019.We completed our acquisition of Caraustar on February 11, 2019 (the “Caraustar Acquisition”) and our acquisition of Tholu B.V. and its wholly owned subsidiary A. Thomassen Transport B.V. (collectively "Tholu") on June 11, 2019 (the "Tholu Acquisition"). The decrease in acquisition and integration related costs was primarily due to reduction of expenses over those incurred in connection with the Caraustar Acquisition last year. See Note 2 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

Impairment Charges

Non-cash asset impairment charges were $1.3 million for the second quarter of 2020 compared with zero for the second quarter of 2019. See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

Gain on Disposal of Properties, Plants and Equipment, net

TheThe gain on ~~disposal~~disposal of properties, plants and equipment, net was ~~$4.9~~$1.3 million and ~~$1.5~~$4.9 million for the second quarter of 2020 and 2019, ~~and 2018,~~ respectively. ~~See Note 5 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the gain reported for the second quarter of 2019.~~

Loss on Disposal of Businesses, net

The loss on disposal of business, net was $38.4 million and $1.7 million for the second quarter of ~~2019. There~~2020 and 2019, respectively. This increase was ~~no gain on disposal~~primarily due to the divestiture of ~~businesses, net for~~ the ~~second quarter of 2018.~~CPG business. See Note 32 to the ~~interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional ~~information on the loss reported for the second quarter of 2019.~~information.

Financial Measures

Operating profit was $72.0 million for the second quarter of 2020 compared with $90.6 million for the second quarter of ~~2019 compared with $87.7~~2019. Net income was $15.8 million for the second quarter of ~~2018. Net income was~~2020 compared with $21.1 million for the second quarter of ~~2019 compared with $51.9~~2019. Adjusted EBITDA was $181.3 million for the second quarter of ~~2018. Adjusted EBITDA was~~2020 compared with $162.0 million for the second quarter of ~~2019 compared with $123.3 million for the second quarter of 2018.~~2019. The ~~$38.7~~$19.3 million increase in Adjusted EBITDA was primarily due to favorable timing on contractual price adjustment mechanisms, the ~~contribution from the acquired~~eleven day additional Caraustar ~~operations~~ownership period this quarter and ~~an increase~~a reduction in ~~selling prices on our primary products as a result of strategic pricing decisions.~~SG&A expense.

Trends

We anticipate demand softness in our industrial manufacturing businesses, particularly in North America, for the remainder of our fiscal year, although more severe in our third quarter than in our fourth quarter. The increased customer stocking due to concerns over COVID-19 that occurred during our second quarter will result in decreased demand in many of our regions and businesses until restocking occurs. This will be partially offset by month over month demand increasing as businesses in end markets that were adversely affected by COVID-19, including automobile manufacturers and their supply chain and lubricant,

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paint, chemical and textile manufacturers, resume more normal production levels; although we believe this will be a slow process and volumes will be significantly lower on a year over year basis compared to 2019.

We expect raw material prices for steel and resin to remain relatively stable throughout the remainder of 2020. However, prices for old corrugated containers in the U.S. have been increasing due to supply shortages caused by the impact of COVID-19 on the collection of used containers. We expect such prices to peak during our third quarter and decrease over the remainder of the year to levels comparable to last year. These increases will continue to intensify the price-cost squeeze in our Paper Packaging & Services segment.

We also anticipate global macroeconomic conditions to continue to remain choppy through 2019 depending on the region and end use segment. In our Paper Packaging & Services business segment, containerboard demand is expected to remain soft in the U.S. and the rest of the world duringvolatile throughout the remainder of our fiscal year due to the ~~fiscal year. In~~ongoing direct and indirect economic impacts of COVID-19 on our ~~Rigid Industrial Packaging & Services business segment, we anticipate continued softness in Western~~customers and Central Europe, China and the U.S. Gulf region, partially offset by positive overall demand patterns in other regions, like Eastern Europe, the Middle East and Southern Europe and slight improvement in the second half of the calendar year in chemical end use segments. Raw material prices for steel, resin and old corrugated containers are expected to remain volatile, but transportation costs are expected to be relatively stable for the remainder of 2019.their customers.

Segment Review

Rigid Industrial Packaging & Services

Our Rigid Industrial Packaging & Services segment offers a comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, closure systems for industrial packaging products, transit protection products, water bottles and remanufactured and reconditioned industrial containers, and services, such as container life cycle management, filling, logistics, warehousing and other packaging services. Key factors influencing profitability in the Rigid Industrial Packaging & Services segment are:

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

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

•Energy and transportation costs;

•Benefits from executing the Greif Business System;

•Restructuring charges;

•Acquisition of businesses and facilities;

•Divestiture of businesses and facilities; and

•Impact of foreign currency translation.

Net sales ~~decreased 4.7 percent to~~were $602.6 million for the second quarter of 2020 compared with $631.6 million for the second quarter of ~~2019 compared with $662.7~~2019. The $29.0 million decrease in net sales was primarily due to foreign currency translation impact and lower average sale prices as a result of raw material price decreases and corresponding contractual price adjustment mechanisms, partially offset by strategic pricing actions and stronger volumes in certain regions.

Gross profit was $129.3 million for the second quarter of 2018. The $31.1 million decrease in net sales was due primarily to the impact of foreign currency translation and decreased volume in certain regions, partially offset by an increase in selling prices due to strategic pricing decisions.

~~Gross profit was~~2020 compared with $121.0 million for the second quarter of 2019. The $8.3 million increase in gross profit was primarily due to the lower priced raw materials, the timing of contractual pass through arrangements, strategic pricing actions, and product mix shifts. Gross profit margin increased to 21.5 percent from 19.2 percent for the three months ended April 30, 2020 and 2019, ~~compared with $124.9~~respectively.

Operating profit was $70.5 million for the second quarter of ~~2018.~~2020 compared with operating profit of $47.0 million for the second quarter of 2019. Adjusted EBITDA was $92.2 million for the second quarter of 2020 compared with $68.9 million for the second quarter of 2019. The ~~$3.9 million decrease in gross profit~~increase was primarily due to the same factors that impacted ~~net sales. Gross~~gross profit ~~margin increased to 19.2 percent from 18.8 percent for the three months ended April 30, 2019~~ and ~~2018, respectively.~~

Operating profit was $47.0 million for the second quarter of 2019 compared with operating profit of $47.2 million for the second quarter of 2018. Adjusted EBITDA was $68.9 million for the second quarter of 2019 compared with $71.6 million for the second quarter of 2018. The $2.7 million decrease was due to the same factors that impacted net sales, partially offset by a reduction in ~~segment~~the segment’s SG&A ~~expense.~~expense due to a decrease in performance based compensation, cost reduction activities, and the segment receiving a smaller portion of allocated corporate costs.

Paper Packaging & Services

Our Paper Packaging & Services segment produces and sells containerboard, corrugated sheets, corrugated containers, and other corrugated ~~and specialty~~ products to customers in North ~~America.~~America in industries such as packaging, automotive, food and building products. Our corrugated container products are used to ship such diverse products as home appliances, small machinery, grocery products, automotive components, books and furniture, as well as numerous other applications. We also produce and sell coated and uncoated recycled paperboard, some of which we use to produce and sell industrial products (tubes and cores, construction products, protective packaging, and adhesives) and consumer packaging products (folding cartons, set-up boxes, and packaging services) ~~that we sell.~~. In addition, we also purchase and sell recycled fiber. On April 1, 2020, we completed the divestiture

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of the CPG business and we no longer produce and sell consumer packaging products (folding cartons, set-up boxes, and packaging services). Key factors influencing profitability in the Paper Packaging & Services 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;

•Acquisition of businesses and facilities;

•Restructuring ~~charges.~~charges; and

•Divestiture of businesses and facilities.

Net sales ~~increased 132.6 percent to~~were $481.6 million for the second quarter of 2020 compared with $497.6 million for the second quarter of ~~2019~~2019. The $16.0 million decrease was primarily due to lower published containerboard and boxboard prices and the divestment of the CPG business, partially offset by the Company's eleven day additional ownership period for the quarter compared ~~with $213.9~~to 2019. The Company took approximately 24,000 tons of economic downtime across its containerboard operations during the quarter.

Gross profit was $94.9 million for the second quarter of ~~2018, primarily due to $293.3 million of contribution from the acquired Caraustar operations, partially offset by lower containerboard sales volumes.~~

~~Gross profit was~~2020 compared with $108.3 million for the second quarter of ~~2019 compared with $49.9 million for the second quarter of 2018.~~2019. The ~~increase~~decrease in gross profit was primarily due to ~~$56.3 million of contribution from~~ the ~~acquired Caraustar operations.~~same factors that impacted net sales. Gross profit margin was ~~21.8~~19.7 percent and ~~23.3~~21.8 percent for the second ~~quarters~~quarter of 2020 and 2019, ~~and 2018,~~ respectively. ~~The decrease in gross profit margin was primarily due to lower gross profit margin related to the acquired Caraustar operations.~~

Operating (loss) profit was $(5.5) million for the second quarter of 2020 compared with $30.2 million for the second quarter of ~~2019 compared with $33.0~~2019. The decrease in operating profit was primarily due to the loss on divestment of the CPG business due to the allocation of goodwill to the transaction. Adjusted EBITDA was $79.1 million for the second quarter of ~~2018. Adjusted EBITDA was~~2020 compared with $82.1 million for the second quarter of ~~2019 compared with $41.1~~2019. The $3.0 million ~~for the second quarter of 2018. The $41.0 million increase~~decrease in Adjusted EBITDA was primarily due ~~primarily~~ to ~~$34.9 million~~ the same factors that impacted net sales and the segment receiving a greater portion of ~~contribution from the acquired Caraustar operations and~~allocated corporate costs, partially offset by a reduction in ~~segment~~the segment’s SG&A ~~expenses. The movement in operating profit remained flat in comparison to Adjusted EBITDA~~expense due to ~~restructuring~~a decrease in performance based compensation and ~~acquisition-related costs.~~cost reduction activities.

Flexible Products & Services

Our Flexible Products & Services segment offers a comprehensive line of flexible products, such as flexible intermediate bulk containers. Key factors influencing profitability in the Flexible Products & Services segment are:

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

•Raw material costs, primarily resin;

•Energy and transportation costs;

•Benefits from executing the Greif Business System;

•Restructuring charges;

•Divestiture of businesses and facilities; and

•Impact of foreign currency translation.

Net sales ~~decreased $7.1~~were $67.4 million tofor the second quarter of 2020 compared with $77.0 million for the second quarter of ~~2019 compared with $84.1~~2019. The $9.6 million decrease was primarily due to continued demand softness and lower average sale prices primarily as a result of raw material price decreases and corresponding contractual price adjustment mechanisms.

Gross profit was $13.9 million for the second quarter of ~~2018.~~2020 compared with $16.6 million for the second quarter of 2019. The decrease was primarily due to the ~~impact of foreign currency translation and volume decreases,~~same factors that impacted net sales, partially offset by ~~product mix.~~

~~Gross~~the timing of contractual pass through arrangements for raw material price decreases. The decrease in gross profit ~~was $16.6 million~~margin to 20.6 percent for the second quarter of ~~2019 compared with $17.6 million for the second quarter of 2018. The decrease was primarily due to lower sales, partially offset by manufacturing efficiencies. The increase in gross profit margin to~~2020 from 21.6 percent for the second quarter of 2019 ~~from 20.9 percent~~was primarily due to the same factors.

Operating profit was $4.6 million for the second quarter of ~~2018 was primarily due to manufacturing efficiencies and the impact of foreign currency translation.~~

~~Operating profit was~~2020 compared with $11.2 million for the second quarter of ~~2019 compared with $5.0~~2019. Adjusted EBITDA was $6.9 million for the second quarter of ~~2018. The increase in operating profit was primarily due to a $5.1 million gain on disposal of properties, plants and equipment. Adjusted EBITDA was~~2020 compared with $7.7 million for the second quarter of ~~2019 compared with $7.4 million for the second quarter of 2018.~~2019. The ~~increase~~decrease in Adjusted EBITDA was primarily due to the same factors that impacted net sales, partially offset by a reduction in ~~segment~~the segment’s SG&A expense ~~partially offset by lower gross profit.~~due to a decrease in performance based compensation and cost reduction activities.

Land Management

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As of April 30, ~~2019,~~2020, our Land Management segment consisted of approximately ~~251,000~~245,000 acres of timber properties in the southeastern United States. Key factors influencing profitability in the Land Management 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”).

In order to maximize the value of our timber property, we continue to review our current portfolio and explore the development of certain of these ~~properties in the United States.~~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.~~reasons;

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

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

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

We report the sale of timberland property in "timberland gains," the sale of HBU and surplus property in "gain on disposal of ~~surplus~~properties, plants and ~~HBU~~equipment, net" and the sale of timber and development property under "net sales" and "cost of products sold" in our interim condensed consolidated statements of ~~income under “gain on disposals of properties, plants~~income. All HBU and ~~equipment and businesses, net” and report the sale of~~ development property, ~~under “net sales” and “cost of products sold.” All HBU, development and~~together with surplus property, is used ~~by us~~ to productively grow and sell timber until the property is sold. ~~Timberland gains are recorded as gains on disposals of properties, plants and equipment, net.~~

Whether timberland has a higher value for uses other than growing and selling timber is a determination based upon several variables, such as proximity to population centers, anticipated population growth in the area, the topography of the land, aesthetic considerations, including access to ~~water,~~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 April 30, ~~2019,~~2020, we had approximately 18,800 acres of special use property in the United States.

Net sales decreased to $6.7 million for the second quarter of 2020 compared with $7.1 million for the second quarter of ~~2019 compared with $7.6~~2019.

Operating profit increased to $2.4 million for the second quarter of ~~2018.~~

~~Operating profit decreased to~~2020 compared with $2.2 million for the second quarter of ~~2019 compared with $2.5~~2019. Adjusted EBITDA was $3.1 million and $3.3 million for the second quarter of ~~2018. Adjusted EBITDA was $3.3 million~~2020 and ~~$3.2 million for the second quarters of~~ 2019, ~~and 2018,~~ respectively.

Other Income Statement Changes

Interest ~~expense,~~Expense, net

Interest expense, net, was $29.3 million for the second quarter of 2020 compared with $33.9 million for the second quarter of ~~2019 compared with $13.0 million for the second quarter of 2018.~~2019. This ~~increase~~decrease was primarily due to ~~the incremental debt incurred in connection with the Caraustar Acquisition, partially offset by the impact of interest rate derivative financial assets.~~lower borrowings.

U.S. and ~~non-U.S.~~Non-U.S. Income before Income Tax Expense

~~Refer to~~See the following tables for details of the U.S. and non-U.S. income before income taxes and U.S. and non-U.S. income before income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement income, restructuring charges, ~~acquisition-related~~acquisition and integration related costs, debt extinguishment charges, and (gains) losses on sales of businesses (collectively, ~~"Special Items"~~"Adjustments").

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Summary	Summary				Summary
	Three Months Ended April 30,					Three Months Ended April 30,
	2019		2018			2020		2019
Non-U.S. % of Consolidated Net Sales	39.0	%	52.2	%	Non-U.S. % of Consolidated Net Sales	38.8	%	39.0	%
U.S. % of Consolidated Net Sales	61.0	%	47.8	%	U.S. % of Consolidated Net Sales	61.2	%	61.0	%
	100.0	%	100.0	%		100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T.	115.3	%	46.6	%	Non-U.S. % of Consolidated I.B.I.T.	115.1	%	115.3	%
U.S. % of Consolidated I.B.I.T.	(15.3	)%	53.4	%	U.S. % of Consolidated I.B.I.T.	(15.1)	%	(15.3)	%
	100.0	%	100.0	%		100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T. before Special Items	53.4	%	50.1	%
U.S. % of Consolidated I.B.I.T. before Special Items	46.6	%	49.9	%
Non-U.S. % of Consolidated I.B.I.T. before Adjustments					Non-U.S. % of Consolidated I.B.I.T. before Adjustments	56.1	%	53.4	%
U.S. % of Consolidated I.B.I.T. before Adjustments					U.S. % of Consolidated I.B.I.T. before Adjustments	43.9	%	46.6	%
	100.0	%	100.0	%		100.0	%	100.0	%


Non-U.S. I.B.I.T. Reconciliation	Non-U.S. I.B.I.T. Reconciliation				Non-U.S. I.B.I.T. Reconciliation
	Three Months Ended April 30,					Three Months Ended April 30,
(in millions)	2019		2018		(in millions)	2020		2019
Non-U.S. I.B.I.T.	$	37.5	$	33.6	Non-U.S. I.B.I.T.	$	47.9	$	37.5
Non-cash asset impairment charges	—		0.4		Non-cash asset impairment charges	1.3		—

Restructuring charges	1.9		5.4		Restructuring charges	1.6		1.9
Acquisition-related costs	0.2		—
(Gain) loss on sale of businesses, net	1.7		—
Total Non-U.S. Special Items	3.8		5.8
Non-U.S. I.B.I.T. before Special Items	$	41.3	$	39.4
Acquisition and integration related costs					Acquisition and integration related costs	—		0.2

Loss on sale of businesses, net					Loss on sale of businesses, net	—		1.7
Total Non-U.S. Adjustments					Total Non-U.S. Adjustments	2.9		3.8
Non-U.S. I.B.I.T. before Adjustments					Non-U.S. I.B.I.T. before Adjustments	$	50.8	$	41.3

Six Months Ended
April 30,
(in millions) 2019 2018
Net sales:
Rigid Industrial Packaging & Services $ 1,229.5
$ 1,278.1
Paper Packaging & Services 714.9
417.7
Flexible Products & Services 152.1
164.1
Land Management 13.8
14.1
Total net sales $ 2,110.3
$ 1,874.0
Operating profit:
Rigid Industrial Packaging & Services $ 70.3
$ 78.4
Paper Packaging & Services 65.5
60.9
Flexible Products & Services 17.2
8.2
Land Management 4.8
5.7
Total operating profit $ 157.8
$ 153.2
EBITDA:
Rigid Industrial Packaging & Services $ 105.7
$ 110.8
Paper Packaging & Services 109.4
77.1
Flexible Products & Services 20.7
12.2
Land Management 6.9
7.8
Total EBITDA $ 242.7
$ 207.9
Adjusted EBITDA:
Rigid Industrial Packaging & Services $ 117.6
$ 119.6
Paper Packaging & Services 128.6
77.1
Flexible Products & Services 15.6
12.5
Land Management 6.5
6.2
Total Adjusted EBITDA $ 268.3
$ 215.4

The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for the six months ended April 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended April 30,
(in millions)	2020		2019
Net income	$	51.9	$	56.9
Plus: interest expense, net	60.0		45.6
Plus: debt extinguishment charges	—		21.9
Plus: income tax expense	37.9		31.5
Plus: depreciation, depletion and amortization expense	122.5		86.8
EBITDA	$	272.3	$	242.7
Net income	$	51.9	$	56.9
Plus: interest expense, net	60.0		45.6
Plus: non-cash pension settlement charges	(0.1)		—
Plus: debt extinguishment charges	—		21.9
Plus: income tax expense	37.9		31.5
Plus: other expense, net	2.4		2.1
Plus: equity earnings of unconsolidated affiliates, net of tax	(0.9)		(0.2)
Operating profit	151.2		157.8
Less: other expense, net	2.4		2.1
Less: non-cash pension settlement charges	(0.1)		—
Less: equity earnings of unconsolidated affiliates, net of tax	(0.9)		(0.2)
Plus: depreciation, depletion and amortization expense	122.5		86.8
EBITDA	$	272.3	$	242.7
Plus: restructuring charges	7.7		11.2
Plus: acquisition and integration related costs	9.9		16.4
Plus: non-cash asset impairment charges	1.4		2.1
Plus: non-cash pension settlement charges	(0.1)		—
Plus: incremental COVID-19 costs, net	0.9		—
Less: (gain) loss on disposal of properties, plants, equipment, and businesses, net	36.6		(4.1)
Adjusted EBITDA	$	328.7	$	268.3

Six Months Ended
April 30,
(in millions) 2019 2018
Net income $ 56.9
$ 112.0
Plus: interest expense, net 45.6
26.3
Plus: debt extinguishment charges 21.9
—
Plus: income tax expense 31.5
5.5
Plus: depreciation, depletion and amortization expense 86.8
64.1
EBITDA $ 242.7
$ 207.9
Net income $ 56.9
$ 112.0
Plus: interest expense, net 45.6
26.3
Plus: debt extinguishment charges 21.9
—
Plus: income tax expense 31.5
5.5
Plus: other expense, net 2.1
10.2
Plus: equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.8 )
Operating profit 157.8

153.2
Less: other expense, net 2.1
10.2
Less: equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.8 )
Plus: depreciation, depletion and amortization expense 86.8
64.1
EBITDA $ 242.7

$ 207.9
Plus: restructuring charges 11.2
10.1
Plus: acquisition-related costs 16.4
0.2
Plus: non-cash asset impairment charges 2.1
3.3
Plus: gain on disposal of properties, plants, equipment, and businesses, net (4.1 ) (6.1 )
Adjusted EBITDA $ 268.3
$ 215.4

The following table sets forth EBITDA and Adjusted EBITDA for our business segments, reconciled to the operating profit for each segment, for the six months ended April 30, ~~2019~~2020 and ~~2018:~~2019:


	Six Months Ended April 30,
(in millions)	2020		2019
Rigid Industrial Packaging & Services
Operating profit	$	113.3	$	70.3
Less: other expense, net	3.9		3.2

Less: equity earnings of unconsolidated affiliates, net of tax	(0.9)		(0.2)
Plus: depreciation and amortization expense	39.6		38.4
EBITDA	$	149.9	$	105.7
Plus: restructuring charges	3.8		8.0
Plus: acquisition and integration related costs	—		0.3
Plus: non-cash impairment charges	1.4		2.1
Plus: non-cash pension settlement charges	—		—
Plus: incremental COVID-19 costs, net	0.3		—
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net	(0.7)		1.5
Adjusted EBITDA	$	154.7	$	117.6
Paper Packaging & Services
Operating profit	$	27.0	$	65.5
Less: other income, net	(1.4)		(0.9)
Less: non-cash pension settlement charges	(0.1)		—
Plus: depreciation and amortization expense	78.0		43.0
EBITDA	$	106.5	$	109.4
Plus: restructuring charges	2.7		3.1
Plus: acquisition and integration related costs	9.9		16.1
Plus: non-cash pension settlement charges	(0.1)		—
Plus: incremental COVID-19 costs, net	0.5		—
Less: loss on disposal of properties, plants and equipment, and businesses, net	37.5		—
Adjusted EBITDA	$	157.0	$	128.6
Flexible Products & Services
Operating profit	$	6.6	$	17.2

Less: other income, net	(0.1)		(0.2)
Plus: depreciation and amortization expense	3.0		3.3
EBITDA	$	9.7	$	20.7
Plus: restructuring charges	1.2		—
Plus: incremental COVID-19 costs, net	0.1		—
Less: gain on disposal of properties, plants and equipment, and businesses, net	—		(5.1)
Adjusted EBITDA	$	11.0	$	15.6
Land Management
Operating profit	$	4.3	$	4.8
Plus: depreciation, depletion and amortization expense	1.9		2.1
EBITDA	$	6.2	$	6.9
Plus: restructuring charges	—		0.1
Less: loss on disposal of properties, plants and equipment, and businesses, net	(0.2)		(0.5)
Adjusted EBITDA	$	6.0	$	6.5

Six Months Ended
April 30,
(in millions) 2019 2018
Rigid Industrial Packaging & Services
Operating profit $ 70.3
$ 78.4
Less: other expense, net 3.2
10.1
Less: equity earnings of unconsolidated affiliates, net of tax (0.2 ) (0.8 )
Plus: depreciation and amortization expense 38.4
41.7
EBITDA $ 105.7
$ 110.8
Plus: restructuring charges 8.0
9.8
Plus: acquisition-related costs 0.3
0.2
Plus: non-cash impairment charges 2.1
3.3
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net 1.5
(4.5 )
Adjusted EBITDA $ 117.6
$ 119.6
Paper Packaging & Services
Operating profit $ 65.5
$ 60.9
Less: other expense, net (0.9 ) 0.5
Plus: depreciation and amortization expense 43.0
16.7
EBITDA $ 109.4
$ 77.1
Plus: restructuring charges 3.1
—
Plus: acquisition-related costs 16.1
—
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net —
—
Adjusted EBITDA $ 128.6
$ 77.1
Flexible Products & Services
Operating profit $ 17.2
$ 8.2
Less: other (income) expense, net (0.2 ) (0.4 )
Plus: depreciation and amortization expense 3.3
3.6
EBITDA $ 20.7
$ 12.2
Plus: restructuring charges —
0.3
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net (5.1 ) —
Adjusted EBITDA $ 15.6
$ 12.5
Land Management
Operating profit $ 4.8
$ 5.7
Plus: depreciation, depletion and amortization expense 2.1
2.1
EBITDA $ 6.9
$ 7.8
Plus: restructuring charges 0.1
—
Less: (gain) loss on disposal of properties, plants and equipment, and businesses, net (0.5 ) (1.6 )
Adjusted EBITDA $ 6.5
$ 6.2

Net Sales

Net sales were $2,270.7 million for the first six of 2020 compared with $2,110.3 million for the first ~~half~~six of ~~2019 compared with $1,874.0~~2019. The $160.4 million ~~for the first half of 2018. The 12.6 percent~~ increase was primarily due to the sales contributed by the acquired Caraustar operations, partially offset by ~~volume declines~~lower volumes in certain ~~regions.~~regions, lower average sale prices, the impact of foreign currency translation, and the divestment of the CPG business. See the "Segment Review" below for additional information on net sales by segment during the first ~~half~~six months of ~~2019.~~2020.

Gross Profit

Gross profit was $463.3 million for the first six months of 2020 compared with $421.5 million for the first ~~half~~six of ~~2019 compared with $367.0 million for the first half of 2018.~~2019. The respective reasons for the improvement or decline in each segment are described below in the “Segment Review.” Gross profit margin was ~~20.0~~20.4 percent and ~~19.6~~20.0 percent for first ~~half~~six months of ~~2019~~2020 and ~~2018,~~2019, respectively.

Selling, General and Administrative Expenses

SG&A expenses ~~increased 15.4 percent to~~were $256.5 million for the first six months of 2020 from $238.1 million for the first ~~half~~six months of ~~2019 from $206.3~~2019. The $18.4 million ~~for the first half of 2018. This~~ increase was primarily due to additional expenses attributable to the acquired Caraustar operations and increased amortization of intangible assets resulting from the acquisition of Caraustar, partially offset by ~~a decrease in salaries~~decreased performance based compensation and ~~benefits costs.~~cost reduction activities. SG&A expenses were 11.3 percent of net sales for the first ~~half~~six months of ~~2019~~2020 compared with ~~11.0~~11.3 percent of net sales for the first ~~half~~six months of ~~2018.~~2019.

Restructuring Charges

Restructuring charges were $7.7 million for the first six months of 2020 compared with $11.2 million for the first ~~half~~six months of ~~2019 compared with $10.1 million for the first half of 2018.~~2019. See Note 74 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the restructuring charges reported during the first ~~half~~six months of 2020.

Acquisition and Integration Related Costs

Acquisition and integration related costs were $9.9 million for the first six months of 2020 compared with $16.4 million for the first six months of 2019.We completed the Caraustar Acquisition on February 11, 2019 and the Tholu Acquisition on June 11, 2019. The decrease in acquisition and integration related costs was primarily due to reduced expenses incurred in the first six months of 2020 relative to the first six months of 2019 in which costs were incurred in connection with the Caraustar Acquisition. See Note 2 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

Impairment Charges

Non-cash asset impairment charges were $1.4 million for the first six months of 2020 compared with $2.1 million for the first six months of 2019. See Note 7 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

Gain on Disposal of Properties, Plants and Equipment, net

The gain on disposal of properties, plants and equipment, net was ~~$5.8~~$1.8 million and ~~$6.1~~$5.8 million for the first ~~half~~six months of 2020 and 2019, ~~and 2018,~~ respectively. ~~See Note 5 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information on the gain reported during the first half of 2019.~~

Loss on Disposal of Businesses, net

The loss on disposal of business, net was $38.4 million and $1.7 million for the first ~~half~~six months of ~~2019. There~~2020 and 2019, respectively. The increase was ~~no loss on disposal~~primarily due to divestiture of ~~businesses, net for~~ the ~~first half of 2018. See Note 3 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information.~~CPG business.

Financial Measures

Operating profit was $151.2 million for the first six months of 2020 compared with $157.8 million for the first ~~half~~six months of ~~2019 compared with $153.2~~2019. Net income was $51.9 million for the first ~~half~~six months of ~~2018. Net income was~~2020 compared with $56.9 million for the first ~~half~~six months of ~~2019 compared with $112.0~~2019. Adjusted EBITDA was $328.7 million for the first ~~half~~six months of ~~2018. Adjusted EBITDA was~~2020 compared with $268.3 million for the first ~~half~~six months of ~~2019 compared with $215.4 million for the first half of 2018.~~2019. The ~~$52.9~~$60.4 million increase in Adjusted EBITDA was primarily due to the contribution by the acquired Caraustar operations, ~~improved gross profit,~~favorable timing of contractual pass through arrangements, and a reduction in SG&A ~~efficiencies and~~expense, partially offset by lower ~~other expenses, net, which were primarily attributable to lower pension expenses and lower losses related to foreign currency and hedging activities.~~volumes.

Segment Review

Rigid Industrial Packaging & Services

Net sales ~~decreased 3.8 percent to~~were $1,171.3 million for the first six months of 2020 compared with $1,229.5 million for the first ~~half~~six months of ~~2019 compared with $1,278.1 million for the first half of 2018.~~2019. The ~~$48.6~~$58.2 million decrease in net sales was primarily due to ~~the impact of foreign currency translation and~~ lower ~~volumes in certain regions, partially offset by increases in selling~~average sale prices as a result of raw material price decreases and corresponding contractual price adjustment mechanisms, partially offset by strategic pricing ~~decisions.~~actions.

Gross profit was $237.1 million for the first six months of 2020 compared with $219.6 million for the first ~~half~~six months of ~~2019 compared with $235.3~~2019. The $17.5 million increase in gross profit was primarily due to lower priced raw materials, the timing of contractual pass through arrangements, product mix shifts, and strategic pricing actions. Gross profit margin increased to 20.2 percent for the first six months of 2020 from 17.9 percent for the first six months of 2019.

Operating profit was $113.3 million for the first ~~half~~six months of ~~2018.~~2020 compared with $70.3 million for the first six months of 2019. Adjusted EBITDA was $154.7 million for the first six months of 2020 compared with $117.6 million for the first six months of 2019. The ~~$15.7~~$37.1 million increase in Adjusted EBITDA was due primarily to the same factors that impacted gross profit and a reduction in the segment's SG&A expense due to cost reduction activities, a decrease in performance based compensation, and the segment receiving a smaller portion of allocated corporate costs.

Paper Packaging & Services

Net sales increased $240.4 million to $955.3 million for the first six months of 2020 compared with $714.9 million for the first six months of 2019, primarily due to contribution from the acquired Caraustar operations, partially offset by decreased volumes, lower published containerboard and boxboard prices, and the divestment of the CPG business.

Gross profit was $195.0 million for the first six months of 2020 compared with $162.2 million for the first six months of 2019. Gross profit margin was 20.4 percent and 22.7 percent for the first six months of 2020 and 2019, respectively. The increase in gross profit was due primarily to the same factors that impacted net sales. The decrease in gross profit margin was due primarily to higher manufacturing costs.

Operating profit was $27.0 million for the first six months of 2020 compared with $65.5 million for the first six months of 2019. The decrease in operating profit was primarily due to the loss on divestment of the CPG business due to the allocation of goodwill to the transaction. Adjusted EBITDA was $157.0 million for the first six months of 2020 compared with $128.6 million for the first six months of 2019. The $28.4 million increase in Adjusted EBITDA was due to the same factors that impacted net sales and a reduction in the segment’s SG&A expense due to a decrease in performance based compensation and cost reduction activities, partially offset by the segment receiving a greater portion of allocated corporate costs.

Flexible Products & Services

Net sales decreased $21.7 million to $130.4 million for the first six months of 2020 compared with $152.1 million for the first six months of 2019. The decrease was primarily due to continued demand softness and lower average sale prices.

Gross profit was $26.2 million for the first six months of 2020 compared with $34.0 million for the first six months of 2019. The decrease was primarily due to the same factors that impacted net ~~sales.~~sales, partially offset by the timing of contractual pass through arrangements for raw material price decreases. Gross profit margin ~~decreased~~increased to ~~17.9 percent from 18.4~~20.1 percent for the first six months ~~ended April 30, 2019 to 2018, respectively.~~of 2020 from 22.4 percent for the first six months of 2019.

Operating profit was ~~$70.3~~$6.6 million for the first ~~half~~six months of ~~2019~~2020 compared with ~~$78.4~~$17.2 million for the first ~~half~~six months of ~~2018.~~2019. Adjusted EBITDA was ~~$117.6~~$11.0 million for the first ~~half~~six months of ~~2019~~2020 compared with ~~$119.6~~$15.6 million for the first ~~half~~six months of ~~2018.~~2019. The ~~$2.0~~$4.6 million decrease in Adjusted EBITDA was primarily due ~~primarily~~ to the same factors that impacted net sales, partially offset by a reduction in ~~segment~~the segment's SG&A ~~expense.~~

~~Paper Packaging & Services~~

Net sales increased $297.2 million to $714.9 million for the first half of 2019 compared with $417.7 million for the first half of 2018, primarily due to $293.3 million of contribution from the acquired Caraustar operations and higher containerboard selling prices.

Gross profit was $162.2 million for the first half of 2019 compared with $93.2 million for the first half of 2018. Gross profit margin was 22.7 percent and 22.3 percent for the first half of 2019 and 2018, respectively. The increase in gross profit and gross profit margin was due primarily to $56.3 million of contribution from the acquired Caraustar operations, as well as higher containerboard prices and improved manufacturing efficiencies.

Operating profit was $65.5 million for the first half of 2019 compared with $60.9 million for the first half of 2018. Adjusted EBITDA was $128.6 million for the first half of 2019 compared with $77.1 million for the first half of 2018. The $51.5 million increase in Adjusted EBITDA was due primarily to $34.9 million of contribution from the acquired Caraustar operations and the other factors that impacted gross profit. The movement in operating profit remained flat in comparison to Adjusted EBITDA due to restructuring and acquisition-related costs.

~~Flexible Products & Services~~

Net sales decreased $12.0 million to $152.1 million for the first half of 2019 compared with $164.1 million for the first half of 2018. The decrease was primarily due to the impact of foreign currency translation and volume decreases, partially offset by product mix.

Gross profit was $34.0 million for the first half of 2019 compared with $32.8 million for the first half of 2018. This increase was primarily due to improved manufacturing efficiencies, which also contributed to the increase in gross profit margin to 22.4 percent for the first half of 2019 from 20.0 percent for the first half of 2018.

~~Operating profit was $17.2 million for the first half of 2019 compared with $8.2 million for the first half of 2018. The increase in operating profit was primarily~~expense due to a ~~$5.1 million gain on disposal of properties, plants~~decrease in performance based compensation and ~~equipment, net, in the second quarter of 2019, a~~cost reduction in SG&A expenses, and the other factors that impacted gross profit. Adjusted EBITDA was $15.6 million for the first half of 2019 compared with $12.5 million for the first half of 2018. The $3.1 million increase in Adjusted EBITDA was primarily due to the same factors that impacted gross profit and a reduction in SG&A expenses.activities.

Land Management

Net sales decreased to $13.7 million for the first six months of 2020 compared with $13.8 million for the first ~~half~~six months of ~~2019 compared with $14.1~~2019.

Operating profit increased to $4.3 million for the first ~~half~~six months of ~~2018.~~

~~Operating profit decreased to~~2020 from $4.8 million for the first ~~half~~six months of ~~2019 from $5.7~~2019. Adjusted EBITDA was $6.0 million and $6.5 million for the first ~~half~~six months of ~~2018. Adjusted EBITDA was $6.5 million~~2020 and ~~$6.2 million for the first half of~~ 2019, ~~and 2018,~~ respectively.

Other Income Statement Changes

Interest expense, net

Interest expense, net, was $60.0 million for the first six months of 2020 compared with $45.6 million for the first ~~half~~six months of ~~2019 compared with $26.3 million for the first half of 2018.~~2019. The increase was primarily due to the incremental debt incurred in connection with the Caraustar ~~Acquisition, partially offset by the impact of interest rate derivative financial assets.~~Acquisition.

U.S. and non-U.S. Income before Income Tax Expense

~~Refer to~~See the following tables for details of the U.S. and non-U.S. income before income taxes and U.S. and non-U.S. income before ~~Special Items.~~income taxes after eliminating the impact of non-cash asset impairment charges, non-cash pension settlement income, restructuring charges, acquisition and integration related costs, debt extinguishment charges, and (gains) losses on sales of businesses (collectively, "Adjustments").


Summary
	Six Months Ended April 30,
	2020		2019
Non-U.S. % of Consolidated Net Sales	38.7	%	43.2	%
U.S. % of Consolidated Net Sales	61.3	%	56.8	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T.	89.4	%	59.4	%
U.S. % of Consolidated I.B.I.T.	10.6	%	40.6	%
	100.0	%	100.0	%
Non-U.S. % of Consolidated I.B.I.T. before Adjustments	57.0	%	43.6	%
U.S. % of Consolidated I.B.I.T. before Adjustments	43.0	%	56.4	%
	100.0	%	100.0	%


Non-U.S. I.B.I.T. Reconciliation
	Six Months Ended April 30,
(in millions)	2020		2019
Non-U.S. I.B.I.T.	$	79.5	$	52.4
Non-cash asset impairment charges	1.4		2.1

Restructuring charges	2.4		5.2
Acquisition and integration related costs	—		0.3

Loss on sale of businesses, net	—		1.7
Total Non-U.S. Adjustments	3.8		9.3
Non-U.S. I.B.I.T. before Adjustments	$	83.3	$	61.7


U.S. I.B.I.T. Reconciliation
	Six Months Ended April 30,
(in millions)	2020		2019
U.S. I.B.I.T.	$	9.4	$	35.8

Non-cash pension settlement income	(0.1)		—
Restructuring charges	5.3		6.0
Acquisition-related costs	9.9		16.1
Debt extinguishment charges	—		21.9
Loss on sale of businesses, net	38.4		—
Total U.S. Adjustments	53.5		44.0
U.S. I.B.I.T. before Adjustments	$	62.9	$	79.8

Summary
Six Months Ended April 30,
2019 2018
Non-U.S. % of Consolidated Net Sales 43.2 % 52.2 %
U.S. % of Consolidated Net Sales 56.8 % 47.8 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. 59.4 % 45.9 %
U.S. % of Consolidated I.B.I.T. 40.6 % 54.1 %
100.0 % 100.0 %
Non-U.S. % of Consolidated I.B.I.T. before Special Items 43.6 % 48.4 %
U.S. % of Consolidated I.B.I.T. before Special Items 56.4 % 51.6 %
100.0 % 100.0 %

Non-U.S. I.B.I.T. Reconciliation
Six Months Ended April 30,
(in millions) 2019 2018
Non-U.S. I.B.I.T. $ 52.4
$ 53.6
Non-cash asset impairment charges 2.1
0.9
Restructuring charges 5.2
8.5
Acquisition-related costs 0.3
0.1
(Gain) loss on sale of businesses, net 1.7
—
Total Non-U.S. Special Items 9.3
9.5
Non-U.S. I.B.I.T. before Special Items $ 61.7
$ 63.1

U.S. I.B.I.T. Reconciliation
Six Months Ended April 30,
(in millions) 2019 2018
U.S. I.B.I.T. $ 35.8
$ 63.1
Non-cash asset impairment charges —
2.4
Restructuring charges 6.0
1.6
Acquisition-related costs 16.1
0.1
Debt extinguishment charges 21.9
—
Gain on sale of businesses, net —
—
Total U.S. Special Items 44.0
4.1
U.S. I.B.I.T. before Special Items $ 79.8
$ 67.2

I.B.I.T. is Income Before Income Tax Expense

Income tax expense

Our year to date income tax expense was computed in accordance with ASC 740-270 "Income Taxes - Interim Reporting." In accordance with this accounting standard, annual estimated tax expense is computed based on forecasted annual earnings and other forecasted annual amounts, including, but not limited to items such as uncertain tax positions and withholding taxes. Additionally, losses from jurisdictions for which a valuation allowance has been provided have not been included in the annual estimated tax rate. Income tax expense each quarter is provided for on a current year-to-date basis using the annual estimated tax rate, adjusted for discrete taxable events that occur during the interim period.

Income tax expense for the first ~~half~~six months of ~~2019~~2020 was ~~$31.5~~$37.9 million on ~~$88.2~~$88.9 million of pretax income and income tax expense for the first ~~half~~six months of ~~2018~~2019 was ~~$5.5~~$31.5 million on ~~$116.7~~$88.2 million of pretax income. ~~In addition~~The increase to income tax expense was primarily caused by changes in the expected mix of earnings among tax jurisdictions, non-deductible goodwill for tax purposes related to the ~~timing~~sale of the ~~annual tax expense~~CPG business within the Paper Packaging & Services segment, and unfavorable one-time discrete items of $1.2 million that were recognized in the ~~quarters in accordance with ASC 740-270, we also recorded tax expense and benefits related to the Tax Reform Act.~~period. The first ~~half~~six months of 2019 ~~reflects~~reflect an incremental $2.3 million of tax expense related to the one-time transition tax liability, offset by the tax effect of foreign currency losses of $1.7 million recognized due to the tax effect of foreign currency losses of $1.7 million recognized due to a change in the permanent reinvestment assertion. Other discrete items included $6.6 million of tax benefits associated with the Caraustar Acquisition and refinancing costs as well as $2.3 million of tax expense associated with a foreign subsidiary divestiture. Other immaterial discrete items in the first ~~half~~six months of 2019 resulted in a tax benefit of $4.0 million. During the first half of 2018, a $69.3 million tax benefit was recorded as a result of the re-measurement of deferred tax balances due to the reduction in the U.S. corporate income tax rate from enactment of the Tax Reform Act. This benefit was offset by a provisional estimate of $35.9 million related to the one-time transition tax liability included in the Tax Reform Act. Other immaterial discrete items in the first half of 2018 resulted in tax expense of $1.7 million.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests for the first ~~half~~six months of 2020 and 2019 ~~and 2018~~ was ~~$13.6~~$8.2 million and ~~$10.4~~$13.6 million, respectively. This ~~increase~~decrease was primarily due to ~~increased~~decreased net operating profit of the Flexible Packaging JV during the first ~~half~~six months of ~~2019~~2020 compared to ~~2018.~~2019.

Net income attributable to Greif, Inc.

Based on the factors noted above, net income attributable to Greif, Inc. was $43.7 million for the first six months of 2020 compared to $43.3 million for the first ~~half~~six months of ~~2019 compared to $101.6 million for the first half of 2018.~~2019.

OTHER COMPREHENSIVE INCOME (LOSS) CHANGES

Foreign currency translation

In accordance with ASC 830, “Foreign Currency Matters,” the assets and liabilities denominated in a foreign currency are translated into United States Dollars at the rate of exchange existing at the end of the current period, and revenues and expenses are translated at average exchange rates over the month in which they are incurred. The cumulative translation adjustments, which represent the effects of translating assets and liabilities of our international operations, are presented in the condensed consolidated statements of changes in equity in accumulated other comprehensive income (loss). The change in foreign currency translation, net of tax was loss of $55.4 million and $9.5 million for the first six months of 2020 and 2019, respectively. This change was primarily due to the strengthening of the dollar against significant currencies.

Derivative financial instruments

The change in derivative financial instruments, net of tax was a loss of $22.9 million and $15.7 million for the first six months of 2020 and 2019, respectively. This change was primarily due to an increased portfolio of interest rate swaps. See Note 7 to the condensed consolidated financial statements included in Item 1 of this Form 10-Q for additional information.

Minimum pension liability, net

Change in minimum pension liability, net ~~for the first half~~ of ~~2019 and 2018 was $(0.1) million and $1.8 million, respectively. The comprehensive income resulting from the change in minimum pension liability~~tax for the first six months of 2020 and 2019 was income of $23.0 million and ~~2018~~a loss of $0.1 million, respectively. This change was primarily due to ~~changes~~the remeasurement of defined benefit plans in ~~valuation assumptions and~~ the ~~impact~~United States as a result of ~~foreign currency translation.~~pension events discussed in Note 10 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q.

Table of Contents

BALANCE SHEET CHANGES

Working ~~capital~~Capital changes

The ~~$248.1~~$23.7 million ~~increase~~decrease in accounts receivable to ~~$704.8~~$640.5 million as of April 30, ~~2019~~2020 from ~~$456.7~~$664.2 million as of October 31, ~~2018~~2019 was primarily due to ~~$142.2 million~~the divestment of ~~contribution from~~ the ~~acquired Caraustar operations~~CPG business and ~~changes~~a decrease in our international trade accounts receivables credit facilities. For a discussion of these changes, see "Liquidity and Capital Resources - International Trade Accounts Receivable Credit Facilities" and Note 4 to the interim condensed consolidated financial statements included in Item 1 of this Form 10-Q.net sales.

The ~~$132.0~~$19.2 million ~~increase~~decrease in inventories to ~~$421.5~~$339.0 million as of April 30, ~~2019~~2020 from ~~$289.5~~$358.2 million as of October 31, ~~2018~~2019 was primarily due to ~~$94.2 million~~the divestment of ~~contribution from~~ the ~~acquired Caraustar operations~~CPG business and ~~increased~~decreased raw material ~~purchases and prices, offset by a $2.5 million impact of foreign currency translation.~~purchases.

The ~~$70.0~~$16.9 million ~~increase~~decrease in accounts payable to ~~$473.8~~$418.3 million as of April 30, ~~2019~~2020 from ~~$403.8~~$435.2 million as of October 31, ~~2018~~2019 was primarily due to ~~$87.8 million~~the divestment of ~~contribution from~~ the ~~acquired Caraustar operations~~CPG business and ~~timing of payments and increased~~decreased raw material ~~prices, offset by decreased sales~~purchases and ~~a $1.8 million impact of foreign currency translation.~~prices.

Other balance sheet changes

The ~~$11.9~~$43.1 million ~~increase~~decrease in ~~prepaid expenses~~goodwill to ~~$51.7~~$1,474.7 million as of April 30, ~~2019~~2020 from ~~$39.8~~1,517.8 million as of October 31, ~~2018~~2019 was primarily due to the ~~timing~~divestment of ~~payments.~~the CPG business. See Note 3 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The ~~$12.1~~$36.3 million decrease in other ~~current~~intangible assets to ~~$80.0~~$740.2 million as of April 30, ~~2019~~2020 from ~~$92.1~~$776.5 million as of October 31, ~~2018~~2019 was primarily due to amortization. See Note 3 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $94.2 million decrease in properties, plants and equipment, net to $1,596.1 million as of April 30, 2020 from $1,690.3 million as of October 31, 2019 was primarily due to depreciation and fixed assets sold in the divestiture of the CPG business.

The $56.0 million decrease in accrued payroll and employee benefits to $86.4 million as of April 30, 2020 from $142.4 million as of October 31, 2019 was primarily due to annual incentive plan payments and a decrease in ~~income tax receivables.~~accrued performance based compensation.

The $63.9 million decrease in long term debt to $2,595.1 million as of April 30, 2020 from $2,659.0 million as of October 31, 2019 was primarily due to repayments on term loans and accounts receivable financing facilities. See Note 6 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $39.5 million decrease in pension liabilities to $138.1 million as of April 30, 2020 from $177.6 million as of October 31, 2019 was primarily due to the remeasurement of two U.S. pension plans. See Note 10 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information.

The $24.7 million increase in other long term liabilities to $153.6 million as of April 30, 2020 from $128.9 million as of October 31, 2019 was primarily due to an increase of $15.6 million related to derivative financial instruments, and an increase of $6.8 million related to taxes. See Note 7 to the Interim Condensed Consolidated Financial Statements in Item 1 of this Form-10Q for additional information on our derivative financial instruments.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under our senior secured credit facilities, proceeds from the senior notes we have issued, and proceeds from our trade accounts receivable credit facilities. We use these sources to fund our working capital needs, capital expenditures, cash dividends, common stock repurchases 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, stock purchases, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months. Moreover, as a result of the Tax Reform Act, if distributions from operations outside the United States are needed to fund working capital needs, capital expenditures, cash dividends, common stock repurchases, or acquisitions in the United States, there would be no additional U.S. taxes on such distributions.

Capital Expenditures

During the first six months of ~~2019~~2020 and ~~2018,~~2019, we invested ~~$53.5~~$65.4 million (excluding ~~$2.3~~$2.8 million for purchases of and investments in timber properties) and ~~$51.9~~$63.6 million (excluding ~~$4.9~~$2.3 million for purchases of and investments in timber properties), respectively, in capital expenditures.

Table of Contents

We ~~expect~~anticipate future capital expenditures, excluding the potential purchases of and investments in timber properties, ~~to be approximately $160.0~~ranging from $141.0 million to ~~$180.0~~$161.0 million in ~~2019.~~2020. This is a reduction in previously stated estimates due to economic uncertainty from the current COVID-19 pandemic. We anticipate that these expenditures will replace and improve existing equipment and fund new facilities.

~~Noncontrolling Interest~~

We have conditional contractual obligations to redeem the outstanding equity interest of certain noncontrolling interest holders in certain of our joint ventures at which time we may incur additional cash outflows.United States Trade Accounts Receivable Credit Facility

On ~~November 15, 2018, one of~~September 24, 2019, we amended and restated the ~~noncontrolling interest owners of one of our Paper Packaging & Services joint ventures exercised its put option to require us to purchase all of its ownership interest. Subsequently,~~existing receivable financing facility in the ~~first quarter of 2019, we entered into~~United States to establish a ~~stock purchase agreement~~$275.0 million United States Trade Accounts Receivables Credit Facility (the "U.S. Receivables Facility") with another noncontrolling interest owner of this same Paper Packaging & Services joint venture. On January 9, 2019, we made a payment, in full of $10.1 million to the noncontrolling interest owner who had exercised its put option and made a payment of $1.8 million to the other owner pursuant to such stock purchase agreement.several financial institutions. The U.S. Receivables Facility matures on September 24, 2020. As of April 30, 2020, $246.5 million, net of deferred financing costs of $0.3 million, was outstanding under the U.S. Receivable Facility. This was reported in 'Long-term debt' on the interim condensed consolidated balance sheets because we intend to refinance this obligation on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.

We may terminate the U.S. Receivables Facility at any time upon five days prior written notice. The U.S. Receivables Facility is secured by certain of our United States trade accounts receivables and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) or an applicable base rate, plus a margin, or a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the U.S. Receivables Facility. See Note 1 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for discussion of ASU 2020-04 "Reference Rate Reform" for the Company's considerations of the impact of reference rate reform on contracts utilizing LIBOR rates. The U.S. Receivables Facility also contains certain covenants and events of default, which are substantially the same as the covenants under the 2019 ~~there was no~~Credit Agreement. As of April 30, 2020, we were in compliance with these covenants. Proceeds of the U.S. Receivables Facility are available for working capital and general corporate purposes.

See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

International Trade Accounts Receivable Credit Facilities

On April 17, 2020, Cooperage Receivables Finance B.V. and Greif Coordination Center BVBA, an indirect wholly owned subsidiary of Greif, Inc., amended and restated the Nieuw Amsterdam Receivables Financing Agreement (the "European RFA"). The European RFA provides an accounts receivable financing facility of up to €100.0 million ($108.2 million as of April 30, 2020) secured by certain European accounts receivable. The $89.7 million outstanding ~~liability~~on the European RFA as of April 30, 2020 is reported as 'Long-term debt' on the interim condensed 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 exercising the renewal option in the respective agreement or ~~payment related~~entering into new financing arrangements.

See Note 6 to ~~these two transactions.~~the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

Borrowing Arrangements

Long-term debt is summarized as follows:


(in millions)	April 30, 2020		October 31, 2019
2019 Credit Agreement - Term Loans	$	1,570.3	$	1,612.2
Senior Notes due 2027	494.7		494.3
Senior Notes due 2021	216.1		221.7
Accounts receivable credit facilities	336.2		351.6
2019 Credit Agreement - Revolving Credit Facility	73.7		76.1
Other debt	0.2		0.4
	2,691.2		2,756.3
Less: current portion	83.8		83.7
Less: deferred financing costs	12.3		13.6
Long-term debt, net	$	2,595.1	$	2,659.0

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(in millions) April 30,
2019 October 31,
2018
2019 Credit Agreement - Term Loans $ 1,654.1
$ —
2017 Credit Agreement - Term Loan —
277.5
Senior Notes due 2027 493.9
—
Senior Notes due 2021 222.2
226.5
Senior Notes due 2019 —
249.1
Accounts receivable credit facilities 259.3
150.0
2019 Credit Agreement - Revolving Credit Facility 320.0
—
2017 Credit Agreement - Revolving Credit Facility —
3.8
Other debt 0.9
0.7
2,950.4
907.6
Less: current portion 83.8
18.8
Less: deferred financing costs 14.8
4.7
Long-term debt, net $ 2,851.8

$ 884.1

2019 Credit Agreement

On February 11, 2019, we and certain of our subsidiaries entered into an amended and restated senior secured credit agreement (the “2019 Credit Agreement”) with a syndicate of financial institutions. ~~The 2019 Credit Agreement amended, restated and replaced in its entirety the prior $800.0 million senior secured credit agreement (the "2017 Credit Agreement"), which is described below.~~ Our obligations under the 2019 Credit Agreement are guaranteed by certain of our U.S. subsidiaries and non-U.S. subsidiaries.

The 2019 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $600.0 million multicurrency facility and a $200.0 million U.S. dollar facility, maturing on February 11, 2024, (b) a $1,275.0 million secured term loan A-1 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2024, and (c) a $400.0 million secured term loan A-2 facility with quarterly principal installments commencing on April 30, 2019 and continuing through maturity on January 31, 2026. In addition, we have an option to add an aggregate of $700.0 million to the secured revolving credit facility under the 2019 Credit Agreement with the agreement of the lenders.

We used borrowings under the 2019 Credit Agreement, together with the net proceeds from the issuance of the Senior Notes due March 1, 2027 (described below), to fund the purchase price of the Caraustar Acquisition, to redeem our $250.0 million Senior

Notes due August 1, 2019 (the "Senior Notes due 2019"), to repay outstanding borrowings under the 2017 Credit Agreement, to fund ongoing working capital and capital expenditure needs and for general corporate purposes, and to pay related fees and expenses. Interest is based on either a Eurodollar rate or a base rate that resets periodically plus a calculated margin amount. On February 11, 2019, proceeds from borrowings under the 2019 Credit Agreement were used to pay the obligations outstanding under the 2017 Credit Agreement.

The 2019 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, 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 4.75 to 11.00 and stepping down annually by 0.25 increments beginning on July 31, 2020 to 4.00 on July 31, 2023. 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 1,1.00, during the applicable preceding twelve month period.

~~The terms~~ As of April 30, 2020, we were in compliance with the ~~2019 Credit Agreement contain restrictive~~ covenants which limit our ability, among other things, to incur additional indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, or make certain investments; create restrictions on the ability of our restricted subsidiaries to pay dividends or make other payments to us; create certain liens; transfer or sell certain assets; merge or consolidate; enter into certain transactions with our affiliates; and ~~designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications.~~

The repayment of this facility 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 will be 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 Service, Inc. or Standard & Poor’s Financial Services LLC, we may request the release of such collateral.

The 2019 Credit Agreement provides for events of default (subject in certain cases to customary grace and cure periods), which include, among others, nonpayment of principal or interest when due, breach of covenants or other agreements in the 2019 Credit ~~Agreement, defaults in payment of certain other indebtedness and certain events of bankruptcy or insolvency.~~Agreement.

See Note 96 to the ~~interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements included in Item 1 ~~of Part I~~ of this Form 10-Q for additional ~~disclosures regarding the 2019 Credit Agreement.~~

~~2017 Credit Agreement~~

We and certain of our international subsidiaries were borrowers under the 2017 Credit Agreement. The 2017 Credit Agreement provided for an $800.0 million revolving multicurrency credit facility and a $300.0 million term loan. As described above, on February 11, 2019, proceeds from borrowings under the 2019 Credit Agreement were used to pay the obligations outstanding under the 2017 Credit Agreement.

~~See Note 9 to the interim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the 2017 Credit Agreement.~~information.

Senior Notes due 2027

On February 11, 2019, we issued $500.0 million of 6.50% Senior Notes due March 1, 2027 (the "Senior Notes due 2027"). Interest on the Senior Notes due 2027 is payable semi-annually commencing on September 1, 2019. Our obligations under the Senior Notes due 2027 are guaranteed by our U.S. subsidiaries that guarantee the 2019 Credit Agreement, as described above. We used the net proceeds from the issuance of the Senior Notes due 2027, together with borrowings under the 2019 Credit Agreement, to fund the purchase price of the Caraustar Acquisition, to redeem all of our Senior Notes due 2019, to repay outstanding borrowings under the 2017 Credit Agreement, and to pay related fees and expenses. The ~~terms of the~~ Senior Notes due 2027 are governed by an Indenture that contains restrictive covenants that limit our ability, among other things, to incur additional indebtedness or issue certain preferred stock, pay dividends, redeem stock or make other distributions, or make certain investments; create certain liens; enter into certain transactions with affiliates; and designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important exceptions and qualifications as set forth in the Indenture.various covenants. Certain of these covenants will be suspended if the Senior Notes due 2027 achieve investment grade ratings from both Moody’s Investors Service, Inc. and Standard & Poor’s Global Ratings and no default or event of default has occurred and is continuing. As of April 30, 2020, we were in compliance with these covenants.

See Note 6 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for additional information.

Senior Notes due 2021

Our Luxembourg subsidiary has issued €200.0 million of 7.375% Senior Notes due July 15, 2021 (the "Senior Notes due 2021"). Interest on the Senior Notes due 2021 is payable semi-annually. The Senior Notes due 2021 are guaranteed on a senior basis by Greif, Inc. The Senior Notes due 2021 are governed by an Indenture that contains various covenants. As of April 30, ~~2019,~~2020, we ~~are~~were in compliance with these covenants.

On April 1, 2019, we redeemed all of our outstanding Senior Notes due 2019, which were issued on July 28, 2009 for $250.0 million. The total redemption price for the Senior Notes due 2019 was $253.9 million, which was equalSee Note 6 to the ~~aggregate principal amount outstanding of $250.0 million plus a premium of $3.9 million. The payment of the redemption price was funded by our borrowings under the 2019 Credit Agreement.~~

~~See Note 9 to the interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements included in Item 1 ~~of Part I~~ of this Form 10-Q for additional ~~disclosures regarding the Senior Notes discussed above.~~

~~United States Trade Accounts Receivable Credit Facility~~

On September 26, 2018, we amended and restated our existing receivables facility in the United States to establish a $150.0 million United States Trade Accounts Receivable Credit Facility (the "U.S. Receivables Facility") with a financial institution. The U.S. Receivables Facility matures on September 26, 2019. The $150.0 million outstanding balance under the U.S. Receivable Facility as of April 30, 2019 is reported in long-term debt in the interim condensed consolidated balance sheets because we intend to refinance the obligation on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreement or entering into a new financing arrangement.

We can terminate the U.S. Receivables Facility at any time upon five days prior written notice. The U.S. Receivables Facility is secured by certain of our United States trade accounts receivables and bears interest at a variable rate based on the London Interbank Offered Rate (“LIBOR”) or an applicable base rate, plus a margin, or a commercial paper rate plus a margin. Interest is payable on a monthly basis and the principal balance is payable upon termination of the U.S. Receivables Facility. The U.S. Receivables Facility also contains certain covenants and events of default, which are materially similar to the 2019 Credit Agreement covenants. As of April 30, 2019, we are in compliance with these covenants. Proceeds of the U.S. Receivables Facility are available for working capital and general corporate purposes.

~~See Note 9 to the interim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional disclosures regarding the U.S. Receivables Facility.~~

~~International Trade Accounts Receivable Credit Facilities~~

In 2012, Cooperage Receivables Finance B.V. ("the Main SPV") and Greif Coordination Center BVBA, our indirect wholly owned subsidiary ("Seller") entered into the Nieuw Amsterdam Receivables Purchase Agreement (the “European RPA”) with affiliates of a major international bank. On April 17, 2019, the Main SPV and Seller amended and extended the term of the European RPA through April 17, 2020. Under the European RPA, as amended, the maximum amount of receivables that may be sold and outstanding under the European RPA at any time is €100.0 million ($111.5 million as of April 30, 2019). Under the terms of the European RPA, we have the ability to loan excess cash to the Purchasing Bank Affiliates in the form of a subordinated loan receivable.

Under the terms of the European RPA, we agreed to sell trade receivables meeting certain eligibility requirements in exchange for an initial purchase price, based on a formula, approximating 75 percent to 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of receivables.

In October 2007, Greif Singapore Pte. Ltd., our indirect wholly owned subsidiary, entered into the Singapore Receivable Purchase Agreement (the “Singapore RPA”) with a major international bank. The maximum amount of receivables to be financed under the Singapore RPA is 15.0 million Singapore Dollars ($11.0 million as of April 30, 2019).

Under the terms of the Singapore RPA, we agreed to sell trade receivables in exchange for an initial purchase price, based on a formula, of approximately 90 percent of the eligible receivables. The remaining deferred purchase price is settled upon collection of the receivables.

During the first quarter of 2019, a parent-level guarantee was added to the European RPA and the Singapore RPA. A parent-level guarantee nullifies legal isolation and true-sale accounting treatment because a parent-level guarantee is a form of continuing involvement. Therefore, we do not remove from accounts receivable the amount of proceeds received from the initial purchase price, and the European RPA and Singapore RPA are now presented as long-term debt in the interim condensed consolidated balance sheet. We intend to refinance the obligations on a long-term basis and have the intent and ability to consummate a long-term refinancing by exercising the renewal option in the agreements or entering into a new financing arrangement.

Prior to the first quarter of 2019, the structure of the European RPA and the Singapore RPA provided for a legal true sale, on a revolving basis, of the receivables transferred from our various subsidiaries to the respective purchasers. The remaining (deferred) purchase price was settled upon collection of the receivables. Therefore, we removed from accounts receivable the amount of proceeds received from the initial purchase price since they met the applicable criteria of ASC 860, “Transfers and Servicing,” and we continued to recognize the deferred purchase price in other current assets or other current liabilities, as appropriate. The receivables were sold on a non-recourse basis with the total funds in the servicing collection accounts pledged to the banks between settlement dates. The cash initially received, along with the deferred purchase price, related to the sale or ultimate collection of the underlying receivables and was not subject to significant other risks given their short term nature. Therefore, we reflected all cash flows under the accounts receivable sales programs as operating cash flows on the our interim condensed consolidated statements of cash flows.

~~See Note 4 to the interim condensed consolidated financial statements included in Item 1 of Part I of this Form 10-Q for additional information regarding these various RPAs.~~information.

Interest Rate Derivatives

We have various borrowing facilities which charge interest based on the one month U.S. dollar LIBOR rate plus an interest spread. Refer to Note 1 to the Interim Condensed Consolidated Financial Statements included in Item 1 of this Form 10-Q for discussion of ASU 2020-04 "Reference Rate Reform" for the Company's considerations of the impact of reference rate reform on contracts utilizing LIBOR rates.

In 2020, the Company entered into four forward starting interest rate swaps with a total notional amount of $200.0 million effective July 15, 2021. The Company receives variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the Company is obligated to pay interest at a weighted-average interest rate of 0.90% plus a spread.

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In 2019, we entered into six interest rate swaps ~~related to the debt incurred~~ with ~~the acquisition of Caraustar. See "Borrowing Arrangements - 2019 Credit Agreement". These six interest rate swaps have~~ a total notional amount of $1,300.0 million that amortize to $200.0 million over a five year term. The outstanding notional amount as of April 30, 2020 is $1,000.0 million. We receive variable rate interest payments based upon 1one month U.S. dollar LIBOR, and in return we are obligated to pay interest at a weighted-average interest rate of 2.49%.

In 2017, we entered into an interest rate swap with a notional amount of $300.0 million and received variable rate interest payments based upon one month U.S. dollar LIBOR, and in return we are obligated to pay interest at a fixed rate of 1.19% plus an interest spread.

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

See Note ~~10 and Note 15~~7 to the ~~interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements included in Item 1 ~~of Part I~~ of this Form 10-Q for additional ~~disclosures regarding the interest rate derivatives.~~information.

Foreign Exchange Hedges

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

As of April 30, 2020, and October 31, 2019, we had outstanding foreign currency forward contracts in the notional amount of ~~$139.3~~$193.5 million, ~~($194.4~~and $275.0 million, ~~as of October 31, 2018).~~respectively.

See Note 107 to the ~~interim condensed consolidated financial statements~~Interim Condensed Consolidated Financial Statements included in Item 1 ~~of Part I~~ of this Form 10-Q for additional ~~disclosures regarding the foreign exchange hedges.~~information.

Cross Currency Swap

We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. On March 6, 2018, we entered into a cross currency interest rate swap agreement that synthetically swaps $100.0 million of fixed rate debt to Euro denominated fixed rate debt at a rate of 2.35%. The agreement is designated as a net investment hedge for accounting purposes and will mature on March 6, 2023. Accordingly, the gain or loss on this derivative instrument is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted, or liquidated. Interest payments received for the cross currency swap are excluded from the net investment hedge effectiveness assessment and are recorded in interest expense, net on the interim condensed consolidated statements of income.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

In 2020, the Company entered into 4 forward starting interest rate swaps with a total notional amount of $200.0 million effective July 15, 2021. The Company ~~completed~~receives variable rate interest payments based upon one month U.S. dollar LIBOR, and in return the ~~Caraustar Acquisition on February 11, 2019. As~~Company is obligated to pay interest at a ~~result~~weighted-average interest rate of ~~the Caraustar Acquisition, there have been signification changes in the quantitative disclosures over the financial instruments from the disclosures contained in the 2018 Form 10-K.~~

~~Financial Instruments~~

~~As of April 30, 2019 (Dollars in millions)~~

Expected Maturity Date
2019 2020 2021 2022 2023
After
2023
Total
Fair
Value
2019 Credit Agreement:

Scheduled amortizations $ 42
$ 84
$ 131
$ 148
$ 147
$ 45
$ 597
$ 597
Scheduled maturity —
—
—
$ —
—
$ 1,377
$ 1,377
$ 1,377
Average interest rate ⁽¹⁾
4.22 % 4.22 % 4.22 % 4.22 % 4.22 % 4.22 % 4.22 %
Senior Notes due 2021:
Scheduled maturity —
—
$ 222
—
—
—
$ 222
$ 255
Average interest rate 7.38 % 7.38 % 7.38 % —
—
—
7.38 %
Senior Notes due 2027:
Scheduled maturity —
—
—
—
—
$ 500
$ 500
$ 517
Average interest rate 6.50 % 6.50 % 6.50 % 6.50 % 6.50 % 6.50 % 6.50 %
Receivables Facilities:

Scheduled maturity $ 259
—
—
—
—
—
$ 259
$ 259

~~(1) Variable rate specified is based on LIBOR or an alternative base rate~~0.90% plus a ~~calculated margin as of April 30, 2019. The rates presented are not intended to project our expectations for the future.~~

~~Financial Instruments~~

~~As of October 31, 2018 (Dollars in millions)~~

Expected Maturity Date
2019 2020 2021 2022 2023
After
2023
Total
Fair
Value
2017 Credit Agreement:

Scheduled amortizations $ 19
$ 30
$ 23
$ —
$ —
$ —
$ 72
$ 72
Scheduled maturity —
—
—
$ 209
—
—
$ 209
$ 209
Average interest rate ⁽¹⁾
3.37 % 3.37 % 3.37 % 3.37 % 3.37 % —
3.37 %
Senior Notes due 2019:

Scheduled maturity $ 249
—
—
—
—
—
$ 249
$ 257
Average interest rate 7.75 % —
—
—
—
—
7.75 %
Senior Notes due 2021:
Scheduled maturity —
—
227
—
—
—
$ 227
$ 263
Average interest rate 7.38 % 7.38 % 7.38 % —
—
—
7.38 %
Receivables Facility:

Scheduled maturity $ 150
—
—
—
—
—
$ 150
$ 150

(1) Variable rate specified is based on LIBOR or an alternative base rate plus a calculated margin as of October 31, 2018. The rates presented are not intended to project our expectations for the future.

spread.

There have been no other significant changes in the quantitative and qualitative disclosures about our market risk from the disclosures contained in the ~~2018~~2019 Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Changes in Internal Control Over Financial Reporting

The Company completed the Caraustar Acquisition on February 11, 2019. The scope of the Company's assessment of the effectiveness of internal controls over financial reporting for the fiscal year ending October 31, 2019, will not include the Caraustar Acquisition. This exclusion is in accordance with the Securities and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from the Company's scope in the year of acquisition.

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

Disclosure Controls and Procedures

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

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

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

•Our disclosure controls and procedures are effective.

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PART II. OTHER INFORMATION

ITEM 1A. RISK FACTORS

Risks Related to COVID-19

The COVID-19 pandemic has had, and will continue to have for the foreseeable future, a significant adverse impact on the global economy. Due to the size and breadth of this pandemic, all of the direct and indirect consequences of COVID-19 are not yet known and will likely continue to emerge over time. The most significant risks and uncertainties presented to Greif by this pandemic are discussed below.

The current COVID-19 pandemic could have material adverse effect on our business, financial condition, results of operations and cash flow.

In response to the outbreak of COVID-19, governmental authorities throughout the world have implemented numerous measures to try to reduce the spread and impact of the virus, including quarantines, shelter in place, and shutdowns of so-called “nonessential” businesses. Under the guidance issued by the U.S. Department of Homeland Security, and similar designations by governmental authorities throughout the world, the products we manufacture and the services we provide have been deemed “essential” and, as a result, governments in every country in which we do business have allowed our operations to continue without disruption. However, a significant number of our customers or our customer’s end use markets are deemed nonessential under some governmental orders or have suspended operations due to a decreased demand for their products resulting from the negative economic conditions. For the markets we serve, for example, we have seen a softening in demand within the textile, automotive, durable goods and lubricant industries offset by an increase in demand, which may be temporary, from the food, pharmaceutical and household goods industries. Nevertheless, even where governments permit nonessential businesses to operate, the lack of demand for our customer’s products may translate into a lack of demand for our products.

The persistence or further deterioration of economic conditions and continued disruption to our customers or the global supply chain due to the COVID-19 pandemic could have a significant negative impact on our results of operations, cash flows and financial condition. To mitigate these risks we have organized a taskforce at the global and regional levels to develop and implement operational plans to ensure we are as prepared as possible to continue supplying our products and services to our customers. Our primary concern is the health and safety of our workforce. In that regard, we have implemented precautionary measures, which are on-going, to help minimize the risk of our employees being exposed to the virus, including providing the following:

•Alternative work arrangements including working remotely where possible;

•Enhanced cleaning and disinfecting of our physical locations;

•Temperature screenings and face coverings and other personal protective equipment, as needed, for employees;

•Restricted third-party visits to our facilities, where possible; and

•Temporary elimination of work-related travel.

As a result of the quickly evolving developments associated with the COVID-19 pandemic and the significant economic uncertainties and volatility, including the severity of the disease, the duration of the pandemic, actions taken and to be taken by governmental authorities to mitigate the spread and contain potential new outbreaks, we cannot at this time predict the overall impact to our business. Some of the factors we believe could have a material adverse effect on our business operations, financial condition, cash flows and results of operation from the COVID-19 outbreak include the following:

•We could lose key customers who go out-of-business due to the adverse consequences of COVID-19 on their business;

•We could experience a material reduction in the demand for our products and services for an extended period of time;

•Although to date we have been able to obtain a sufficient supply of raw materials, we could experience a reduction in our production capabilities if we cannot secure sufficient supplies of key raw materials;

•We could incur significant raw material price increases, which would likely have an adverse effect on our operating margins, such as the recent significant Old Corrugated Containers (“OCC”) price increases which is the largest raw material used in our PPS business;

•We could face extended facility closures if we experience an outbreak of the virus in a manufacturing facility or temporary downtime if demand for our products is dramatically reduced;

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•We have already incurred additional costs as a result of keeping our employees safe at work and expenditures to enable our office employees to work remotely, and these costs could become material as the pandemic continues;

•We could be subjected to increased cyber security threats if our office employees continue to work remotely for an extended period of time;

•We could be subjected to risks related to the global nature of our business, including material fluctuations in foreign currency exchange rates and compliance matters applicable to export controls, sanctions and anti-corruption laws and regulations;

•We may not be able to meet, or it may take longer to realize, the projected synergies, cost savings, operating efficiencies and other benefits from the Caraustar acquisition;

•Our internal controls may be adversely affected as the need for working remotely extends, which could result in a significant deficiency or material weakness in our internal controls;

Our ability to execute necessary business functions in an efficient and uninterrupted fashion is highly dependent upon the Internet and related technology. Because many business are deploying a remote workforce as a result of COVID-19, Internet usage has increased significantly. A significant interruption or major failure of the Internet would substantially impair our ability to perform daily functions on a timely basis and could result in a material adverse impact on our operations.

In addition, reactions to COVID-19 by federal and state governmental agencies, including the Federal Reserve, and consumers could lead to higher inflation, which can in turn result in an increase in our costs. In addition, inflation may cause changes in interest rates, which could affect the borrowing rates under our credit facilities.

There have been no other material changes in our risk factors from those disclosed in the ~~2018~~2019 Form 10-K under Part I, Item 1A –– Risk Factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5. OTHER INFORMATION

Disclosure of Information Otherwise Required to be Disclosed in Form 8-K

Item 5.02(e) of Form 8-K – Compensatory Arrangements of Certain Officers

On June 1, 2020, the Compensation Committee of the Company’s Board of Directors adopted the Greif, Inc. Nonqualified Supplemental Deferred Compensation Plan (the “NQSP”).

Participation in the NQSP is limited to executive officers of the Company who do not participate in the Company’s Supplemental Employee Retirement Plan or the Company’s Defined Contribution Supplemental Employee Retirement Plan. Under the NQSP, participants that are employed by the Company on December 31 of each year will be credited with a contribution equal to 6% of the excess, if any, of the sum of the participant’s base salary and annual short-term incentive plan bonus payment accrued in connection with the fiscal year ending within such calendar year, over the maximum compensation limit considered by the Company’s 401(k) Plan (currently $285,000). Accounts of participants will also be credited with interest calculated using the discount rate used to calculate the present value of the Company’s future obligations under the Greif Pension Plan.

NQSP benefits are subject to vesting. In general, benefits vest on the earliest of: (a) the completion of at least ten years of vesting service (as credited under the Company’s 401(k) Plan); (b) the attainment of age 65; (c) death; (d) disability; or (e) certain terminations following a change in control of the Company. NQSP benefits represent unfunded obligations of the Company.

The foregoing description is qualified in its entirety by reference to the Greif, Inc. Nonqualified Supplemental Deferred Compensation Plan and the form of the participation letter to be executed by participants in the NQSP, copies of which are filed as Exhibit 10.3 and Exhibit 10.4, respectively, to this Quarterly Report on Form 10-Q, which documents are incorporated herein by reference.

Table of Contents

ITEM 6. EXHIBITS

(a.) Exhibits


Exhibit No.						Description of Exhibit

~~Exhibit No.~~ 10.1						~~Description~~Assignment agreement dated March 31, 2020, by and among Greif Receivables Funding LLC, Greif Packaging LLC, Custom Packaging Group LLC, the other Originators party hereto, Greif, Inc., the Investors, Administrators and Managing Agents party hereto and Bank of ~~Exhibit~~America, N.A., as Agent.

10.2						Amendment agreement dated April 17, 2020, between Coöperatieve Rabobank U.A. Trading as Rabobank London, Coöperatieve Rabobank U.A, Nieuw Amsterdam Receivables Corporation B.V., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Service Belgium BVBA, Greif, Inc., the Originators as described herein and Trust International Management (T.I.M.) B.V.)

10.3						Nonqualified Supplemental Deferred Compensation Plan, effective January 1, 2020

10.4						Form Nonqualified Supplemental Deferred Compensation Plan Participation Letter

10.5						Amended and Restated Nonqualified Deferred Compensation Plan, effective June 1, 2008

10.6						Amended and Restated Nonqualified Deferred Compensation Plan Amendment No. 1, dated December 20, 2010

31.1						Certification of Chief Executive Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.

31.2						Certification of Chief Financial Officer Pursuant to Rule 13a — 14(a) of the Securities Exchange Act of 1934.

32.1						Certification of Chief Executive Officer required by Rule 13a —14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

32.2						Certification of Chief Financial Officer required by Rule 13a — 14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.

101						The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 30, ~~2019,~~2020, formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Income and Comprehensive Income (Loss), (ii) Condensed Consolidated Balance Sheets, (iii) Condensed Consolidated Statements of Cash Flow and (iv) Notes to Condensed Consolidated Financial Statements.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.


			GREIF, INC.
			(Registrant)

		~~Greif, Inc.~~
	~~(Registrant)~~

Date: June ~~7, 2019~~4, 2020		/s/ Lawrence A. Hilsheimer
			Lawrence A. Hilsheimer,
			Executive Vice President and Chief Financial Officer



Delaware						31-4388903
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)



425 Winter Road ~~Delaware, Ohio~~	Delaware	Ohio	43015
(Address of principal executive offices)			(Zip Code)



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



Class A Common Stock			~~26,266,943~~26,441,986 shares
Class B Common Stock			22,007,725 shares


(in millions)	April 30, 2019			October 31, 2018			(in millions)	April 30, 2020		October 31, 2019
ASSETS							ASSETS
Current assets							Current assets
Cash and cash equivalents	$	89.8		$	94.2		Cash and cash equivalents	$	72.4	$	77.3
Trade accounts receivable, less allowance of $7.1 in 2019 and $4.2 in 2018	704.8			456.7
Trade accounts receivable, less allowance of $8.3 in 2020 and $6.8 in 2019							Trade accounts receivable, less allowance of $8.3 in 2020 and $6.8 in 2019	640.5		664.2
Inventories:							Inventories:
Raw materials	285.5			203.9			Raw materials	241.0		238.4
Work-in-process	13.6			10.0			Work-in-process	6.6		11.3
Finished goods	122.4			75.6			Finished goods	91.4		108.5
Assets held for sale	5.3			4.4			Assets held for sale	6.2		4.1
Assets held by special purpose entities							Assets held by special purpose entities	50.9		—
Prepaid expenses	51.7			39.8			Prepaid expenses	49.8		44.0
Other current assets	80.0			92.1			Other current assets	89.1		101.2
	1,353.1			976.7				1,247.9		1,249.0
Long-term assets							Long-term assets
Goodwill	1,522.6			776.0			Goodwill	1,474.7		1,517.8
Other intangible assets, net of amortization	778.8			80.6			Other intangible assets, net of amortization	740.2		776.5
Deferred tax assets	14.0			7.9			Deferred tax assets	13.6		15.9
Assets held by special purpose entities	50.9			50.9			Assets held by special purpose entities	—		50.9
Pension asset	11.7			10.4			Pension asset	35.2		35.4
Operating lease assets							Operating lease assets	321.0		—
Other long-term assets	93.9			100.4			Other long-term assets	100.3		90.9
	2,471.9			1,026.2				2,685.0		2,487.4
Properties, plants and equipment							Properties, plants and equipment
Timber properties, net of depletion	273.8			274.2			Timber properties, net of depletion	272.7		272.4
Land	178.6			96.4			Land	165.2		178.0
Buildings	526.2			431.4			Buildings	505.6		531.0
Machinery and equipment	1,884.6			1,554.9			Machinery and equipment	1,899.5		1,866.2
Capital projects in progress	158.4			117.2			Capital projects in progress	121.4		170.4
	3,021.6			2,474.1				2,964.4		3,018.0
Accumulated depreciation	(1,336.2		)	(1,282.2		)	Accumulated depreciation	(1,368.3)		(1,327.7)
	1,685.4			1,191.9				1,596.1		1,690.3
Total assets	$	5,510.4		$	3,194.8		Total assets	$	5,529.0	$	5,426.7



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


Item		Page
	Part I. Financial Information
1	Financial Statements	4
	Condensed Consolidated Statements of Income for the Three and Six Months Ended April 30 , 2020 and 2019 (Unaudited)	4
	Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended April 30 , 2020 and 2019 (Unaudited)	5
	Condensed Consolidated Balance Sheets at April 30 , 2020 (Unaudited) and October 31, 2019	6
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended April 30 , 2020 and 2019 (Unaudited)	8
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
3	Quantitative and Qualitative Disclosures About Market Risk	57
4	Controls and Procedures	57

	Part II. Other Information
1A	Risk Factors	58
2	Unregistered Sales of Equity Securities and Use of Proceeds	59
5	Other Information	59
6	Exhibits	60
	Signatures	61


								Six Months Ended April 30,
Six Months Ended April 30, (in millions)	2019			2018
(in millions)							(in millions)	2020		2019
Cash flows from operating activities:							Cash flows from operating activities:
Net income	$	56.9		$	112.0		Net income	$	51.9	$	56.9
Adjustments to reconcile net income to net cash provided by operating activities:							Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization	86.8			64.1			Depreciation, depletion and amortization	122.5		86.8
Non-cash asset impairment charges	2.1			3.3			Non-cash asset impairment charges	1.4		2.1
Non-cash pension settlement income							Non-cash pension settlement income	(0.1)		—
Gain on disposals of properties, plants and equipment, net	(5.8		)	(6.1		)	Gain on disposals of properties, plants and equipment, net	(1.8)		(5.8)
Loss on disposals of businesses, net	1.7			—			Loss on disposals of businesses, net	38.4		1.7
Unrealized foreign exchange loss	1.1			2.0
Unrealized foreign exchange (gain) loss							Unrealized foreign exchange (gain) loss	(0.8)		1.1
Deferred income tax benefit	(11.8		)	(69.6		)	Deferred income tax benefit	(0.5)		(11.8)
Transition tax expense	2.3			35.9			Transition tax expense	—		2.3
Debt extinguishment charges	13.9			—			Debt extinguishment charges	—		13.9
Non-cash lease expense							Non-cash lease expense	28.6		—
Other, net	2.9			0.6			Other, net	(0.9)		2.9
Increase (decrease) in cash from changes in certain assets and liabilities:							Increase (decrease) in cash from changes in certain assets and liabilities:
Trade accounts receivable	13.3			(15.2		)	Trade accounts receivable	(28.7)		13.3
Inventories	(31.2		)	(68.0		)	Inventories	(23.0)		(31.2)
Deferred purchase price on sold receivables	(6.9		)	(24.8		)	Deferred purchase price on sold receivables	—		(6.9)
Accounts payable	(25.1		)	(2.0		)	Accounts payable	20.2		(25.1)
Restructuring reserves	2.2			0.9			Restructuring reserves	(4.3)		2.2
Pension and postretirement benefit liabilities	(5.8		)	(3.4		)
Operating leases							Operating leases	(28.1)		—
Pension and post-retirement benefit liabilities							Pension and post-retirement benefit liabilities	(11.7)		(5.8)
Other, net	(44.0		)	(25.2		)	Other, net	(43.8)		(44.0)
Net cash provided by operating activities	52.6			4.5
Net cash provided by (used in) operating activities							Net cash provided by (used in) operating activities	119.3		52.6
Cash flows from investing activities:							Cash flows from investing activities:
Acquisitions of companies, net of cash acquired	(1,828.4		)	—			Acquisitions of companies, net of cash acquired	—		(1,828.4)

Purchases of properties, plants and equipment	(63.6		)	(56.3		)	Purchases of properties, plants and equipment	(65.4)		(63.6)
Purchases of and investments in timber properties	(2.3		)	(4.9		)	Purchases of and investments in timber properties	(2.8)		(2.3)
Purchases of equity method investments							Purchases of equity method investments	(3.6)		—
Proceeds from the sale of properties, plants, equipment and other assets	10.6			8.5			Proceeds from the sale of properties, plants, equipment and other assets	3.0		10.6
Proceeds from the sale of businesses	0.4			1.4			Proceeds from the sale of businesses	81.6		0.4
Proceeds from insurance recoveries	0.2			—			Proceeds from insurance recoveries	—		0.2
Net cash used in investing activities	(1,883.1		)	(51.3		)	Net cash used in investing activities	12.8		(1,883.1)
Cash flows from financing activities:							Cash flows from financing activities:
Proceeds from issuance of long-term debt	3,190.0			533.8			Proceeds from issuance of long-term debt	745.4		3,190.0
Payments on long-term debt	(1,228.6		)	(463.7		)	Payments on long-term debt	(789.3)		(1,228.6)
Payment on current portion of long-term debt	(18.8		)	—
Proceeds on short-term borrowings, net	1.6			—
Payments on short-term borrowings, net	—			(5.2		)
Payments on current portion of long-term debt							Payments on current portion of long-term debt	(0.3)		(18.8)
Proceeds (payments) on short-term borrowings, net							Proceeds (payments) on short-term borrowings, net	(4.7)		1.6

Proceeds from trade accounts receivable credit facility	42.2			2.8			Proceeds from trade accounts receivable credit facility	64.3		42.2
Payments on trade accounts receivable credit facility	(45.1		)	(2.8		)	Payments on trade accounts receivable credit facility	(77.3)		(45.1)

Dividends paid to Greif, Inc. shareholders	(51.8		)	(49.3		)	Dividends paid to Greif, Inc. shareholders	(52.0)		(51.8)
Dividends paid to noncontrolling interests	(8.3		)	(3.4		)	Dividends paid to noncontrolling interests	(8.5)		(8.3)
Payments for debt extinguishment and issuance costs	(44.1		)	—			Payments for debt extinguishment and issuance costs	—		(44.1)
Purchases of redeemable noncontrolling interest	(11.9		)	—			Purchases of redeemable noncontrolling interest	—		(11.9)
Cash contribution from noncontrolling interest holder	1.6			—			Cash contribution from noncontrolling interest holder	—		1.6
Net cash provided by financing activities	1,826.8			12.2
Net cash provided by (used in) financing activities							Net cash provided by (used in) financing activities	(122.4)		1,826.8
Reclassification of cash to assets held for sale							Reclassification of cash to assets held for sale	—		—
Effects of exchange rates on cash	(0.7		)	0.5			Effects of exchange rates on cash	(14.6)		(0.7)
Net decrease in cash and cash equivalents	(4.4		)	(34.1		)
Net increase (decrease) in cash and cash equivalents							Net increase (decrease) in cash and cash equivalents	(4.9)		(4.4)
Cash and cash equivalents at beginning of period	94.2			142.3			Cash and cash equivalents at beginning of period	77.3		94.2
Cash and cash equivalents at end of period	$	89.8		$	108.2		Cash and cash equivalents at end of period	$	72.4	$	89.8



(in millions)	Preliminary Fair Value		Weighted Average Estimated Useful Life
Customer relationships	$	700.0	15.0
Trademarks	15.0		3.0
Other	2.1		1.2
Total intangible assets	$	717.1



	Three Months Ended April 30,				Six Months Ended April 30,
(in millions, except per share amounts)	2019		2018		2019		2018
Pro forma net sales	$	1,244.8	$	1,302.2	$	2,474.0	$	2,517.2
Pro forma net (loss) income attributable to Greif, Inc.	$	7.2	$	39.4	$	28.0	$	46.0
Basic earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	0.12	$	0.67	$	0.48	$	0.79
Class B common stock	$	0.18	$	1.00	$	0.71	$	1.17
Diluted earnings per share attributable to Greif, Inc. common shareholders:
Class A common stock	$	0.12	$	0.67	$	0.48	$	0.79
Class B common stock	$	0.18	$	1.00	$	0.71	$	1.17


(in millions)	Employee Separation Costs		Other Costs		Total
Balance at October 31, 2019	$	9.5	$	1.8	$	11.3
Costs incurred and charged to expense	5.1		2.6		7.7
Costs paid or otherwise settled	(8.9)		(3.3)		(12.2)
Balance at April 30, 2020	$	5.7	$	1.1	$	6.8


(in millions)	Total Amounts Expected to be Incurred		Amounts Incurred During the six months ended April 30, 2020		Amounts Remaining to be Incurred
Rigid Industrial Packaging & Services
Employee separation costs	$	13.7	$	2.6	$	11.1
Other restructuring costs	3.8		1.2		2.6
	17.5		3.8		13.7
Flexible Products & Services
Employee separation costs	1.4		0.5		0.9
Other restructuring costs	2.3		0.7		1.6
	3.7		1.2		2.5
Paper Packaging & Services
Employee separation costs	2.4		2.0		0.4
Other restructuring costs	2.7		0.7		2.0
	5.1		2.7		2.4




	$	26.3	$	7.7	$	18.6


(in millions)	April 30, 2020		October 31, 2019
2019 Credit Agreement - Term Loans	$	1,570.3	$	1,612.2
Senior Notes due 2027	494.7		494.3
Senior Notes due 2021	216.1		221.7
Accounts receivable credit facilities	336.2		351.6
2019 Credit Agreement - Revolving Credit Facility	73.7		76.1
Other debt	0.2		0.4
	2,691.2		2,756.3
Less: current portion	83.8		83.7
Less: deferred financing costs	12.3		13.6
Long-term debt, net	$	2,595.1	$	2,659.0



(in millions)	April 30, 2019		October 31, 2018
2019 Credit Agreement - Term Loans	$	1,654.1	$	—
2017 Credit Agreement - Term Loan	—		277.5
Senior Notes due 2027	493.9		—
Senior Notes due 2021	222.2		226.5
Senior Notes due 2019	—		249.1
Accounts receivable credit facilities	259.3		150.0
2019 Credit Agreement - Revolving Credit Facility	320.0		—
2017 Credit Agreement - Revolving Credit Facility	—		3.8
Other debt	0.9		0.7
	2,950.4		907.6
Less: current portion	83.8		18.8
Less: deferred financing costs	14.8		4.7
Long-term debt, net	$	2,851.8	$	884.1


	April 30, 2020
	Fair Value Measurement
(in millions)	Level 1		Level 2		Level 3		Total		Balance Sheet Location

Interest rate derivatives	—		(51.0)		—		(51.0)		Other current liabilities and other long-term liabilities
Foreign exchange hedges	—		3.0		—		3.0		Other current assets
Foreign exchange hedges	—		(1.2)		—		(1.2)		Other current liabilities
Insurance annuity	—		—		19.5		19.5		Other long-term assets
Cross currency swap	—		15.0		—		15.0		Other current assets and other long-term assets

Total	$	—	$	(34.2)	$	19.5	$	(14.7)



	Quantitative Information about Level 3 Fair Value Measurements
(in millions)	Fair Value of Impairment		Valuation Technique	Unobservable Input	Range of Input Values
April 30, 2019
Impairment of Net Assets Held for Sale	$	2.1	Indicative Bids	Indicative Bids	N/A
Total	$	2.1

April 30, 2018
Impairment of Net Assets Held for Sale	$	0.4	Discounted Cash Flows	Discounted Cash Flows	N/A
Impairment of Long Lived Assets	$	2.9	Discounted Cash Flows	Discounted Cash Flows	N/A
Total	$	3.3


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


	Authorized Shares	Issued Shares	Outstanding Shares	Treasury Shares
April 30, 2020
Class A Common Stock	128,000,000	42,281,920	26,441,986	15,839,934
Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275

October 31, 2019
Class A Common Stock	128,000,000	42,281,920	26,257,943	16,023,977
Class B Common Stock	69,120,000	34,560,000	22,007,725	12,552,275


(in millions)	Balance Sheet Classification	April 30, 2020
Lease Assets
Operating lease assets	Operating lease assets	$	321.0
Finance lease assets	Other long-term assets	5.0
Total lease assets		$	326.0

Lease Liabilities
Current operating lease liabilities	Current portion of operating lease liabilities	$	53.1
Current finance lease liabilities	Other current liabilities	1.7
Total current lease liabilities		54.8

Non-current operating lease liabilities	Operating lease liabilities	270.6
Non-current finance lease liabilities	Other long-term liabilities	3.3
Total non-current lease liabilities		273.9
Total lease liabilities		$	328.7


(in millions)	Operating Leases		Finance Leases		Total expected payments
2020	$	64.7	$	1.4	$	66.1
2021	58.9		1.4		60.3
2022	51.3		1.1		52.4
2023	44.0		0.8		44.8
2024	36.5		0.5		37.0
Thereafter	174.2		0.3		174.5
Total lease payments	$	429.6	$	5.5	$	435.1
Less: Interest	(105.9)		(0.5)		(106.4)
Lease liabilities	$	323.7	$	5.0	$	328.7


Weighted-average remaining lease term (years):
Operating leases	11.4
Finance leases	4.0
Weighted-average discount rate:
Operating leases	3.81	%
Finance leases	3.46	%


	Year Ended October 31,
(in millions)	2019		2018		2017
Rent Expense	$	86.2	$	47.1	$	41.0


(in millions)	Operating Leases		Capital Leases
Year(s):
2020	$	64.8	$	1.8
2021	57.0		1.6
2022	48.7		1.3
2023	40.1		1.0
2024	31.6		0.6
Thereafter	117.5		0.3
Total	$	359.7	$	6.6


	Three Months Ended April 30, 2020
	Capital Stock				Treasury Stock						Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests	Total Equity
	Common Shares	Amount		Treasury Shares	Amount
As of January 31, 2020	48,269	$	162.7	28,573	$	(134.7)	$	1,548.7	$	(412.9)	$	1,163.8	$	58.9	$	1,222.7
Net income							11.4				11.4		4.4		15.8
Other comprehensive income (loss):
Foreign currency translation									(48.7)		(48.7)		(3.6)		(52.3)
Derivative financial instruments, net of immaterial income tax expense									(23.1)		(23.1)				(23.1)
Minimum pension liability adjustment, net of immaterial income tax expense									1.3		1.3				1.3
Comprehensive loss				.							(59.1)				(58.3)
Current period mark to redemption value of redeemable noncontrolling interest							(2.2)				(2.2)				(2.2)



Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)							(26.1)				(26.1)				(26.1)
Dividends paid to noncontrolling interests and other											—		(7.7)		(7.7)

Long-term incentive shares issued	153	5.0		(153)	0.3						5.3				5.3
Share based compensation	—	0.5		—	—						0.5				0.5
Restricted stock, directors	28	1.0		(28)	—						1.0				1.0

As of April 30, 2020	48,450	$	169.2	28,392	$	(134.4)	$	1,531.8	$	(483.4)	$	1,083.2	$	52.0	$	1,135.2



	Three-Month Period Ended April 30, 2019
	Capital Stock			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Greif, Inc. Equity			Non controlling interests			Total Equity
	Common Shares	Amount		Treasury Shares		Amount
As of January 31, 2019	48,241	$	161.5	28,601		$	(134.8	)	$	1,471.9		$	(379.4	)	$	1,119.2		$	52.3		$	1,171.5
Net income									13.6						13.6			7.5			21.1
Other comprehensive income (loss):
Foreign currency translation												(12.7		)	(12.7		)	(2.0		)	(14.7		)
Derivative financial instruments, net of income tax benefit of $5.3 million												(10.0		)	(10.0		)				(10.0		)
Minimum pension liability adjustment, net of immaterial income tax												0.7			0.7						0.7
Comprehensive loss															(8.4		)				(2.9		)
Current period mark to redemption value of redeemable noncontrolling interest									0.8						0.8						0.8
Net income allocated to redeemable noncontrolling interests															—			(0.5		)	(0.5		)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)									(26.1		)				(26.1		)				(26.1		)
Dividends paid to noncontrolling interests and other															—			(7.5		)	(7.5		)
Restricted stock directors	25	1.1		(25	)	—									1.1						1.1
As of April 30, 2019	48,266	$	162.6	28,576		$	(134.8	)	$	1,460.2		$	(401.4	)	$	1,086.6		$	49.8		$	1,136.4


	Six Months Ended April 30, 2020
	Capital Stock				Treasury Stock						Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests	Total Equity
	Common Shares	Amount		Treasury Shares	Amount
As of October 31, 2019	48,266	$	162.6	28,576	$	(134.8)	$	1,539.0	$	(433.7)	$	1,133.1	$	58.0	$	1,191.1
Net income							43.7				43.7		8.2		51.9
Other comprehensive income (loss):
Foreign currency translation									(49.8)		(49.8)		(5.6)		(55.4)
Derivative financial instruments, net of immaterial income tax expense									(22.9)		(22.9)				(22.9)
Minimum pension liability adjustment, net of $7.5 million of income tax expense									23.0		23.0				23.0
Comprehensive loss				.							(6.0)				(3.4)
Current period mark to redemption value of redeemable noncontrolling interest							1.1				1.1				1.1
Net income allocated to redeemable noncontrolling interests											—		(0.1)		(0.1)


Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)							(52.0)				(52.0)				(52.0)
Dividends paid to noncontrolling interests and other											—		(8.5)		(8.5)
Long-term incentive shares issued	153	5.0		(153)	0.3						5.3				5.3
Share based compensation	—	0.5		—	—						0.5				0.5
Restricted stock, executive	3	0.1		(3)	0.1						0.2				0.2
Restricted stock, directors	28	1		(28)	—						1.0				1.0

As of April 30, 2020	48,450	$	169.2	28,392	$	(134.4)	$	1,531.8	$	(483.4)	$	1,083.2	$	52.0	$	1,135.2



	Six-Month Period Ended April 30, 2019
	Capital Stock			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Greif, Inc. Equity			Non controlling interests			Total Equity
	Common Shares	Amount		Treasury Shares		Amount
As of October 31, 2018	47,949	$	150.5	28,893		$	(135.4	)	$	1,469.8		$	(377.1	)	$	1,107.8		$	46.4		$	1,154.2
Net income									43.3						43.3			13.6			56.9
Other comprehensive loss:
Foreign currency translation												(8.5		)	(8.5		)	(1.0		)	(9.5		)
Derivative financial instruments, net of income tax benefit of $3.4 million												(15.7		)	(15.7		)				(15.7		)
Minimum pension liability adjustment, net of immaterial income tax												(0.1		)	(0.1		)				(0.1		)
Comprehensive income															19.0						31.6
Adoption of ASU 2016-16									(2.1		)				(2.1		)				(2.1		)
Current period mark to redemption value of redeemable noncontrolling interest									1.0						1.0						1.0
Net income allocated to redeemable noncontrolling interests															—			(1.3		)	(1.3		)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)									(51.8		)				(51.8		)				(51.8		)
Dividends paid to noncontrolling interests and other															—			(7.9		)	(7.9		)
Restricted stock directors	25	1.1		(25	)										1.1						1.1
Long-term incentive shares issued	292	11.0		(292	)	0.6									11.6						11.6
As of April 30, 2019	48,266	$	162.6	28,576		$	(134.8	)	$	1,460.2		$	(401.4	)	$	1,086.6		$	49.8		$	1,136.4


	Three Months Ended April 30, 2019
	Capital Stock				Treasury Stock						Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity		Non controlling interests	Total Equity
	Common Shares	Amount		Treasury Shares	Amount
As of January 31, 2019	48,241	$	161.5	28,601	$	(134.8)	$	1,471.9	$	(379.4)	$	1,119.2	$	52.3	$	1,171.5
Net income							13.6				13.6		7.5		21.1
Other comprehensive income (loss):
Foreign currency translation									(12.7)		(12.7)		(2.0)		(14.7)
Derivative financial instruments, net of income tax benefit of $5.3 million									(10.0)		(10.0)				(10.0)
Minimum pension liability adjustment, net of immaterial income tax									0.7		0.7				0.7
Comprehensive loss											(8.4)				(2.9)

Current period mark to redemption value of redeemable noncontrolling interest							0.8				0.8				0.8
Net income allocated to redeemable noncontrolling interests											—		(0.5)		(0.5)
Dividends paid to Greif, Inc. shareholders ($0.44 and $0.66 per Class A share and Class B share, respectively)							(26.1)				(26.1)				(26.1)
Dividends paid to noncontrolling interests											—		(7.5)		(7.5)
Restricted stock, directors	25	1.1		(25)	—						1.1				1.1
As of April 30, 2019	48,266	$	162.6	28,576	$	(134.8)	$	1,460.2	$	(401.4)	$	1,086.6	$	49.8	$	1,136.4


																									Six Months Ended April 30, 2019
	Three-Month Period Ended April 30, 2018																								Capital Stock				Treasury Stock						Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Greif, Inc. Equity				Non controlling interests			Total Equity
	Capital Stock			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Greif, Inc. Equity			Non controlling interests			Total Equity				Common Shares	Amount		Treasury Shares	Amount
	Common Shares	Amount		Treasury Shares		Amount
As of January 31, 2018	47,925	$	149.1	28,917		$	(135.5	)	$	1,390.5		$	(316.6	)	$	1,087.5		$	39.0		$	1,126.5
As of October 31, 2018																								As of October 31, 2018	47,949	$	150.5	28,893	$	(135.4)	$	1,469.8	$	(377.1)							$	1,107.8		$	46.4		$	1,154.2
Net income									45.1						45.1			6.8			51.9			Net income							43.3				43.3		13.6		56.9
Other comprehensive income (loss):																								Other comprehensive income (loss):
Foreign currency translation												(26.3		)	(26.3		)	—			(26.3		)	Foreign currency translation									(8.5)		(8.5)		(1.0)		(9.5)
Interest rate derivative, net of income tax benefit of $0.3 million												1.4			1.4						1.4
Derivative financial instruments, net of income tax benefit of $3.4 million																								Derivative financial instruments, net of income tax benefit of $3.4 million									(15.7)		(15.7)				(15.7)
Minimum pension liability adjustment, net of immaterial income tax												2.7			2.7						2.7			Minimum pension liability adjustment, net of immaterial income tax									(0.1)		(0.1)				(0.1)
Comprehensive income															22.9						29.7			Comprehensive income											19.0				31.6
Adoption of ASU 2016-16																								Adoption of ASU 2016-16							(2.1)				(2.1)				(2.1)
Current period mark to redemption value of redeemable noncontrolling interest									(0.4		)				(0.4		)				(0.4		)	Current period mark to redemption value of redeemable noncontrolling interest							1.0				1.0				1.0
Net income allocated to redeemable noncontrolling interests															—			(0.8		)	(0.8		)	Net income allocated to redeemable noncontrolling interests											—		(1.3)		(1.3)
Dividends paid to Greif, Inc. shareholders ($0.42 and $0.63 per Class A share and Class B share, respectively)									(24.8		)				(24.8		)				(24.8		)
Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)																								Dividends paid to Greif, Inc. shareholders ($0.88 and $1.31 per Class A share and Class B share, respectively)							(51.8)				(51.8)				(51.8)
Dividends paid to noncontrolling interests															—			(2.2		)	(2.2		)	Dividends paid to noncontrolling interests											—		(7.9)		(7.9)
Restricted stock directors	21	1.0		(21	)	—									1.0						1.0
Restricted stock, directors																								Restricted stock, directors	25	1.1		(25)							1.1				1.1
Long-term incentive shares issued	3	0.2		(3	)	0.1									0.3						0.3			Long-term incentive shares issued	292	11.0		(292)	0.6						11.6				11.6
As of April 30, 2018	47,949	$	150.3	28,893		$	(135.4	)	$	1,410.4		$	(338.8	)	$	1,086.5		$	42.8		$	1,129.3
As of April 30, 2019																								As of April 30, 2019	48,266	$	162.6	28,576	$	(134.8)	$	1,460.2	$	(401.4)	$	1,086.6	$	49.8	$	1,136.4



	Six-Month Period Ended April 30, 2018
	Capital Stock			Treasury Stock					Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Greif, Inc. Equity			Non controlling interests			Total Equity
	Common Shares	Amount		Treasury Shares		Amount
As of October 31, 2017	47,843	$	144.2	28,999		$	(135.6	)	$	1,360.5		$	(358.2	)	$	1,010.9		$	36.6		$	1,047.5
Net income									101.6						101.6			10.4			112.0
Other comprehensive income (loss):
Foreign currency translation												11.7			11.7			0.4			12.1
Interest rate derivative, net of income tax expense of $1.8 million									(0.6		)	5.9			5.3						5.3
Minimum pension liability adjustment, net of immaterial income tax												1.8			1.8						1.8
Comprehensive income															120.4						131.2
Current period mark to redemption value of redeemable noncontrolling interest									(1.8		)				(1.8		)				(1.8		)
Net income allocated to redeemable noncontrolling interests															—			(1.9		)	(1.9		)
Dividends paid to Greif, Inc. shareholders ($0.84 and $1.25 per Class A share and Class B share, respectively)									(49.3		)				(49.3		)				(49.3		)
Dividends paid to noncontrolling interests															—			(2.7		)	(2.7		)
Restricted stock directors	21	1.0		(21	)	—									1.0						1.0
Long-term incentive shares issued	85	5.1		(85	)	0.2									5.3						5.3
As of April 30, 2018	47,949	$	150.3	28,893		$	(135.4	)	$	1,410.4		$	(338.8	)	$	1,086.5		$	42.8		$	1,129.3



(in millions)	Foreign Currency Translation			Derivative Financial Instruments			Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2018	$	(292.8	)	$	13.4		$	(97.7	)	$	(377.1	)
Other Comprehensive Loss	(8.5		)	(15.7		)	(0.1		)	(24.3		)
Current-period Other Comprehensive Loss	(8.5		)	(15.7		)	(0.1		)	(24.3		)
Balance as of April 30, 2019	$	(301.3	)	$	(2.3	)	$	(97.8	)	$	(401.4	)



(in millions)	Foreign Currency Translation			Interest Rate Derivative		Minimum Pension Liability Adjustment			Accumulated Other Comprehensive Income (Loss)
Balance as of October 31, 2017	$	(249.3	)	$	5.1	$	(114.0	)	$	(358.2	)
Other Comprehensive Income	11.7			5.9		1.8			19.4
Current-period Other Comprehensive Income	11.7			5.9		1.8			19.4
Balance as of April 30, 2018	$	(237.6	)	$	11.0	$	(112.2	)	$	(338.8	)


	Three Months Ended April 30, 2020
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Rigid Industrial Packaging & Services	$	220.8	$	281.3	$	100.5	$	602.6
Paper Packaging & Services	475.1		—		6.5		481.6
Flexible Products & Services	5.7		54.9		6.8		67.4
Land Management	6.7		—		—		6.7
Total net sales	$	708.3	$	336.2	$	113.8	$	1,158.3



	Three Months Ended April 30,2019
(in millions)	United States		Europe, Middle East and Africa		Asia Pacific and Other Americas		Total
Rigid Industrial Packaging & Services	$	232.9	$	283.7	$	115.0	$	631.6
Paper Packaging & Services	491.6		—		6.0		497.6
Flexible Products & Services	8.6		60.7		7.7		77.0
Land Management	7.1		—		—		7.1
Total net sales	$	740.2	$	344.4	$	128.7	$	1,213.3