GEF 10-K Annual Report Oct. 31, 2019 | Alphaminr
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GEF 10-K Fiscal year ended Oct. 31, 2019

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GREIF, INC
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 Basis Of Presentation and Summary Of Significant Accounting PoliciesNote 2 Acquisitions and DivestituresNote 3 Sale Of Non-united States Accounts ReceivableNote 4 Assets and Liabilities Held For Sale and Disposals Of Property, Plant and Equipment, NetNote 5 Goodwill and Other Intangible AssetsNote 6 Restructuring ChargesNote 7 Consolidation Of Variable Interest EntitiesNote 8 Long-term DebtNote 9 Financial Instruments and Fair Value MeasurementsNote 10 Stock-based CompensationNote 11 Income TaxesNote 12 Post-retirement Benefit PlansNote 13 Contingent Liabilities and Environmental ReservesNote 14 Earnings Per ShareNote 15 LeasesNote 16 Business Segment InformationNote 17 Comprehensive Income (loss)Note 18 Quarterly Financial Data (unaudited)Note 19 Redeemable Noncontrolling InterestsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.2 Agreement and Plan of Merger, dated December 20, 2018, by and among Paperboard Parent Inc., Greif Packaging LLC, Greif USA II LLC and Peach Representative LLC Current Report on Form8-K/A dated December 20, 2018, FileNo.001-00566 (see Exhibit2.2 therein) 3.2 Amendment to Amended and Restated Certificate of Incorporation of Greif, Inc. Definitive Proxy Statement on Form14A dated January27, 2003, File No.001-00566 (see ExhibitA therein). 3.3 Amendment to Amended and Restated Certificate of Incorporation of Greif, Inc. Quarterly Report on Form10-Q for the fiscal quarter ended April30, 2007, File No.001-00566 (see Exhibit3.1 therein). 3.4 SecondAmended and Restated By-Laws of Greif, Inc. Current Report on Form8-K dated August29, 2008, FileNo.001-00566 (see Exhibit99.2 therein) 3.5 Amendment of SecondAmended and Restated By-Laws of Greif, Inc. (effective November 1, 2011) Current Report on Form8-K dated November 2, 2011, FileNo. 001-00566 (see Exhibit99.2 therein) 3.6 Amendment of SecondAmended and Restated By-Laws of Greif, Inc. (effective September 3, 2013) Current Report on Form8-K dated September6, 2013, FileNo.001-00566 (see Exhibit99.3 therein) 3.7 Amendment to Second Amended and Restated By-Laws of Greif, Inc. (effective January 9, 2019) Current Report on Form8-K dated January 10, 2019, FileNo.001-00566 (see Exhibit3.1 therein) 4.1 Indenture dated as of July15, 2011, among Greif Luxembourg Finance S.C.A., as Issuer, Greif, Inc. as Guarantor, The Bank of New York Mellon, as Trustee and Principal Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A., as Transfer Agent, Registrar and Luxembourg Paying Agent, regarding 7.375% Senior Notes due 2021 Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2011, File No. 001-00566 (see Exhibit99.3 therein). 4.2 Indenture, dated as of February 11, 2019, among Greif, Inc., as issuer, each of the United States subsidiaries of Greif, Inc. party thereto, as guarantors, and U.S. Bank National Association, as trustee, regarding 6.50% Senior Notes due 2027. Current Report on Form8-K dated February 11, 2019, FileNo.001-00566 (see Exhibit4.1 therein). 4.3 Description of the Registrant's Securities Registered under Section 12 of the Securities Exchange Act of 1934 Contained herein. 10.1* Greif, Inc. Amended and Restated Directors Deferred Compensation Plan. Quarterly Report on Form10-Q for the fiscal quarter ended April30, 2006, File No.001-00566 (see Exhibit10.2 therein). 10.3* Second Amended and Restated Supplemental Executive Retirement Plan. Annual Report on Form10-K for fiscal year ended October 31, 2007, File No. 001-00566 (see Exhibit10(f) therein). 10.4* Greif, Inc. Amended and Restated Long-Term Incentive Plan. Quarterly Report on Form10-Q for the fiscal quarter ended April 30, 2006, File No. 001-00566 (see Exhibit10.1 therein). 10.5* Amendment No. 1 to Greif, Inc. Amended and Restated Long-Term Incentive Plan. Annual Report on Form 10-K for the fiscal year ended October 31, 2014, File No. 001-00566 (See Exhibit10.8 therein). 10.6* Amendment No. 2 to Greif, Inc. Amended and Restated Long-Term Incentive Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2018, File No. 001-00566 (See Exhibit10.8 therein). 10.8* Amendment No. 1 to Greif, Inc. Performance-Based Incentive Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2011, File No. 001-00566 (See Exhibit10(i) therein). 10.9* Amendment No. 2 to Greif, Inc. Performance-Based Incentive Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2013, File No. 001-00566 (See Exhibit10.10 therein). 10.10* Amendment No. 3 to Greif, Inc. Performance-Based Incentive Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2017, File No. 001-00566 (See Exhibit10.11 therein). 10.12* Amendment No. 1 to Greif, Inc. 2001 Management Equity Incentive and Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2011, File No. 001-00566 (See Exhibit10(k) therein). 10.13* Amendment No. 2 to Greif, Inc. 2001 Management Equity Incentive and Compensation Plan Annual Report on Form 10-K for the fiscal year ended October 31, 2015, File No. 001-00566 (See Exhibit10.13.2 therein). 10.14* 2005 Outside Directors Equity Award Plan Definitive Proxy Statement on FormDEF14A, FileNo.001-00566, filed with the Securities and Exchange Commission on January 21, 2005 (see Exhibit A therein). 10.15* Form of Stock Option Award Agreement for the 2005 Outside Directors Equity Award Plan of Greif, Inc. Registration Statement on Form S-8, File No.333-123133 (see Exhibit 4(c) therein). 10.16* Form of Restricted Share Award Agreement for the 2005 Outside Directors Equity Award Plan of Greif, Inc. Registration Statement on Form S-8, File No.333-123133 (see Exhibit 4(d) therein). 10.17* Amendment No. 1 to Greif, Inc. 2005 Outside Directors Equity Award Plan. Quarterly Report on Form 10-Q for the fiscal quarter ended January31, 2016, File No. 001-00566 (see Exhibit10.1 therein). 10.18* Greif, Inc. Nonqualified Deferred Compensation Plan Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2008, File No. 001-00566 (see Exhibit10(cc) therein). 10.19 Amended and Restated Credit Agreement, dated as of February 11, 2019, among Greif, Inc., Greif Packaging LLC, Greif International Holding Ltd., Greif International Holding B.V., and Greif Luxembourg Holding S..r.l., as borrowers, each financial institution party thereto, as lenders, Wells Fargo Securities, LLC, JPMorgan Chase Bank, National Association, Goldman Sachs Bank USA, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, and their respective affiliates as joint lead arrangers and joint book managers, and JPMorgan Chase Bank, as administrative agent for the lenders. Current Report on Form8-K dated February 11, 2019, FileNo.001-00566 (see Exhibit10.1 therein) 10.20 Formation Agreement dated as of June14, 2010, by and among Greif, Inc. and Greif International Holding Supra C.V. and National Scientific Company Limited and Dabbagh Group Holding Company Limited. Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2010, File No. 001-00566 (see Exhibit 10.2 therein). 10.21 Joint Venture Agreement dated as of September 29, 2010, by and among Greif, Inc. and Greif International Holding Supra C.V. and Dabbagh Group Holding Company Limited and National Scientific Company Limited. Annual Report on Form 10-K for the fiscal year ended October 31, 2010, File No. 001-00566 (see Exhibit10(ee) therein). 10.22* Defined Contribution Supplemental Executive Retirement Plan. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2013, File No. 001-00566 (see Exhibit10.1 therein). 10.23 Amendment Agreement dated April 18, 2017, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. Trading as Rabobank London, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation S. .R.L., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Services Belgium BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. (in connection with the Master Definitions Agreement dated April 27, 2012 and as amended and restated April 20, 2015). Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, File No. 001-00566 (see Exhibit10.1 therein). 10.24 Amended and Restated Master Definition Agreement dated April 18, 2017, by and among Coperatieve Centrale Raiffeisen-Boerenleenbank B.A. Trading as Rabobank London, Coperatieve Centrale Raiffeisen-Boerenleenbank B.A., Nieuw Amsterdam Receivables Corporation S. .R.L., Cooperage Receivables Finance B.V., Stichting Cooperage Receivables Finance Holding, Greif Services Belgium BVBA, Greif, Inc., the Originators as described therein and Trust International Management (T.I.M.) B.V. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2017, File No. 001-00566 (see Exhibit10.2 therein). 10.25 Third Amended and Restated Sale Agreement, dated September 24, 2019, by and among Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co., Inc., Caraustar Mill Group, Inc., Caraustar Industrial and Consumer Products Group, Inc., Caraustar Recovered Fiber Group, Inc., The Newark Group, Inc., Caraustar Consumer Products Group, LLC, Caraustar Custom Packaging Group, Inc., Tama Paperboard, LLC, Cascade Paper Converters Co. and each other entity from time to time party hereto as an Originator, as Originators and Greif Receivables Funding LLC. Current Report on Form8-K dated September 26, 2019, FileNo.001-00566 (see Exhibit99.1 therein) 10.26 Third Amended and Restated Transfer and Administration Agreement, date September 24, 2019, by and among Greif Receivables Funding LLC, Greif Packaging LLC, Greif Packaging LLC, Delta Petroleum Company, Inc., American Flange & Manufacturing Co. Inc., Caraustar Mill Group, Inc., Caraustar Industrial and Consumer Products Group, Inc., Caraustar Recovered Fiber Group, Inc., The Newark Group, Inc., Caraustar Consumer Products Group, LLC, Caraustar Custom Packaging Group, Inc., Tama Paperboard, LLC, Cascade Paper Converters Co., and each other entity from time to time party hereto as an Originator, as Originators, Bank of America, N.A., and the various investor groups, managing agents and administrators from time to time parties here to. Contained herein. 10.27 The audited consolidated financial statements of Paperboard Parent, Inc. and subsidiaries for the years ended December 31, 2018 and 2017. Current Report on Form8-K/A dated April 25, 2019, FileNo.001-00566 (see Exhibit99.1 therein) 10.28 Unaudited pro forma condensed consolidated financial statements of Greif Inc. and subsidiaries, giving effect to the Caraustar acquisition and related financing transactions as of and for the year ended October 31, 2018 Current Report on Form8-K/A dated April 25, 2019, FileNo.001-00566 (see Exhibit99.2 therein) 21 Subsidiaries of the Registrant. Contained herein. 23 Consent of Deloitte & Touche LLP. Contained herein. 24 Powers of Attorney for Michael J. Gasser, Vicki L. Avril, John F. Finn, John W. McNamara, Bruce A. Edwards, Daniel J. Gunsett, Judith D. Hook and Mark A. Emkes. Annual Report on Form 10-K for the fiscal year ended October 31, 2015, File No. 001-00566 (See Exhibit 24 therein). 31.1 Certification of Chief Executive Officer Pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934. Contained herein. 31.2 Certification of Chief Financial Officer Pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934. Contained herein. 32.1 Certification of Chief Executive Officer required by Rule13a-14(b) of the Securities Exchange Act of 1934 and Section1350 of Chapter 63 of Title 18 of the United States Code. Contained herein. 32.2 Certification of Chief Financial Officer required by Rule13a-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. Contained herein.