GEF 10-K Annual Report Oct. 31, 2020 | Alphaminr
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GEF 10-K Fiscal year ended Oct. 31, 2020

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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 Goodwill and Other Intangible AssetsNote 4 Restructuring ChargesNote 5 Consolidation Of Variable Interest EntitiesNote 6 Long-term DebtNote 7 Financial Instruments and Fair Value MeasurementsNote 8 Stock-based CompensationNote 9 Income TaxesNote 10 Post-retirement Benefit PlansNote 11 Contingent Liabilities and Environmental ReservesNote 12 Earnings Per ShareNote 13 Equity Earnings Of Unconsolidated Affiliates, Net Of TaxNote 14 LeasesNote 15 Business Segment InformationNote 16 Comprehensive Income (loss)Note 17 Quarterly Financial Data (unaudited)Note 18 Redeemable Noncontrolling InterestsNote 19 Subsequent EventsItem 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

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 September 3, 2013) Current Report on Form8-K dated September6, 2013, FileNo.001-00566 (see Exhibit99.3 therein) 3.6 Amendment to Second Amended and Restated By-Laws of Greif, Inc. (effectiveMarch 25, 2020) Current Report on Form8-K dated March 31, 2020, FileNo.001-00566 (see Exhibit99.2 therein) 3.7 Amendment to Second Amended and Restated By-Laws of Greif, Inc. (effective June 8, 2020) Current Report on Form8-K dated June 8, 2020, FileNo.001-00566 (see Exhibit99.2 therein) 3.8 Amendment to Second Amended and Restated By-Laws of Greif, Inc. (effective December 8, 2020) Current Report on Form8-K dated December 14, 2020, FileNo.001-00566 (see Exhibit99.2 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 Annual Report on Form10-K for the fiscal year ended October31, 2019, File No.001-00566 (see Exhibit4.3 therein). 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). 10.7* Amendment No. 3 to Greif, Inc. Amended and Restated Long-Term Incentive Plan Contained herein. 10.8* Greif, Inc. 2020 Long-Term Incentive Plan Contained herein. 10.9* Form of Performance Stock Unit Award Document for Greif, Inc. 2020 Long-Term Incentive Plan Contained herein. 10.10* Form of Restricted Stock Unit Award Document Time Vesting for Greif, Inc. 2020 Long-Term Incentive Plan Contained herein. 10.12* 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). 10.13* 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). 10.14* 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). 10.16* 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). 10.17* 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). 10.18* Amendment No. 3 to Greif, Inc. 2001 Management Equity Incentive and Compensation Plan Contained herein. 10.19* 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). 10.20* 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). 10.21* 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). 10.22* 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). 10.23* 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). 10.24* Nonqualified Supplemental Deferred Compensation Plan, effective January 1, 2020 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.3 therein). 10.25* Form Nonqualified Supplemental Deferred Compensation Plan Participation Letter Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.4 therein). 10.26* Amended and Restated Nonqualified Deferred Compensation Plan, effective June 1, 2008 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.5 therein). 10.27* Amended and Restated Nonqualified Deferred Compensation Plan Amendment No. 1, dated December 20, 2010 Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.6 therein). 10.28* 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). 10.29 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/A dated February 11, 2019 (filed on March 26, 2020), FileNo.001-00566 (see Exhibit10.1 therein) 10.30 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). 10.31 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). 10.32 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). 10.33 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). 10.34 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) 10.35 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. Annual Report on Form10-K for the fiscal year ended October31, 2019, File No.001-00566 (see Exhibit10.26 therein). 10.36 Amendment No. 1 to Third Amended and Restated Transfer and Administration Agreement Contained herein. 10.37 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 America, N.A., as Agent. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.1 therein). 10.38 Amendment agreement dated April 17, 2020, between Coperatieve Rabobank U.A. Trading as Rabobank London, Coperatieve 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.) Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.2 therein). 10.39 Incremental Term Loan Agreement dated as of November 13, 2020, by and among Greif Packaging LLC, as Borrower, the Guarantors Party hereto, the Incremental Term A-3 Lenders Party hereto, JPMorgan Chase Bank, National Association, as Administrative Agent for the Lenders Party to the Credit Agreement, and CoBank, ACB, as the Sole Incremental Term A-3 Facility Lead Arranger and Bookrunner. Current Report on Form8-K dated November 19, 2020, FileNo.001-00566 (see Exhibit99.2 therein) 21 Subsidiaries of the Registrant. Contained herein. 23 Consent of Deloitte & Touche LLP. Contained herein. 24.1 Powers of Attorney for Michael J. Gasser, Vicki L. Avril-Groves, 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). 24.2 Power of Attorney for Robert M. Patterson. Contained herein. 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 Chapter63 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.