GEF 10-K Annual Report Oct. 31, 2023 | Alphaminr

GEF 10-K Fiscal year ended Oct. 31, 2023

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 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 Long-term DebtNote 6 Financial Instruments and Fair Value MeasurementsNote 7 Stock-based CompensationNote 8 Income TaxesNote 9 Post-retirement Benefit PlansNote 10 Contingent Liabilities and Environmental ReservesNote 11 Earnings Per ShareNote 12 LeasesNote 13 Business Segment InformationNote 14 Comprehensive Income (loss)Note 15 Redeemable Noncontrolling InterestsNote 16 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 ThirdAmended and Restated By-Laws of Greif, Inc. Current Report on Form8-K dated September 3, 2021, FileNo.001-00566 (see Exhibit99.2 therein). 3.5 Amendment to Third Amended and Restated By-Laws of Greif, Inc. Current Report on Form 8-K dated December 11, 2023,File No. 001-00566 (see Exhibit 99.3 therein). 4 Description of the Registrants 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* Greif, Inc. SecondAmended and Restated Supplemental Executive Retirement Plan. Annual Report on Form10-K for the fiscal year ended October 31, 2007, File No. 001-00566 (see Exhibit10(f) therein). 10.4* Greif, Inc. 2020 Long-Term Incentive Plan. Annual Report on Form 10-K for the fiscal year ended October 31, 2020, File No. 001-00566 (See Exhibit10.8 therein). 10.5* Form of Performance Stock Unit Award Document for the Greif, Inc. 2020 Long-Term Incentive Plan. Annual Report on Form 10-K for the fiscal year ended October 31, 2020, File No. 001-00566 (See Exhibit10.9 therein). 10.6* Form of Restricted Stock Unit Award Document Time Vesting for the Greif, Inc. 2020 Long-Term Incentive Plan. Annual Report on Form 10-K for the fiscal year ended October 31, 2020, File No. 001-00566 (See Exhibit10.10 therein). 10.8* Amendment No. 1 totheGreif, 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 totheGreif, 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 totheGreif, 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 totheGreif, 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 totheGreif, 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* Amendment No. 3 totheGreif, Inc. 2001 Management Equity Incentive and Compensation Plan. Annual Report on Form 10-K for the fiscal year ended October 31, 2020, File No. 001-00566 (See Exhibit10.18 therein). 10.15* Greif, Inc.Amended and RestatedOutside Directors Equity Award Plan. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2023, File No. 001-00566 (see Exhibit10.1 therein). 10.16* Stock Option Award Agreement for the Greif, Inc.Amended and RestatedOutside Directors Equity Award Plan. Registration Statement on Form S-8, File No.333-123133 (see Exhibit 4(c) therein). 10.17* Restricted Share Award Agreement for the Greif, Inc.Amended and RestatedOutside Directors Equity Award Plan. Registration Statement on Form S-8, File No.333-123133 (see Exhibit 4(d) therein). 10.18* Greif, Inc. 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). 10.19* Amendment No. 1to theGreif,Inc.Amended and Restated Nonqualified Deferred Compensation Plan. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2020, File No. 001-00566 (see Exhibit10.6 therein). 10.20* Greif, Inc. 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). 10.21* Amendment No. 1 to the Greif, Inc. Nonqualified Supplemental Deferred Compensation Plan. Current Report on Form8-K dated June 30, 2023, FileNo.001-00566 (see Exhibit10.1 therein). 10.22* 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). 10.23* 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). 10.24* Incentive Compensation Recovery Policy. Contained herein. 10.25 Second Amended and Restated Credit Agreement, datedMarch 1, 2022, among Greif, Inc., Greif Packaging LLC, Greif International Holding B.V., and Greif Beheer B.V., as borrowers, each financial institution party thereto, as lenders, Wells Fargo Securities, LLC, JPMorgan Chase Bank, National Association, BOFA Securities, Inc., MUFG Bank, Ltd, U.S. Bank National Association, and TD Bank, N.A., as joint lead arrangers and joint book managers, and JPMorgan Chase Bank, as administrative agent for the lenders. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2022, File No. 001-00566 (see Exhibit 10.1 therein). 10.26 Credit Agreement,datedMay 17, 2023,among Greif, Inc., as the Company, Greif Packaging LLC, as the Borrower, CoBank, ACB, as Administrative Agent, and the Other Lenders Party hereto, CoBank, ACB, as Lead Arranger and Bookrunner. Current Report on Form8-K dated May 19, 2023, FileNo.001-00566 (see Exhibit99.1 therein). 10.27 Amendment agreement dated April 14, 2023, between the persons listed in Schedule 1 as Originators, Cooperage Receivables Finance B.V. as Main SPV, Greif Services Belgium BV as Greif CC, Subordinated Lender, Belgian Intermediary, Originator Agent and master Servicer, Greif, Inc. as Performance Indemnity Provider, Stichting Cooperage Receivables Finance Holding as Shareholder, Trust International Management (T.I.M.) B.V. as Main SPVs Director and Shareholders Director, Nieuw Amsterdam Receivables Corporation B.V. as lender, Coperatieve Rabobank U.A. as Facility Agent, Main SPV Account Bank, Funding Administrator, Main SPV Administrator and Italian Intermediary and Coperatieve Rabobank U.A. Trading as Rabobank London as Liquidity FacilityProvider. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2023, File No. 001-00566 (see Exhibit10.1 therein). 10.28 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). 10.29 Amendment No. 1, dated May 17, 2023,to the Third Amended and Restated Sale Agreement. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2023, File No. 001-00566 (see Exhibit10.2 therein). 10.30 Third Amended and Restated Transfer and Administration Agreement, datedSeptember 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). 10.31 Amendment No. 1totheThird Amended and Restated Transfer and Administration Agreement. Annual Report on Form10-K for the fiscal year ended October31, 2020, File No.001-00566 (see Exhibit10.36 therein). 10.32 Amendment No. 2totheThird Amended and Restated Transfer and Administration Agreement. Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 2021, File No. 001-00566 (see Exhibit10.1 therein). 10.33 Amendment No.3 to theThird Amended and Restated Transfer and Administration Agreement. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2021, File No. 001-00566 (see Exhibit10.2 therein). 10.34 Amendment No. 4to theThird Amended and Restated Transfer and Administration Agreement. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2022, File No. 001-00566 (see Exhibit10.3 therein). 10.35 Amendment No.5, dated May 17, 2023,totheThird Amended and Restated Transfer and Administration Agreement. Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2023, File No. 001-00566 (see Exhibit10.3 therein). 10.36 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). 21 Subsidiaries of the Registrant. Contained herein. 23 Consent of Deloitte & Touche LLP.(PCAOB Firm ID:34) Contained herein. 24.1 Powers of Attorney for Vicki L. Avril-Groves,John W. McNamara, Bruce A. Edwards, Daniel J. Gunsett, Mark A. Emkes, Robert M. Patterson,Kimberly T. Scott,andKaren A. Morrison. Annual Report on Form10-K for the fiscal year ended October31, 2022, File No.001-00566 (see Exhibit24 therein). 24.2 Powerof Attorney for Frank C. Miller. 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 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.