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What changed in GREIF, INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of GREIF, INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+239 added−217 removedSource: 10-K (2024-12-23) vs 10-K (2023-12-18)

Top changes in GREIF, INC's 2024 10-K

239 paragraphs added · 217 removed · 165 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe do not believe that compliance with federal, state, local and international laws and regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had or will have a material adverse effect upon our capital expenditures, competitive position, results of operations or financial condition.
Biggest changeWe do not believe that future compliance with health and safety laws and regulations will have a material adverse effect on our capital expenditures, results of operations or financial condition. 4 Table of Contents We do not believe that compliance with federal, state, local and international laws and regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has had or will have a material adverse effect upon our capital expenditures, competitive position, results of operations or financial condition.
ITEM 1. BUSINESS (a) General Development of Business We are a leading global producer of industrial packaging products and services with operations in over 35 countries.
ITEM 1. BUSINESS General Development of Business We are a leading global producer of industrial packaging products and services with operations in over 35 countries.
We also produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which are used to produce and sell industrial products (tubes and cores, construction products and protective packaging), which ultimately serve both industrial and consumer markets. We also produce and sell bulk and specialty partitions made from both containerboard and uncoated recycled board.
We also produce and sell coated recycled paperboard and uncoated recycled paperboard, some of which are used to produce and sell industrial products (tubes and cores, construction products and protective packaging), which ultimately serve both industrial and consumer markets. We produce and sell bulk and specialty partitions made from both containerboard and uncoated recycled board.
We offer a comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, 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.
We offer a comprehensive line of rigid industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, 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, logistics, warehousing and other packaging services.
We seek to engage, develop and incentivize our employees to pursue our vision: “Be the best performing customer service company in the world.” We depend on our employees to provide differentiated customer service and create value for our customers through a solutions-based approach with the goal of earning our customers’ trust and loyalty.
We seek to engage, develop and incentivize our employees to pursue our vision: “Be the best customer service company in the world.” We depend on our employees to provide differentiated customer service and create value for our customers through a solutions-based approach with the goal of earning our customers’ trust and loyalty.
In the containerboard industry, we compete by concentrating on providing value-added, higher-margin corrugated products to niche markets. In our other paper packaging businesses, we compete by offering a comprehensive range of uncoated and coated paperboard products and diverse tube, core and other specialty products.
In the containerboard industry, we compete by concentrating on providing value-added, higher-margin corrugated products to niche markets. In our other paper packaging businesses, we compete by offering a comprehensive range of uncoated and coated paperboard products and diverse tube, core, partitions and other specialty products.
Within our “creating thriving communities” mission, we are focused on establishing a foundation for action that supports health and safety; diversity, equity and inclusion; and talent development and engagement. Health and Safety Safeguarding the health and safety of our employees is our first and foremost priority.
Within our “creating thriving communities” mission, we are focused on establishing a foundation for action that supports health and safety; equity and inclusion; and talent development and engagement. Health and Safety Safeguarding the health and safety of our employees is our first and foremost priority.
(c) Narrative Description of Business Sales In the Global Industrial Packaging reportable segment, we are a leading global producer of industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, 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.
Narrative Description of Business Sales In the Global Industrial Packaging reportable segment, we are a leading global producer of industrial packaging products, such as steel, fibre and plastic drums, rigid intermediate bulk containers, jerrycans and other small plastics, 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, logistics, warehousing and other packaging services.
As of the date of filing this Form 10-K, and based on current information, we believe that the probable costs of the remediation of company-owned property will not have a material adverse effect on our financial condition or results of operations. We believe that we have adequately reserved for our liability for these matters as of October 31, 2023.
As of the date of filing this Form 10-K, and based on current information, we believe that the probable costs of the remediation of company-owned property will not have a material adverse effect on our financial condition or results of operations. We believe that we have adequately reserved for our liability for these matters as of October 31, 2024.
As of October 31, 2023, we owned approximately 175,000 acres of timber properties in the southeastern United States. Due to the variety of our products, we have many customers buying different types of our products, and due to the scope of our sales, no one customer is considered principal in our total operations.
As of October 31, 2024, we owned approximately 175,000 acres of timber properties in the southeastern United States. Due to the variety of our products, we have many customers buying different types of our products, and due to the scope of our sales, no one customer is considered principal in our total operations.
See also Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information concerning environmental expenses and cash expenditures for the years ended October 31, 2023, 2022 and 2021, and our reserves for environmental liabilities as of October 31, 2023 and 2022.
See also Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information concerning environmental expenses and cash expenditures for the years ended October 31, 2024, 2023 and 2022, and our reserves for environmental liabilities as of October 31, 2024 and 2023.
These programs differ by region and include Company-sponsored or subsidized health care insurances, voluntary health fairs and employee assistance programs to improve mental health and wellness. Diversity, Equity and Inclusion In accordance with our values, we encourage our employees to embrace diversity of culture, language, location and thought.
These programs differ by region and include Company-sponsored or subsidized health care insurances, voluntary health fairs and employee assistance programs to improve mental health and wellness. Equity and Inclusion In accordance with our values, we encourage our employees to embrace an inclusive culture of language, location and thought.
In addition, we purchase and sell recycled fiber and produce and sell adhesives used in our paperboard products. 4 Table of Contents In the Land Management reportable segment, we are focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields.
In addition, we purchase and sell recycled fiber and produce and sell adhesives used in our paperboard products. In the Land Management reportable segment, we are focused on the active harvesting and regeneration of our United States timber properties to achieve sustainable long-term yields.
While timber sales are subject to fluctuations, we seek to maintain a consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use land, which consists of surplus land, HBU land and development land.
While timber sales are subject to fluctuations, we seek to maintain a 3 Table of Contents consistent cutting schedule, within the limits of market and weather conditions. We also sell, from time to time, timberland and special use land, which consists of surplus land, HBU land and development land.
Our fiscal year begins on November 1 and ends on October 31 of the following year. Any references in this Form 10-K to the years, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.
Through the end of our 2024 fiscal year, our fiscal year began on November 1 and ended on October 31 of the following year. Any references in this Form 10-K to the years, or to any quarter of those years, relates to the fiscal year or quarter, as the case may be, ended in that year, unless otherwise stated.
(d) Financial Information about Geographic Areas Our operations are located in North and Latin America, Europe, the Middle East, Africa and the Asia Pacific regions. Information related to our geographic areas of operation is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Financial Information about Geographic Areas Our operations are located in North and Latin America, Europe, the Middle East, Africa and the Asia Pacific regions. Information related to our geographic areas of operation is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K. Available Information We maintain a website at www.greif.com.
We strive to create an inclusive, equitable and diverse working environment by supporting programs and trainings that foster gender and ethnic diversity as well as promoting equitable treatment within our workforce, including the support of multiple colleague-led resource groups, fostering an environment where our employees feel valued and appreciated for the distinct voice they bring to our Company.
We strive to create an inclusive and equitable working environment as well as promoting equitable treatment within our workforce, including the support of multiple colleague-led resource groups, fostering an environment where our employees feel valued and appreciated for the distinct voice they bring to our Company.
Other Information As of October 31, 2023, our approximately 12,000 full-time employees were located in the following geographic regions: 58% in North America; 27% in Europe, Middle East and Africa; 6% in Asia Pacific; and 9% in Latin America. Our global workforce is 17% female and 83% male, with approximately 27% represented by labor unions.
Other Information As of October 31, 2024, our approximately 14,000 full-time employees were located in the following geographic regions: 57% in North America; 26% in Europe, Middle East and Africa; 9% in Asia Pacific; and 8% in Latin America. Our global workforce is 18% female and 82% male, with approximately 38% represented by labor unions.
As used in this Form 10-K, the terms “Greif,” the “Company,” “we,” “us,” and “our” refer to Greif, Inc. and its subsidiaries.
Thereafter, our fiscal year will begin on October 1 and end on September 30 of the following year. As used in this Form 10-K, the terms “Greif,” the “Company,” “we,” “us,” and “our” refer to Greif, Inc. and its subsidiaries.
In addition, we strive to compensate our employees fairly and equitably and continue to monitor pay equity data and educate our managers to make objective compensation decisions in line with our Company’s compensation policies.
In addition, we strive to compensate our employees fairly and equitably and continue to monitor pay equity data and educate our managers to make objective compensation decisions in line with our Company’s compensation policies. 5 Table of Contents Talent Development Attracting, developing and retaining talented employees is an integral aspect of our human capital strategy and critical to our success.
We have established safety policies, programs, procedures and training for our manufacturing operations, and our safety programs include measures required for compliance with these government laws and regulations.
We have established safety policies, programs, procedures and training for our manufacturing operations, and our safety programs include measures required for compliance with these government laws and regulations. In addition, our safety programs include the ongoing identification and elimination of workplace exposures that can lead to injuries and sharing of health and safety best practices.
(e) Available Information We maintain a website at www.greif.com. We file reports with the United States Securities and Exchange Commission (“SEC”).
We file reports with the United States Securities and Exchange Commission (“SEC”).
The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. (f) Other Matters Our Class A Common Stock and Class B Common Stock are listed on the New York Stock Exchange (“NYSE”) under the symbols GEF and GEF.B, respectively.
The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Information related to our reportable segments is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Financial Information about Segments For fiscal year 2024, we operated in seven operating segments, which are aggregated into three reportable segments: Global Industrial Packaging; Paper Packaging & Services; and Land Management. Information related to our reportable segments is included in Note 13 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Removed
See subsection (g) of this Item 1, Recent Events - Proposed Acquisition of Ipackchem, for information concerning our planned acquisition of Ipackchem Group SAS (“Ipackchem”), a global market leader in the production of high performance plastic packaging, including premium barrier and non-barrier jerrycans and small plastic containers, which was announced on October 31, 2023.
Added
However, we are changing our fiscal year end, effective for the 2025 fiscal year. Our 2025 fiscal year will begin on November 1, 2024 and end on September 30, 2025, and accordingly, will consist of eleven months. Our fourth fiscal quarter of 2025 will be the two month period ending September 30, 2025.
Removed
Unless expressly identified herein, information in this Form 10-K does not reflect our proposed acquisition of Ipackchem or its business operations, products, services or financial results. (b) Financial Information about Segments We operate in six operating segments, which are aggregated into three reportable segments: Global Industrial Packaging; Paper Packaging & Services; and Land Management.
Added
Beginning with our first quarter of 2025 we will operate in four operating segments and four reportable segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
Removed
In addition, our safety programs include the ongoing identification and elimination of workplace exposures that can lead to injuries and sharing of health and safety best practices. 5 Table of Contents We do not believe that future compliance with health and safety laws and regulations will have a material adverse effect on our capital expenditures, results of operations or financial condition.
Removed
We do not anticipate any material capital expenditures related to environmental control in 2024.
Removed
Our efforts to continue 6 Table of Contents to grow our global diversity, equity and inclusion programs and to increase diversity within our Company is a top organizational priority. Talent Development Attracting, developing and retaining talented employees is an integral aspect of our human capital strategy and critical to our success.
Removed
Our Chief Executive Officer has timely certified to the NYSE that, at the date of the certification, he was unaware of any violation by our Company of the NYSE’s corporate governance listing standards. In addition, our Chief Executive Officer and Chief Financial Officer have provided certain certifications in this Form 10-K regarding the quality of our public disclosures.
Removed
See Exhibits 31.1 and 31.2 to this Form 10-K.
Removed
(g) Recent Events - Proposed Acquisition of Ipackchem On November 17, 2023, we entered into a definitive sale and purchase agreement (the “SPA”) with the owners of the parent company of Ipackchem pursuant to which we are to acquire Ipackchem for a purchase price valued at $538.0 million, subject to certain adjustments.
Removed
The acquisition is subject to the satisfaction or waiver of certain conditions, including, among other matters, receipt of certain government and regulatory approvals in France, South Africa and Brazil, as well as Ipackchem’s disposition of certain immaterial assets.
Removed
The SPA may be terminated, and the acquisition may be abandoned at any time prior to the closing, as follows: (i) by mutual written agreement of us and Ipackchem’s parent; (ii) by either us or Ipackchem’s parent if the conditions set forth in the SPA have not been fulfilled on or before October 31, 2024 (subject to a 20 day extension option by either party); (iii) by Ipackchem’s parent if we fail to comply with our obligation to make certain closing date deliveries or 7 Table of Contents by us if Ipackchem’s parent fails to comply with its obligation to make certain closing date deliveries; and (iv) by us if Ipackchem’s disposition of certain immaterial assets is not completed within six or nine months after October 31, 2023.
Removed
Ipackchem is a global market leader in the production of high performance plastic packaging, including premium barrier and non-barrier jerrycans and small plastic containers. Ipackchem specializes in crop protection, specialty chemicals and pharmaceutical industries, operating out of 12 facilities across nine countries. We plan to use our existing credit facilities to finance our proposed acquisition of Ipackchem.
Removed
See Item 7 of this Form 10-K, Liquidity and Capital Resources – Financial Obligations – Borrowing Arrangements, for information concerning our existing credit facilities. However, the receipt of the financing described herein or any other financing is not a condition to the closing of the proposed acquisition.
Removed
Our proposed acquisition of Ipackchem is subject to certain risks and uncertainties, including the following: the ability to successfully complete the acquisition of Ipackchem on a timely basis, including the receipt of required regulatory approvals and Ipackchem’s disposition of certain immaterial assets; the occurrence of any event, change or other circumstance that could give rise to the termination of the transaction; the outcome of any legal proceedings that may be instituted against the parties and others related to the transaction or the acquisition of Ipackchem; the satisfaction of certain conditions to the completion of the transaction or the acquisition of Ipackchem; if the acquisition of Ipackchem is completed, the ability to retain the acquired businesses’ customers and employees, the ability to successfully integrate the acquired businesses into our operations, and the ability to achieve the expected synergies as well as accretion in margins, earnings or cash flow; competitive pressures in our various lines of business; the risk of non-renewal or a default under one or more key customer or supplier arrangements or changes to the terms of or level of purchases under those arrangements; uncertainties with respect to U.S. and international tax or trade laws; the effects of any investigation or action by any regulatory authority; and changes in foreign currency rates and the cost of commodities.
Removed
See Item 1A of this Form 10-K for a discussion of other significant risks and uncertainties that could cause our actual results to differ materially from those projected.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn joint ventures, we share ownership with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do. In general, joint ventures are intended to be operated for the benefit of all co-owners, rather than for our exclusive benefit.
Biggest changeSanctions that apply to a partner of a joint venture or to a joint venture’s directors or officers could also impact our ability to conduct business through that joint venture. In joint ventures, we share ownership with one or more parties who may or may not have the same goals, strategies, priorities or resources as we do.
This consolidation has increased the concentration of our largest customers, resulting in, in some cases, increased pricing pressures from our customers, and in other cases, a decreasing customer base due to customers becoming more vertically integrated. The consolidation of our largest suppliers has resulted in limited sources of supply and increased cost pressures from our suppliers.
This consolidation has increased the concentration of our largest customers, resulting, in some cases, in increased pricing pressures from our customers, and in other cases, a decreasing customer base due to customers becoming more vertically integrated. The consolidation of our largest suppliers has resulted in limited sources of supply and increased cost pressures from our suppliers.
Failure to comply with these and other laws, or a change in the applicable legal framework, for example the increased enforcement of environmental regulations in the U.S., Europe, China or other countries or customer requirements, could affect our business, financial condition, results of operations and cash flows, in addition to those of our customers.
Failure to comply with these and other laws, or a change in the applicable legal framework, for example the increased enforcement of environmental regulations in the U.S., Europe, China and other countries or customer requirements, could affect our business, financial condition, results of operations and cash flows, in addition to those of our customers.
As a result, changes in industry demands (including any resulting industry over-capacity) and increased new capacity for production of industrial packaging products by competitors, may cause substantial price competition and, in turn, we may not be able to derive the expected return on investment from our strategic investments which could negatively impact our business, financial condition, results of operations and cash flows.
As a result, changes in industry demands (including any resulting industry over-capacity) and increased new capacity for production of industrial packaging and paper products by competitors, may cause substantial price competition and, in turn, we may not be able to derive the expected return on investment from our strategic investments which could negatively impact our business, financial condition, results of operations and cash flows.
A significant interruption or major failure of the Internet, a shut-down of or inability to access one or more of our facilities, a power outage, unavailability or a failure of one or more of our IT, telecommunications or other systems would substantially impair our ability to perform daily functions on a timely basis and could result in a material adverse impact on our operations and adversely affect our sales.
A significant interruption or major failure of the Internet, a shut-down of or inability to access one or more of our facilities, a power outage, unavailability, obsolescence or a failure of one or more of our IT, telecommunications or other systems would substantially impair our ability to perform daily functions on a timely basis and could result in a material adverse impact on our operations and adversely affect our sales.
Legislation/Regulation Related to Environmental and Health and Safety Matters Could Negatively Impact our Operations and Financial Performance. We must comply with extensive laws, rules and regulations in the United States and in each of the countries where we conduct business regarding environmental matters, such as air, soil and water quality and waste disposal.
Legislation/Regulation Related to Environmental and Health and Safety Matters Could Negatively Impact our Operations and Financial Performance. We must comply with extensive laws, rules and regulations in the United States, Europe and in each of the countries where we conduct business regarding environmental matters, such as air, soil and water quality and waste disposal.
Additionally, in connection with any acquisitions or divestitures, we may become subject to contingent liabilities or legal claims, including but not limited to third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental, health and safety liabilities; permitting, regulatory or other legal compliance issues; or tax liabilities.
Additionally, in connection with any acquisitions or divestitures, we may become subject to contingent liabilities or legal claims, including but not limited to third party liability and other tort claims; claims for breach of contract; employment-related claims; environmental, health and safety regulatory actions and liabilities; permitting, regulatory or other legal compliance issues; or tax liabilities.
These risks and uncertainties include, but are not limited to our ability to execute our strategies and achieve our goals within the currently projected costs and expected timeframes; availability, use and success of on and off-site renewable energy; availability and cost of zero-emissions electric equipment and vehicles; outcome of research efforts and future technology developments such as growing our post-consumer resin product offerings and downgauging our current portfolio; availability of purchasing high quality recycled materials; growing our life cycle services network; the increased cost and availability of virtual power purchase agreements; and the long timeline to complete certain sustainability projects.
These risks and uncertainties include, but are not limited to our ability to execute our strategies and achieve our goals within the currently projected costs and expected timeframes; availability, use and success of on and off-site renewable energy; availability and cost of zero-emissions electric equipment and vehicles; outcome of research efforts and future technology developments such as growing our post-consumer resin product offerings and downgauging our current portfolio; availability of purchasing high quality recycled materials; growing our life cycle services network; the increased cost and availability of virtual power purchase agreements; the long timeline to complete certain sustainability projects; and the impact of acquisitions and divestitures.
The overall demand and prices for our products and services could decline as a result of numerous factors outside of our control, including an economic recession, increased labor costs, availability of and increased cost of energy, and disruptions in supply chains to our business, our customers, their end markets and our suppliers, changes in industrial production processes or consumer preference, changes in laws and regulations, inflation, tariffs, changes in published pricing indices, fluctuations in interest rates and currency exchange rates and changes in the fiscal or monetary policies of governments in the regions in which we operate.
The overall demand and prices for our products and services could decline as a result of numerous factors outside of our control, including an economic recession, increased labor costs, availability of and increased cost of energy, and disruptions in supply chains to our business, our customers, their end markets and our suppliers, changes in industrial production processes or consumer preference, changes in laws and regulations, inflation, tariffs, changes in published pricing indices, fluctuations in interest rates and currency exchange rates and changes in the fiscal or monetary 6 Table of Contents policies of governments in the regions in which we operate.
Because we supply a cross section of industries, such as chemicals, lubricants, films, paints and pigments, food and beverage, personal care, fragrances, petroleum, industrial coatings, carpeting, agriculture, agrochemical, pharmaceuticals, mineral products, packaging, automotive, construction and building products industries, and have operations in many countries, demand for our products and services has historically corresponded to changes in general economic and business conditions of the industries and countries in which we operate.
Because we supply a cross section of industries, including chemicals, lubricants, films, paints and pigments, food and beverage, personal care, fragrances, petroleum, industrial coatings, carpeting, agriculture, agrochemical, pharmaceuticals, mineral products, packaging, automotive, construction and building products industries, and have operations in many countries, demand for our products and services has historically corresponded to changes in general economic and business conditions of the industries and countries in which we operate.
However, there are certain types of losses, such as losses resulting from wars, acts of terrorism, windstorms, floods, wildfires, earthquakes or other natural disasters, or pollution, that may be uninsurable or subject to restrictive policy conditions or subject to very large deductibles.
However, there are certain types of losses, such as losses resulting from wars, acts of terrorism, windstorms, floods, wildfires, earthquakes or other natural disasters, or environmental conditions and pollution, that may be uninsurable or subject to restrictive policy conditions or subject to very large deductibles.
For example, the availability of these raw materials and component parts and/or our ability to purchase and transport these raw materials and produce and transport these component parts may be unexpectedly disrupted by adverse weather conditions, natural disasters, man-made disasters, geopolitical conflicts, a substantial economic downturn in the industries that provide any of those raw material requirements, or competition for use of raw materials and component parts in other regions or countries.
For example, the availability of these raw materials, component parts and products and/or our ability to purchase and transport them may be unexpectedly disrupted by adverse weather conditions, natural disasters, man-made disasters, geopolitical conflicts, a substantial economic downturn in the industries that provide any of those raw material requirements, or competition for use of raw materials and component parts in other regions or countries.
While we have taken steps to minimize the impact of these increased costs by working closely with our suppliers and customers, there can be no assurances that unforeseen future events in the global supply chain, and our ability to pass on inflationary costs on to our customers could have a material adverse effect on our business, financial condition and results of operations.
While we have taken steps to minimize the impact of these increased costs by working closely with our suppliers and customers, there can be no assurances that unforeseen future events in the global supply chain, and our ability to pass on 9 Table of Contents inflationary costs on to our customers could have a material adverse effect on our business, financial condition and results of operations.
Particularly in well-developed markets in Europe and in the United States, any substantial increases in the supply of industrial packaging resulting from capacity increases, the stockpiling of raw materials or other types of opportunistic behavior by our competitors in a period of high raw materials prices, or price wars, could adversely affect our margins and the profitability of our business.
Particularly in well-developed markets in Europe and in the United States, any substantial increases in the supply of industrial packaging resulting from capacity increases, the stockpiling of raw materials or other types of opportunistic behavior by our competitors in a period of high raw materials prices, or price 8 Table of Contents wars, could adversely affect our margins and the profitability of our business.
However, there can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. We have a Significant Amount of Goodwill and Long-lived Assets Which, if Impaired in the Future, Would Adversely Impact our Results of Operations.
However, there can be 13 Table of Contents no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge. We have a Significant Amount of Goodwill and Long-lived Assets Which, if Impaired in the Future, Would Adversely Impact our Results of Operations.
These laws, rules and regulations, as well as investigations and resulting claims by individuals and other businesses, could adversely affect our reputation with our customers generally, and could adversely affect our business, financial condition, results of operations and cash flows. At the EU-level, many laws and regulations are designed to protect human health and the environment.
These laws, rules and regulations, as well as investigations and resulting claims by individuals, including class actions, and other businesses, could adversely affect our reputation with our customers generally, and could adversely affect our business, financial condition, results of operations and cash flows. At the EU-level, many laws and regulations are designed to protect human health and the environment.
There are no assurances that we will be able to successfully execute our strategies and achieve our 2030 targets. Failure to achieve our targets could damage our reputation, customer and investor relationships or our access to financing.
There are no assurances that we will be able to successfully execute our strategies and achieve our 2030 target. Failure to achieve our target could damage our reputation, customer and investor relationships or our access to financing.
Moreover, we anticipate that the lower customer demand patterns that we experienced throughout fiscal year 2023 will continue on an overall basis through 2024, which may cause our competitors to reduce prices to maintain or increase their sales volumes, which could adversely impact our sales volumes and our margins.
Moreover, we anticipate that the lower customer demand patterns that we experienced throughout fiscal years 2023 and 2024 will continue on an overall basis through 2025, which may cause our competitors to reduce prices to maintain or increase their sales volumes, which could adversely impact our sales volumes and our margins.
In addition, disruptions within our customer’ labor supply could reduce customer demand and negatively impact our business. As demand decreases, we see an increase in competition on price, which could consequentially impact our sales and margins. We see to offset the impacts of these pressures by focusing on quality and customer service.
In addition, disruptions within our customers’ labor supply could reduce customer demand and negatively impact our business. As demand decreases, we see an increase in competition on price, which could consequentially impact our sales and margins. We seek to offset the impacts of these pressures by focusing on quality and customer service.
In these instances, should a loss occur in excess of insured limits, we could lose capital invested in that property, as well as the anticipated future revenues 13 Table of Contents derived from the manufacturing activities conducted at that property, while remaining obligated for any financial obligations related to the property.
In these instances, should a loss occur in excess of insured limits, we could lose capital invested in that property, as well as the anticipated future revenues derived from the manufacturing activities conducted at that property, while remaining obligated for any financial obligations related to the property.
For example, per- and polyfluoroalkyl substances (“PFAS”) are a group of chemicals that have been manufactured and used in consumer and industrial products since the 1940’s. PFAS compounds do not easily degrade and have been shown to accumulate 16 Table of Contents over time in the environment.
For example, per- and polyfluoroalkyl substances (“PFAS”) are a group of chemicals that have been manufactured and used in consumer and industrial products since the 1940’s. PFAS compounds do not easily degrade and have been shown to accumulate over time in the environment.
Competitive pressures and a tightened labor market within and outside our industry, may make it more difficult and expensive to attract, hire and effectively onboard qualified employees.
Competitive pressures and a tight labor market within and outside our industry, may make it more difficult and expensive to attract, hire and effectively onboard qualified employees.
The European Commission published its “Fit for 55” package in July 2021; a collection of new legislative proposals and amendments to existing rules aimed at implementing the EU’s target of cutting greenhouse gas emissions by 55% by 2030. In addition to existing green taxes on energy use, a new EU plastic tax has been introduced.
The European Commission published its “Fit for 55” package in July 2021; a collection of legislative proposals and amendments to existing rules aimed at implementing the EU’s target of cutting greenhouse gas emissions by 55% by 2030. In addition to existing green taxes on energy use, EU plastic taxes have been introduced.
Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation and result in significant expenditures in investigating and responding to such actions. 17 Table of Contents
Even the allegation or appearance of our employees, agents or business partners acting improperly or illegally could damage our reputation and result in significant expenditures in investigating and responding to such actions.
The Russian invasion of Ukraine has amplified, and may continue to amplify, certain risks to our operations, including increased foreign exchange volatility, disruptions to financial and credit markets, energy supply (specifically in Europe), supply chain disruptions, customer demand, increased risks of cybersecurity incidents, increased costs to ensure compliance with global and local laws and regulations, economic recessions in certain neighboring European countries or globally due to inflationary and other pressures, and delays in the ability, or even the inability, to access cash or earnings from Russia.
The Russian invasion of Ukraine and the ongoing conflict between those two countries have amplified, and may continue to amplify, certain risks to our operations, including increased foreign exchange volatility, disruptions to financial and credit markets, energy supply (specifically in Europe), supply chain disruptions, customer demand, increased risks of cybersecurity incidents, increased costs to ensure compliance with global and local laws and regulations, economic recessions in certain neighboring European countries or globally due to inflationary and other pressures, and delays in the ability, or even the inability, to access cash or earnings from Russia.
Our Global Operations Subject us to Political Risks, Instability and Currency Exchange that Could Adversely Affect our Results of Operations. We are a global company with operations in over 35 countries with approximately 36% of our fiscal 2023 sales derived from non-U.S. operations.
Our Global Operations Subject us to Political Risks, Instability and Currency Exchange that Could Adversely Affect our Results of Operations. We are a global company with operations in over 35 countries with approximately 37% of our fiscal 2024 sales derived from non-U.S. operations.
The State of California has enacted legislation that will require large U.S. companies doing business in California to make broad-based climate-related 15 Table of Contents disclosures starting as early as 2026, and other states are also considering new climate change disclosure requirements. In addition, the European Union Corporate Sustainability Reporting Directive (“CSRD”) became effective in 2023.
The State of California has enacted legislation that will require large U.S. companies doing business in California to make broad-based climate-related disclosures starting as early as 2026, and other states are also considering new climate change disclosure requirements. In addition, the EU Corporate Sustainability Reporting Directive (“CSRD”) became effective in 2023.
The costs of insurance coverage continue to increase, along with increases in the level of deductibles, and the availability of some insurance coverages is decreasing due to extensive property damage caused by natural disasters, increased cyber security breaches, large jury verdicts and other business and employment litigation and losses.
The costs of insurance coverage continue to increase, along with increases in the level of deductibles, and the availability of some insurance coverages is decreasing due to increased and more complex litigation, extensive property damage caused by natural disasters, increased cybersecurity breaches, large jury verdicts and other business and employment litigation and losses.
The failure to comply with these requests could adversely affect our relationships with some customers, which in turn could adversely affect our business, financial condition, results of operations and cash flows. We may be Unable to Achieve Our Greenhouse Gas Emission Reduction Targets by 2030.
The failure to comply with these requests could adversely affect our relationships with some customers, which in turn could adversely affect our business, financial condition, results of operations and cash flows. 14 Table of Contents We may be Unable to Achieve Our Greenhouse Gas Emission Reduction Target by 2030.
Foreign, federal, state and local regulatory and legislative bodies have enacted or proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may include climate change, regulating GHG emissions, recycling of plastic materials, and energy policies, including waste tax, and other governmental charges and mandates.
Foreign, federal, state and local regulatory and legislative bodies have enacted or proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting related to factors that may include climate change, regulating GHG emissions, recycling of plastic materials, and energy policies, including waste tax, and other governmental charges and mandates. In March 2024, the U.S.
Specifically, there is heightened focus and in some cases a requirement by customers and regulators to use Post-Consumer Resin ("PCR") to manufacture more sustainable packaging. If we are unable to effectively source PCR or innovate our current product offerings to meet this demand, this could negatively affect our business and results of operations.
Specifically, there is heightened focus and in some cases a requirement by customers and regulators to use PCR to manufacture more sustainable packaging. If we are 15 Table of Contents unable to effectively source PCR or innovate our current product offerings to meet this demand, this could negatively affect our business and results of operations.
Energy prices, in particular oil and natural gas, have fluctuated in recent years, and specifically in Europe related to the Russian invasion of Ukraine, which had a corresponding effect on our operation and production costs and may have the same effect on our customers causing volatility in demand for our products and services.
Energy prices, in particular oil and natural gas, have fluctuated in recent years, and specifically in Europe related to the Russian invasion of Ukraine and the ongoing conflict between those two countries, which had a corresponding effect on our operation and production costs and may have the same effect on our customers causing volatility in demand for our products and services.
The data privacy landscape is continuously expanding and has significantly increased responsibilities for companies collecting, using and processing personal data, as well as significantly increased penalties for noncompliance of security and data breach obligations, 14 Table of Contents specifically in the European Union (“EU”) under the General Data Protection Regulation, in China under the Personal Information Protection Law, and in Brazil under the General Personal Data Protection Law, in addition to U.S. privacy laws in numerous states.
The data privacy landscape is continuously expanding and has significantly increased responsibilities for companies collecting, using and processing personal data, as well as significantly increased penalties for noncompliance of security and data breach obligations, specifically in the EU under the General Data Protection Regulation, in China under the Personal Information Protection Law, and in Brazil under the General Personal Data Protection Law, in addition to U.S. privacy laws in numerous states.
In addition, the imposition of new or increased sanctions, tariffs, quotas, exchange or price controls, trade barriers or similar restrictions resulting from the Russian invasion of Ukraine could negatively impact our business and operations.
In addition, the imposition of new or increased sanctions, tariffs, quotas, exchange or price controls, trade barriers or similar restrictions resulting from the conflict between Russia and Ukraine could negatively impact our business and operations.
These risks, which can vary substantially by country, may include economic or political instability, geopolitical events (such as the Russian invasion of Ukraine, the Israel-Hamas conflict and increasing tensions between China and Taiwan), corruption, social and ethnic unrest, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements), hyperinflation and fluctuations in the value of local currency versus the U.S. dollar, repatriating cash from foreign countries to the U.S., downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, nationalization or any change in social, political or labor conditions in any of these countries, or regions impacting matters such as sustainability, environmental regulations and trade policies and agreements.
These risks, which can vary substantially by country, may include economic or political instability, geopolitical events (such as the Russian invasion of Ukraine, Middle East conflicts in Gaza, Lebanon, Iran, Syria, Israel and Yemen, governmental unrest in South Korea, and tensions between China and Taiwan and North Korea and Japan), corruption, social and ethnic unrest, the regulatory environment (including the risks of operating in developing or emerging markets in which there are significant uncertainties regarding the interpretation and enforceability of legal requirements), hyperinflation and fluctuations in the value of local currency versus the U.S. dollar, repatriating cash from foreign countries to the U.S., downturns or changes in economic conditions (including in relation to commodity inflation), adverse tax consequences or rulings, nationalization or any change in social, political or labor conditions in any of these countries, or regions impacting matters such as sustainability, environmental regulations and trade policies and agreements.
There is continuing concern from members of the scientific community and the general public that emissions of greenhouse gases (“GHG”) and other human activities have or will cause significant changes in weather patterns and increase the frequency or severity of extreme weather events, including droughts, wildfires and flooding.
There is continuing concern that emissions of greenhouse gases (“GHG”) and other human activities have or will cause significant changes in weather patterns and increase the frequency or severity of extreme weather events, including droughts, wildfires and flooding.
The difficulty in forecasting revenues and operating results may result in volatility in the market price of our common stock. 9 Table of Contents In addition, the lenders under our senior secured credit agreement and other borrowing facilities described in Item 7 of this Form 10-K under Liquidity and Capital Resources - Borrowing Arrangements and the counterparties with whom we maintain interest rate swap agreements, currency forward contracts and derivatives and other hedge agreements may be unable to perform their lending or payment obligations in whole or in part, or may cease operations or seek bankruptcy protection, which would negatively affect our cash flows and our results of operations.
In addition, the lenders under our senior secured credit agreement and other borrowing facilities described in Item 7 of this Form 10-K under Liquidity and Capital Resources - Borrowing Arrangements and the counterparties with whom we maintain interest rate swap agreements, currency forward contracts and derivatives and other hedge agreements may be unable to perform their lending or payment obligations in whole or in part, or may cease operations or seek bankruptcy protection, which would negatively affect our cash flows and our results of operations.
In addition, some of our products are made from raw materials that are subject to pronounced and at times, rapid price fluctuations, such as steel, which is used in the manufacture of steel drums and containers, old corrugated containers (“OCC”), which impacts our paper products, and oil, which in turn affects the price of resin for plastic drums and containers.
In addition, some of our products are made from raw materials that are subject to pronounced and at times, rapid price fluctuations, such as metal, which is used in the manufacture of steel drums and containers and intermediate bulk container (“IBC”) cages, old corrugated containers (“OCC”), which impacts our paper products, and oil, which in turn affects the price of resin for plastic drums and containers, including IBC bottles.
At October 31, 2023, the carrying value of our goodwill was $1,693.0 million. We may be required to record future impairments of our long-lived assets as we continue to restructure our business.
At October 31, 2024, the carrying value of our goodwill was $1,953.7 million. We may be required to record future impairments of our long-lived assets as we continue to restructure our business.
Tax laws are complex and subject to varying interpretations. At this time, we believe we are properly reflecting the provision for taxes on income using all current enacted global tax laws in every jurisdiction in which we operate.
At this time, we believe we are properly reflecting the provision for taxes on income using all current enacted global tax laws in every jurisdiction in which we operate.
The principal raw materials used in the manufacture of our products are steel, resin, pulpwood, recycled pulp from OCC and recycled coated and uncoated boxboard and containerboard and used industrial packaging for reconditioning, which we purchase or otherwise acquire in highly competitive, price sensitive markets.
The principal raw materials used in the manufacture of our products are steel, resin, pulpwood, recycled pulp from OCC, recycled coated and uncoated boxboard and containerboard and used industrial packaging for reconditioning, which we purchase or otherwise acquire in highly competitive, price sensitive markets. We have long-term supply contracts in place for obtaining a portion of our principal raw materials.
Industry demand for certain of our industrial packaging and paper products in our United States operations, and industrial packaging products in European and other international markets has varied in recent years, and more recently related to inflationary pressures, causing competitive pricing for those products.
Our Business is Sensitive to Changes in Industry Demands and Customer Preferences. Industry demand for certain of our industrial packaging and paper products in our United States operations, and industrial packaging products in European and other international markets has varied in recent years, and more recently related to reduced demand and inflationary pressures, causing competitive pricing for those products.
Negative media reports about us or our businesses, whether accurate or inaccurate, could damage our reputation and relationships with our customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete, which could adversely affect our business, financial condition, results of operations and cash flows. 10 Table of Contents Our Business is Sensitive to Changes in Industry Demands and Customer Preferences.
Negative media reports about us or our businesses, whether accurate or inaccurate, could damage our reputation and relationships with our customers and suppliers, cause customers and suppliers to terminate their relationship with us, or impair our ability to effectively compete, which could adversely affect our business, financial condition, results of operations and cash flows.
Management of global operations is extremely complex, and our operations outside the United States are 8 Table of Contents subject to additional risks that may not exist, or may not be as significant, with respect to our operations within the United States. Within our global footprint, we have operations in Russia and Eastern and Western Europe.
Management of global operations is complex, and our operations outside the United States are subject to additional risks that may not exist, or may not be as significant, with respect to our operations within the United States. Within our global footprint, we have operations in Europe, Middle East and Asia Pacific.
The length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable.
As regards the Eastern Europe region, the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable.
In countries that require us to conduct business through a joint venture with a local joint venture partner, the loss of a joint venture partner or a joint venture partner’s loss of its ability to conduct business in such country may impact our ability to conduct business in that country. 12 Table of Contents Sanctions that apply to a partner of a joint venture or to a joint venture’s directors or officers could also impact our ability to conduct business through that joint venture.
In countries that require us to conduct business through a joint venture with a local joint venture partner, the loss of a joint venture partner or a joint venture partner’s loss of its ability to conduct business in such country may impact our ability to conduct business in that country.
We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the future. Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition, results of operations and cash flows.
Any prolonged work stoppage or strike at any one of our principal manufacturing facilities could have a negative impact on our business, financial condition, results of operations and cash flows.
We also have indebtedness, agreements to purchase raw materials and agreements to sell finished products that are denominated in Euros, Turkish Lira, Russian Rubles and other currencies.
We also have indebtedness, agreements to purchase raw materials and agreements to sell finished products that are denominated in Russian Ruble, Euro, Brazilian Real, Hungarian Forint, Turkish Lira, British Pound and other currencies.
Furthermore, in the event that our operations in Russia cease for any reason, that event would result in an impairment charge, as we would not likely generate a fair market return on those assets.
In the event that our operations in Russia cease for any reason, that event would result in an impairment charge, as we would not likely generate a fair market return on those assets. In addition, the Russian government has implemented strict currency controls that restrict the movement of capital.
The cost of producing our products is sensitive to the price of energy, including its impact on transport costs.
Energy and Transportation Price Fluctuations and Shortages may Adversely Impact our Manufacturing Operations and Costs. The cost of producing our products is sensitive to the price of energy, including its impact on transport costs.
Our Business may be Adversely Impacted by Work Stoppages and Other Labor Relations Matters. We are subject to the risk of work stoppages and other labor relations matters, with approximately 27% of our employees around the world represented by unions.
We are subject to the risk of work stoppages and other labor relations matters, with approximately 38% of our employees around the world represented by unions. We have experienced work stoppages and strikes in the past, and there may be work stoppages and strikes in the future.
We produce products and provide services related to other parties’ products, including sensitive products such as food ingredients, pharmaceutical ingredients and hazardous substances.
We produce packaging products and provide services for our customers’ products, including sensitive products such as food ingredients, pharmaceutical ingredients and hazardous substances.
We will continue to monitor the effects of this conflict, including risks that may affect our business, and we will adjust our plans accordingly as the situation progresses. Currently, the results of our operations related to Russia are not material to our business, financial condition, results of operations or cash flows.
We will continue to monitor the effects of this conflict, including risks that may affect our business, and we will adjust our plans accordingly as the situation progresses.
To date, we have seen no material impact on our business or operations from these threats. However, we cannot ensure that our security efforts will prevent unauthorized access or loss of functionality to our or our third-party providers’ systems.
To date, we have seen no material impact on our business or operations from these threats. However, we cannot ensure that our security efforts will prevent unauthorized access or loss of functionality to our or our third-party providers’ systems. For further discussion pertaining to cybersecurity strategy and related roles and responsibilities, see Part I, Item 1C of this Form 10-K.
Further, we may experience challenges in forecasting revenues and operating results due to these global economic conditions.
Further, we may experience challenges in forecasting revenues and operating results due to these global economic conditions. The difficulty in forecasting revenues and operating results may result in volatility in the market price of our common stock.
The disruptions to the global economy starting in 2020 and continuing throughout 2023, which were intensified by the Russian invasion of Ukraine, have impeded global supply chains in some regions in which we operate more than others, resulting in longer lead times. Energy and Transportation Price Fluctuations and Shortages may Adversely Impact our Manufacturing Operations and Costs.
The disruptions to the global economy starting in 2020 and continuing throughout 2024, which were intensified by the Russian invasion of Ukraine and the ongoing conflict between those two countries, have impeded global supply chains in some regions in which we operate more than others, resulting in longer lead times.
Operating a business as a joint venture often requires additional organizational formalities as well as time-consuming procedures for sharing information, accounting and making decisions. In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions, including acquisitions, the sale of assets, borrowing money and granting liens on joint venture property.
In certain cases, our joint venture partners must agree in order for the applicable joint venture to take certain actions, including acquisitions, the sale of assets, borrowing money and granting liens on joint venture property.
With the volatility in the current global economic climate, inflation and geopolitical events around the world, including the Russian invasion of Ukraine and the Israel-Hamas conflict, it is difficult for us to predict the complete impact of the forgoing matters on our business and results of operations.
With the volatility in the current global economic climate, inflation and geopolitical events around the world, including the conflict between Russia and Ukraine, various conflicts in the Middle East, governmental unrest in South Korea, and tensions between China and Taiwan and 7 Table of Contents North Korea and Japan, it is difficult for us to predict the complete impact of the forgoing matters on our business and results of operations.
The rationalization of our manufacturing facilities may result in temporary constraints upon our ability to manufacture the quantity of products necessary to fill orders and thereby complete sales in a timely manner. In addition, system upgrades at our manufacturing facilities that impact ordering, production scheduling and other related manufacturing processes are complex, and could impact or delay production targets.
The rationalization of our manufacturing facilities may result in temporary constraints upon our ability to manufacture the quantity of products necessary to fill orders and thereby complete sales in a timely manner.
CSRD applies to both EU and non-EU in-scope entities and would require them to provide expansive disclosures on various sustainability topics. We are assessing our obligations under CSRD and expect that compliance could require substantial effort in the future. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
We are further assessing our obligations under CSRD and CS3D while developing a compliance strategy and beginning to prepare for compliance and expect that compliance could require substantial effort in the future. We will likely need to be prepared to contend with overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal operations could not be performed due to a catastrophic event.
These efforts may involve a significant investment of financial and human resources and significant changes to our current operating processes. 12 Table of Contents We have established a business continuity plan in an effort to ensure the continuation of core business operations in the event that normal operations could not be performed due to a catastrophic event.
We have invested a substantial amount of capital in acquisitions, joint ventures and strategic investments and we expect that we will continue to do so in the foreseeable future. We are continually evaluating acquisitions, divestitures and strategic investments that are significant to our business both in the United States and internationally.
Risks Related to our Operations We may Encounter Difficulties or Liabilities Arising from Acquisitions or Divestitures. We have invested a substantial amount of capital in acquisitions, joint ventures and strategic investments and we expect that we will continue to do so in the foreseeable future.
We are currently seeking alternative energy resources in Europe that may take years to fully implement and savings to be realized, if any. Potential legislation, regulatory action and international treaties related to climate change, especially those related to the regulation of greenhouse gases, may result in significant increases in energy costs as well as taxes, and other governmental charges.
Potential legislation, regulatory action and international treaties related to climate change, especially those related to the regulation of greenhouse gases, may result in significant increases in energy costs as well as taxes, and other governmental charges. There can be no assurance that we will be able to recoup any past or future increases in the cost of energy and transportation.
In April 2021, we announced a GHG emission reduction target to reduce our absolute Scope 1 and 2 emissions by 28 percent by 2030 as part of our ESG and sustainability strategy. Achievement of these targets depends on our execution of operational strategies relating to investments in energy efficient equipment and options to utilize other alternative energy sources.
In April 2021, we announced a GHG emission reduction target to reduce our absolute Scope 1 and 2 emissions by 28 percent from a 2019 baseline by 2030 as part of our ESG and sustainability strategy.
We will continue to implement continuous improvement initiatives necessary or desirable to improve our business portfolio, address underperforming assets and generate additional cash. These initiatives may include reductions in selling, general and administrative costs throughout our Company and have and will likely continue to result in the rationalization of manufacturing facilities.
These initiatives may also result in reductions in selling, general and administrative costs throughout our Company and have and will likely continue to result in the rationalization of manufacturing facilities.
Execution of these strategies and achievements of our 2030 target is subject to risk and uncertainties, many of which are out of our control.
Achievement of this target depends on our execution of operational strategies relating to investments in energy efficient equipment and options to utilize other alternative energy sources. Execution of these strategies and achievements of our 2030 target is subject to risk and uncertainties, many of which are out of our control.
Despite our security measures, our IT systems and infrastructure may be vulnerable to computer viruses, cyber-attacks, security breaches caused by employee error or malfeasance or other disruptions, and heightened focus since the beginning of the Russian invasion of Ukraine. Any such threat could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen.
Despite our security measures, our IT systems and infrastructure may be vulnerable to computer viruses, cyber-attacks, and/or security breaches caused by employee error, malfeasance or other disruptions, with heightened risks due to geopolitical conflicts.
We have long-term supply contracts in place for obtaining a portion of our principal raw materials. These raw materials have historically exhibited price and demand cyclicality. In addition, we manufacture certain component parts for our rigid industrial packaging products and those of some of our competitors.
In addition, we manufacture certain component parts and other products for our rigid industrial packaging products and adhesives for our paper products, and sell those parts and products to other companies, including competitors. Some of the raw materials, products and component parts have been, and in the future may be, in short supply.
In addition, we are closely monitoring the discussions on the proposed EU Packaging and Packaging Waste Regulation, which is currently being discussed by the European Parliament and Council with the intention to become law in 2024 and could potentially impose new requirements in terms of recycled content, recyclability and reuse for our products.
In addition, the EU Packaging & Packaging Waste Regulation that recently went into force is to be implemented over an 18-month period and imposes new requirements in terms of recycled content, recyclability and reuse from 2030 for some of our products.
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Although we have been able to distribute some earnings from our Russian operations in compliance with all applicable laws, access to cash and earnings in Russia remains limited.
Added
This includes limits on the amount of money that can be taken out of the country, directly impacting dividend payments. Although we have been able to pay the de minimus dividends permitted by the Russian government, we have been generally unable to transfer money out of Russia, and do not expect that this will change in 2025.
Removed
Some of these materials and component parts have been, and in the future may be, in short supply.
Added
As of October 31, 2024 and the fiscal year then ended, our operations in Russia accounted for approximately 3% of our net sales, approximately 9% of our operating profit and approximately 2% of our total assets.
Removed
There can be no assurance that we will be able to recoup any past or future increases in the cost of energy and transportation. 11 Table of Contents Risks Related to our Operations We may Encounter Difficulties or Liabilities Arising from Acquisitions or Divestitures.
Added
These raw materials have historically exhibited price and demand cyclicality. In addition, the European Union (“EU”)’s Packaging & Packaging Waste Regulation that recently went into force will require post-consumer resin (“PCR”) to be incorporated into plastic products sold in the EU.
Removed
We will continue to monitor the status of the Pillar Two tax implementation in the jurisdictions in which we operate. Implementation of the Pillar Two tax by jurisdictions in different ways may cause increased complexities as to compliance and increased audit controversy with tax authorities over the application or interpretation of the applicable rules.
Added
As such, prices for PCR may increase, and we may also face a shortage of PCR supply necessary to meet regulatory requirements, which could have a material adverse effect on our business, financial condition and results of operations.
Removed
For instance, it is anticipated that the Securities and Exchange Commission will issue a climate change disclosure rule in 2024, which, if implemented as proposed, would significantly expand climate-related disclosure obligations.
Added
We are currently seeking alternative energy resources in Europe and elsewhere that may take years to fully implement and savings to be realized, if any.
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We are continually evaluating acquisitions, divestitures and strategic investments that are significant to our business both in the United States and internationally.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeLocation Global Industrial Packaging Paper Packaging & Services Total Argentina 3 — 3 Belgium 2 — 2 Brazil 8 — 8 Canada 2 4 6 China 8 — 8 France 3 — 3 Germany 4 — 4 Hungary 1 — 1 Israel 1 — 1 Italy 3 — 3 Mexico 2 — 2 Netherlands 5 — 5 Poland 1 — 1 Portugal 1 — 1 Russia 8 — 8 Saudi Arabia 2 — 2 Singapore 1 — 1 Spain 3 — 3 Sweden 1 — 1 United Kingdom 2 — 2 United States 42 73 115 Totals 103 77 180 Classification Global Industrial Packaging Paper Packaging & Services Total Owned 59 41 100 Leased 44 36 80 Totals 103 77 180 We also own a substantial amount of timber properties.
Biggest changeLocation Global Industrial Packaging Paper Packaging & Services Total Argentina 3 — 3 Belgium 2 — 2 Brazil 9 — 9 Canada 2 4 6 China 10 — 10 France 5 — 5 Germany 4 — 4 Hungary 2 — 2 Israel 1 — 1 Italy 3 — 3 Mexico 2 — 2 Netherlands 5 — 5 Poland 1 — 1 Portugal 1 — 1 Russia 9 — 9 Saudi Arabia 2 — 2 Singapore 1 — 1 South Africa 3 — 3 Spain 3 — 3 Sweden 1 — 1 United Kingdom 4 — 4 United States 41 72 113 Totals 114 76 190 Classification Global Industrial Packaging Paper Packaging & Services Total Owned 64 40 104 Leased 50 36 86 Totals 114 76 190 We also own a substantial amount of timber properties.
ITEM 2. PROPERTIES The following are our principal operating locations that are either leased or owned as of October 31, 2023. We consider our operating properties to be in satisfactory condition and adequate to meet our present needs. However, we expect to make further additions, improvements and consolidations of our properties to support our business.
ITEM 2. PROPERTIES The following are our principal operating locations that are either leased or owned as of October 31, 2024. We consider our operating properties to be in satisfactory condition and adequate to meet our present needs. However, we expect to make further additions, improvements and consolidations of our properties to support our business.
Our timber properties consisted of approximately 175,000 acres in the southeastern United States as of October 31, 2023.
Our timber properties consisted of approximately 175,000 acres in the southeastern United States as of October 31, 2024.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+4 added−4 removed3 unchanged
Biggest changeWe are not a party to any legal proceedings involving a governmental authority and arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment and involving potential monetary sanctions in excess of $300,000, other than described below.
Biggest changeWe are not a party to any legal proceedings involving a governmental authority and arising under any federal, state or local provisions that have been enacted or adopted regulating the discharge of materials into the environment or primarily for the purpose of protecting the environment and involving potential monetary sanctions in excess of $300,000, other than as described below. 18 Table of Contents On February 7, 2023, TPG Plastics (“TPG”), a subsidiary of Ipackchem Group SAS, which we acquired on March 26, 2024, received a letter from the United States Environmental Protection Agency (“U.S.
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As previously reported under Item 3 of our Annual Report on Form 10-K for the fiscal year ended October 31, 2022, in November 2022, Container Life Cycle Management LLC, our U.S. reconditioning joint venture (“CLCM”), reached agreement 19 Table of Contents with the United States Environmental Protection Agency (“U.S.
Added
EPA”) informing TPG that the U.S. EPA had determined through testing that certain portable fuel containers (“PFCs”) that were sold between 2018 and 2022 had failed emission testing.
Removed
EPA”) and the Wisconsin Department of Natural Resources (“WDNR”) on a proposed consent decree (the “Proposed CLCM Consent Decree”) that would resolve various investigations and proceedings against CLCM with respect to three reconditioning facilities in the Milwaukee, Wisconsin area that are or were owned by CLCM regarding alleged violations of Wisconsin laws related to hazardous waste, air management and industrial storm water.
Added
TPG also received a letter from The California Air Resources Board (“CARB”), dated November 7, 2023, informing TPG that compliance testing performed by CARB revealed that certain PFCs sold in 2018 to 2022 were noncompliant with California’s PFC performance standards. TPG had already discontinued the manufacture of PFCs that were subject to the U.S.
Removed
Under the Proposed CLCM Consent Decree, CLCM, without admitting any wrongdoing, agreed to modify certain existing operational practices, install and operate specific environmental controls and pay civil penalties of approximately $1.6 million. On November 30, 2022, the U.S. EPA and the WDNR filed an action in the U.S.
Added
EPA in and CARB letters before the end of 2022. We have cooperated with the governmental agencies in these investigations and proceedings. As of the filing date of this Form 10-K, no citations have been issued or fines assessed with respect to any of these proceedings. However, we anticipate that monetary sanctions imposed by the U.S.
Removed
District Court, Eastern District of Wisconsin (the “Court”), seeking the Court’s approval of the Proposed CLCM Consent Decree. On July 27, 2023, the Court approved the Proposed CLCM Consent Decree as presented. The civil penalties have been paid by CLCM.
Added
EPA and the CARB will exceed $300,000 (exclusive of interest and costs).

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSee Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding this program and the repurchase of shares of Class A and B Common Stock. 20 Table of Contents Performance Graph The following graph compares the performance of shares of our Class A and B Common Stock to that of the Standard and Poor’s 500 (“S&P 500”) Index and the Dow Jones United States Containers and Packaging Index (“DJUSCP”) assuming $100 invested on October 31, 2018 and reinvestment of dividends for each subsequent year.
Biggest changeSee “Liquidity and Capital Resources – Borrowing Arrangements” in Item 7 of this Form 10-K. 19 Table of Contents Performance Graph The following graph compares the performance of shares of our Class A and B Common Stock to that of the Standard and Poor’s 500 (“S&P 500”) Index and the Dow Jones United States Containers and Packaging Index (“DJUSCP”) assuming $100 invested on October 31, 2019 and reinvestment of dividends for each subsequent year.
The annual dividends paid for the last two years are as follows: 2023 Dividends per Share – Class A $2.02; Class B $3.02 2022 Dividends per Share – Class A $1.88; Class B $2.81 The terms of our current secured credit facilities and United States accounts receivable credit facility limit our ability to make restricted payments, which include dividends and purchases, redemptions and acquisitions of our equity interests.
The annual dividends paid for the last two years are as follows: 2024 Dividends per Share – Class A $2.10; Class B $3.14 2023 Dividends per Share – Class A $2.02; Class B $3.02 The terms of our current secured credit facilities and United States accounts receivable credit facility limit our ability to make restricted payments, which include dividends and purchases, redemptions and acquisitions of our equity interests.
The graph does not purport to represent our value. 21 Table of Contents
The graph does not purport to represent our value. 20 Table of Contents
As of December 12, 2023, there were 312 stockholders of record of the Class A Common Stock and 53 stockholders of record of the Class B Common Stock. We pay quarterly dividends of varying amounts computed on the basis described in Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
As of December 18, 2024, there were 295 stockholders of record of the Class A Common Stock and 51 stockholders of record of the Class B Common Stock. We pay quarterly dividends of varying amounts computed on the basis described in Note 11 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K.
Removed
See “Liquidity and Capital Resources – Borrowing Arrangements” in Item 7 of this Form 10-K. Purchases of Equity Securities by the Issuer In June 2022, the Stock Repurchase Committee of our Board of Directors authorized a program to repurchase up to $150.0 million of shares of our Class A or Class B Common Stock or any combination thereof.
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On June 23, 2022, we entered into a $75.0 million accelerated share repurchase agreement (“ASR”) with Bank of America, N.A. for the repurchase of shares of our Class A Common Stock.
Removed
In addition, at that time we initiated a plan to repurchase an aggregate of $75.0 million of shares of our Class A or Class B Common Stock, or any combination thereof, in open market purchases (“OSR program”).
Removed
Under the ASR, on June 24, 2022, we made a payment of $75.0 million and received an initial delivery of approximately 80% of the expected share repurchases, or 1,021,451 shares of Class A Common Stock. On February 28, 2023, we received the remaining 94,259 shares of Class A Common Stock.
Removed
We began making repurchases of Class B Common Stock under the OSR program on September 9, 2022 and repurchases of Class A Common Stock under the OSR program on March 16, 2023 in accordance with Rule 10b-18 promulgated under the Securities Exchange Act of 1934.
Removed
The OSR program was completed on May 26, 2023, with $25.0 million of shares of Class A Common Stock, or 406,343 shares, and $50.0 million of shares of Class B Common Stock, or 676,598 shares, being repurchased under the OSR program.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

55 edited+49 added−22 removed47 unchanged
Biggest changeAccordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures. 22 Table of Contents The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our reportable segments for 2023, 2022 and 2021: Year Ended October 31, (in millions) 2023 2022 2021 Net sales: Global Industrial Packaging $ 2,936.8 $ 3,652.4 $ 3,316.7 Paper Packaging & Services 2,260.5 2,675.1 2,218.4 Land Management 21.3 22.0 21.0 Total net sales $ 5,218.6 $ 6,349.5 $ 5,556.1 Operating profit: Global Industrial Packaging $ 334.3 $ 313.7 $ 350.2 Paper Packaging & Services 264.1 298.5 131.0 Land Management 7.1 9.0 104.0 Total operating profit $ 605.5 $ 621.2 $ 585.2 EBITDA: Global Industrial Packaging $ 415.7 $ 383.5 $ 432.7 Paper Packaging & Services 398.8 439.0 269.9 Land Management 9.3 11.8 107.3 Total EBITDA $ 823.8 $ 834.3 $ 809.9 Adjusted EBITDA: Global Industrial Packaging $ 423.7 $ 458.2 $ 453.3 Paper Packaging & Services 386.2 450.5 302.0 Land Management 8.9 8.8 8.9 Total Adjusted EBITDA $ 818.8 $ 917.5 $ 764.2 23 Table of Contents The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for 2023, 2022 and 2021: Year Ended October 31, (in millions) 2023 2022 2021 Net income $ 379.1 $ 394.0 $ 413.2 Plus: interest expense, net 96.3 61.2 92.7 Plus: debt extinguishment charges — 25.4 — Plus: income tax expense 117.8 137.1 69.6 Plus: depreciation, depletion and amortization expense 230.6 216.6 234.4 EBITDA $ 823.8 $ 834.3 $ 809.9 Net income $ 379.1 $ 394.0 $ 413.2 Plus: interest expense, net 96.3 61.2 92.7 Plus: debt extinguishment charges — 25.4 — Plus: income tax expense 117.8 137.1 69.6 Plus: other expense, net 11.0 8.9 4.8 Plus: non-cash pension settlement charges 3.5 — 9.1 Plus: equity earnings of unconsolidated affiliates, net of tax (2.2) (5.4) (4.2) Operating profit 605.5 621.2 585.2 Less: other expense, net 11.0 8.9 4.8 Less: non-cash pension settlement charges 3.5 — 9.1 Less: equity earnings of unconsolidated affiliates, net of tax (2.2) (5.4) (4.2) Plus: depreciation, depletion and amortization expense 230.6 216.6 234.4 EBITDA 823.8 834.3 809.9 Plus: restructuring charges 18.7 13.0 23.1 Plus: timberland gains, net — — (95.7) Plus: acquisition and integration related costs 19.0 8.7 9.1 Plus: non-cash asset impairment charges 20.3 71.0 8.9 Plus: non-cash pension settlement charges 3.5 — 9.1 Plus: incremental COVID-19 costs, net — — 3.3 Plus: gain on disposal of properties, plants, equipment, and businesses, net (66.5) (9.5) (3.5) Adjusted EBITDA $ 818.8 $ 917.5 $ 764.2 24 Table of Contents The following table sets forth EBITDA and Adjusted EBITDA for each of our reportable segments, reconciled to the operating profit for each reportable segment, for 2023, 2022 and 2021: Year Ended October 31, (in millions) 2023 2022 2021 Global Industrial Packaging Operating profit $ 334.3 $ 313.7 $ 350.2 Less: other expense, net 12.6 9.5 4.5 Less: non-cash pension settlement charges 3.5 — 0.3 Less: equity earnings of unconsolidated affiliates, net of tax (2.2) (5.4) (4.2) Plus: depreciation and amortization expense 95.3 73.9 83.1 EBITDA 415.7 383.5 432.7 Plus: restructuring charges 4.2 9.1 17.1 Plus: acquisition and integration related costs 12.2 0.4 — Plus: non-cash asset impairment charges 1.9 69.4 2.7 Plus: non-cash pension settlement charges 3.5 — 0.3 Plus: incremental COVID-19 costs, net — — 1.8 Plus: gain on disposal of properties, plants, equipment, and businesses, net (13.8) (4.2) (1.3) Adjusted EBITDA $ 423.7 $ 458.2 $ 453.3 Paper Packaging & Services Operating profit $ 264.1 $ 298.5 $ 131.0 Less: other (income) expense, net (1.6) (0.6) 0.3 Less: non-cash pension settlement charges — — 8.8 Plus: depreciation and amortization expense 133.1 139.9 148.0 EBITDA 398.8 439.0 269.9 Plus: restructuring charges 14.5 3.9 5.9 Plus: acquisition and integration related costs 6.8 8.3 9.1 Plus: non-cash asset impairment charges 18.4 1.6 5.0 Plus: non-cash pension settlement charges — — 8.8 Plus: incremental COVID-19 costs, net — — 1.5 Plus: (gain) loss on disposal of properties, plants, equipment, and businesses, net (52.3) (2.3) 1.8 Adjusted EBITDA $ 386.2 $ 450.5 $ 302.0 Land Management Operating profit $ 7.1 $ 9.0 $ 104.0 Plus: depreciation and depletion expense 2.2 2.8 3.3 EBITDA 9.3 11.8 107.3 Plus: restructuring charges — — 0.1 Plus: timberland gains, net — — (95.7) Plus: non-cash asset impairment charges — — 1.2 Plus: gain on disposal of properties, plants, equipment, and businesses, net (0.4) (3.0) (4.0) Adjusted EBITDA $ 8.9 $ 8.8 $ 8.9 25 Table of Contents Year 2023 Compared to Year 2022 Net Sales Net sales were $5,218.6 million for 2023 compared with $6,349.5 million for 2022.
Biggest changeThese products and services are used internally by us and are also sold to external customers. 22 Table of Contents Tabular Financial Results The following table sets forth the net sales, operating profit, EBITDA and Adjusted EBITDA for each of our reportable segments for 2024, 2023 and 2022: Year Ended October 31, (in millions) 2024 2023 2022 Net sales: Global Industrial Packaging $ 3,124.3 $ 2,936.8 $ 3,652.4 Paper Packaging & Services 2,303.5 2,260.5 2,675.1 Land Management 20.3 21.3 22.0 Total net sales $ 5,448.1 $ 5,218.6 $ 6,349.5 Operating profit: Global Industrial Packaging $ 341.1 $ 334.3 $ 313.7 Paper Packaging & Services 115.6 264.1 298.5 Land Management 7.9 7.1 9.0 Total operating profit $ 464.6 $ 605.5 $ 621.2 EBITDA: Global Industrial Packaging $ 454.9 $ 415.7 $ 383.5 Paper Packaging & Services 253.9 398.8 439.0 Land Management 10.1 9.3 11.8 Total EBITDA $ 718.9 $ 823.8 $ 834.3 Adjusted EBITDA: Global Industrial Packaging $ 423.7 $ 425.4 $ 458.2 Paper Packaging & Services 261.5 387.9 450.5 Land Management 9.1 8.9 8.8 Total Adjusted EBITDA $ 694.3 $ 822.2 $ 917.5 23 Table of Contents The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net income and operating profit, for our consolidated results for 2024, 2023 and 2022: Year Ended October 31, (in millions) 2024 2023 2022 Net income $ 295.5 $ 379.1 $ 394.0 Plus: interest expense, net 134.9 96.3 61.2 Plus: debt extinguishment charges — — 25.4 Plus: income tax expense 27.2 117.8 137.1 Plus: depreciation, depletion and amortization expense 261.3 230.6 216.6 EBITDA $ 718.9 $ 823.8 $ 834.3 Net income $ 295.5 $ 379.1 $ 394.0 Plus: interest expense, net 134.9 96.3 61.2 Plus: non-cash pension settlement charges — 3.5 — Plus: debt extinguishment charges — — 25.4 Plus: other expense, net 10.1 11.0 8.9 Plus: income tax expense 27.2 117.8 137.1 Plus: equity earnings of unconsolidated affiliates, net of tax (3.1) (2.2) (5.4) Operating profit 464.6 605.5 621.2 Less: non-cash pension settlement charges — 3.5 — Less: other expense, net 10.1 11.0 8.9 Less: equity earnings of unconsolidated affiliates, net of tax (3.1) (2.2) (5.4) Plus: depreciation, depletion and amortization expense 261.3 230.6 216.6 EBITDA 718.9 823.8 834.3 Plus: acquisition and integration related costs 18.5 19.0 8.7 Plus: restructuring charges 5.4 18.7 13.0 Plus: non-cash asset impairment charges 2.6 20.3 71.0 Plus: gain on disposal of properties, plants and equipment, net (8.8) (2.5) (8.1) Plus: gain on disposal of businesses, net (46.0) (64.0) (1.4) Plus: non-cash pension settlement charges — 3.5 — Plus: other costs* 3.7 3.4 — Adjusted EBITDA $ 694.3 $ 822.2 $ 917.5 *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses 24 Table of Contents The following table sets forth EBITDA and Adjusted EBITDA for each of our reportable segments, reconciled to the operating profit for each reportable segment, for 2024, 2023 and 2022: Year Ended October 31, (in millions) 2024 2023 2022 Global Industrial Packaging Operating profit $ 341.1 $ 334.3 $ 313.7 Less: non-cash pension settlement charges — 3.5 — Less: other expense, net 11.6 12.6 9.5 Less: equity earnings of unconsolidated affiliates, net of tax (3.1) (2.2) (5.4) Plus: depreciation and amortization expense 122.3 95.3 73.9 EBITDA 454.9 415.7 383.5 Plus: acquisition and integration related costs 17.2 12.2 0.4 Plus: restructuring charges (2.8) 4.2 9.1 Plus: non-cash asset impairment charges 1.3 1.9 69.4 Plus: gain on disposal of properties, plants and equipment, net (2.9) (4.4) (2.8) Plus: gain on disposal of businesses, net (46.0) (9.4) (1.4) Plus: non-cash pension settlement charges — 3.5 — Plus: other costs* 2.0 1.7 — Adjusted EBITDA $ 423.7 $ 425.4 $ 458.2 Paper Packaging & Services Operating profit $ 115.6 $ 264.1 $ 298.5 Less: other income, net (1.5) (1.6) (0.6) Plus: depreciation and amortization expense 136.8 133.1 139.9 EBITDA 253.9 398.8 439.0 Plus: acquisition and integration related costs 1.3 6.8 8.3 Plus: restructuring charges 8.2 14.5 3.9 Plus: non-cash asset impairment charges 1.3 18.4 1.6 Plus: (gain) loss on disposal of properties, plants and equipment, net (4.9) 2.3 (2.3) Plus: gain on disposal of businesses, net — (54.6) — Plus: other costs* 1.7 1.7 — Adjusted EBITDA $ 261.5 $ 387.9 $ 450.5 Land Management Operating profit $ 7.9 $ 7.1 $ 9.0 Plus: depreciation and depletion expense 2.2 2.2 2.8 EBITDA 10.1 9.3 11.8 Plus: gain on disposal of properties, plants and equipment, net (1.0) (0.4) (3.0) Adjusted EBITDA $ 9.1 $ 8.9 $ 8.8 *includes fiscal year-end change costs and share-based compensation impact of disposals of businesses 25 Table of Contents Year 2024 Compared to Year 2023 Net Sales Net sales were $5,448.1 million for 2024 compared with $5,218.6 million for 2023.
As of October 31, 2023, we were in compliance with the covenants that relate to the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes. See Note 5 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our financial obligations.
As of October 31, 2024, we were in compliance with the covenants that relate to the European RFA. Proceeds of the European RFA are available for working capital and general corporate purposes. See Note 5 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our financial obligations.
Paper Packaging & Services Key factors influencing profitability in the Paper Packaging & Services reportable 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; • Restructuring charges; • Acquisition of businesses and facilities; and • Divestiture of businesses and facilities.
Paper Packaging & Services Key factors influencing profitability in the Paper Packaging & Services reportable 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 2.0; • Restructuring charges; • Acquisition of businesses and facilities; and • Divestiture of businesses and facilities.
RFA also contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of October 31, 2023, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.
RFA also contains events of default and covenants that are substantially the same as the covenants under the 2022 Credit Agreement. As of October 31, 2024, we were in compliance with these covenants. Proceeds of the U.S. RFA are available for working capital and general corporate purposes.
We report the sale of core timberland property in timberland gains, the sale of HBU and surplus property in gain on disposal of properties, plants and 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.
We report the sale of core timberland property in timberland gains, the sale of HBU and surplus property in gain on disposal of properties, plants and equipment, net and the sale of timber and development property under net sales and cost of products sold in our consolidated statements of income.
Year 2022 Compared to Year 2021 Results of our fiscal year 2022 compared to our fiscal year 2021 are included in our Annual Report on Form 10-K for the year ended October 31, 2022, File No. 001-00566 (see Item 7 therein).
Year 2023 Compared to Year 2022 Results of our fiscal year 2023 compared to our fiscal year 2022 are included in our Annual Report on Form 10-K for the year ended October 31, 2023, File No. 001-00566 (see Item 7 therein).
After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. See Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our acquisitions.
After the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. Acquisition costs, such as legal and consulting fees, are expensed as incurred. See 33 Table of Contents Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our acquisitions.
As of October 31, 2023, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement. 30 Table of Contents 2023 Credit Agreement On May 17, 2023, we and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with CoBank, ACB (“CoBank”), who acted as lender and is acting as administrative agent of the 2023 Credit Agreement.
As of October 31, 2024, we were in compliance with the covenants and other agreements in the 2022 Credit Agreement. 2023 Credit Agreement On May 17, 2023, we and Greif Packaging LLC, a direct wholly owned subsidiary of Greif, Inc. entered into a $300.0 million senior secured credit agreement (the “2023 Credit Agreement”) with CoBank, ACB (“CoBank”), who acted as lender and is acting as administrative agent of the 2023 Credit Agreement.
Financial Instruments Interest Rate Derivatives As of October 31, 2023, we have various interest rate swaps with a total notional amount of $1,300.0 million, amortizing down over the term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of 2.62%.
Financial Instruments Interest Rate Derivatives As of October 31, 2024, we have various interest rate swaps with a total notional amount of $1,400.0 million ($1,300.0 million as of October 31, 2023), amortizing down over the term, in which we receive variable interest rate payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of 2.97%.
(“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”), the acquisition from approximately 10% to 80% of our ownership interest in Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), the acquisition of a 51% ownership interest in ColePak, LLC (“ColePak”) on August 23, 2023 (the “ColePak Acquisition”), and the acquisition of Reliance Products, Ltd.
(“Lee Container”) on December 15, 2022 (the “Lee Container Acquisition”), the acquisition from approximately 10% to 80% of our ownership interest in Centurion Container LLC (“Centurion”) on March 31, 2023 (the “Centurion Acquisition”), and the acquisition of a 51% ownership interest in ColePak, LLC (“ColePak”) on August 23, 2023 (the “ColePak Acquisition”).
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 October 31, 2023 and 2022, we had outstanding foreign currency forward contracts in the notional amount of $66.0 million and $132.1 million, respectively.
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 October 31, 2024 and 2023, we had outstanding foreign currency forward contracts in the notional amount of $74.1 million and $66.0 million, respectively.
In that case, EBITDA is defined as operating profit by reportable segment less other (income) expense, net, less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that reportable segment, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, plus (gain) loss on disposal of properties, plants, equipment and businesses, net, for that reportable segment.
In that case, EBITDA is defined as operating profit by reportable segment less other (income) expense, net, less non-cash pension settlement (income) charges, less equity earnings of unconsolidated affiliates, net of tax, plus depreciation, depletion and amortization expense for that reportable segment, and Adjusted EBITDA is defined as EBITDA plus acquisition and integration related costs, plus restructuring charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus non-cash pension settlement (income) charges, plus other costs, for that reportable segment.
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 October 31, 2023, we estimated that there were 18,800 acres in the United States of special use property, which we expect will be available for sale in the next four to six years.
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 October 31, 2024, we estimated that there were 7,500 acres in the United States of special use property, which we expect will be available for sale in the next four to six years.
As of October 31, 2023, there was a $80.1 million outstanding balance on the European RFA that is reported as long-term debt in the 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 renewing the existing agreement or entering into new financing arrangements.
As of October 31, 2024, there was a $84.2 million outstanding balance on the European RFA that is reported as long-term debt in the 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 renewing the existing agreement or entering into new financing arrangements.
The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly principal installments commencing on July 31, 2023 and continuing through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028.
The 2023 Credit Agreement provides for a $300.0 million secured term loan facility with quarterly principal installments that commenced on July 31, 2023 and continue through January 31, 2028, with any outstanding principal balance of such term loan being due and payable on maturity on May 17, 2028.
For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted EBITDA is defined as EBITDA plus restructuring charges, plus timberland gains, net, plus acquisition and integration related costs, plus non-cash asset impairment charges, plus non-cash pension settlement (income) charges, plus incremental COVID-19 costs, net, plus (gain) loss on disposal of properties, plants, equipment and businesses, net.
For our consolidated results, EBITDA is defined as net income, plus interest expense, net, plus debt extinguishment charges, plus income tax expense, plus depreciation, depletion and amortization, and Adjusted EBITDA is defined as EBITDA plus acquisition and integration related costs, plus restructuring charges, plus non-cash asset impairment charges, plus (gain) loss on disposal of properties, plants and equipment, net, plus (gain) loss on disposal of businesses, net, plus non-cash pension settlement (income) charges, plus other costs.
Subject to the terms of the 2022 Credit Agreement, we have an option to add borrowings to the 2022 Credit Agreement with the agreement of the lenders. As of October 31, 2023, we had $722.7 million of available borrowing capacity under the $800.0 million secured revolving credit facility.
Subject to the terms of the 2022 Credit Agreement, we have an option to add borrowings to the 2022 Credit Agreement with the agreement of the lenders. As of October 31, 2024, we had $426.3 million of available borrowing capacity under the $800.0 million secured revolving credit facility.
Segment Review Global Industrial Packaging Key factors influencing profitability in the Global Industrial Packaging reportable 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; 26 Table of Contents • Divestiture of businesses and facilities; and • Impact of foreign currency translation.
Segment Review Global Industrial Packaging Key factors influencing profitability in the Global Industrial Packaging reportable 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 2.0; • Restructuring charges; • Acquisition of businesses and facilities; • Divestiture of businesses and facilities; and • Impact of foreign currency translation. 26 Table of Contents Net sales were $3,124.3 million for 2024 compared with $2,936.8 million for 2023.
Other Liquidity Considerations Post-Retirement Benefit Plans We have no near-term post-retirement benefit plan funding obligations. We intend to make a post-retirement benefit plan contribution of $21.9 million during 2024, which we anticipate will consist of $16.2 million of employer contributions and $5.7 million of benefits paid directly by the employer.
Other Liquidity Considerations Post-Retirement Benefit Plans We have no near-term post-retirement benefit plan funding obligations. We intend to make a post-retirement benefit plan contribution of $6.6 million during 2025, which we anticipate will consist of $1.2 million of employer contributions and $5.4 million of benefits paid directly by the employer.
See the “Segment Review” below for additional information on net sales by reportable segment. Gross Profit Gross profit was $1,146.1 million for 2023 compared with $1,285.4 million for 2022. The $139.3 million decrease was primarily due to the same factors that impacted net sales, partially offset by lower raw material, transportation and manufacturing costs.
See the “Segment Review” below for additional information on net sales by reportable segment. Gross Profit Gross profit was $1,070.8 million for 2024 compared with $1,146.1 million for 2023. The $75.3 million decrease was primarily due to higher raw material costs and higher costs for transportation and manufacturing, partially offset by the same factors that impacted net sales.
International Trade Accounts Receivable Credit Facilities We have a €100.0 million ($105.7 million as of October 31, 2023) European Receivables Financing Agreement (the “European RFA”) that matures on April 24, 2024.
International Trade Accounts Receivable Credit Facilities We have a €100.0 million ($108.2 million as of October 31, 2024) European Receivables Financing Agreement (the “European RFA”) that matures on April 22, 2025.
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027 and (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments commencing on July 31, 2022 and continuing through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027.
The 2022 Credit Agreement provides for (a) an $800.0 million secured revolving credit facility, consisting of a $725.0 million multicurrency facility and a $75.0 million U.S. dollar facility, maturing on March 1, 2027, (b) a $1,100.0 million secured term loan A-1 facility with quarterly principal installments that commenced on July 31, 2022 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-1 facility being due and payable on maturity on March 1, 2027, (c) a $515.0 million secured term loan A-2 facility with quarterly principal installments that commenced on July 31, 2022 and continue through January 31, 2027, with any outstanding principal balance of such term loan A-2 being due and payable on maturity on March 1, 2027, and (d) as further described below, a $300.0 million incremental secured term loan A-4 facility with quarterly principal installments that commenced on April 30, 2024 and continue through January 31, 2027, with any 30 Table of Contents outstanding principal balance of such term loan A-4 being due and payable on maturity on March 1, 2027.
During 2022, we paid $86.1 million for the Stock Repurchase Program. 29 Table of Contents Financial Obligations Borrowing Arrangements Long-term debt is summarized as follows: (in millions) October 31, 2023 October 31, 2022 2022 Credit Agreement - Term Loans $ 1,493.8 $ 1,565.0 2023 Credit Agreement - Term Loans 296.3 — Accounts receivable credit facilities 351.0 311.4 2022 Credit Agreement - Revolving Credit Facility 77.3 41.9 Other debt — 0.4 2,218.4 1,918.7 Less current portion 88.3 71.1 Less deferred financing costs 8.7 8.3 Long-term debt, net $ 2,121.4 $ 1,839.3 2022 Credit Agreement We and certain of our subsidiaries are parties to a senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions.
Financial Obligations Borrowing Arrangements Long-term debt is summarized as follows: (in millions) October 31, 2024 October 31, 2023 2022 Credit Agreement - Term Loans $ 1,707.4 $ 1,493.8 2023 Credit Agreement - Term Loans 288.8 296.3 Accounts receivable credit facilities 357.9 351.0 2022 Credit Agreement - Revolving Credit Facility 373.7 77.3 Other debt 1.3 — 2,729.1 2,218.4 Less current portion 95.8 88.3 Less deferred financing costs 7.1 8.7 Long-term debt, net $ 2,626.2 $ 2,121.4 2022 Credit Agreement We and certain of our subsidiaries are parties to a senior secured credit agreement (the “2022 Credit Agreement”) with a syndicate of financial institutions.
Cross Currency Swaps We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. We have cross currency interest rate swaps that synthetically swap $319.3 million of fixed rate debt to Euro denominated fixed rate debt. We receive a weighted average rate of 1.39%.
Cross Currency Swaps We have operations and investments in various international locations and are subject to risks associated with changing foreign exchange rates. We have cross currency interest rate swaps that synthetically swap $447.6 million ($319.3 million as of October 31, 2023) of U.S. fixed rate debt to Euro denominated fixed rate debt.
Key factors influencing profitability in the Land Management reportable 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”). 27 Table of Contents Net sales were $21.3 million for 2023 compared with $22.0 million for 2022.
Key factors influencing profitability in the Land Management reportable 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”).
The $34.4 million decrease in operating profit was primarily due to the same factors that impacted gross profit, partially offset by the $54.3 million gain from the divestiture of Tama Paperboard, LLC in the Paper Packaging & Services segment (the “Tama Divestiture”) during the first quarter of 2023 and lower SG&A expenses.
The $148.5 million decrease in operating profit was primarily due to the same factors that impacted gross profit, a $54.6 million gain from the divestiture of Tama Paperboard, LLC in the Paper Packaging & Services segment (the “Tama Divestiture”) during the first quarter of 2023 and higher SG&A expenses related to recent acquisitions, including amortization costs and short-term incentive costs.
See Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our contingent liabilities and environmental reserves.
See Note 10 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for additional information regarding our contingent liabilities and environmental reserves. Stock Repurchase Program Our Board of Directors has authorized the repurchase of Class A Common Stock or Class B Common Stock or any combination of the foregoing.
These investments exclude $6.0 million and $6.7 million of cash purchases and investments in timber properties during 2023 and 2022, respectively. During 2023, we paid $542.4 million for purchases of businesses, net of cash acquired, primarily for the acquisition of Lee Container Corporate, Inc.
During 2023, we paid $542.4 million for purchases of businesses, net of cash acquired, primarily for the acquisition of Lee Container Corporate, Inc.
United States Trade Accounts Receivable Credit Facility We have a $300.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 17, 2024. As of October 31, 2023, there was a $270.9 million outstanding balance under the U.S.
As of October 31, 2024, we were in compliance with the covenants and other agreements in the 2023 Credit Agreement. United States Trade Accounts Receivable Credit Facility We have a $300.0 million U.S. Receivables Financing Facility Agreement (the “U.S. RFA”) that matures on May 16, 2025.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The terms “Greif,” the “Company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The terms “Greif,” the “Company,” “we,” “us” and “our” as used in this discussion refer to Greif, Inc. and its subsidiaries. Greif Business System 2.0 The Greif Business System is a quantitative, systematic and disciplined business process that Greif has utilized for nearly 20 years.
Gross profit was $634.4 million for 2023 compared with $692.6 million for 2022. The $58.2 million decrease in gross profit was primarily due to the same factors that impacted net sales, largely offset by lower raw material, transportation and manufacturing costs. Gross profit margin increased to 21.6 percent in 2023 from 19.0 percent in 2022.
The $110.9 million decrease in gross profit was primarily due to higher raw material costs, transportation and manufacturing costs, partially offset by the same factors that impacted net sales. Gross profit margin was 17.0 percent for 2024 compared with 22.2 percent for 2023.
Income Tax Expense Income tax expense for 2023 was $117.8 million on $494.7 million of pretax income and for 2022 was $137.1 million on $525.7 million of pretax income.
Income tax expense for 2024 was $27.2 million on $319.6 million of pretax income and for 2023 was $117.8 million on $494.7 million of pretax income.
We did not utilize any Step 0 tests in 2023. For all reporting units with goodwill balances, we proceeded directly to the quantitative impairment testing and the fair value exceeded carrying value by at least 31%, so no impairment was deemed to exist.
We performed a Step 0 test on the Global Industrial Packaging – Ipackchem reporting unit in 2024. For all other reporting units with goodwill balances, we proceeded directly to the quantitative impairment testing and the fair value exceeded carrying value by at least 19%, so no impairment was deemed to exist.
However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s Financial Services LLC, we may request the release of such collateral. Our obligations under the 2023 Credit Agreement are secured on a pari passu basis with the obligations arising under the 2022 Credit Agreement.
However, in the event that we receive and maintain an investment grade rating from either Moody’s Investors Services, Inc. or Standard & Poor’s 31 Table of Contents Financial Services LLC, we may request the release of such collateral.
Financing Activities We paid cash dividends to stockholders of Greif, Inc. in the amount of $116.5 million and $111.3 million for the years ended October 31, 2023 and 2022, respectively. We paid dividends to non-controlling interests in the amount of $14.2 million and $17.2 million for the years ended October 31, 2023 and 2022, respectively.
Financing Activities We paid cash dividends to our stockholders in the amount of $121.0 million and $116.5 million for the years ended October 31, 2024 and 2023, respectively.
Gross profit was $9.2 million for 2023 compared with $8.3 million for 2022. Operating profit was $7.1 million for 2023 compared with $9.0 million for 2022. Adjusted EBITDA was $8.9 million for 2023 compared with $8.8 million for 2022.
Net sales were $20.3 million for 2024 compared with $21.3 million for 2023. 27 Table of Contents Gross profit was $9.8 million for 2024 compared with $9.2 million for 2023. Operating profit was $7.9 million for 2024 compared with $7.1 million for 2023. Adjusted EBITDA was $9.1 million for 2024 compared with $8.9 million for 2023.
The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit Agreement, as described above, and a “most favored lender” provision related to the 2022 Credit Agreement. As of October 31, 2023, we were in compliance with the covenants and other agreements in the 2023 Credit Agreement.
Our obligations under the 2023 Credit Agreement are secured on a pari passu basis with the obligations arising under the 2022 Credit Agreement. The 2023 Credit Agreement contains covenants, including financial covenants, substantially the same as the covenants in 2022 Credit Agreement, as described above, and a “most favored lender” provision related to the 2022 Credit Agreement.
See Note 8 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for further information.
Recent Accounting Standards See Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for a detailed description of recently issued and newly adopted accounting standards.
Adjusted EBITDA was $818.8 million for 2023 compared with $917.5 million for 2022. The reasons for changes in operating profit and Adjusted EBITDA for each reportable segment are described below in the “Segment Review.” Trends We anticipate that the lower customer demand patterns that we experienced throughout the 2023 fiscal year will continue into the 2024 fiscal year.
The reasons for changes in operating profit and Adjusted EBITDA for each reportable segment are described below in the “Segment Review.” Trends We anticipate that the multi-year period of industrial contraction will continue into the 2025 fiscal year.
These derivatives are designated as cash flow hedges for accounting purposes and will mature between March 11, 2024 and July 16, 2029. We are actively monitoring the interest rate market and may execute new interest rate swaps as appropriate.
These derivatives are designated as cash flow hedges for accounting purposes and will mature between March 1, 2027 and July 16, 2029.
The $63.5 million decrease in accounts payable to $497.8 million as of October 31, 2023 from $561.3 million as of October 31, 2022 was primarily due to decreased raw material prices and purchases. Investing Activities During 2023 and 2022, we invested $213.6 million and $176.3 million, respectively, of cash in capital expenditures.
The favorable change in accounts payable levels was primarily due to increase in raw material prices and purchases to meet demand. 29 Table of Contents Investing Activities During 2024 and 2023, we invested $186.5 million and $213.6 million, respectively, of cash in capital expenditures.
(“Reliance”) on October 1, 2023 (the “Reliance Acquisition”). During 2023, we received $105.3 million of cash from sale of businesses, primarily from the Tama Divestiture. During 2022, we received $139.2 million of cash from sale of businesses, primarily from the FPS Divestiture.
During 2024, we received $89.0 million of cash from sale of businesses, primarily from the Delta Divestiture. During 2023, we received $105.3 million of cash from sale of businesses, primarily from the Tama Divestiture.
Net sales were $2,260.5 million for 2023 compared with $2,675.1 million for 2022. The $414.6 million decrease was primarily due to lower volumes and lower average selling prices due to lower published containerboard prices. Gross profit was $502.5 million for 2023 compared with $584.5 million for 2022.
Net sales were $2,303.5 million for 2024 compared with $2,260.5 million for 2023. The $43.0 million increase was primarily due to higher volumes and contributions from recent acquisitions, partially offset by lower average selling prices as a result of lower published containerboard and boxboard prices. Gross profit was $391.6 million for 2024 compared with $502.5 million for 2023.
Although we have seen some increase in demand for our containerboard products in the U.S. the past two months, we do not see that as an overall inflection point. We expect the prices for steel, old corrugated containers, resin and other direct materials, as well as prices for transportation, labor and utilities, to remain relatively stable through the year.
We expect the prices for steel, old corrugated containers, resin and other direct materials, as well as prices for transportation, labor and utilities, to remain relatively stable through the year.
If the carrying amount exceeds the estimated fair value, we record an impairment of goodwill equal to the amount by which the carrying value exceeds the fair value of the reporting unit, not to exceed the recorded amount of goodwill. 33 Table of Contents The Global Industrial Packaging reportable segment consists of four operating segments: Global Industrial Packaging – North America; Global Industrial Packaging – Latin America; Global Industrial Packaging – Europe, Middle East and Africa; Global Industrial Packaging – Asia Pacific.
If the carrying amount exceeds the estimated fair value, we record an impairment of goodwill equal to the amount by which the carrying value exceeds the fair value of the reporting unit, not to exceed the recorded amount of goodwill.
Accordingly, the gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted or liquidated.
These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between August 10, 2026 and November 3, 2028. 32 Table of Contents Accordingly, the gain or loss on the net investment hedge derivative instruments is included in the foreign currency translation component of other comprehensive income until the net investment is sold, diluted or liquidated.
These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results.
These non-GAAP financial measures should not be considered an alternative or substitute for, and should not be considered superior to, our reported financial results. Accordingly, users of this financial information should not place undue reliance on the non-GAAP financial measures. Change in Fiscal Year We are changing our fiscal year end, effective for the 2025 fiscal year.
Subsequent to October 31, 2023, we entered into additional interest rate swaps with a total notional amount of $250.0 million maturing November 3, 2028, in which we receive variable rate interest payments based on SOFR and in return are obligated to pay interest at a weighted average fixed interest rate of 4.20%. 31 Table of Contents 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.
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.
The following table summarizes the carrying amount of goodwill by reporting unit for the year ended October 31, 2023 and 2022: Goodwill Balance (in millions) October 31, 2023 October 31, 2022 Global Industrial Packaging North America $ 461.6 $ 286.0 Europe, Middle East and Africa 330.0 315.4 Asia Pacific 96.0 95.2 Paper Packaging & Services 805.4 767.9 Total $ 1,693.0 $ 1,464.5 *The Global Industrial Packaging: Latin America and Land Management reporting units have no goodwill balance at either reporting period. 34 Table of Contents Recent Accounting Standards See Note 1 of the Notes to Consolidated Financial Statements included in Item 8 of this Form 10-K for a detailed description of recently issued and newly adopted accounting standards.
If in future years, our reporting units’ actual results are not consistent with our estimates and assumptions used to calculate fair value, we may be required to recognize material impairments to goodwill. 34 Table of Contents The following table summarizes the carrying amount of goodwill by reporting unit for the year ended October 31, 2024 and 2023: Goodwill Balance (in millions) October 31, 2024 October 31, 2023 Global Industrial Packaging North America $ 436.2 $ 461.6 Europe, Middle East and Africa 341.6 330.0 Asia Pacific 96.7 96.0 Ipackchem 273.8 — Paper Packaging & Services 805.4 805.4 Total $ 1,953.7 $ 1,693.0 *The Global Industrial Packaging: Latin America and Land Management reporting units have no goodwill balance at either reporting period.
Adjusted EBITDA was $423.7 million for 2023 compared with $458.2 million for 2022. The $34.5 million decrease was primarily due to the same factors that impacted gross profit, partially offset by lower SG&A expenses.
Adjusted EBITDA was $261.5 million for 2024 compared with $387.9 million for 2023. The $126.4 million decrease was primarily due to the same factors that impacted gross profit and higher SG&A expenses related to recent acquisitions and short-term incentive costs.
The $31.9 million decrease was primarily due to incentive compensation expense reduction. SG&A expenses were 10.5 percent of net sales for 2023 compared with 9.2 percent of net sales for 2022. Financial Measures Operating profit was $605.5 million for 2023 compared with $621.2 million for 2022. Net income was $379.1 million for 2023 compared with $394.0 million for 2022.
The $85.4 million increase was primarily due to recent acquisitions, including amortization costs, short-term incentive costs and costs incurred for strategic investments. SG&A expenses were 11.6 percent of net sales for 2024 compared with 10.5 percent of net sales for 2023. Financial Measures Operating profit was $464.6 million for 2024 compared with $605.5 million for 2023.
See the “Segment Review” below for additional information on gross profit by reportable segment. Gross profit margin was 22.0 percent for 2023 compared to 20.2 percent for 2022. Selling, General and Administrative Expenses Selling, general and administrative (“SG&A”) expenses were $549.1 million for 2023 compared with $581.0 million for 2022.
See the “Segment Review” below for additional information on gross profit by reportable segment. Gross profit margin was 19.7 percent for 2024 compared with 22.0 percent for 2023, primarily impacted by the Paper Packaging & Services segment further explained in the respective segment commentary.
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, debt repayment, potential acquisitions of businesses and other liquidity needs for at least 12 months. 28 Table of Contents Cash Flow Year Ended October 31, (in millions) 2023 2022 Net cash provided by operating activities $ 649.5 $ 657.5 Net cash used in investing activities (670.2) (28.2) Net cash provided by (used in) financing activities 69.7 (531.0) Effects of exchange rates on cash (15.2) (75.8) Net increase in cash and cash equivalents 33.8 22.5 Cash and cash equivalents at beginning of year 147.1 124.6 Cash and cash equivalents at end of year $ 180.9 $ 147.1 Operating Activities The $89.7 million decrease in accounts receivable to $659.4 million as of October 31, 2023 from $749.1 million as of October 31, 2022 was primarily due to decreases in net sales.
Cash Flow Year Ended October 31, (in millions) 2024 2023 Net cash provided by operating activities $ 356.0 $ 649.5 Net cash used in investing activities (658.3) (670.2) Net cash provided by financing activities 324.3 69.7 Effects of exchange rates on cash (5.2) (15.2) Net increase in cash and cash equivalents 16.8 33.8 Cash and cash equivalents at beginning of year 180.9 147.1 Cash and cash equivalents at end of year $ 197.7 $ 180.9 Operating Activities During 2024 and 2023, cash (used in) provided by change in accounts receivable was $(43.4) million and $130.3 million, respectively.
Adjusted EBITDA was $386.2 million for 2023 compared with $450.5 million for 2022. The $64.3 million decrease was primarily due to the same factors that impacted gross profit, partially offset by lower SG&A expenses. Land Management As of October 31, 2023, our Land Management reportable segment consisted of approximately 175,000 acres of timber properties in the southeastern United States.
Land Management As of October 31, 2024, our Land Management reportable segment consisted of approximately 175,000 acres of timber properties in the southeastern United States.
Net sales were $2,936.8 million for 2023 compared with $3,652.4 million for 2022. The $715.6 million decrease in net sales was primarily due to lower volumes, lower average selling prices as a result of contractual price adjustment mechanisms, the $148.8 million impact to net sales resulting from the FPS Divestiture and negative foreign currency translation impacts.
The $187.5 million increase in net sales was primarily due to contributions from recent acquisitions, higher volumes and higher average selling prices, partially offset by negative foreign currency translation impacts. Gross profit was $669.4 million for 2024 compared with $634.4 million for 2023. The $35.0 million increase in gross profit was primarily due to contributions from recent acquisitions.
Removed
The $1,130.9 million decrease was primarily due to lower average selling prices and lower volumes across the Global Industrial Packaging segment and the Paper Packaging & Services segment and the $148.8 million impact to net sales resulting from the sale of our approximately 50% equity interest in the Flexible Products & Services business in the second quarter of 2022 (the “FPS Divestiture”).
Added
Through our focus on continuous improvement on safety, people, mindset and culture, we have accelerated our processes to Greif Business System 2.0. We believe this System increases our ability to quickly scale and implement innovation, initiatives and best practices on a global basis. In turn, we expect this to facilitate improved productivity, efficiency and value creation.
Removed
We continue to actively monitor the impact and consequences of the Russian invasion of Ukraine. As of October 31, 2023, our operations in Russia account for approximately 4 percent of our net sales, approximately 9 percent of our operating profit and approximately 2 percent of our total assets.
Added
Our 2025 fiscal year will begin on November 1, 2024 and end on September 30, 2025, and accordingly, will consist of eleven months. Our fourth fiscal quarter of 2025 will be the two months ending September 30, 2025. Thereafter, our fiscal year will begin on October 1 and end on September 30 of the following year.
Removed
The foregoing discussion of 2024 trends in our businesses does not consider the impact of our proposed acquisition of Ipackchem. See Item 1(g) of this Form 10-K, Recent Events - Proposed Acquisition of Ipackchem, for information concerning this proposed acquisition.
Added
Change in Reportable Segments Information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations includes the financial results in our three reportable segments: Global Industrial Packaging (“GIP”); Paper Packaging & Services; and Land Management. Beginning with our first fiscal quarter of 2025, we implemented changes to our reporting structure, moving to a material solution-based structure.
Removed
Operating profit was $334.3 million for 2023 compared with $313.7 million for 2022.
Added
We believe this structure will enable us to more efficiently utilize our robust scale and global network of facilities, align operations to capitalize on our deep subject matter expertise, enable further innovation and growth, 21 Table of Contents and optimize cross-selling and margin expansion opportunities. This internal re-alignment has resulted in a change in our reportable segments.
Removed
The $20.6 million increase was primarily due to the $62.4 million non-cash impairment charge during the first quarter of 2022 related to the FPS Divestiture, a $9.8 million gain recognized on our previously held minority ownership interest in Centurion and lower SG&A expenses, partially offset by the same factors that impacted gross profit.
Added
Starting November 1, with the first fiscal quarter of 2025, we will report our financial results in four reportable segments: Customized Polymer Solutions; Durable Metal Solutions; Sustainable Fiber Solutions; and Integrated Solutions.
Removed
The $82.0 million decrease in gross profit was primarily due to the same factors that impacted net sales, partially offset by lower old corrugated container and other raw material input costs, as well as lower transportation and labor costs. Gross profit margin increased to 22.2 percent in 2023 from 21.8 percent in 2022.
Added
The products and services included in each of these reportable segments are as follows: • Customized Polymer Solutions : Operations in the Customized Polymer Solutions reportable segment involve the production and sale of a comprehensive line of polymer based packaging products, such as plastic drums, rigid intermediate bulk containers and small plastics.
Removed
Operating profit was $264.1 million for 2023 compared with $298.5 million for 2022.
Added
Our polymer-based packaging products and services are sold on a global basis to customers in industries such as chemicals, food and beverage, agricultural, pharmaceutical and mineral products, among others. • Durable Metal Solutions : Operations in the Durable Metal Solutions reportable segment involve the production and sale of metal-based packaging products, including a wide variety of steel drums.
Removed
The $19.3 million decrease in income tax expense for 2023 was primarily attributable to a decrease in pre-tax earnings in 2023, as well as an increase in tax benefit of $5.4 million related to a net decrease in valuation allowances, including releases of valuation allowances.
Added
Our metal-based packaging products are sold on a global basis to customers in industries such as chemicals, petroleum, agriculture and paints and coatings, among others. • Sustainable Fiber Solutions : Operations in the Sustainable Fiber Solutions reportable segment involve the production and sale of fiber-based packaging products, including fiber drums, containerboard, corrugated sheets, corrugated containers, tubes and cores and specialty partitions made from both containerboard, uncoated recycled board and coated recycled board.
Removed
These reductions to income tax expense were offset by a decrease in tax benefit of uncertain tax position of $6.9 million, primarily driven by lapses in the statute of limitations. Additionally, in 2022 we recognized a net book loss of $58.6 million related to the FPS Divestiture and disposal of other businesses for which limited tax benefits were available.
Added
Our fiber-based packaging products are sold in North America in industries such as packaging, automotive, construction, food and beverage and building products.
Removed
The $64.7 million decrease in inventories to $338.6 million as of October 31, 2023 from $403.3 million as of October 31, 2022 was primarily due to decreases in raw material prices and decreased purchases, in line with decreased demand.
Added
In addition, this reportable segment is involved in the management and sale of timber, timberland and special use properties in the southeastern United States. • Integrated Solutions : Operations in the Integrated Solutions reportable segment involve the production and sale of complimentary packaging products, such as paints, linings and closure systems for industrial packaging products and related services, such as container life cycle management.
Removed
During 2023, we borrowed $257.0 million of long-term debt, net of proceeds. During 2022, we paid down $189.4 million of long-term debt, net of proceeds and we paid $20.8 million of debt extinguishment charges and debt issuance costs related to our debt refinancing.
Added
In addition, this reportable segment is involved in the purchase and sale of recycled fiber and the production and sale of adhesives used in our paperboard products.
Removed
During 2023, we paid $63.9 million for the Stock Repurchase Program, as further defined below in Other Liquidity Considerations.
Added
The $229.5 million increase was primarily due to contributions from recent acquisitions and higher volumes across the Global Industrial Packaging segment and the Paper Packaging & Services segment, respectively, partially offset by lower prices in the Paper Packaging & Services segment due to lower published pricing indices.
Removed
We are actively monitoring the foreign exchange hedges market and may execute new foreign currency forward contracts as appropriate. Subsequent to October 31, 2023, we entered into additional foreign currency forward contract in the notional amount of $268.0 million maturing February 29, 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

9 edited+1 added−1 removed4 unchanged
Biggest changeThe geographic presence of our operations mitigates this exposure to some degree. Additionally, our transaction exposure is somewhat limited because we produce and sell a majority of our products in local currency within most countries in which we operate.
Biggest changeAdditionally, our transaction exposure is somewhat limited because we produce and sell a majority of our products in local currency within most countries in which we operate. 35 Table of Contents As of October 31, 2024 and 2023 we had outstanding foreign currency forward contracts in the notional amount of $74.1 million and $66.0 million, respectively.
Conversely, if the U.S. dollar weakened by 10 percent, the fair value of these instruments would decrease by $0.4 million to a net liability of $0.4 million. Commodity Price Risk We purchase commodities such as steel, resin, containerboard, pulpwood and energy. We do not currently engage in material hedging of these commodities. 35 Table of Contents
Conversely, if the U.S. dollar weakened by 10 percent, the fair value of these instruments would decrease by $2.5 million to a net liability of $2.4 million. Commodity Price Risk We purchase commodities such as steel, resin, containerboard, pulpwood and energy. We do not currently engage in material hedging of these commodities. 36 Table of Contents
We do not enter into financial instruments for trading or speculative purposes. The interest rate swap agreements have been entered into to manage our exposure to variability in interest rates. We have various interest rate swaps with a total notional amount of $1,300.0 million, maturing between March 11, 2024 and July 16, 2029.
We do not enter into financial instruments for trading or speculative purposes. The interest rate swap agreements have been entered into to manage our exposure to variability in interest rates. We have various interest rate swaps with a total notional amount of $1,400.0 million, maturing between March 1, 2027 and July 16, 2029.
Gains on the cross currency swap agreement was recorded in interest expense for the amount of $5.1 million, $5.8 million and $2.2 million for the years ended October 31, 2023, 2022 and 2021, respectively. Currency Risk As a result of our international operations, our operating results are subject to fluctuations in currency exchange rates.
Gains on the cross currency swap agreement was recorded in interest expense for the amount of $6.4 million, $5.1 million and $5.8 million for the years ended October 31, 2024, 2023 and 2022, respectively. Currency Risk As a result of our international operations, our operating results are subject to fluctuations in currency exchange rates.
A sensitivity analysis (with respect only to these instruments) to changes in the foreign currencies hedged indicates that if the U.S. dollar strengthened by 10 percent, the fair value of these instruments would increase by $0.5 million to a net asset of $0.5 million.
A sensitivity analysis (with respect only to these instruments) to changes in the foreign currencies hedged indicates that if the U.S. dollar strengthened by 10 percent, the fair value of these instruments would increase by $2.3 million to a net asset of $2.3 million.
We receive variable interest rate payments based upon one-month U.S. dollar SOFR, and in return are obligated to pay interest at a weighted average fixed interest rate of 2.62%, plus a spread.
We receive variable interest rate payments based upon one-month U.S. dollar SOFR, and in return are obligated to pay interest at a weighted average fixed interest rate of 2.97%.
Gains (losses) reclassified to earnings under these interest rate swaps were recorded in the amount of $28.5 million, $(8.4) million and $(18.1) million for the years ended October 31, 2023, 2022 and 2021, respectively. We have various cross currency interest rate swaps that synthetically swap $319.3 million of fixed rate debt to Euro denominated fixed rate debt.
Gains (losses) reclassified to earnings under these interest rate swaps were recorded in the amount of $34.8 million, $28.5 million and $(8.4) million for the years ended October 31, 2024, 2023 and 2022, respectively. We have various cross currency interest rate swaps that synthetically swap $447.6 million of fixed rate debt to Euro denominated fixed rate debt.
We receive a weighted average rate of 1.39%. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between March 2, 2024 and October 5, 2026.
We receive a weighted average rate of 1.27%. These agreements are designated as either net investment hedges or cash flow hedges for accounting purposes and will mature between August 10, 2026 and November 3, 2028.
These contracts resulted in realized gains (losses) recorded in other expense, net of $1.2 million, $(6.2) million and $0.4 million for the years ended October 31, 2023, 2022 and 2021, respectively.
The purpose of these contracts is to hedge our exposure to foreign currency transactions and short-term intercompany loan balances in our international businesses. These contracts resulted in realized gains (losses) recorded in other expense, net of $1.0 million, $1.2 million and $(6.2) million for the years ended October 31, 2024, 2023 and 2022, respectively.
Removed
As of October 31, 2023 and 2022 we had outstanding foreign currency forward contracts in the notional amount of $66.0 million and $132.1 million, respectively. The purpose of these contracts is to hedge our exposure to foreign currency transactions and short-term intercompany loan balances in our international businesses.
Added
The geographic presence of our operations mitigates this exposure to some degree.

Other GEF 10-K year-over-year comparisons