Friday, July 1 2022

GENERAL

The terms "Greif," "our company," "we," "us" and "our" as used in this
discussion refer to Greif, Inc. and its subsidiaries. Our fiscal year begins on
November 1 and ends on October 31 of the following year. Any references in
unaudited interim condensed consolidated financial statements included in the
Quarterly Report on Form 10-Q ("this Form 10-Q") 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.

The discussion and analysis presented below relates to the material changes in
financial condition and results of operations for our interim condensed
consolidated balance sheets as of April 30, 2022 and October 31, 2021, and for
the interim condensed consolidated statements of income for the three and six
months ended April 30, 2022 and 2021. This discussion and analysis should be
read in conjunction with the interim condensed consolidated financial statements
that appear elsewhere in this Form 10-Q and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our
Annual Report on Form 10-K for the fiscal year ended October 31, 2021 (the "2021
Form 10-K"). Readers are encouraged to review the entire 2021 Form 10-K, as it
includes information regarding Greif not discussed in this Form 10-Q. This
information will assist in your understanding of the discussion of our current
period financial results.

All statements, other than statements of historical facts, included in this
Form 10-Q, including without limitation, statements regarding our future
financial position, business strategy, budgets, projected costs, goals, trends,
and plans and objectives of management for future operations, are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. Forward-looking statements generally can be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "aspiration," "objective," "project," "believe,"
"continue," "on track" or "target" or the negative thereof or variations thereon
or similar terminology. All forward-looking statements made in this Form 10-Q
are based on assumptions, expectations and other information currently available
to management. Although we believe that the expectations reflected in
forward-looking statements have a reasonable basis, we can give no assurance
that these expectations will prove to be correct.

Forward-looking statements are subject to risks and uncertainties that could
cause our actual results to differ materially from those forecasted, projected
or anticipated, whether expressed in or implied by the statements. Such risks
and uncertainties that might cause a difference include, but are not limited to,
the following: (i) historically, our business has been sensitive to changes in
general economic or business conditions, (ii) our global operations subject us
to political risks, instability and currency exchange that could adversely
affect our results of operations, (iii) the COVID-19 pandemic could continue to
impact any combination of our business, financial condition, results of
operations and cash flows, (iv) the current and future challenging global
economy and disruption and volatility of the financial and credit markets may
adversely affect our business, (v) the continuing consolidation of our customer
base and suppliers may intensify pricing pressure, (vi) we operate in highly
competitive industries, (vii) our business is sensitive to changes in industry
demands and customer preferences, (viii) raw material, price fluctuations,
global supply chain disruptions and inflation may adversely impact our results
of operations, (ix) energy and transportation price fluctuations and shortages
may adversely impact our manufacturing operations and costs, (x) the frequency
and volume of our timber and timberland sales will impact our financial
performance, (xi) we may not successfully implement our business strategies,
including achieving our growth objectives, (xii) we may encounter difficulties
or liabilities arising from acquisitions or divestitures, (xiii) we may incur
additional restructuring costs and there is no guarantee that our efforts to
reduce costs will be successful, (xiv) several operations are conducted by joint
ventures that we cannot operate solely for our benefit, (xv) certain of the
agreements that govern our joint ventures provide our partners with put or call
options, (xvi) our ability to attract, develop and retain talented and qualified
employees, managers and executives is critical to our success, (xvii) our
business may be adversely impacted by work stoppages and other labor relations
matters, (xviii) we may be subject to losses that might not be covered in whole
or in part by existing insurance reserves or insurance coverage and general
insurance premium and deductible increases, (xix) our business depends on the
uninterrupted operations of our facilities, systems and business functions,
including our information technology and other business systems, (xx) a security
breach of customer, employee, supplier or our information and data privacy risks
and costs of compliance with new regulations may have a material adverse effect
on our business, financial condition, results of operations and cash flows,
(xxi) we could be subject to changes to our tax rates, the adoption of new U.S.
or foreign tax legislation or exposure to additional tax liabilities, (xxii)
full realization of our deferred tax assets may be affected by a number of
factors, (xxiii) we have a significant amount of goodwill and long-lived assets
which, if impaired in the future, would adversely impact our results of
operations, (xxiv) our pension and post-retirement plans are underfunded and
will require future cash contributions, and our required future cash
contributions could be higher than we expect, each of which could have a
material adverse effect on our financial condition and liquidity, (xxv)
legislation/regulation related to environmental and health and safety matters
and corporate social responsibility could negatively impact our operations and
financial performance, (xxvi) product liability claims and other legal
proceedings could adversely affect our operations and financial performance,
(xxvii) we may incur fines or penalties, damage to our reputation or other
adverse consequences if our employees, agents or business partners violate, or
are alleged to have violated, anti-bribery, competition or other laws, (xxviii)
changing climate, global climate change regulations and greenhouse gas effects
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may adversely affect our operations and financial performance, (xxix) we may be
unable to achieve our greenhouse gas emission reduction targets by 2030. The
risks described above are not all-inclusive, and given these and other possible
risks and uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results. For a detailed
discussion of the most significant risks and uncertainties that could cause our
actual results to differ materially from those forecasted, projected or
anticipated, see "Risk Factors" in Part I, Item 1A of our most recently filed
Form 10-K and our other filings with the Securities and Exchange Commission. All
forward-looking statements made in this Form 10-Q are expressly qualified in
their entirety by reference to such risk factors. Except to the limited extent
required by applicable law, we undertake no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

OVERVIEW

Business Segments

We operate in three reportable business segments: Global industrial packaging;
Paper packaging and services; and land management.

In the Global Industrial Packaging segment, we are a leading global producer of
industrial packaging products, such as steel, fibre and plastic drums, rigid
intermediate bulk containers, closure systems for industrial packaging products,
transit protection products, water bottles and remanufactured and reconditioned
industrial containers, and services, such as container life cycle management,
filling, logistics, warehousing and other packaging services. We sell our
industrial packaging products on a global basis to customers in industries such
as chemicals, paints and pigments, food and beverage, petroleum, industrial
coatings, agriculture, pharmaceutical and minerals, among others.

In the Paper Packaging & Services segment, we produce and sell containerboard,
corrugated sheets, corrugated containers, and other corrugated products to
customers in North America in industries such as packaging, automotive, food and
building products. Our corrugated container products are used to ship such
diverse products as home appliances, small machinery, grocery products,
automotive components, books and furniture, as well as numerous other
applications. We also produce and sell coated recycled paperboard and uncoated
recycled paperboard, some of which we use to produce and sell products (tubes
and cores, construction products, and protective packaging), which ultimately
serve both industrial and consumer markets. In addition, we purchase and sell
recycled fiber, and we also produce and sell adhesives.

In the Land Management 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, higher and better use ("HBU") land and
development land. As of April 30, 2022, we owned approximately 175,000 acres of
timber property in the southeastern United States, which includes 18,800 acres
of special use land.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon our interim condensed consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these interim
condensed consolidated financial statements, in accordance with these
principles, require us to make estimates and assumptions that affect the
reported amount of assets and liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities as of the date of our interim
condensed consolidated financial statements.

Our critical accounting policies are discussed in Part II, Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations of the
2021 Form 10-K. We believe that the consistent application of these policies
enables us to provide readers of the interim condensed consolidated financial
statements with useful and reliable information about our results of operations
and financial condition. There have been no material changes to our critical
accounting policies from the disclosures contained in the 2021 Form 10-K.

Recently issued and newly adopted accounting standards

See Note 1 to the interim condensed consolidated financial statements included
in Item 1 of this Form 10-Q for a detailed description of recently issued and
newly adopted accounting standards.

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RESULTS OF OPERATIONS

The following comparative information is presented for the three and six months
ended April 30, 2022 and 2021. Historical revenues and earnings may or may not
be representative of future operating results as a result of various economic
and other factors.

Items that could have a significant impact on the financial statements include
the risks and uncertainties listed in Part I, Item 1A - Risk Factors, of the
2021 Form 10-K. Actual results could differ materially using different estimates
and assumptions, or if conditions are significantly different in the future.

The non-GAAP financial measures of EBITDA and Adjusted EBITDA are used
throughout the following discussion of our results of operations, both for our
consolidated and segment results. 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
expense, and Adjusted EBITDA is defined as EBITDA plus restructuring charges,
plus integration related costs, plus non-cash asset impairment charges, plus
non-cash pension settlement charges, plus incremental COVID-19 costs, net, plus
loss (gain) on disposal of properties, plants, equipment and businesses, net,
less timberland gains, net. Since we do not calculate net income by business
segment, EBITDA and Adjusted EBITDA by business segment are reconciled to
operating profit by business segment. In that case, EBITDA is defined as
operating profit by business segment less non-cash pension settlement charges,
less other (income) expense, net, less equity earnings of unconsolidated
affiliates, net of tax, plus depreciation, depletion and amortization expense
for that business segment, and Adjusted EBITDA is defined as EBITDA plus any
restructuring charges, plus integration related costs, plus non-cash asset
impairment charges, plus non-cash pension settlement charges, plus incremental
COVID-19 costs, net, plus (gain) loss on disposal of properties, plants,
equipment and businesses, net, less timberlands gains, net, for that business
segment.

We use EBITDA and Adjusted EBITDA as financial measures to evaluate our
historical and ongoing operations and believe that these non-GAAP financial
measures are useful to enable investors to perform meaningful comparisons of our
historical and current performance. In addition, we present our U.S. and
non-U.S. income before income taxes after eliminating the impact of
restructuring charges, integration related costs, non-cash asset impairment
charges, non-cash pension settlement charges, incremental COVID-19 costs, net
and (gain) loss on disposal of properties, plants, equipment and businesses,
net, timberland gains, net, which are non-GAAP financial measures. We believe
that excluding the impact of these adjustments enables investors to perform a
meaningful comparison of our current and historical performance that investors
find valuable. The foregoing non-GAAP financial measures are intended to
supplement, and should be read together with, our 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.


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Second quarter results

The following table sets forth the net sales, operating profit, EBITDA and
Adjusted EBITDA for each of our business segments for the three months ended
April 30, 2022 and 2021:

                                  Three Months Ended
                                      April 30,
(in millions)                    2022           2021
Net sales:
Global Industrial Packaging   $   971.7      $   798.0
Paper Packaging & Services        689.3          537.0
Land Management                     6.3            5.6
Total net sales               $ 1,667.3      $ 1,340.6
Operating profit:
Global Industrial Packaging   $   108.0      $    76.4
Paper Packaging & Services         80.1           27.3
Land Management                     2.0           96.9
Total operating profit        $   190.1      $   200.6
EBITDA:
Global Industrial Packaging   $   131.8      $    95.1
Paper Packaging & Services        115.3           64.1
Land Management                     2.7           97.6
Total EBITDA                  $   249.8      $   256.8
Adjusted EBITDA:
Global Industrial Packaging   $   130.9      $   106.2
Paper Packaging & Services        117.4           68.3
Land Management                     2.7            2.1
Total Adjusted EBITDA         $   251.0      $   176.6



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The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net
income and operating profit, for our consolidated results for the three months
ended April 30, 2022 and 2021:

                                                                             Three Months Ended
                                                                                  April 30,
(in millions)                                                              2022                 2021
Net income                                                           $    126.7             $   154.0
Plus: interest expense, net                                                13.2                  26.7
Plus: debt extinguishment charges                                          25.4                     -
Plus: income tax expense                                                   29.9                  17.3
Plus: depreciation, depletion and amortization expense                     54.6                  58.8
EBITDA                                                               $    249.8             $   256.8
Net income                                                           $    126.7             $   154.0
Plus: interest expense, net                                                13.2                  26.7
Plus: income tax expense                                                   29.9                  17.3
Plus: non-cash pension settlement charges                                     -                   0.1
Plus: debt extinguishment charges                                          25.4                     -
Plus: other (income) expense, net                                          (4.4)                  2.8
Plus: equity earnings of unconsolidated affiliates, net of tax             (0.7)                 (0.3)
Operating profit                                                          190.1                 200.6
Less: non-cash pension settlement charges                                     -                   0.1
Less: other (income) expense, net                                          (4.4)                  2.8
Less: equity earnings of unconsolidated affiliates, net of tax             (0.7)                 (0.3)
Plus: depreciation, depletion and amortization expense                     54.6                  58.8
EBITDA                                                                    249.8                 256.8
Plus: restructuring charges                                                 3.7                  12.0
Less: timberland gains                                                        -                 (95.7)
Plus: integration related costs                                             2.0                   1.8
Plus: non-cash asset impairment charges                                       -                   0.2
Plus: non-cash pension settlement charges                                     -                   0.1
Plus: incremental COVID-19 costs, net                                         -                   1.2
Plus: (gain) loss on disposal of properties, plants, equipment, and
businesses, net                                                            (4.5)                  0.2
Adjusted EBITDA                                                      $    251.0             $   176.6



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The following table presents the EBITDA and Adjusted EBITDA of our business segments, reconciled to the operating profit of each segment, for the three months ended April 30, 2022 and 2021:

                                                                            Three Months Ended
                                                                                 April 30,
(in millions)                                                             2022                 2021
Global Industrial Packaging
Operating profit                                                    $    108.0             $    76.4
Less: other (income) expense, net                                         (4.3)                  2.8
Less: equity earnings of unconsolidated affiliates, net of tax            (0.7)                 (0.3)
Plus: depreciation and amortization expense                               18.8                  21.2
EBITDA                                                                   131.8                  95.1
Plus: restructuring charges                                                2.7                  10.2

Plus: non-cash asset impairment charges                                      -                   0.2
Plus: incremental COVID-19 costs, net                                        -                   0.5
Plus: (gain) loss on disposal of properties, plants, equipment, and
businesses, net                                                           (3.6)                  0.2
Adjusted EBITDA                                                     $    130.9             $   106.2
Paper Packaging & Services
Operating profit                                                    $     80.1             $    27.3
Less: non-cash pension settlement charges                                    -                   0.1
Less: other income, net                                                   (0.1)                    -
Plus: depreciation and amortization expense                               35.1                  36.9
EBITDA                                                                   115.3                  64.1
Plus: restructuring charges                                                1.0                   1.7
Plus: integration related costs                                            2.0                   1.8
Plus: non-cash pension settlement charges                                    -                   0.1
Plus: incremental COVID-19 costs, net                                        -                   0.7
Plus: gain on disposal of properties, plants, equipment, and
businesses, net                                                           (0.9)                 (0.1)
Adjusted EBITDA                                                     $    117.4             $    68.3
Land Management
Operating profit                                                    $      2.0             $    96.9
Plus: depreciation, depletion and amortization expense                     0.7                   0.7
EBITDA                                                                     2.7                  97.6
Plus: restructuring charges                                                  -                   0.1
Less: timberland gains                                                       -                 (95.7)
Plus: loss on disposal of properties, plants, equipment, and
businesses, net                                                              -                   0.1
Adjusted EBITDA                                                     $      2.7             $     2.1


Net Sales

Net sales were $1,667.3 million for the second quarter of 2022 compared with
$1,340.6 million for the second quarter of 2021. The $326.7 million increase was
primarily due to higher average sale prices and higher published containerboard
and boxboard prices across the Global Industrial Packaging and the Paper
Packaging & Services segments, respectively. See the "Segment Review" below for
additional information on net sales by segment for the second quarter of 2022.

Gross profit

Gross profit was $338.7 million for the second quarter of 2022 compared with
$265.9 million for the second quarter of 2021. The increase was primarily due to
the same factors that impacted net sales, partially offset by higher raw
material costs. See the "Segment Review" below for additional information on
gross profit by segment. Gross profit margin was 20.3 and 19.8 percent for the
second quarter of 2022 and 2021, respectively.

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Selling, general and administrative expenses

Selling, general and administrative ("SG&A") expenses were $147.4 million for
the second quarter of 2022 and $146.8 million for the second quarter of 2021.
SG&A expenses were 8.8 percent and 11.0 percent of net sales for the second
quarter of 2022 and 2021, respectively.

Financial measures

Operating profit was $190.1 million for the second quarter of 2022 compared with
$200.6 million for the second quarter of 2021. Net income was $126.7 million for
the second quarter of 2022 compared with $154.0 million for the second quarter
of 2021. Adjusted EBITDA was $251.0 million for the second quarter of 2022
compared with $176.6 million for the second quarter of 2021. The reasons for the
changes in operating profit, net income, and Adjusted EBITDA for each segment
are described below in the "Segment Review."

Tendencies

We anticipate that overall customer demand for our products will continue to be
stable, although inflation, supply chain disruptions, labor shortages,
increasing interest rates and Covid-19 related matters may negatively impact
some of our customers. Global steel prices are forecasted to continue to decline
at a moderate pace. Resin and old corrugated container ("OCC") prices are
expected to remain stable for the remainder of the year, with OCC prices
slightly increasing during the fourth quarter. Further, we anticipate other
direct materials, transportation, labor and energy to continue to see
inflationary pressure through the year.

The foregoing is subject to the impact and consequences of the invasion of
Ukraine by Russia. As described in Part I, Item 1A - Risk Factors, of the 2021
Form 10-K, our global operations subject us to general economic and business
conditions and political, social, economic and labor instability, including war,
invasion and civil disturbance, that could adversely affect our business and
results of operations. In addition, 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, our operations in
Russia account for approximately 3% of our total sales and approximately 1% of
our total assets. We will continue to actively monitor this situation.

Sector review

Global industrial packaging

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

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

•Costs of raw materials, mainly steel, resin, corrugated cardboard and used industrial packaging to be reconditioned;

• Energy and transport costs;

• Benefits from running the Greif Business System;

•Restructuring charges;

•Acquisition of businesses and facilities;

• Disposal of businesses and facilities; and

• Impact of foreign currency conversion.

Net sales were $971.7 million for the second quarter of 2022 compared with
$798.0 million for the second quarter of 2021. The $173.7 million increase in
net sales was primarily due to higher average selling prices and product mix,
partially offset by lower volumes.

Gross profit was $185.3 million for the second quarter of 2022 compared with
$170.1 million for the second quarter of 2021. The $15.2 million increase in
gross profit was primarily due to the same factors that impacted net sales,
partially offset by

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higher raw material costs. Gross profit margin was 19.1% and 21.3% for the three months ended April 30, 2022 and 2021, respectively.

Operating profit was $108.0 million for the second quarter of 2022 compared with
operating profit of $76.4 million for the second quarter of 2021. The
$31.6 million increase is primarily due to the same factors that impacted gross
profit. Adjusted EBITDA was $130.9 million for the second quarter of 2022
compared with $106.2 million for the second quarter of 2021. The $24.7 million
increase in Adjusted EBITDA was primarily due to the same factors that impacted
gross profit.

Paper Packaging & Services

Our Paper Packaging & Services segment produces and sells containerboard,
corrugated sheets, corrugated containers, and other corrugated products to
customers in North America in industries such as packaging, automotive, food and
building products. Our corrugated container products are used to ship such
diverse products as home appliances, small machinery, grocery products,
automotive components, books and furniture, as well as numerous other
applications. We also produce and sell coated recycled paperboard and uncoated
recycled paperboard, some of which we use to produce and sell products (tubes
and cores, construction products, and protective packaging), which ultimately
serve both industrial and consumer markets. In addition, we purchase and sell
recycled fiber, and we also produce and sell adhesives. Key factors influencing
profitability in the Paper Packaging & Services segment are:

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

•Costs of raw materials, mainly old corrugated cardboard containers;

• Energy and transport costs;

• Benefits from running the Greif Business System;

•Acquisition of businesses and facilities;

•Restructuring charges; and

• Disposal of businesses and facilities.

Net sales were $689.3 million for the second quarter of 2022 compared with
$537.0 million for the second quarter of 2021. The $152.3 million increase was
primarily due to higher volumes and higher published containerboard and boxboard
prices.

The gross profit was $150.8 million for the second quarter of 2022 compared to
$93.9 million for the second quarter of 2021. The $56.9 million The increase in gross margin was primarily due to the same factors that impacted net sales, partially offset by higher raw material, transportation, labor and utility costs. Gross profit margin was 21.9% and 17.5% for the second quarters of 2022 and 2021, respectively.

Operating profit was $80.1 million for the second quarter of 2022 compared with
$27.3 million for the second quarter of 2021. The increase was primarily due to
the same factors as that impacted gross profit. Adjusted EBITDA was $117.4
million for the second quarter of 2022 compared with $68.3 million for the
second quarter of 2021. The $49.1 million increase in Adjusted EBITDA was
primarily due to the same factors that impacted gross profit.

land management

From April 30, 2022our land management segment included approximately 175,000 acres of forest properties in the southeast United States. The main factors influencing the profitability of the Land Management segment are:

•Expected level of timber sales;

•Sale price and customer demand;

• Gains on the sale of exploitable forest land; and

•Gains on the disposal of properties under development, surplus and HBU (“special purpose properties”).

Net sales were $6.3 million for the second quarter of 2022 compared to $5.6 million for the second quarter of 2021.

The gross profit was $2.6 million for the second quarter of 2022 compared to $1.9 million for the second quarter of 2021.

Operating profit decreased to $2.0 million for the second quarter of 2022 compared to $96.9 million for the second quarter of 2021. During the second quarter of 2021, we completed the sale of approximately 69,200 acres of timberland in the Southwest

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Alabama (the “Timberland 2021 Sale”) which resulted in timberland gains of $95.7 million. Adjusted EBITDA was $2.7 million and $2.1 million for the second quarter of 2022 and 2021, respectively.

In order to maximize the value of our timber property, we continue to review our
current portfolio and explore the development of certain of these properties.
This process has led us to characterize our property as follows:

• Surplus property, meaning land that we cannot effectively or efficiently manage, whether due to parcel size, lack of productivity, location, access limitations or for other reasons;

•HBU property, ie land which, in its current state, has a higher market value for uses other than the cultivation and sale of timber;

•Development property, ie HBU land which, with additional investment, may have a market value significantly above its HBU market value; and

• Core timberland, ie the land best suited to growing and selling timber.

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. All HBU and development property, together with surplus property, is
used to productively grow and sell timber until the property is sold.

Whether timberland has a higher value for uses other than growing and selling
timber is a determination based upon several variables, such as proximity to
population centers, anticipated population growth in the area, the topography of
the land, aesthetic considerations, including access to lakes or rivers, the
condition of the surrounding land, availability of utilities, markets for timber
and economic considerations both nationally and locally. Given these
considerations, the characterization of land is not a static process, but
requires an ongoing review and re-characterization as circumstances change.

From April 30, 2022we had approximately 18,800 acres of special use property in United States.

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income tax expense

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

Income tax expense for the second quarter of 2022 was $29.9 million on
$155.9 million of pretax income and income tax expense for the second quarter of
2021 was $17.3 million on $171.0 million of pretax income. The quarterly
increase in income tax expense in 2022 was primarily attributable to an increase
in pre-tax earnings, excluding the gain on the 2021 Timberland Sale and the gain
on sale of the FPS Divestiture (as defined in the next section), the tax impact
of which were recognized discretely. Changes in the expected mix of earnings
among tax jurisdictions, including jurisdictions for which valuation allowances
have been recorded, as well as the timing of recognition of the related tax
expense under ASC 740-270 also contributed to the increase in tax expense in
2022. Favorable discrete items increased in 2022 resulting in an additional net
$2.3 million tax benefit compared to 2021. A net $8.6 million tax decrease was
recognized related to certain assumptions regarding capital losses that are
expected to offset capital gains resulting from the 2021 Timberland Sale. This
decrease was offset by an increase in tax expense of $4.9 million, resulting
from the recognition of certain state basis differences, foreign and U.S. state
tax rate changes and withholding taxes accruals, and an increase in tax expense
of $1.4 million related to other miscellaneous items. Additionally, a
$4.4 million book gain was recorded in the quarter related to the disposal of
business, which there is expected to be no tax impact.

We are subject to audits by U.S. federal, state and local tax authorities and
foreign tax authorities. We believe that adequate provisions have been made for
any adjustments that may result from tax examinations. However, the outcome of
tax audits cannot be predicted with certainty. If any issues addressed in the
tax audits are resolved in a manner not consistent with management's
expectations, we could be required to adjust our provision for income taxes in
the period such resolution occurs.

The estimated net decrease in unrecognized tax benefits for the next 12 months
ranges from zero to $8.0 million. Actual results may differ materially from this
estimate.

Other changes in comprehensive income

Foreign Currency Conversion

In accordance with ASC 830, "Foreign Currency Matters," the assets and
liabilities denominated in a foreign currency are translated into United States
Dollars at the rate of exchange existing at the end of the current period, and
revenues and expenses are translated at average exchange rates over the month in
which they are incurred. The cumulative translation adjustments, which represent
the effects of translating assets and liabilities of our international
operations, are presented in the interim condensed consolidated statements of
changes in equity in accumulated other comprehensive income (loss). On April 1,
2022, we completed the divestment of our approximately 50% equity interest in
the Flexible Products and Services business (the "FPS Divestiture"). From this
transaction, $113.1 million of foreign currency translation adjustment was
released.

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Results since the beginning of the year

The following table sets forth the net sales, operating profit, EBITDA and
Adjusted EBITDA for each of our business segments for the six months ended
April 30, 2022 and 2021:

                                   Six Months Ended
                                      April 30,
(in millions)                    2022           2021
Net sales:
Global Industrial Packaging   $ 1,920.8      $ 1,457.3
Paper Packaging & Services      1,299.3        1,017.9
Land Management                    11.5           11.9
Total net sales               $ 3,231.6      $ 2,487.1
Operating profit:
Global Industrial Packaging   $   139.0      $   130.4
Paper Packaging & Services        118.4           41.6
Land Management                     4.7           98.6
Total operating profit        $   262.1      $   270.6
EBITDA:
Global Industrial Packaging   $   182.8      $   170.9
Paper Packaging & Services        191.5          107.0
Land Management                     6.2          100.4
Total EBITDA                  $   380.5      $   378.3
Adjusted EBITDA:
Global Industrial Packaging   $   245.1      $   185.7
Paper Packaging & Services        197.9          124.4
Land Management                     4.8            5.0
Total Adjusted EBITDA         $   447.8      $   315.1



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The following table sets forth EBITDA and Adjusted EBITDA, reconciled to net
income and operating profit, for our consolidated results for the six months
ended April 30, 2022 and 2021:

                                                                             Six Months Ended
                                                                                April 30,
(in millions)                                                            2022                2021
Net income                                                           $    145.3          $   184.9
Plus: interest expense, net                                                30.3               51.9
Plus: debt extinguishment charges                                          25.4                  -
Plus: income tax expense                                                   65.5               23.4
Plus: depreciation, depletion and amortization expense                    114.0              118.1
EBITDA                                                               $    380.5          $   378.3
Net income                                                           $    145.3          $   184.9
Plus: interest expense, net                                                30.3               51.9
Plus: non-cash pension settlement charges                                     -                8.6
Plus: debt extinguishment charges                                          25.4                  -
Plus: income tax expense                                                   65.5               23.4
Plus: other (income) expense, net                                          (2.4)               2.8
Plus: equity earnings of unconsolidated affiliates, net of tax             (2.0)              (1.0)
Operating profit                                                          262.1              270.6
Less: other (income) expense, net                                          (2.4)               2.8
Less: non-cash pension settlement charges                                     -                8.6
Less: equity earnings of unconsolidated affiliates, net of tax             (2.0)              (1.0)
Plus: depreciation, depletion and amortization expense                    114.0              118.1
EBITDA                                                               $    380.5          $   378.3
Plus: restructuring charges                                                 7.2               15.1
Plus: timberland gains                                                        -              (95.7)
Plus: integration related costs                                             3.6                3.8
Plus: non-cash asset impairment charges                                    62.4                1.5
Plus: non-cash pension settlement charges                                     -                8.6
Plus: incremental COVID-19 costs, net                                         -                1.8
Plus: (gain) loss on disposal of properties, plants, equipment, and
businesses, net                                                            (5.9)               1.7
Adjusted EBITDA                                                      $    447.8          $   315.1


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The following table presents the EBITDA and Adjusted EBITDA of our business segments, reconciled to the operating profit of each segment, for the six months ended April 30, 2022 and 2021:

                                                                            Six Months Ended
                                                                               April 30,
(in millions)                                                           2022                2021
Global Industrial Packaging
Operating profit                                                    $    139.0          $   130.4
Less: other (income) expense, net                                         (2.4)               2.7
Less: equity earnings of unconsolidated affiliates, net of tax            (2.0)              (1.0)
Plus: depreciation and amortization expense                               39.4               42.2
EBITDA                                                              $    182.8          $   170.9
Plus: restructuring charges                                                4.8               13.0

Plus: non-cash impairment charges                                         62.4                1.5
Plus: incremental COVID-19 costs, net                                        -                0.8
Plus: gain on disposal of properties, plants and equipment, and
businesses, net                                                           (4.9)              (0.5)
Adjusted EBITDA                                                     $    245.1          $   185.7
Paper Packaging & Services
Operating profit                                                    $    118.4          $    41.6
Less: other expense, net                                                     -                0.1
Less: non-cash pension settlement charges                                    -                8.6
Plus: depreciation and amortization expense                               73.1               74.1
EBITDA                                                              $    191.5          $   107.0
Plus: restructuring charges                                                2.4                2.0
Plus: integration related costs                                            3.6                3.8
Plus: non-cash pension settlement charges                                    -                8.6
Plus: incremental COVID-19 costs, net                                        -                1.0
Plus: loss on disposal of properties, plants and equipment, and
businesses, net                                                            0.4                2.0
Adjusted EBITDA                                                     $    197.9          $   124.4
Land Management
Operating profit                                                    $      4.7          $    98.6
Plus: depreciation, depletion and amortization expenses                    1.5                1.8
EBITDA                                                              $      6.2          $   100.4
Plus: restructuring charges                                                  -                0.1
Plus: timberland gains                                                       -              (95.7)
Plus: (gain) loss on disposal of properties, plants and equipment,
and businesses, net                                                       (1.4)               0.2
Adjusted EBITDA                                                     $      4.8          $     5.0


Net Sales

Net sales were $3,231.6 million for the first six months of 2022 compared with
$2,487.1 million for the first six months of 2021. The $744.5 million increase
was primarily due to higher volumes and higher average sale prices across the
Global Industrial Packaging segment and higher volumes and higher published
containerboard and boxboard prices in the Paper Packaging & Services segment.
See the "Segment Review" below for additional information on net sales by
segment during the first six months of 2022.

Gross profit

Gross profit was $628.4 million for the first six months of 2022 compared with
$478.1 million for the first six months of 2021. The increase was primarily due
to the same factors that impacted net sales, offset by higher raw material
costs. See "Segment Review" below for additional information on gross profit by
segment. Gross profit margin was 19.4 percent and 19.2 percent for first six
months of 2022 and 2021, respectively.

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Selling, general and administrative expenses

SG&A expenses increased to $299.0 million for the first six months of 2022 from
$281.1 million for the first six months of 2021. SG&A expenses were 9.3 percent
and 11.3 percent of net sales for first six months of 2022 and 2021,
respectively. The increase in SG&A expenses was primarily due to increased
incentive accruals.

Financial measures

Operating profit was $262.1 million for the first six months of 2022 compared
with $270.6 million for the first six months of 2021. Net income was $145.3
million for the first six months of 2022 compared with $184.9 million for the
first six months of 2021. Adjusted EBITDA was $447.8 million for the first six
months of 2022 compared with $315.1 million for the first six months of 2021.
The reasons for the changes in operating profit, net income, and Adjusted EBITDA
for each segment are described below in the "Segment Review."

Sector review

Global industrial packaging

Net sales were $1,920.8 million for the first six months of 2022 compared with
$1,457.3 million for the first six months of 2021. The $463.5 million increase
in net sales was primarily due to higher volumes, higher average selling prices
and product mix.

Gross profit was $362.4 million for the first six months of 2022 compared with
$300.4 million for the first six months of 2021. The $62.0 million increase in
gross profit was primarily due to the same factors that impacted net sales,
partially offset by higher raw material costs. Gross profit margin was 18.9
percent and 20.6 percent for the first six months of 2022 and 2021,
respectively.

Operating profit was $139.0 million for the first six months of 2022 compared
with $130.4 million for the first six months of 2021 due to the same factors
that impacted gross profit, offset by $62.4 million non-cash impairment charge
related to the FPS Divestiture. Adjusted EBITDA was $245.1 million for the first
six months of 2022 compared with $185.7 million for the first six months of
2021. The $59.4 million increase in Adjusted EBITDA was primarily due to the
same factors that impacted gross profit.

Paper packaging and services

Net sales were $1,299.3 million for the first six months of 2022 compared with
$1,017.9 million for the first six months of 2021. The $281.4 million increase
in net sales was primarily due to higher volumes and higher published
containerboard and boxboard prices.

Gross profit was $261.6 million for the first six months of 2022 compared with
$173.5 million for the first six months of 2021. Gross profit margin was 20.1
percent and 17.0 percent for the first six months of 2022 and 2021,
respectively. The $88.1 million increase in gross profit was primarily due to
the same factors that impacted net sales, offset by higher raw material,
transportation, labor and utility costs.

Operating profit was $118.4 million for the first six months of 2022 compared
with $41.6 million for the first six months of 2021. The increase in operating
profit was due to the same factors that impacted gross profit. Adjusted EBITDA
was $197.9 million for the first six months of 2022 compared with $124.4 million
for the first six months of 2021. The $73.5 million increase in Adjusted EBITDA
was due to the same factors that impacted gross profit.

land management

Net sales were $11.5 million for the first six months of 2022 compared to
$11.9 million for the first six months of 2021.

The gross profit was $4.4 million for the first six months of 2022 compared to
$4.2 million for the first six months of 2021.

Operating profit decreased to $4.7 million for the first six months of 2022
compared with $98.6 million for the first six months of 2021. During the first
six months of 2021, we completed the 2021 Timberland Sale. Adjusted EBITDA was
$4.8 million and $5.0 million for the first six months of 2022 and 2021,
respectively.

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income tax expense

Income tax expense for the quarter and year to date was computed in accordance
with ASC 740-270 "Income Taxes - Interim Reporting." Under this method, losses
from jurisdictions for which a valuation allowance has been provided have not
been included in the amount to which the ASC 740-270 rate was applied. Our
income tax expense may fluctuate due to changes in estimated losses and income
from jurisdictions for which a valuation allowance has been provided, the timing
of recognition of the related tax expense under ASC 740-270, and the impact of
discrete items in the respective quarter.

Income tax expense for the first six months of 2022 was $65.5 million on
$208.8 million of pretax income and income tax expense for the first six months
of 2021 was $23.4 million on $207.3 million of pretax income. The $42.1 million
increase in income tax expense in 2022 was primarily attributable to an increase
in pre-tax earnings, excluding the gain on the 2021 Timberland Sale and the gain
on sale of the FPS Divestiture, the tax impact of which were recognized
discretely. Changes in the expected mix of earnings among tax jurisdictions,
including jurisdictions for which valuation allowances have been recorded, as
well as the timing of recognition of the related tax expense under ASC 740-270
also attributed to the increase in tax expense in 2022. Additionally, favorable
discrete items decreased by $6.6 million. The decrease in favorable discrete
adjustments consists of an increase in tax expense of $8.5 million due to tax
basis adjustments in certain tangible property and state basis differences; an
increase in tax expense of $3.6 million related to withholding taxes accruals
and prior year settlement of U.S. Federal and Canadian income tax audits; and an
increase in tax expense of $1.6 million related to other miscellaneous items;
offset by a $3.3 million decrease in unrecognized tax liabilities primarily as a
result of expiration of the statute of limitations; and a net $3.8 million tax
expense decrease related to certain assumptions regarding capital losses that
are expected to offset capital gains resulting from the 2021 Timberland Sale.
Additionally, a net $60.4 million book deduction was recorded in 2022 related to
the FPS Divestiture and other businesses on which there is expected to be no tax
benefit.

Other changes in comprehensive income

Foreign Currency Conversion

In accordance with ASC 830, "Foreign Currency Matters," the assets and
liabilities denominated in a foreign currency are translated into United States
Dollars at the rate of exchange existing at the end of the current period, and
revenues and expenses are translated at average exchange rates over the month in
which they are incurred. The cumulative translation adjustments, which represent
the effects of translating assets and liabilities of our international
operations, are presented in the interim condensed consolidated statements of
changes in equity in accumulated other comprehensive income (loss). On April 1,
2022, we completed the FPS Divestiture and $113.1 million of foreign currency
translation adjustment was released.

CASH AND CAPITAL RESOURCES

Our primary sources of liquidity are operating cash flows and borrowings under
our senior secured credit facilities and proceeds from our trade accounts
receivable credit facilities. We use these sources to fund our working capital
needs, capital expenditures, cash dividends, debt repayment and acquisitions. We
anticipate continuing to fund these items in a like manner. We currently expect
that operating cash flows, borrowings under our senior secured credit facilities
and proceeds from our trade accounts receivable credit facilities will be
sufficient to fund our anticipated working capital, capital expenditures, cash
dividends, debt repayment, potential acquisitions of businesses and other
liquidity needs for at least 12 months.

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