8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 3, 2009 (September 1, 2009)

GREIF, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-00566	31-4388903
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

425 Winter Road, Delaware, Ohio	43015
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (740) 549-6000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition.

On September 2, 2009, Greif, Inc. (the “Company”) issued a press release (the “Earnings Release”) announcing the financial results for its third quarter ended July 31, 2009. The full text of the Earnings Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The Earnings Release included the following non-GAAP financial measures (the “non-GAAP Measures”): (i) net income before restructuring charges, restructuring-related inventory charges and timberland disposals, net on a consolidated basis; (ii) diluted earnings per Class A share and per Class B share before restructuring charges, restructuring-related inventory charges and timberland disposals, net on a consolidated basis; (iii) operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net on a consolidated basis; (iv) operating profit before restructuring charges with respect to the Company’s Paper Packaging segment; (v) operating profit before restructuring charges and restructuring-related inventory charges with respect to the Company’s Industrial Packaging segment and (vi) operating profit before restructuring charges and timberland disposals, net with respect to the Company’s Timber segment. Net income before restructuring charges, restructuring-related inventory charges and timberland disposals, net on a consolidated basis is equal to GAAP net income plus restructuring charges and restructuring-related inventory charges less timberland disposals, net, net of tax, on a consolidated basis. Diluted earnings per Class A share and per Class B share before restructuring charges, restructuring-related inventory charges and timberland disposals, net on a consolidated basis is equal to GAAP diluted earnings per Class A share and per Class B share plus restructuring charges and restructuring-related inventory charges less timberland disposals, net, net of tax, on a consolidated basis. Operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net on a consolidated basis is equal to GAAP operating profit plus restructuring charges and restructuring-related inventory charges less timberland disposals, net on a consolidated basis. Operating profit before restructuring charges with respect to the Company’s Paper Packaging segment is equal to that segment’s GAAP operating profit plus that segment’s restructuring charges. Operating profit before restructuring charges and restructuring-related inventory charges with respect to the Company’s Industrial Packaging segment is equal to that segment’s GAAP operating profit plus that segment’s restructuring charges and restructuring-related inventory charges. Operating profit before restructuring charges and timberland disposals, net with respect to the Company’s Timber segment is equal to that segment’s GAAP operating profit plus that segment’s restructuring charges less timberland disposals, net.

The Company discloses the non-GAAP Measures described in Items (i) through (vi), above, because management believes that these non-GAAP Measures are a better indication of the Company’s operational performance than GAAP net income, diluted earnings per Class A share and per Class B share and operating profit since they exclude restructuring charges and restructuring-related inventory charges, which are not representative of ongoing operations, and timberland disposals, net, which are volatile from period to period. These non-GAAP Measures provide a more stable platform on which to compare the historical performance of the Company.

Section 5 — Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 1, 2009, the Company’s Board of Directors elected John W. McNamara as a director of the Company to fill a vacancy on the Board and to serve until the Company’s next annual meeting of stockholders (expected to occur on February 22, 2010) and until his successor is elected and qualified.

There are no arrangements or understandings between Mr. McNamara and any other person pursuant to which Mr. McNamara was selected as a director of the Company.

Mr. McNamara is the nephew of Judith Hook, who is also a director of the Company.

The announcement of Mr. McNamara’s election as director is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Section 7. Regulation FD

Item 7.01. Regulation FD Disclosure.

The Company’s management conducted a conference call on September 3, 2009, at approximately 10:00 a.m., EDT, to review the Company’s financial results for its three- and nine-month periods ended July 31, 2009, and to respond to questions from interested investors and financial analysts. During the conference call, Donald S. Huml, Chief Financial Officer, commented that there was a recent uptick in sales volumes during July that continued into August. Michael J. Gasser, Chairman and Chief Executive Officer also stated that the comparison of sales volumes from July to August was as follows: Europe, Asia and North America had volume increases in the mid-single digit range; and Latin America had volume increases in the low double digit range.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.		Description
	99.1	Press release issued by Greif, Inc. on September 2, 2009, announcing the financial results for its third quarter ended July 31, 2009.
	99.2	Press release issued by Greif, Inc. on September 1, 2009, announcing the election of John W. McNamara as a director.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREIF, INC.
Date: September 3, 2009	By:	/s/ Donald S. Huml
		Donald S. Huml,
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release issued by Greif, Inc. on September 2, 2009, announcing the financial results for its third quarter ended July 31, 2009.
	99.2	Press release issued by Greif, Inc. on September 1, 2009, announcing the election of John W. McNamara as a director.

EX-99.1

 

EXHIBIT 99.1

Greif, Inc. Reports Third Quarter 2009 Results

• Net sales decreased 31 percent (24 percent excluding the impact of foreign currency translation) to $717.6 million in the third quarter of 2009 from $1,034.1 million in the third quarter of 2008.

• Net income before special items, as defined below, was $51.6 million ($0.88 per diluted Class A share) in the third quarter of 2009 compared to $69.5 million ($1.18 per diluted Class A share) in the third quarter of 2008. GAAP net income was $39.7 million ($0.68 per diluted Class A share) and $64.6 million ($1.10 per diluted Class A share) in the third quarter of 2009 and 2008, respectively.

DELAWARE, Ohio (Sept. 2, 2009) – Greif, Inc. (NYSE: GEF, GEF.B), a global leader in industrial packaging products and services, today announced results for its third fiscal quarter, which ended July 31, 2009.

Michael J. Gasser, chairman and chief executive officer, said, “Our third quarter 2009 results benefited from significant permanent cost reduction actions and gradually improving volumes, especially during the final month of the quarter. We expect to achieve savings of at least $150 million in fiscal 2009 due to Greif Business System (GBS) and accelerated GBS initiatives and specific contingency actions. We believe these factors will benefit our fourth quarter results and position us for a stronger performance in fiscal 2010.”

Gasser continued, “We continue to execute our disciplined growth strategy. During the third quarter, we increased the Company’s financial capacity and flexibility through the issuance of new 10-year Senior Notes. Two small tuck-in acquisitions were completed during the quarter and additional opportunities are being pursued to further strengthen Greif’s product portfolio and global footprint.”

Special Items and GAAP to Non-GAAP Reconciliations

Special items are as follows: (i) for the third quarter of 2009, restructuring charges of $10.3 million ($10.7 million net of tax) and restructuring-related inventory charges of $0.8 million ($1.2 million net of tax); and (ii) for third quarter of 2008, restructuring charges of $6.6 million ($5.0 million net of tax) and gain on timberland disposals, net of $0.2 million ($0.1 million net of tax). Reconciliations of the differences between all non-GAAP financial measures used in this release with the most directly comparable GAAP financial measures are included in the financial schedules that are a part of this release.

Consolidated Results

Net sales decreased 31 percent (24 percent excluding the impact of foreign currency translation) to $717.6 million in the third quarter of 2009 compared to a record $1,034.1 million in the third quarter of 2008. The $316.5 million decline was due to lower sales in Industrial Packaging ($258.2 million), Paper Packaging ($57.4 million) and Timber ($0.9 million). The 24 percent constant-currency decrease was due to lower sales volumes and lower selling prices due to the pass-through of lower raw material costs.

Operating profit before special items was $81.3 million for the third quarter of 2009 compared to $107.7 million for the third quarter of 2008. The lower operating results for Industrial Packaging ($23.6 million) and Paper Packaging ($5.1 million), as compared to the same period last year, were due to lower sales volumes and lower prices, significantly offset by cost reductions achieved under the previously announced incremental Greif Business System (GBS) and accelerated GBS initiatives and specific contingency actions. Timber operating profit improved by $2.3 million as a result of a single special use property sale in the third quarter of 2009. GAAP operating profit was $70.2 million and $101.3 million in the third quarter of 2009 and 2008, respectively.

Net income before special items was $51.6 million for the third quarter of 2009 compared to $69.5 million for the third quarter of 2008. Diluted earnings per share before special items were $0.88 compared to $1.18 per Class A share and $1.33 compared to $1.79 per Class B share for the third quarter of 2009 and 2008, respectively. The Company had GAAP net income of $39.7 million, or $0.68 per diluted Class A share and $1.03 per diluted Class B share, in the third quarter of 2009 compared to GAAP net income of $64.6 million, or $1.10 per diluted Class A share and $1.67 per diluted Class B share, in the third quarter of 2008.

Business Group Results

Industrial Packaging net sales decreased 30 percent (22 percent excluding the impact of foreign currency translation) to $594.2 million in the third quarter of 2009 from $852.4 million in the third quarter of 2008 primarily due to lower sales volumes and lower selling prices. Operating profit before special items decreased to $69.3 million in the third quarter of 2009 from $92.9 million in the third quarter of 2008. The $23.6 million decrease was due to lower net sales, partially offset by lower raw material costs. Labor, transportation and energy costs were also lower as compared to the same quarter last year. This segment continues to benefit from GBS and specific contingency initiatives. GAAP operating profit was $58.5 million and $88.1 million in the third quarter of 2009 and 2008, respectively.

Paper Packaging net sales were $120.2 million in the third quarter of 2009 compared to $177.6 million in the third quarter of 2008. This decrease was primarily due to lower sales volumes and lower containerboard selling prices compared to the same quarter of the previous year. Operating profit before special items decreased to $7.7 million in the third quarter of 2009 from $12.8 million in the third quarter of 2008. The $5.1 million decrease was due to lower net sales, partially offset by lower raw material costs, especially for old corrugated containers. In addition, labor, transportation and energy costs were lower as compared to the same quarter of the previous year. This segment continues to benefit from GBS and specific contingency initiatives. GAAP operating profit was $7.4 million and $11.0 million in the third quarter of 2009 and 2008, respectively.

Timber net sales were $3.2 million and $4.1 million in the third quarter of 2009 and 2008, respectively. Operating profit before special items was $4.3 million in the third quarter of 2009 compared to $2.0 million in the third quarter of 2008. Included in these amounts were operating profits from the sale of special use properties (e.g., surplus, higher and better use, and development properties) of $3.9 million, including $3.5 million from a property sale, in the third quarter of 2009 and $0.9 million in the third quarter of 2008. GAAP operating profit was $4.3 million and $2.2 million in the third quarter of 2009 and 2008, respectively.

Senior Notes

In the third quarter of 2009, the Company issued $250 million aggregate principal amount of 7 ³/4 percent Senior Notes due 2019 in a Rule 144A and Regulation S offering. The net proceeds from the issuance of the new Senior Notes are to be used for general corporate purposes, including the repayment of amounts outstanding under its revolving credit facility, without any permanent reduction to the commitments.

Other Financial Information

The Company’s effective tax rate was 23.6 percent for the third quarter of 2009 compared to 23.3 percent for the same period last year. This was attributable to an increase in the proportion of earnings in the United States compared to earnings outside the United States, partially offset by alternative fuel credit benefits.

Capital expenditures were $27.9 million for the third quarter of 2009 compared with capital expenditures of $37.7 million, excluding timberland purchases of $0.2 million, for the third quarter of 2008. Fiscal 2009 capital expenditures, excluding timberland purchases, are expected to be in the range of $95 million to $100 million, which is below or in-line with anticipated depreciation, depletion and amortization expense for the year.

On Sept. 1, 2009, the Board of Directors declared quarterly cash dividends of $0.38 per share of Class A Common Stock and $0.57 per share of Class B Common Stock. These dividends are payable on Oct. 1, 2009 to stockholders of record at close of business on Sept. 18, 2009.

Greif Business System (GBS) and Accelerated Initiatives

In December 2008, the Company announced specific plans to address the adverse impact to its businesses resulting from the sharp decline of the global economy, which began in the Company’s fourth quarter of 2008. Management is aggressively implementing plans that include the following initiatives:

• Operational Excellence and Global Sourcing initiatives, which are expected to produce savings of approximately $50 million during fiscal 2009.

• Active portfolio management, further administrative excellence activities, a hiring and salary freeze, and curtailed discretionary spending. These actions are expected to result in an additional $100 million of savings during fiscal 2009.

The incremental GBS, accelerated GBS and contingency initiatives are ahead of their implementation schedule and are expected to capture at least $150 million in annual savings in fiscal 2009.

As a result of these initiatives, the Company expects to record restructuring charges of approximately $78 million during fiscal 2009. During the third quarter of 2009, the Company recorded $10.3 million of restructuring charges. The year-to-date restructuring and other cost reduction activities included the closure of 16 facilities and the elimination of more than 2,000 operating and administrative positions.

Company Outlook

The Company has implemented significant cost reduction plans during fiscal 2009 to mitigate the impact of lower volumes attributable to the global economic recession. Positive contributions have been achieved during the first nine months of fiscal 2009 and substantial cost savings are expected to be realized during the fourth quarter. Further cyclical improvements in sales volumes are also expected to occur in the fourth quarter of 2009. Based on these factors, the Company’s fiscal 2009 earnings guidance is in the range of $3.25 to $3.50 per Class A share.

Conference Call

The Company will host a conference call to discuss the third quarter of 2009 results on Sept. 3, 2009, at 10 a.m. Eastern Time (ET). To participate, domestic callers should call 877-485-3107 and ask for the Greif conference call. The number for international callers is +1 201-689-8427. Phone lines will open at 9:50 a.m. ET. The conference call will also be available through a live webcast, including slides, which can be accessed at www.greif.com. A replay of the conference call will be available on the Company’s website in the investor center approximately one hour following the call.

About Greif

Greif is a world leader in industrial packaging products and services. The Company produces steel, plastic, fibre, corrugated and multiwall containers, packaging accessories and containerboard, and provides blending and packaging services for a wide range of industries. Greif also manages timber properties in North America. The Company is strategically positioned in more than 45 countries to serve global as well as regional customers. Additional information is on the Company’s website at www.greif.com.

Forward-Looking Statements

All statements other than statements of historical facts included in this news release, including, without limitation, statements regarding the Company’s future financial position, business strategy, budgets, projected costs, goals and plans and objectives of management for future operations, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “project,” “believe,” “continue,” “on track” or “target” or the negative thereof or variations thereon or similar terminology. All forward-looking statements made in this news release are based on information currently available to management. Although the Company believes that the expectations reflected in forward-looking statements have a reasonable basis, the Company can give no assurance that these expectations will prove to be correct. Forward-looking statements are subject to risks and uncertainties that could cause actual events or results to differ materially from those expressed in or implied by the statements. Such risks and uncertainties that might cause a difference include, but are not limited to: general economic and business conditions, including a prolonged or substantial economic downturn; the availability of the credit markets to our customers and suppliers, as well as the Company; changing trends and demands in the industries in which the Company competes, including industry over-capacity; industry competition; the continuing consolidation of the Company’s customer base for its industrial packaging, containerboard and corrugated products; political instability in those foreign countries where the Company manufactures and sells its products; foreign currency fluctuations and devaluations; availability and costs of raw materials for the manufacture of the Company’s products, particularly steel, resin and old corrugated containers; price fluctuations in energy costs; costs associated with litigation or claims against the Company pertaining to environmental, safety and health, product liability and other matters; work stoppages and other labor relations matters; property loss resulting from wars, acts of terrorism or natural disasters; the Company’s ability to integrate its newly acquired operations effectively with its existing business; the Company’s ability to achieve improved operating efficiencies and capabilities; the Company’s ability to effectively embed and realize improvements from the Greif Business System; the frequency and volume of sales of the Company’s timber, timberland and special use timberland; and the deviation of actual results from the estimates and/or assumptions used by the Company in the application of its significant accounting policies. These and other risks and uncertainties that could materially affect the Company’s consolidated financial results are further discussed in its filings with the Securities and Exchange Commission, including its Form 10-K for the year ended Oct. 31, 2008. The Company assumes no obligation to update any forward-looking statements.

GREIF, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(Dollars and shares in millions, except per share amounts)

	Three months ended						Nine months ended
	July 31,						July 31,
	2009			2008			2009			2008
Net sales	$	717.6		$	1,034.1		$	2,031.7		$	2,798.4
Cost of products sold		575.0			841.2			1,674.5			2,298.0
Gross profit		142.6			192.9			357.2			500.4
Selling, general and administrative expenses		67.4			88.1			191.5			252.0
Restructuring charges		10.3			6.6			57.7			24.4
Asset disposals, net		5.3			3.1			9.8			53.0
Operating profit		70.2			101.3			117.8			277.0
Interest expense, net		12.1			13.1			37.7			38.2
Debt extinguishment charges		—			—			0.8			—
Other income (expense), net		(4.3	)		(2.1	)		(4.1	)		(9.2	)
Income before income tax expense and equity earnings and minority interests		53.8			86.1			75.2			229.6
Income tax expense		12.7			20.1			19.7			53.5
Equity earnings and minority interests		(1.4	)		(1.4	)		(2.4	)		(2.2	)
Net income	$	39.7		$	64.6		$	53.1		$	173.9
Basic earnings per share:
Class A Common Stock	$	0.68		$	1.11		$	0.92		$	2.99
Class B Common Stock	$	1.03		$	1.67		$	1.37		$	4.48
Diluted earnings per share:
Class A Common Stock	$	0.68		$	1.10		$	0.92		$	2.95
Class B Common Stock	$	1.03		$	1.67		$	1.37		$	4.48
Earnings per share were calculated using the following number of shares:
Basic earnings per share:
Class A Common Stock		24.4			24.0			24.3			23.9
Class B Common Stock		22.5			22.7			22.5			22.9
Diluted earnings per share:
Class A Common Stock		24.7			24.5			24.6			24.4
Class B Common Stock		22.5			22.7			22.5			22.9

GREIF, INC. AND SUBSIDIARY COMPANIES
GAAP TO NON-GAAP RECONCILIATION
CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
(Dollars in millions, except per share amounts)

	Three months ended July 31, 2009						Three months ended July 31, 2008
			Diluted per share amounts							Diluted per share amounts
			Class A		Class B					Class A		Class B
GAAP – operating profit	$	70.2					$	101.3
Restructuring charges		10.3						6.6
Restructuring-related inventory charges		0.8						—
Timberland disposals, net		—						(0.2	)
Non-GAAP – operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net	$	81.3					$	107.7
GAAP – net income	$	39.7	$	0.68	$	1.03	$	64.6		$	1.10	$	1.67
Restructuring charges, net of tax		10.7		0.18		0.27		5.0			0.08		0.12
Restructuring-related inventory charges, net of tax		1.2		0.02		0.03		—			—		—
Timberland disposals, net of tax		—		—		—		(0.1	)		—		—
Non-GAAP – net income before restructuring charges, restructuring-related inventory charges and timberland disposals, net	$	51.6	$	0.88	$	1.33	$	69.5		$	1.18	$	1.79

	Nine months ended July 31, 2009						Nine months ended July 31, 2008
			Diluted per share amounts							Diluted per share amounts
			Class A		Class B					Class A		Class B
GAAP – operating profit	$	117.8					$	277.0
Restructuring charges		57.7						24.4
Restructuring-related inventory charges		10.1						—
Timberland disposals, net		—						(0.3	)
Non-GAAP – operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net	$	185.6					$	301.1
GAAP – net income	$	53.1	$	0.92	$	1.37	$	173.9		$	2.95	$	4.48
Restructuring charges, net of tax		42.7		0.73		1.11		18.7			0.31		0.49
Restructuring-related inventory charges, net of tax		7.5		0.13		0.19		—			—		—
Debt extinguishment charges, net of tax		0.6		0.01		0.01		—			—		—
Timberland disposals, net of tax		—		—		—		(0.3	)		—		(0.01	)
Non-GAAP – net income before restructuring charges, restructuring-related inventory charges, debt extinguishment charges and timberland disposals, net	$	103.9	$	1.79	$	2.68	$	192.3		$	3.26	$	4.96

GREIF, INC. AND SUBSIDIARY COMPANIES
SEGMENT DATA
UNAUDITED
(Dollars in millions)

	Three months ended				Nine months ended
	July 31,				July 31,
	2009		2008		2009		2008
Net sales
Industrial Packaging	$	594.2	$	852.4	$	1,650.8	$	2,271.7
Paper Packaging		120.2		177.6		368.6		509.8
Timber		3.2		4.1		12.3		16.9
Total	$	717.6	$	1,034.1	$	2,031.7	$	2,798.4
Operating profit
Operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net:
Industrial Packaging	$	69.3	$	92.9	$	132.3	$	235.3
Paper Packaging		7.7		12.8		43.4		47.3
Timber		4.3		2.0		9.9		18.5
Operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net		81.3		107.7		185.6		301.1
Restructuring charges:
Industrial Packaging		10.0		4.8		54.8		21.0
Paper Packaging		0.3		1.8		2.8		3.3
Timber		—		—		0.1		0.1
Restructuring charges		10.3		6.6		57.7		24.4
Restructuring-related inventory charges:
Industrial Packaging		0.8		—		10.1		—
Timberland disposals, net:
Timber		—		0.2		—		0.3
Total	$	70.2	$	101.3	$	117.8	$	277.0
Depreciation, depletion and amortization expense
Industrial Packaging	$	18.0	$	18.4	$	53.1	$	54.5
Paper Packaging		6.2		7.1		19.6		20.2
Timber		0.8		0.8		1.9		4.3
Total	$	25.0	$	26.3	$	74.6	$	79.0

GREIF, INC. AND SUBSIDIARY COMPANIES
GEOGRAPHIC DATA
UNAUDITED
(Dollars in millions)

	Three months ended				Nine months ended
	July 31,				July 31,
	2009		2008		2009		2008
Net sales
North America	$	374.7	$	530.3	$	1,130.0	$	1,456.1
Europe, Middle East and Africa		233.5		365.2		608.2		972.3
Other		109.4		138.6		293.5		370.0
Total	$	717.6	$	1,034.1	$	2,031.7	$	2,798.4
Operating profit
Operating profit before restructuring charges, restructuring-related inventory charges and timberland disposals, net:
North America	$	35.8	$	47.4	$	133.4	$	128.2
Europe, Middle East and Africa		35.6		46.1		49.0		102.4
Other		9.9		14.2		3.2		70.5
Operating profit before restructuring charges and timberland disposals, net		81.3		107.7		185.6		301.1
Restructuring charges		10.3		6.6		57.7		24.4
Restructuring-related inventory charges		0.8		—		10.1		—
Timberland disposals, net		—		0.2		—		0.3
Total	$	70.2	$	101.3	$	117.8	$	277.0

GREIF, INC. AND SUBSIDIARY COMPANIES
GAAP TO NON-GAAP RECONCILIATION
SEGMENT DATA
UNAUDITED
(Dollars in millions)

	Three months ended					Nine months ended
	July 31,					July 31,
	2009		2008			2009		2008
Industrial Packaging
GAAP – operating profit	$	58.5	$	88.1		$	67.4	$	214.3
Restructuring charges		10.0		4.8			54.8		21.0
Restructuring-related inventory charges		0.8		—			10.1		—
Non-GAAP – operating profit before restructuring charges and restructuring-related inventory charges	$	69.3	$	92.9		$	132.3	$	235.3
Paper Packaging
GAAP – operating profit	$	7.4	$	11.0		$	40.6	$	44.0
Restructuring charges		0.3		1.8			2.8		3.3
Non-GAAP – operating profit before restructuring charges	$	7.7	$	12.8		$	43.4	$	47.3
Timber
GAAP – operating profit	$	4.3	$	2.2		$	9.8	$	18.7
Restructuring charges		—		—			0.1		0.1
Timberland disposals, net		—		(0.2	)		—		(0.3	)
Non-GAAP – operating profit before restructuring charges and timberland disposals, net	$	4.3	$	2.0		$	9.9	$	18.5

GREIF, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
(Dollars in millions)

	July 31, 2009		October 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	85.7	$	77.6
Trade accounts receivable		326.2		392.5
Inventories		220.7		304.0
Other current assets		156.0		148.5
		788.6		922.6
LONG-TERM ASSETS
Goodwill		545.2		513.0
Intangible assets		104.5		104.4
Assets held by special purpose entities		50.9		50.9
Other long-term assets		105.6		88.6
		806.2		756.9
PROPERTIES, PLANTS AND EQUIPMENT		1,075.4		1,066.4
	$	2,670.2	$	2,745.9
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	243.9	$	384.6
Short-term borrowings		48.0		44.3
Other current liabilities		193.8		242.9
		485.7		671.8
LONG-TERM LIABILITIES
Long-term debt		784.1		673.2
Liabilities held by special purpose entities		43.2		43.3
Other long-term liabilities		328.4		298.1
		1,155.7		1,014.6
MINORITY INTEREST		6.1		3.7
SHAREHOLDERS’ EQUITY		1,022.7		1,055.8
	$	2,670.2	$	2,745.9

EX-99.2

EXHIBIT 99.2

NEWS

FOR IMMEDIATE RELEASE

Greif, Inc. Declares Third Quarter 2009 Dividends, Appoints John McNamara to Board

DELAWARE, Ohio (Sept. 1, 2009) – The Board of Directors of Greif, Inc. (NYSE: GEF, GEF.B) today declared quarterly cash dividends of $0.38 per share of Class A Common Stock and $0.57 per share of Class B Common Stock.

The dividends are payable on Oct. 1, 2009, to shareholders of record at close of business on Sept. 18, 2009.

In other business, the Directors appointed John W. McNamara to the Board. He takes the seat left vacant when Michael H. Dempsey passed away in late April.

McNamara, 44, joins members Vicki L. Avril, Bruce A. Edwards, Mark A. Emkes, John F. Finn, Michael J. Gasser, Daniel J. Gunsett, Judith D. Hook and Patrick J. Norton. McNamara is the nephew of Judith Hook.

McNamara is president and owner of Corporate Visions Limited, a company that provides aviation training programs and managerial programs for the aviation industry as well as aviation program design for institutes of higher learning. He is also a visiting instructor and lecturer in aviation at educational institutions in Belgium and Trinidad.

McNamara earned an MBA from Southern California University for Professional Studies, and was graduated from The Ohio State University with an undergraduate degree in Aviation and Aviation Management. His primary residence is in Florida, and he maintains a residence in Berlin, Germany.

About Greif

Greif, Inc. is a world leader in industrial packaging products and services. The company produces steel, plastic, fibre, corrugated and multiwall containers, packaging accessories, protective packaging and containerboard, and provides blending and packaging services for a wide range of industries. Greif also manages timber properties in North America. The company is strategically positioned in more than 45 countries to serve global as well as regional customers. Additional information is on the company’s Web site at www.greif.com.

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Contact:

Deb Strohmaier, APR
Vice President, Communications
740-549-6074
debra.strohmaier@greif.com