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GEF > SEC Filings for GEF > Form 8-K on 1-Mar-2013All Recent SEC Filings

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Form 8-K for GREIF INC


1-Mar-2013

Results of Operations and Financial Condition, Submission of Matters to a Vote of Secur


Item 2.02. Results of Operations and Financial Condition.

On February 27, 2013, Greif, Inc. (the "Company") issued a press release (the "Earnings Release") announcing the financial results for its first quarter ended January 31, 2013. 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) EBITDA of the Company on a consolidated basis, which is equal to net income plus interest expense, net plus income tax expense less equity earnings of unconsolidated affiliates, net of tax plus depreciation, depletion and amortization, each on a consolidated basis;

(ii) EBITDA for each of the Company's business segments, which is equal to that business segment's operating profit less that segment's other expense (income), net plus that segment's depreciation, depletion and amortization expense, as applicable to that segment;

(iii) net working capital of the Company on a consolidated basis, which is equal to current assets less current liabilities less cash and cash equivalents, each on a consolidated basis;

(iv) free cash flows of the Company on a consolidated basis, which is equal to cash provided by (used in) operating activities less purchases of properties, plants, equipment and timber properties; and

(v) net debt of the Company on a consolidated basis, which is equal to long-term debt plus the current portion of long-term debt plus short-term borrowings less cash and cash equivalents, each on a consolidated basis.

Management of the Company uses the non-GAAP Measures to evaluate ongoing operations and believes that these non-GAAP Measures are useful to enable investors to perform meaningful comparisons of current and historical performance of the Company. Management of the Company also believes that the non-GAAP Measures provide a more stable platform on which to compare the historical performance of the Company than the most nearly equivalent GAAP data.



Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on February 25, 2013. At the Annual Meeting, the holders of the Company's Class B Common Stock (the "Class B Stockholders") voted on the following proposal and cast their votes as described below.

Proposal 1

At the Annual Meeting of Stockholders, each of the following nominees was
elected to the Company's Board of Directors for a one-year term. The inspectors
of election certified the following vote tabulation as to the shares of the
Class B Stockholders.



                                            For          Withheld
                    Vicki L. Avril        18,231,229       129,658
                    Bruce A. Edwards      18,235,679       125,208
                    Mark A. Emkes         18,354,492         6,395
                    John F. Finn          18,239,699       121,188
                    David B. Fischer      18,354,242         6,645
                    Michael J. Gasser     18,347,957        12,930
                    Daniel J. Gunsett     18,054,819       306,068
                    Judith D. Hook        18,353,487         7,400
                    John W. McNamara      18,234,774       126,113
                    Patrick J. Norton     18,354,542         6,345




Item 7.01. Regulation FD Disclosure.

On February 28, 2013, management of the Company held a conference call with interested investors and financial analysts to discuss the Company's financial results for its first quarter ended January 31, 2013. The file transcript is attached as Exhibit 99.2 to this Current Report on Form 8-K.



Item 8.01 Other Events.

Exhibit 99.3 to this Form 8-K includes certain quarterly statistical information for Greif, Inc. and its subsidiaries for the fiscal years ended October 31, 2011 and October 31, 2012 and the quarter ended January 31, 2013. This information is being disclosed under both Items 7.01 and 8.01 of this Form 8-K and shall be considered furnished under Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.       Description

99.1              Press release issued by Greif, Inc. on February 27, 2013
                  announcing the financial results for its first quarter ended
                  January 31, 2013.

99.2              File transcript of conference call held by management of Greif,
                  Inc. on February 28, 2013.

99.3              Greif, Inc. - certain quarterly statistical information for the
                  fiscal years ended October 31, 2010, 2011 and 2012 and the
                  quarter ended January 31, 2013.


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