Obfuscating Financial Deterioration and Accounting Problems at Greif, Inc. (GEF

Spruce Point Capital
2
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Executive Summary
Proprietary and Confidential – May Not Be Distributed or Copied Without Spruce Point Capital Management, LLC Consent

4
Stop And Think Big Picture:
Is There Long-Term Upside in Owning This?
Product Water
Bottles
Steel
Drums
Corrugated
Containerboard
Flexible
Bags
Differentiation Low Low Low Low
Pricing Power Low Low Low Low
Competition Intense and Global Intense and Global Intense and Global Intense and Global

5
Brief Overview of Greif, Inc.
Greif, Inc. (NYSE: GEF/GEF.B) operates in four
business segments: Rigid Industrial Packaging &
Services; Flexible Products & Services; Paper
Packaging, and Land Management.
Rigid industrial packaging products, include steel,
fiber and plastic drums, rigid intermediate bulk
containers, closure systems, transit protection
products, water bottles and reconditioned
containers. GEF sells its rigid industrial
packaging products to customers in industries,
such as chemicals, paints and pigments, food
and beverage, petroleum, industrial coatings,
agricultural, pharm and mineral, among others.
GEF produces 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. GEF’s
flexible products and services are sold globally
and service similar customers and market
segments as its Rigid Industrial Packaging &
Services segment.
GEF’s Land Management business is focused on
the active harvesting and regeneration of its US
timber properties to achieve sustainable long-
term yield
Business Description
Fiscal Year Ended October 31st
$ in millions 2009 2010 2011 2012 2013 2014
Rigid Industrial Packaging $2,266.9 $2,587.9 $3,014.1 $3,075.6 $3,062.1 $3,077.0
Flexible Products & Services 44.0 233.1 538.0 453.3 448.7 425.8
Paper Packaging 460.7 624.1 674.9 713.8 676.0 706.8
Land Management 20.6 16.5 20.9 26.8 33.1 29.5
Total Revenues $2,792.2 $3,461.5 $4,248.0 $4,129.5 $4,219.9 $4,239.1
% growth -26.3% 24.0% 22.7% -2.8% 2.2% 0.5%
Gross Profit $499.6 $703.7 $801.1 $639.7 $832.2 $811.0
% margin 17.9% 20.3% 18.9% 15.5% 19.7% 19.1%
EBITDA $295.3 $429.9 $460.4 $428.9 $486.1 $395.6
% margin 10.6% 12.4% 10.8% 10.4% 11.5% 9.3%
GAAP Diluted EPS - A $1.91 $3.58 $3.01 $2.17 $2.47 $1.56
% growth -54% 89% -16% -28% 14% -37%
Operating Cash Flow $266.5 $178.1 $172.3 $473.4 $250.3 $261.8
Capital Expenditures ($124.7) ($144.1) ($162.4) ($166.0) ($136.4) ($137.9)
Free Cash Flow $141.8 $34.0 $9.9 $307.4 $113.9 $123.9
Dividend ($88.0) ($93.1) ($97.8) ($97.7) ($98.3) ($98.6)
Dividend Coverage 1.61x 0.37x 0.10x 3.15x 1.16x 1.26x
Business Acquisitions ($90.8) ($277.6) ($344.9) $0.0 $0.0 ($53.5)
Note: Unadjusted GAAP figures
Greif Capital Structure
$ in mm except per share amounts
FY Ended 10/31 - Wall St Estimates
Stock Price -Class A $39.00 Metrics 2014A 2015E 2016E
Shares outstanding 25.6 EV/Sales 0.7x 0.8x 0.7x
Stock Price -Class B $44.80 EV/EBITDA 6.5x 7.2x 6.6x
Shares outstanding 22.1 Price/EPS-A 19.4x 16.8x 14.7x
Market Capitalization $1,989.4 Price/EPS-B 14.9x 13.1x 11.1x
Total Financial Debt $1,105.0 Debt/EBITDA 2.6x 2.8x 2.6x
PV of Leases $130.1 Dividend Pay Ratio 108% 74% 62%
Less: Cash $85.1 Dividend Yield (A) 4.31%
Enterprise Value $3,139.4 Dividend Yield (B) 5.60%

6
Reasons We Are Short Greif Inc. (GEF)
In addition to market weakness, GEF struggles from a leveraged acquisition spree where it acquired 40 companies
for $1.2 billion. GEF appears to be obfuscating its financial performance including 1) Reducing disclosures on
segment price/volume trends 2) Distorting and confusing presentation of its EBITDA, and 3) Using gimmicks such
as adding in sale of business units and timber sales to inflate operating cash flow. We believe all of these
measures are intended for one purpose: minimize the appearance that its annual dividend is at risk of being cut or
eliminated. Using our traditional measure of free cash flow, we believe GEF has done a terrible job of historically
covering its dividend, and is at extreme risk of having to cut or eliminate it (its credit facility contains a Restricted
Payment Leverage Ratio condition at 3.0x (currently at 2.5x)). A large shareholder has pledged 1.5 million Class B
shares as collateral for a loan; a share price decline caused by a dividend cut could cause an adverse outcome
GEF has had accounting issues and material weaknesses. Its auditor E&Y resigned in 2014 (previous auditor PWC
was dismissed in 1999) and its 10-K filing was delayed. Deloitte was appointed as the new auditor, doubled E&Y’s
audit fee, and upon recent filing of its 10-K, still could not attest that GEF had maintained adequate effective internal
control over financial reporting
GEF is trying to convince analysts/investors it can execute a turnaround. However, history shows that it has
repeatedly failed to hit any of its financial objectives. Its dual class share structure, and egregious managerial comp
schemes geared toward cash compensation (no stock options), disadvantage future wealth creation for Class A
shareholders. Class B (voting) insiders have reduced ownership from 59% in 2008 to just 14% today. Meanwhile,
senior executives are slowly jumping ship as indicated in year-end 8-K filings
Greif (GEF) is in the business of industrial packaging products and services. Its businesses appear largely
commoditized, are capex intensive, and under severe pressure from FX headwinds ( Venezuela, Brazil, Russia,
Europe) and slackening demand tied to pressures in various end markets ( e.g. energy ). Overall, the company is
experiencing deflationary-like pricing power and very low single digit / declining volumes
We believe sell-side analysts are still giving GEF too much credit for sales and earnings growth in 2015/2016, which
make the stock look cheap on current valuation metrics, but are at risk of further deterioration. There is only one
“Sell” rating on GEF, although we applaud analysts for recently questioning management on the sustainability of its
dividend, and for getting agitated with management’s inability to execute

Obfuscating Financial Deterioration
and Accounting Problems

Warning: GEF is Levered From An
Opaque Acquisition Binge
$ in millions
# of Net
Companies Deal Net Cash Avg Deal Avg Revenue Total Operating Implied Op. Tangible Intangible
Year Acquired Segment Purchase Price Size per Deal Revenues Profit Profit Margin Assets Assets Goodwill
2014 2
Rigis (1) /
Paper (1)
$53.5 $26.8 -- -- -- -- $2.5 $22.1 $25.9
2012-2013 0 -- -- -- -- -- -- -- -- -- --
2011 (1) 8 Rigid (8) $344.9 $43.1 $14.9 $119.2 ($19.6) -16.4% $101.7 $77.7 $307.2
2011 8 Rigid (8) $344.9 $43.1 $15.3 $122.5 $6.1 5.0% $119.7 $76.1 $287.9
2010 (2) 12
Rigid (7) /
Flexible (5)
$274.3 $22.9 $22.4 $268.4 $19.0 7.1% $109.0 $49.6 $129.5
2010 12
Rigid (7) /
Flexible (5)
$176.2 $14.7 $22.4 $268.4 $19.0 7.1% $122.9 $50.1 $127.3
2009 6
Ind Pkg. (5) /
Paper Pkg. (1)
$88.0 $14.7 $5.3 $31.7 $4.4 13.8% $7.1 $38.3 $45.4
2008 5
Ind Pkg. (4) /
Paper Pkg. (1)
$100.0 $20.0 -- -- -- -- $73.6 $19.5 $40.4
2007 7 Ind. Pkg (7) $346.4 $49.5 -- -- -- -- $114.5 $55.8 $185.1
Total 40 $1,207.1 $30.2 -- $419.4 $3.8 0.9% $422.3 $263.5 $731.3
Source: SEC Filings
(1) Between 2011 and 2012 10-K filings, GEF significantly changed its operating profit contribution to its financial statements for its 2011 reported acquisitions
(2) In its 2012 10-K filing, GEF increased its purchase price for its 2010 acquisitions by $98 million. It appears GEF tried to claim that $98.2 million received from its Flexible Packaging JV partner
relating to their investment in the Flexible Packaging could be netted against acquisition costs. We view this as a misleading presentation of its financials
GEF has acquired 40 companies since 2007 and spent $1.2 billion. Given an average transaction size of ~$30m, it has
provided limited SEC disclosure to investors (few press releases, or names of the companies) about what they’ve actually
purchased! Over 82% of the acquisition costs have been allocated to goodwill and intangibles. In 2014, GEF acquired two
more companies and stopped disclosing full year revenue or operating profit contributions to its financials.

9
Material and Unexplained Revision to 2011
Operating Contribution of Acquisitions
Pro Forma Information ( One Year Later From 2012 10-K )
In accordance with ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” the
Company has considered the effect of the 2012 and 2011 acquisitions in the consolidated statements of operations for
each period presented. The revenue and operating profit of the 2011 acquisitions included in the Company’s consolidated
results totaled $427.7 million and $4.0 million for the year ended October 31, 2012. The revenue and operating (loss) of
the 2011 acquisitions included in the Company’s consolidated results totaled $119.2 million and ($19.6) million for the year
ended October 31, 2011. None of the 2011 acquisitions were of companies listed on a stock exchange or otherwise
publicly traded or required to provide public financial information. Therefore, pro forma results of operations are not
presented.
Source: 2012 10-K
Source: 2011 10-K Unexplained -$25m
Revision to
Operating Profit
From 2011 to 2012!
Acquisition Disclosure ( 2011 10-K )

10
Management Appears To Have
Obscured Acquisition Costs
Buried Deep in the Notes...A Very Odd Disclosure
“The aggregate purchase price in the table above includes approximately
$98.2 million received from the Flexible Packaging JV partner relating to their
investment in the Flexible Packaging JV and reimbursement of certain costs.”
This Has Nothing to Due
with Acquisitions and
Distorts the Presentation of
the Cash Flow Statement
Acquisition Disclosure ( 2010 10-K )
Two years later in the 2012 10-K they corrected it and omitted
revenue and operating profit contributions from deals.Sources: 2012 10K (here) and 2010 10K (here)

GEF Balance Sheet May Become Stressed
11
Having fueled its acquisition binge with debt, GEF’s balance sheet is in a more precarious position in this
stage of the economic cycle. Even more concerning, GEF books ~55% of its sales in foreign markets, and is
meaningfully exposed to a stronger US$. In volatile and deteriorating markets such as Russia, Brazil, and
Turkey, GEF has a total of 22 operating locations
Note: In its recent 10-k filing, GEF added a new risk factor warning it has a significant amount of goodwill, and if impaired in the future, would
adversely impact its financial results of operations
Source: GEF SEC filings
GEF's Debt LevelsGoodwill/Intangibles Increasing % of Balance Sheet
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
2007 2008 2009 2010 2011 2012 2013 2014
Goodwill and Intangibles Goodwill and Intangibles / Assets
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
55.0%
$0.0
$200.0
$400.0
$600.0
$800.0
$1,000.0
$1,200.0
$1,400.0
$1,600.0
2007 2008 2009 2010 2011 2012 2013 2014
Total Debt Debt / Capital
$ in mm $ in mm

Warning: GEF Becoming Less Transparent on
Segment Revenue Trends (Volume/Pricing)
12
GEF used to provide more transparency into the quarterly volume and pricing trends for its three operating
segments. This appendix enabled investors to more clearly track the quarterly progression for critical
determinants of its sale performance. Since 2014, GEF has been less open about segment performance
trends. As of Q4’14 earnings, volumes and pricing are flat to down in all of GEF’s segments, with Flexible
Products experiencing volume declines of 9%
Source: Appendix Formerly on GEF’s website; earnings releases
Rigid Container Volume and Qtr Avg Sales Price Change Flexible Products Volume and Qtr Avg Sales Price Change
Kginmillions
unitsinmillions
-4.0%
-2.0%
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
0
5
10
15
20
25
30
Q1
2010
Q2
2010
Q3
2010
Q4
2010
Q1
2011
Q2
2011
Q3
2011
Q4
2011
Q1
2012
Q2
2012
Q3
2012
Q4
2012
Q1
2013
Q2
2013
Q3
2013
Q4
2013
Volume QoQ SellingPrice
-8.00%
-6.00%
-4.00%
-2.00%
0.00%
2.00%
4.00%
6.00%
8.00%
10.00%
12.00%
0
5
10
15
20
25
Q1
2011
Q2
2011
Q3
2011
Q4
2011
Q1
2012
Q2
2012
Q3
2012
Q4
2012
Q1
2013
Q2
2013
Q3
2013
Q4
2013
Volume QoQ SellingPrice

If Typical, Why Punt
it to the Controller!
Don’t Want To Be on
Record?
Asset Sales Inappropriately Credited
Towards Continuing Operating Income?
Steven Chercover: D.A. Davidson Companies
“If I could switch to Slide 27 please, could you explain to me how
land management can generate an operating profit of $32 million
on $24 million in revenue?”
Larry Hilsheimer – CFO and EVP
“Yes, this is a fairly typical question. I’ll let my corporate controller here
explain how this works..”
David Lloyd - Vice President & Corporate Financial Controller
“It’s basically the gains on the timberland sales that are running through
operating profit but not through revenue.”
13
Brilliant Question!
We Wondered the
Same Thing
Since When Are
Gains on Assets
Presented as
Continuing
Operating Profits!
Source: Q4’14 Earnings Transcript (here)
Note: In its SEC filing GEF describes its Land Management operations focus as “the active harvesting and regeneration of its United States timber properties
to achieve sustainable long-term yields.” Outright sales of Timberland properties do not appear to be core and continuing operations.

GEF’s 2015 Forecasts Are Set-Up to
Fail...Keep Reading
14
How can
Operating
Profit Be
Greater Than
Revenue!
Revenues
Forecasted
Down 2%
Yet EBIT
Expected to
Surge 24%!
Source: Q4’14 Investor Presentation (here)

While 2015 EBIT is Expected to Rise,
EBITDA is Expected to Fall....What Gives!
15
Recall on the previous slide
GEF indicated EBIT would
surge 24% in 2015. Yet, a
few slides later, GEF says
EBITDA will fall 4 – 10%!
Something seems very odd
here, must be lots of
adjustments!
From Jan 21, 2015
GEF wants
investors/analysts
to give it credit for
Restructuring
Charges. See next
slide for why we
believe they
shouldn’t

GEF Doesn’t Deserve EBITDA Credit
For Recurring Restructuring Charges
16
Source: GEF 10-K Filings
AnnualRestructuring
Charges
CumulativeRestructuring
Charges
GEF would like analysts and investors to adjust its EBITDA for one-time items such as restructuring charges.
However, GEF’s restructuring charges have been recurring now for 14 years! At what point do they become a
recurring expense? GEF’s cumulative restructuring charges since 2001 total $440 million or nearly 20% of its
cumulative pre-tax net income over the same period!
$0.0
$50.0
$100.0
$150.0
$200.0
$250.0
$300.0
$350.0
$400.0
$450.0
$500.0
$0.0
$10.0
$20.0
$30.0
$40.0
$50.0
$60.0
$70.0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
$ in mm

Management Spins a Non-Standard
View of “Free Cash Flow”
17
GEF is showing Free
Cash Flow improving
from $130 to $205m.
However, it always
pays to read the
footnotes! To portray
a picture of healthy
and growing Free
Cash Flow,
management includes
the “Sale of
Businesses.”

Its Auditor E&Y Recently Resigned....
18(1) During 1999, GEF changed its auditor from PricewaterhouseCoopers LLP to E&Y
Source: 8-K Filing (here)
Typically
Companies Fire
Auditors. In
This Case the
Auditor
Dismissed Greif
as a Client!
This is GEF’s
3rd Auditor
Change Since
19991

New Auditor Deloitte Will Not Say Greif
Has Effective Internal Controls
19
Source: 2014 10K (here)
Recently filed 10K ( Which had been delayed) See Next
Slide...
This leaves the door WIDE OPEN
for a material weakness opinion
on the whole company

Material Weakness of Internal Controls
Related to Income Taxes Playing Out?
20Source: GEF’s 10-K filings.
For GEF’s attempted explanation review its Investor Day Appendix Filing
GEF’s Effective Income Tax Expense
31%
25% 24%
22%
16%
27%
30%
41%
73%
0%
10%
20%
30%
40%
50%
60%
70%
80%
2006 2007 2008 2009 2010 2011 2012 2013 2014

Warning: Greif’s Audit Fees Doubled...
21
Source: GEF Proxy Statement
$ in millions
FY 2011 FY 2012 FY 2013 FY 2014 FY 2014
Auditor: E&Y E&Y E&Y E&Y D&T
Audit Fee $3.98 $4.45 $4.90 $4.10 $6.20
Audit-Related Fee $0.49 $0.14 $0.08 $0.18 $0.00
Tax Fee $0.81 $0.30 $0.16 $0.03 $0.71
All Other Fees (1) $0.00 $0.00 $0.00 $0.00 $1.63
Total Fees $5.28 $4.89 $5.14 $4.31 $8.54
(1) Related to corporate finance advisory of a divstiture and loan staffing services
It appears the “risk premium” Deloitte and Touche is charging Greif for its Audit Services going
forward is approximately double what Ernst & Young charged prior to resigning in July 2014. Greif’s
investors absorbed the cost of almost $13 million in audit and professional fees – a whopping $0.27
per share!

Dividend at Risk + Share Pledge As
Collateral = Big Downside Risk

Our Estimate of Free Cash Flow is
Significantly Less Rosy...
23
Source: GEF Financials, Spruce Point estimates
This is our base case
calculation of Free Cash Flow,
which doesn’t include net gains
from business sales.
$ in millions
FY 2012 FY 2013 FY 2014
Reported Cash from Ops $473.3 $250.3 $261.8
Reported Capex (PP&E) ($166.0) ($136.4) ($137.9)
Reported Free Cash Flow $307.3 $113.9 $123.9
Less: Business Acquisition $0.0 $0.0 ($53.5)
Sales of PP&E, Business, and other assets $0.0 $15.6 $133.2
FCF (ex: Timberland Transactions) $307.3 $129.5 $203.6
% change -- -57.9% 57.2%
% of sales 7.4% 3.1% 4.8%
Reported Free Cash Flow $307.3 $113.9 $123.9
Less: Proceeds from Timber $0.0 ($25.9) ($31.7)
Worst Case Adj Free Cash Flow $307.3 $88.0 $92.2
% change -- -71.4% 4.8%
% of sales 7.4% 2.1% 2.2%
In its Investor Day Appendix
(Slide 70) and Q4’14 deck
(slide 26), GEF provided the
cash proceeds from timber
sales. These figures are not
clearly identified in the Cash
Flow Statement of the
2013/2014 10K through the
Investing Section. In a worst
case, they are buried in
Operating Cash Flow and need
to be deducted
This is what GEF is spinning as
Free Cash Flow to Investors

24
Warning: Dividend Projection Omitted;
GEF Has Barely Ever Covered its Dividend
Buried in its Investor Day Appendix Presentation, GEF Intentionally Left Blank Its 2015
Dividend Forecast! The Dividend Has Only Been Safely Covered in
1 Year (2012) out of 7 Years; How Can This Persist?
Blank!

25
Warning: GEF’s Credit Facility Has
Provisions Which Could Restrict Dividends
It’s important to read GEF’s credit
facility carefully to understand the
implications of its continued ability to
pay dividends. Our interpretation in this
case, is that GEF’s Leverage Ratio
(Debt/EBITDA) needs to be monitored
carefully. GEF believes its Leverage
Ratio will be 2.5x in 2015 (Based on
$430m of EBITDA (assuming its EBITDA
is accurately stated and no debt
reduction occurs). If EBITDA
approaches $370m, its Leverage Ratio
will be pressured at 3.0x
Notwithstanding the foregoing, (x) the Company may pay
Dividends of up to the lesser of (I) $0.01 per share of Class A
Common Stock for each four consecutive Fiscal Quarters and
(II) $250,000 for each consecutive Fiscal Quarter, and the
Company may pay Dividends within 60 days after the date of
declaration thereof if at such date of declaration such
Dividend would have complied with
this Section 7.05; provided that such Dividend if permitted
only by Section 7.05(a) shall be included (without
duplication) in the calculation of the amount of Restricted
Payment for purpose of Section 7.05(a); and (y) the
Company may pay Dividends and make other Restricted
Payments not otherwise permitted under this Agreement if
(I) no Default or Event of Default is existing or would result
therefrom and (II) the Leverage Ratio, immediately after
giving pro forma effect to any such Dividend or
Restricted Payment, shall be less than 3:00:1).
Source: Credit Agreement (here)
SECTION 7.05 Dividends and Other Distributions

26
Warning: A Large Block of Shares Have
Been Pledged As Security For a Loan
Source: Proxy Statement Filed Jan 2015 (here) and Jan 2011 (here)
A large block of Class B shares have been pledged as security for a bank loan. While the exact
details of the pledge agreement are not publicly known, we believe the share pledge occurred
sometime in the 2010-2011 time period based on its first public disclosure in GEF’s Proxy
Statement filed Jan 2011.

27
Warning: A Dividend Cut Could Exacerbate
Share Price Decline, Cause Forced Selling
$37.50/sh: 25% Decline
1.5m Shares Pledged as
Security for a Loan
(reported Jan 14, 2011)
Price Range: $50-$60/share
$32.50/sh: 35% Decline
These Illustrative Levels Could
Cause Pressure to Repay the
Loan or Increase Collateral
(cash/securities) or Force a
Share Sale in Event of Default
Note: Threshold levels for illustrative purposes only. Terms of the pledge agreement or the use of proceeds for the loan are not public information

Share Class Struggles, Governance,
and Outrageous Management
Compensation

Class B Shares Are Getting a
Majority of the Dividends, and
Carry 100% of the Voting
Power
29
Warning: GEF Has A Two Share Class Structure
Insiders Currently Own More
Class B, Which Also Carries a
Higher Dividend. Who Do You
Think Mgmt Will Protect When
Things Get Very Ugly?
$ in millions
Current % of Current Shares
Voting Dividend Dividend Current Dividend Shares Mgmt/Board Repurchased
Rights Rights Per Share Yield Received Outstanding Ownership Since 11/2010
Class A No (1) Yes $1.68 4.40% 44% 25.6 2.1% 1.43
Class B Yes - 100% Yes $2.51 5.73% 56% 22.1 13.9% 1.76
(1) Unless four quarterly cumulative dividends are in arrears

30
Warning: Follow the Money; Insiders Know BestClassABeneficialOwnership
ClassBBeneficialOwnership
Source: GEF Proxy Statements
Insider Ownership Rapidly Going Towards Zero
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
0.0%
10.0%
20.0%
30.0%
40.0%
50.0%
60.0%
70.0%
Class B Class A

31
Management Comp is Immune
to GEF’s Financial Struggles
CEO’s Total Comp Has
Doubled in a Period Where
GEF’s Financial Performance
Has Deteriorated. When GEF
Talks About Opportunities to
Reduce SG&A Expenses, Are
Mgmt’s Salaries Considered?
Non-Equity Incentives are
Short and Long-Term Cash
Bonuses. The Goals to
Achieve These Astronomical
Pay Packages Appear to Be
Getting Easier
GEF Uses No Stock Options to
Incentive Management for
Long-Term Performance!
Companies That Are Bullish on
Their Future Love Getting
Stock Options (Levered Bets on
its Success.)..Not GEF’s Mgmt!
Source: 2014 Proxy filed 1/28/15 (here)

32
Here’s Why Voting Matters: Mgmt’s Long-
Term Compensation is Troubling....
Confidentiality — The Company’s EBITDA performance goals, used in the Long Term Incentive Plan for each of the three
year periods ending in fiscal year 2015, 2016 and 2017, the Class A Common Stock target price performance goals used in
the Two Year Plan (see “Two-Year Reinvigorated Incentive Plan” below) and the EMEA/APAC RONA performance goals for
fiscal year 2015 are not included in this Compensation Discussion and Analysis section because the Company believes that
disclosure of this information would cause the Company substantial competitive harm
Management is No Longer Being Held
Accountable for Operating Cash Flow –
a Critical Determinant of the
Sustainability of its Dividend
Given Our Numerous Concerns About
GEF’s EBITDA Quality, It’s Troubling
Mgmt is Now Being Rewarded Based On
This Figure
GEF does not disclose the EBITDA goals management must obtain for its Long-Term bonus. We believe
it’s incredibly odd that GEF offers EBITDA guidance to investors, but could be allowing management to be
paid even if these targets are missed!
Source: 2014 Proxy filed 1/28/15 (here)

Can Anyone Show Us
Another Company
That Uses RONA as a
Corporate Goal For
Short-Term Bonuses?
GEF Does Not Even
Provide a Definition
or Calculation in its
Proxy for Full
Transparency
Nevertheless, the
Progression of GEF’s
Corporate RONA tells
a Very Disturbing
Story, Yet its Mgmt is
Still Getting a Healthy
Payout for Dismal
Performance!
33
Mgmt’s Short-Term Bonus Appears
To Be A Block Box
Source: 2014 Proxy filed 1/28/15 (here);
Certified RONA’s provided in proxy statements
“Consistent with prior years, the Short Term Incentive Plan’s 2014 fiscal
year financial performance goals were based, and its 2015 fiscal year
financial performance measures are based, upon the achievement of
targeted measures of return on net assets (“RONA”), subject to such
adjustments that the Special Subcommittee determines to be necessary
to reflect accurately the RONA of the Company and/or one or more
operating groups of the Company on the award date. The Special
Subcommittee originally chose RONA as the measure for the Short Term
Incentive Plan because it believed this metric to be the best measure of
current profitability supporting growth”
0.00%
20.00%
40.00%
60.00%
80.00%
100.00%
120.00%
140.00%
10.00%
11.00%
12.00%
13.00%
14.00%
15.00%
16.00%
17.00%
18.00%
FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014
CertifiedRONA
ExecutivePayoutRatio
Payout (RHS)
RONA (LHS)

34
Here’s How We Measure GEF’s
Return on Capital Effectiveness
Source: Bloomberg
Note: Peers include Rock-Tenn, Bemis, AptarGroup, Nampak, Silgan, Packing Corp, Ball and Sonoco Products
By traditional capital efficiency measures, Greif is the worst among its peers
Return on Assets (ROA)
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
GEF RKT BMS ATR NPK SLGN PKG BALL SON
Group Average
Return on Equity (ROE)
0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
GEF RKT CCK BMS SLGN NPK BALL SON ATR PKG
Group Average

35
Warning: Recent Executive Departures
at Year End 2014
Nov 2014: SVP, HR Karen Lane to Retire (8-K filing)
Oct 2014: SVP and Group President Mr. Signorelli to
Retire after 22yrs (8-K filing)
May 2014: CFO Hilsheimer Appointed
April 2014: Financial Controller and Business
Managerial Controller Appointed
Dec 2013: Peter Watson COO Appointed
July 2013: McNutt Resigns as CFO (8-K Filing)
Aug 2012: VP, Treasurer Appointed
Nov 2011: Fischer Appointed CEO and Director
Dec 2010: McNutt Appointed SVP and CFO
Executive
Revolving Door

The Analysts Weigh In On Greif

37
Only One Sell Recommendation on GEF
Broker Rating Price Target
BMO Underperform $38
Baird Neutral $46
Wells Fargo Outperform $50-$53
Longbow Neutral --
DA Davidson Buy $50
Global Hunter Neutral $40
Keybanc Hold --
EVA Dimensions Buy --
Average Price
% Upside
$45
18%
Ratings Distribution
Source: Bloomberg; may not reflect all recent price changes
GEF has attracted a roster of smaller sell-side brokers, that generally have bullish/neutral opinions on
the stock. However, as you’ll see in the next slide, a few appear to be loosing patience with GEF....
33%
56%
11%
Buy Hold Sell

38
We Applaud Analysts’ For Finally Pushing
Back On GEF’s Management!
Steven Chercover: D.A. Davidson Companies
“I wanted to start with Slide 18 cash flow items. Not to sound aggressive but isn’t it a bit
misleading to say that free cash flow was up from $130 to $204, because if you strip out the
sales it’s more like it’s going from $126 to $109 year-over-year?”
“With capex higher in 2015 than normal, how do you feel about the dividend and its safety?”
“With all due respect it’s getting harder and harder to get on your conference calls let alone
attend the analyst day with the changes in the reporting date or the limited advanced notice of
these events so I do hope going forward one of your objectives is to stabilize this whole
reporting process so we have a date and stick to it.”
George Staphos - Bank of America
“Just as a comment here, I would encourage you perhaps for subsequent calls to not limit the
amount of time on a call. In this day and age where we need to have public discussion with
management in a widely disseminated forum it’s better to have our Q&A live mic as opposed to
passing back and forth commentary through questions and notes. So, just as an aside take that
into consideration at your leisure.”
Source: Q4’14 Earnings Transcript (here)

39
Analysts’ Forecasts Are Still Optimistic
GEF Can Achieve its New Financial Goals
Goals Look Impressive.
Should You Buy Into It...?
Source: 2014 Investor Day Presentation (here)

40
Management Has Failed To Deliver On
Almost Every Goal in the Past 4 Years!
GEF 2011 Investor Presentation (Source)
Avg. Organic Sales Growth (2012-14)1: 0%
Operating Profit: 7.4% in 2014
Avg. SG&A to Sales: (2011-14): 11.2%
Avg. OWC to Net Sales: (2011-14): 10.2%
Avg. RONA: (2011-14): 12.2%
1) We start from 2012 since no acquisitions were completed in 2012-2013
Debt to Total Capitalization: Currently 47%
Avg. GAAP Dividend Payout (2011-14): 80%
Avg. Annual Capex2 (2011-14): $150m
2) Gross Capital Expenditures
Our Calculated Results
Our Calculated Results

41
Going Back a Decade: Same Slide, Same
“Aspirations,” Same Dismal Results
GEF Investor Presentation From Jan 16, 2004 (Source)

($ in millions, except per share figures)
Stock % of '15E-'16E LTM Enterprise Value /
Price 52-wk Ent. Revenue EPS Gross EBITDA P/E EBITDA Revenue Debt/ Dividend
Name Ticker 2/9/2015 High Value Growth Growth Margin Margin 2015E 2016E 2015E 2016E 2015E 2016E EBITDA Yield
Ball Corp BLL $70.61 96% $13,032 1.6% 3.6% 19.4% 13.1% 16.8x 16.2x 10.7x 10.4x 1.6x 1.5x 2.8x 0.7%
Sealed Air Corp SEE $40.93 94% $12,836 3.2% 13.4% 33.2% 13.7% 20.4x 18.0x 11.0x 11.0x 1.7x 1.6x 4.3x 1.3%
Crown Holdings CCK $46.80 89% $11,238 2.2% 12.5% 14.8% 12.5% 12.4x 11.0x 8.2x 7.8x 1.1x 1.1x 4.8x 0.0%
Packaging Corp PKG $77.50 94% $9,873 2.0% 11.4% 21.0% 19.5% 15.2x 13.7x 8.0x 7.6x 1.6x 1.6x 2.1x 2.1%
Graphic Packaging GPK $14.79 99% $6,862 2.2% 11.5% 16.8% 15.6% 19.0x 17.0x 9.0x 8.7x 1.6x 1.6x 3.1x 0.0%
Bemis Company BMS $45.87 97% $5,807 2.6% 7.8% 22.4% 13.5% 17.8x 16.6x 9.5x 9.2x 1.4x 1.3x 2.3x 2.4%
Silgan Holdings SLGN $56.25 99% $4,962 1.8% 8.2% 15.3% 13.5% 17.0x 15.7x 9.2x 8.9x 1.3x 1.3x 3.0x 1.1%
AptarGroup ATR $63.65 93% $4,719 3.8% 11.2% 32.4% 17.7% 20.4x 18.3x 10.0x 9.6x 1.8x 1.7x 1.8x 1.8%
KapStone KS $30.12 87% $3,951 1.5% 16.4% 32.6% 19.8% 13.3x 11.5x 7.8x 7.3x 1.7x 1.6x 2.3x 1.3%
Max 3.8% 16.4% 33.2% 19.8% 20.4x 18.3x 11.0x 11.0x 1.8x 1.7x 4.8x 2.4%
Average 2.3% 10.7% 23.1% 15.4% 16.9x 15.3x 9.3x 8.9x 1.5x 1.5x 3.0x 1.2%
Min 1.5% 3.6% 14.8% 12.5% 12.4x 11.0x 7.8x 7.3x 1.1x 1.1x 1.8x 0.0%
Greif, Inc. GEF $41.69 71% $3,131 3.6% 17.9% 19.1% 11.0% 14.8x 12.6x 7.2x 6.6x 0.8x 0.7x 2.4x 5.0%
Source: Yahoo Finance, Wall St. Estimates. Note: GEF financials blended for Class A and B shares
42
Warning: Shares Appear Cheap;
Don’t Mistake Value For Potential Distress
Sell-side Analysts Are Overly Optimistic That GEF Can
Grow Sales Faster Than the Market, and Orchestrate
Cost Cuts to Bolster EPS Growth. With Over a Decade of
Restructuring Charges, We Are Skeptical of This View
And Believe Sales and Earnings Can Deteriorate Further
Dividend Yield Starting
to Signal Future Stress

Conclusion

44
Reasons We Are Short Greif Inc. (GEF)
Historical Dividend Not Sufficiently Covered > Real Risk of Dividend Cut (Leverage Ratio) >
Large Block of Shares Pledged as Collateral > Potential For Adverse Outcome
Accounting Concerns > Deficient Internal Controls > Management Appears to be Obfuscating
Financial Performance > What is Sustainable EBITDA and Cash Flow?
Limited Confidence in Management’s Ability to Stabilize the Business > History of Failure to
Obtain Goals Going Back 14 Years> Recent Executive Departures
Governance Concerns > Dual Class Share Structure > Management Compensation and
Bonus Structure Puts Minimal Equity At Risk To Insiders
Commodity Products > Capital Intensive > Limited Pricing Power > FX Headwinds >
Weakening End Markets > Diminishing Earnings and Cash Flow Power
Complex Organization Assembled With Dozens of Expensive and Opaque Acquisitions >
Leverage Used For Acquisitions > Declining Earnings Power > Future Problems

Obfuscating Financial Deterioration and Accounting Problems at Greif, Inc. (GEF

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