Auditor Change

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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, 2014 (August 29, 2014) 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 (see General Instruction A.2. below): ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Explanatory Note This Form 8-K/A amends the Report on Form 8-K filed by Greif, Inc. (the “Company”) on July 8, 2014, regarding the effective date of resignation of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm. Section 4 – Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant’s Certifying Accountant. (a) (1) On July 3, 2014, Ernst & Young LLP (“EY”), at that time Greif, Inc.’s (the “Company”) independent registered public accounting firm, informed the Company that it was resigning as the Company’s independent public accounting firm effective after the Company filed its Form 10-Q for its fiscal quarter ending July 31, 2014 (the “2014 Third Quarter Form 10-Q”). On August 29, 2014, the Company filed the 2014 Third Quarter Form 10-Q. Accordingly, EY’s effective date of resignation was August 29, 2014. (2) For the two fiscal years ended October 31, 2013, the reports of EY on the Company’s consolidated financial statements did not contain an adverse opinion, or a disclaimer of opinion, nor were any such reports qualified or modified as to uncertainty, audit scope, or accounting principles. (3) In connection with the audits of consolidated financial statements for each of the Company’s two fiscal years ended October 31, 2013 and the subsequent period through August 29, 2014, there were no disagreements between EY and the Company regarding any matters of accounting principles or practices, financial statement disclosure or auditing scope which, if not resolved to the satisfaction of EY, would have caused it to make reference thereto in its reports on the financial statements for such years. (4) As disclosed in the Company’s Annual Reports on Form 10-K for the years ended October 31, 2013 and 2012 (the “2013 and 2012 Form 10-Ks”) and in the 2014 Third Quarter Form 10-Q, management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2013 and 2012 and July 31, 2014 as a result of material weaknesses described in Item 9A of the 2013 and 2012 Form 10-Ks and in Item 4 of the 2014 Third Quarter Form 10-Q, which disclosure is incorporated herein by reference. EY issued an adverse opinion on the effectiveness of internal controls over financial reporting as of October 31, 2013 and 2012 as a result of these material weaknesses. The Company’s Audit Committee has discussed the material weaknesses in the Company’s internal control over financial reporting with EY and has authorized EY to respond fully to the inquiries from the Company’s new independent public accounting firm concerning such material weaknesses. (5) The Company has provided a copy of this Form 8-K/A to EY and has requested that EY furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements in this item 4.01(a). A copy of such letter, dated September 3, 2014, is filed as Exhibit 16(b) to this Form 8-K/A. Section 9 – Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 16(a) Letter from Ernst & Young LLP dated July 8, 2014.* 16(b) Letter from Ernst & Young LLP September 3, 2014.* * Included herein. 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, 2014 By /s/ Lawrence A. Hilsheimer Lawrence A. Hilsheimer Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description 16(a) Letter from Ernst & Young LLP dated July 8, 2014.* 16(b) Letter from Ernst & Young LLP dated September 3, 2014.* * Included herein.