10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-38736

WESTROCK COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware	37-1880617
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
1000 Abernathy Road NE, Atlanta, Georgia	30328
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (770) 448-2193

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WRK	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the common equity held by non-affiliates of the registrant as of March 31, 2022 (based on the closing price per share as reported on the New York Stock Exchange on such date), was approximately $12,163 million.

As of November 4, 2022, the registrant had 254,463,987 shares of Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 27, 2023 are incorporated by reference in Part III.

WESTROCK COMPANY

INDEX TO FORM 10-K

		Page Reference
	PART I
Item 1.	Business	3
Item 1A.	Risk Factors	14
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	28
Item 4.	Mine Safety Disclosures	28
	PART II
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer
	Purchases of Equity Securities	29
Item 6.	[Reserved]	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Financial Statements and Supplementary Data	61
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	133
Item 9A.	Controls and Procedures	133
Item 9B.	Other Information	134
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	134
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	135
Item 11.	Executive Compensation	136
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related
	Stockholder Matters	136
Item 13.	Certain Relationships and Related Transactions, and Director Independence	137
Item 14.	Principal Accounting Fees and Services	137
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	138
Item 16.	Form 10-K Summary	138

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PART I

Item 1. BUSINESS

Unless the context otherwise requires, “we”, “us”, “our”, “WestRock” and “the Company” refer to the business of WestRock Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

General

WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging solutions that help our customers win in the marketplace. Our team members support customers around the world from our operating and business locations in North America, South America, Europe, Asia and Australia.

Effective October 1, 2021, we reorganized our segment reporting to four reportable segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. We reorganized our reportable segments due to changes in our organizational structure and how our chief operating decision maker (“CODM”) makes key operating decisions, allocates resources and assesses the performance of our business. Prior period amounts have been recast throughout the Notes to Consolidated Financial Statements, as applicable, to conform to the new segment structure. These changes did not impact our consolidated financial statements. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements for additional information.

Products

We are one of the largest integrated producers of linerboard, white-top linerboard and corrugating medium (“containerboard”) in North America, and we serve primarily corrugated packaging markets. We believe we are the largest producer of kraft paper and saturating kraft in North America. We are one of the largest producers of paperboard in North America, and we operate both integrated virgin and recycled fiber mills. Our mill system manufactures for the benefit of each reportable segment that ultimately sells the associated paper and packaging products to our external customers. Additionally, our recycling operations are conducted as a procurement function, focusing on the procurement of low cost, high quality recycled fiber for our mill system. See “Item 2. Properties” for additional information on our annual production capacity and types of containerboard and paperboard we manufacture, and Item 1. “Business — Sales and Marketing” for additional information on our vertical integration.

Corrugated Packaging Segment

Our Corrugated Packaging segment consists of our integrated corrugated converting operations and generates its revenues primarily from the sale of corrugated containers and other corrugated products including displays. Our integrated corrugated packaging system manufactures primarily containerboard, corrugated sheets, corrugated packaging and preprinted linerboard for sale to consumer and industrial products manufacturers and corrugated box manufacturers. We produce a full range of high-quality corrugated containers designed to protect, ship, store, promote and display products made to our customers’ specifications. We convert corrugated sheets into corrugated products ranging from one-color protective cartons to graphically brilliant point-of-purchase packaging. Our corrugated container plants serve local customers and regional and large national accounts. Corrugated packaging is used to provide protective packaging for shipment and distribution of food, paper, health and beauty, and other household, consumer, commercial and industrial products. Corrugated packaging may also be graphically enhanced for retail sale, particularly in club store locations. We provide customers with innovative packaging solutions to help them promote and sell their products. We provide structural and graphic design, engineering services and custom, proprietary and standard automated packaging machines, offering customers turn-key installation, automation, line integration and packaging solutions. We offer a machinery solution that creates pouches that replace single-use plastics, including bubble mailers. To make corrugated sheet stock, we feed linerboard and corrugating medium into a corrugator that flutes the medium to specified sizes, glues the linerboard and fluted medium together, and slits and cuts the resulting corrugated paperboard into sheets to customer specifications.

We design, manufacture and, in certain cases, pack temporary displays for sale to consumer products companies and retailers. These displays are used as marketing tools to support new product introductions and specific product promotions in mass merchandising stores, supermarkets, convenience stores, home improvement

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stores and other retail locations. We also design, manufacture and, in some cases, pre-assemble permanent displays for these customers. We make temporary displays primarily from corrugated paperboard. Unlike temporary displays, permanent displays are restocked with our customers’ product; therefore, they are constructed primarily from metal, plastic, wood and other durable materials. We manufacture and distribute point of sale material utilizing litho, screen and digital printing technologies. We manufacture lithographic laminated packaging for sale to our customers that require packaging with high quality graphics and strength characteristics.

Sales of corrugated packaging products to external customers accounted for 42.3%, 43.2% and 42.9% of our net sales in fiscal 2022, 2021 and 2020, respectively. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information.

Consumer Packaging Segment

Our Consumer Packaging segment consists of our integrated consumer converting operations and generates its revenues primarily from the sale of consumer packaging products such as folding cartons, interior partitions, inserts and labels. We are one of the largest manufacturers of folding cartons in North America. We believe we are the largest manufacturer of solid fiber partitions in North America measured by net sales. Our folding cartons are used to package items such as food, paper, beverages, dairy products, tobacco, confectionery, health and beauty and other household consumer, commercial and industrial products, primarily for retail sale. Our folding cartons are also used by our customers to attract consumer attention at the point-of-sale. We manufacture express mail packages for the overnight courier industry, provide inserts and labels, as well as rigid packaging and other printed packaging products, such as transaction cards (e.g., credit, debit, etc.), brochures, product literature, marketing materials (such as booklets, folders, inserts, cover sheets and slipcases) and grower tags and plant stakes for the horticultural market. For the global healthcare market, we manufacture paperboard packaging for over-the-counter and prescription drugs. Our customers generally use our inserts and labels to provide customer product information either inside a secondary package (e.g., a folding carton) or affixed to the outside of a primary package (e.g., a bottle). Folding cartons typically protect customers’ products during shipment and distribution, and employ graphics to promote them at retail. We manufacture folding cartons from recycled and virgin paperboard, laminated paperboard and various substrates with specialty characteristics, such as grease masking and microwaveability. We print, coat, die-cut and glue the cartons to customer specifications and ship finished cartons to customers for assembling, filling and sealing. We employ a broad range of offset, flexographic, gravure, backside printing, coating and finishing technologies, as well as iridescent, holographic, textured and dimensional effects to provide differentiated packaging products, and support our customers with new package development, innovation and design services and package testing services. We manufacture and sell our solid fiber and corrugated partitions and die-cut paperboard components principally to glass container manufacturers, producers of beer, food, wine, spirits, cosmetics and pharmaceuticals, and the automotive industry.

Sales of consumer packaging products to external customers accounted for 23.2%, 23.5% and 23.7% of our net sales in fiscal 2022, 2021 and 2020, respectively. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information.

Global Paper Segment

Our Global Paper segment consists of our commercial paper operations and generates its revenues primarily from the sale of containerboard, paperboard and specialty grades to external customers, and we serve primarily corrugated packaging, folding carton, food service, liquid packaging, tobacco and commercial print markets. We sell our products globally to customers who value our scale, wide range of products, and service. Sales of global paper products to external customers accounted for 27.9%, 26.6% and 27.0% of our net sales in fiscal 2022, 2021 and 2020, respectively. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information.

Distribution Segment

Our Distribution segment consists of our distribution and display assembly operations and generates its revenues primarily from the distribution of packaging products and assembly of display products. We distribute

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corrugated packaging materials and other specialty packaging products, including stretch film, void fill, carton sealing tape and other specialty tapes, through our network of warehouses and distribution facilities. We also provide contract packing services, such as multi-product promotional packing and product manipulation, such as multipacks and onpacks. Sales in our Distribution segment to external customers accounted for 6.6%, 6.7% and 6.3% of our net sales in fiscal 2022, 2021 and 2020, respectively. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, for additional information.

Land and Development Segment

During fiscal 2020, we completed the monetization of the various real estate holdings that we owned that were concentrated in the Charleston, SC region. Sales in our Land and Development segment to external customers accounted for 0.1% of our net sales in fiscal 2020. Following completion of the monetization of these assets, we ceased reporting the results of the Land and Development segment as a separate segment. See “Note 7. Segment Information” for additional information.

Seasonality

While our businesses are not materially impacted by seasonality, there is some variability in demand that occurs from quarter to quarter, with net sales in the first quarter of each fiscal year typically being the lowest. As such, we disclose net sales, Adjusted EBITDA (as hereinafter defined) and shipment data by segment by quarter in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Generally, we expect more of our earnings and cash flows to be generated in the second half of the fiscal year than in the first half of the fiscal year due to these variations and other factors, including the timing of scheduled mill maintenance outages.

Raw Materials

The primary raw materials used by our mill operations are recycled fiber at our recycled containerboard and paperboard mills and virgin fiber from hardwoods and softwoods at our virgin containerboard and paperboard mills. Certain of our virgin containerboard is manufactured with some recycled fiber content. Our overall fiber sourcing for all of our mills is approximately 65% virgin and 35% recycled. See “Item 2. Properties” for additional information. Recycled fiber prices and virgin fiber prices can fluctuate significantly. Recycled fiber and virgin fiber costs increased significantly in fiscal 2022 compared to fiscal 2021.

Containerboard and paperboard are the primary raw materials used by our converting operations. Our converting operations use many different grades of containerboard and paperboard. We supply substantially all of our converting operations' needs for containerboard and paperboard from our own mills and through the use of trade swaps with other manufacturers. These arrangements allow us to optimize our mill system and reduce freight costs. Because there are other suppliers that produce the necessary grades of containerboard and paperboard used in our converting operations, we believe we would be able to source significant replacement quantities from other suppliers in the event that we incur production disruptions for recycled or virgin containerboard and paperboard. See Item 1A. “Risk Factors — We May Face Increased Costs For, or Inadequate Availability of, Raw Materials, Energy and Transportation”.

Energy

Energy is one of the most significant costs of our mill operations. The cost of natural gas, coal, oil, electricity and wood by-products (biomass) at times has fluctuated significantly. In our coated and uncoated recycled paperboard mills, we use primarily natural gas and electricity to generate steam used in the paper making process. In our integrated kraft paper mills, we use natural gas, biomass, fuel oil and some coal to generate steam used in the pulping and paper making processes and to generate some or all of the electricity used on site. We primarily use electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. Energy costs increased significantly in fiscal 2022 compared to fiscal 2021. See Item 1. “Business — Governmental Regulation — Environmental” for additional information. See also Item 1A. “Risk Factors — We May Face Increased Costs For, or Inadequate Availability of, Raw Materials, Energy and Transportation”. See also Item 7A. “Quantitative and Qualitative Disclosures About Market Risk —

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“Energy” and “Derivative Instruments / Forward Contracts” for additional information regarding our energy consumption.

Transportation

Inbound and outbound freight is a significant cost for us. Factors that influence our freight expense are distance between our shipping and delivery locations, distance from our facilities to our customers and suppliers, mode of transportation (rail, truck, intermodal and ocean) and freight rates, which are influenced by supply and demand and fuel costs. We experienced higher freight costs and some distribution delays in both fiscal 2022 and 2021. The principal markets for our products are in North America, South America, Europe, Asia and Australia. See Item 1A. “Risk Factors — We May Face Increased Costs For, or Inadequate Availability of, Raw Materials, Energy and Transportation”.

Sales and Marketing

None of our external customers individually accounted for more than 10% of our consolidated net sales in fiscal 2022. We generally manufacture our products pursuant to our customers’ orders. We believe that we have good relationships with our customers. See Item 1A. “Risk Factors — We Depend on Certain Large Customers”.

As a result of our vertical integration, our mills’ sales volumes may be directly impacted by changes in demand for our packaging products. During fiscal 2022, approximately two-thirds of our coated natural kraft tons shipped, approximately three-fifths of our coated recycled paperboard tons shipped and approximately one-fifth of our bleached paperboard tons shipped were delivered to our converting operations, primarily to manufacture folding cartons, and approximately four-fifths of our containerboard tons shipped, including trade swaps and buy/sell transactions, were delivered to our converting operations to manufacture corrugated products. The mill owned by our Seven Hills Paperboard LLC (“Seven Hills”) joint venture in Lynchburg, VA manufactures gypsum paperboard liner for sale to our joint venture partner. Under the terms of our Seven Hills joint venture arrangement, our joint venture partner is required to purchase all of the qualifying gypsum paperboard liner produced by Seven Hills. Excluding the production from Seven Hills and from our Aurora, IL mill, which is converted into book covers and other products, approximately one-third of our specialty recycled paperboard tons shipped in fiscal 2022 were delivered to our converting operations, primarily to manufacture interior partitions. We have the ability to move our internal sourcing among certain of our mills to optimize the efficiency of our operations. We believe that our ability to leverage our full portfolio of differentiated solutions and capabilities enables us to set ourselves apart from our competitors.

We market our products primarily through our own sales force. We also market a number of our products through independent sales representatives and independent distributors. We generally pay our sales personnel a combination of base salary, commissions and annual bonus. We pay our independent sales representatives on a commission basis. Orders from our customers generally do not have significant lead times. We discuss foreign net sales to unaffiliated customers and other non-U.S. operations’ financial and other segment information in “Note 7. Segment Information” of the Notes to Consolidated Financial Statements.

Competition

We operate in a competitive global marketplace and compete with many large, well established and highly competitive manufacturers and service providers. Our business is affected by a range of macroeconomic conditions, including industry capacity changes, global competition, economic conditions in the United States (“U.S.”) and abroad, as well as fluctuations in currency exchange rates.

The industries in which we operate are highly competitive, and no single company dominates any of those industries. Our containerboard and paperboard operations compete with integrated and non-integrated national and regional companies operating primarily in North America, and to a limited extent, manufacturers outside of North America. Our competitors include large and small, vertically integrated companies and numerous smaller non-integrated companies. In the corrugated packaging and folding carton markets, we compete with a significant number of national, regional and local packaging suppliers in North America and abroad. In the solid fiber interior packaging, promotional point-of-purchase display and converted paperboard products markets, we primarily compete with a smaller number of national, regional and local companies offering highly specialized products.

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Since all of our businesses operate in highly competitive industry segments, we regularly discuss sales opportunities for new business or for renewal of existing business with customers. Our packaging products compete with packaging made from other materials, including plastics. The primary competitive factors we face include price, design, product innovation, quality, service and sustainability, with varying emphasis on these factors depending on the product line and customer preferences. Our machinery solutions represent one example of how we compete by providing differentiated solutions that create value for our customers. We believe that we compete effectively with respect to each of these factors and we obtain feedback on our performance with periodic customer surveys, among other means.

The industries in which we operate have undergone consolidation. Within the packaging products industry, larger customers, with an expanded geographic presence, have tended to seek suppliers that can, because of their broad geographic presence, efficiently and economically supply all or a range of their packaging needs. In addition, our customers continue to demand higher quality products meeting stricter quality control requirements. Increasing demand for more sustainable products is also impacting our industry. See Item 1. “Business — Sustainability” for additional information.

See Item 1A. “Risk Factors — We Face Intense Competition” and “Risk Factors — We Have Been, And May Be In the Future, Adversely Affected by Factors That Are Beyond Our Control, Such as U.S. and Worldwide Economic and Financial Market Conditions, and Social and Political Change”.

Governmental Regulation

Health and Safety

Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that create safety exposures. The health and safety of our team members is our most important responsibility, and our goal is to create a 100% safe work environment for our team members. Our safety strategy focuses on People, Process, Prevention and Performance. We seek to reduce exposures and eliminate life changing events through engagement, execution of targeted, results-driven activities, and implementation of systems that promote continuous improvement. Our commitment to safety is reinforced by our use of the WestRock Safety Excellence Management System, a robust safety program and training curriculum.

We are subject to a broad range of foreign, federal, state and local laws and regulations relating to occupational health and safety, and our safety program includes measures required for compliance. We have incurred, and will continue to incur, capital expenditures to meet our health and safety compliance requirements, as well as to continually improve our safety systems. We believe that future compliance with occupational health and safety laws and regulations will not have a material adverse effect on our results of operations, financial condition or cash flows.

The global impact of the COVID-19 pandemic (“COVID”) has affected our operational and financial performance to varying degrees. The extent of the effects of future public health crises, including a resurgence of COVID, or related containment measures and government responses are highly uncertain and cannot be predicted.

Certain governmental authorities in locations where we do business have established asbestos standards for the workplace. Although we do not use asbestos in manufacturing our products, asbestos containing material (“ACM”) is present in some of the facilities we own or lease. For those facilities where ACM is present and ACM is subject to regulation, we have established procedures for properly managing it.

Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve discharges to water, air emissions, water intake and waste handling and disposal activities. These processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as the requirements of environmental permits and similar authorizations issued by various governmental authorities.

We estimate that we will invest approximately $36 million for capital expenditures during fiscal 2023 in connection with matters relating to environmental compliance. It is possible that our capital expenditure assumptions

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and project completion dates may change, and our projections are subject to change due to items such as the finalization of ongoing engineering projects or changes in environmental laws and regulations.

See “Note 17. Commitments and Contingencies — Environmental” of the Notes to Consolidated Financial Statements for additional information. See Item 1A. “Risk Factors — We Are Subject to a Wide Variety of Laws, Regulations and Other Requirements That are Subject to Change and May Impose Substantial Compliance Costs”.

Sustainability

At WestRock, we say sustainability is in every fiber of our company. Our vision, Imagining and Delivering on the Promise of a Sustainable Future, is represented by three pillars:

▪Supporting People and Communities

▪Bettering the Planet

▪Innovating for Our Customers and Their Customers

Our recycling operations bring the process full circle by collecting recovered fiber that is used by our own paper mills and by others to produce new paper products. We have a long history of recycling and are one of the largest recyclers in the paper industry.

All of our North American virgin fiber sourcing regions are certified to the Sustainable Forestry Initiative (SFI®) Fiber Sourcing standard. Our forestland in Brazil is certified to the Brazilian Forest Certification Programme (CERFLOR®), the Programme for the Endorsement of Forest Certification (PEFC®) and the Forest Stewardship Council (FSC®). To provide traceability for the virgin fiber used in our operations, we have certified more than 95 percent of our wholly owned, fiber-based manufacturing facilities to three, internationally recognized chain-of-custody standards: SFI®, PEFC® and FSC®.

Climate Change

Sustainability and innovation are fundamental to our vision to become the world’s best paper and packaging company, and we are working to improve the carbon footprint of our manufacturing operations by setting targets to reduce greenhouse gas (“GHG”) emissions and developing projects to become more energy efficient. Our integrated kraft paper mills, our most energy-intensive manufacturing facilities, currently burn renewable biomass to generate more than 60 percent of their energy needs. Most of these facilities also self-generate the steam and electricity needed for their manufacturing processes using efficient combined heat and power or “cogeneration” systems. During fiscal 2022, our recycling operations helped to divert approximately seven million tons of paper and packaging that might otherwise go into landfills where it might otherwise degrade and release GHGs. Our fiber procurement activities create economic incentives for landowners and family tree farmers to maintain their holdings as working forests that sequester carbon and provide many other environmental benefits, including protection for fresh water supplies and habitats for diverse species of plants and animals.

Governance

Board-level oversight of climate and other sustainability matters resides with the Nominating and Corporate Governance Committee of the board of directors, and six members of the board of directors have sustainability experience.

In addition to Board-level oversight, we augmented our management-level oversight of sustainability matters during fiscal 2022. WestRock’s executive leadership team has responsibility for establishing our sustainability strategy, including with respect to climate-related issues. In fiscal 2022, we hired a new Senior Vice President of Strategy and Sustainability who reports to our President, Global Paper and is responsible for providing guidance on our sustainability strategy and driving implementation of our sustainability strategy throughout the organization in collaboration with other executives. Our Vice President, Sustainability, manages day-to-day implementation of this strategy. In addition to our sustainability executives, we have established cross-functional groups within the organization to provide input on our sustainability strategy, develop plans to achieve our sustainability targets and embed our sustainability goals into our operations. These groups include representatives from our product stewardship, environmental, innovation, engineering, manufacturing, finance, legal and communication groups.

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Targets and Metrics

In 2015, we established a goal to reduce our Scope 1 and Scope 2 GHG emissions per ton of production by 20% from a 2015 baseline by 2025. As of our September 30, 2021 reporting, we achieved a reduction of 15% of GHG per ton of production and an absolute reduction of 22% from our baseline. We have accomplished GHG reductions in our business primarily by displacing coal with natural gas and investing in new biomass boilers.

In 2021, we increased the ambition of our GHG emissions-reduction efforts by setting a science-based target ("SBT") for GHG emissions reduction. Our SBT involves reducing absolute Scope 1 and 2 GHG emissions 27.5% by 2030 from a 2019 baseline year. The SBT also includes a reduction in absolute Scope 3 GHG emissions from purchased goods and services, fuel and energy activities, upstream and downstream transportation and distribution, and end-of-life treatment of sold products by 27.5% within the same timeframe. We validated the SBT with the Science-Based Targets Initiative and announced our target in the first half of 2022.

Strategy

We expect our SBT to guide our work as we plan, invest in, organize, and develop projects to reduce our GHG emissions. Our current strategy to achieve our SBT includes projects to displace fossil fuels, improve energy efficiency, use virtual power purchase agreements, and re-evaluate our renewable energy credits ("RECs") strategy. We expect to invest more than $160 million through 2030 to achieve our SBT, although this estimate is subject to change for a variety of reasons, including the timing of project completion. We plan to regularly review our SBT strategy to consider the impacts of developing carbon reduction technologies, optimize the mix of carbon reduction projects to achieve our targets, and assess opportunities to achieve our SBT more quickly.

We also have embedded carbon considerations into our capital planning processes. Our capital request form includes a tool that provides project developers, reviewers, and approvers with information on whether their proposed initiative will add to or reduce carbon from the affected facility. The tool also can be used to assess potential project impacts on water intake and solid waste generation. This process is designed to increase awareness of GHG emissions and other environmental impacts within the organization and to provide us with information to use in optimizing our SBT and sustainability strategies.

Opportunities and Risks

Climate change presents certain opportunities and risks for our business.

With respect to opportunities, for example, we produce renewable energy and generate RECs at our integrated kraft mills. We have sold RECs in the past and may sell them in the future. The RECs we generate are flexible, market-based tools that support the renewable energy market. As part of our SBT strategy work, we plan to consider whether modifying our use of RECs may help us advance our progress against this target. Our recycling activities also may present the opportunity to generate offsets that could be used to meet climate-related obligations for ourselves or others.

Our business has been and may continue to be impacted by changing customer preferences for products perceived to be sustainable due to their carbon footprint. We proactively engage in dialogue with customers that have expressed a desire to track or qualify their suppliers based on their carbon footprint. We do not believe that our product offerings and operations have been materially impacted by climate change to date, and we believe we are well positioned to meet customer requirements for fiber-based, recyclable products that may replace plastic and minimize product end-of-life GHG emissions.

Climate change also presents risks and uncertainties for us. With respect to physical risks, our physical assets and infrastructure, including our manufacturing operations, have been and may in future periods be impacted by severe weather-related events, such as hurricanes, tornados, other extreme storms, wildfires and floods, potentially resulting in items such as physical damage to our facilities and lost production. Unpredictable weather patterns also may result in supply chain disruptions and increased material costs, such as through impacts to virgin fiber supplies and prices, which may fluctuate during prolonged periods of heavy rain or drought or during tree disease or insect

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epidemics that may be caused by variations in climate conditions. On the other hand, changes in climate also could result in more accommodating weather patterns for greater periods of time in certain areas, which may create favorable fiber market conditions. We incorporate a review of meteorological forecast data into our fiber procurement decisions and strategies. To the extent that severe weather-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our results of operations, cash flows and financial condition, and the trading price of our Common Stock (as hereinafter defined) may be adversely impacted.

Responses to climate change may result in regulatory risks as new laws and regulations aimed at reducing GHG emissions come into effect. These rules and regulations could take the form of cap-and-trade, carbon taxes, or GHG reduction mandates for utilities that could increase the cost of purchased electricity. New climate rules and regulations also may result in higher fossil fuel prices or fuel efficiency standards that could increase transportation costs. Certain jurisdictions in which we have manufacturing facilities or other investments have already taken actions to address climate change. In the U.S., the EPA has issued the Clean Air Act permitting regulations applicable to certain facilities that emit GHG. The EPA also has promulgated a rule requiring certain industrial facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year to file an annual report of their emissions. While we have U.S. facilities subject to existing GHG permitting and reporting requirements, the impact of these requirements has not been material to date. In addition to these national efforts, some U.S. states in which we have manufacturing operations, including Washington, New York, and Virginia, are taking measures to reduce GHG emissions, such as requiring GHG emissions reporting or developing regional cap-and-trade programs.

Several of our international facilities are in countries that have already adopted GHG emissions trading or other regulatory programs. Other countries in which we conduct business, including China, European Union member states and India, have set GHG reduction targets in accordance with the agreement among over 170 countries that established a framework for reducing global GHG emissions (also known as the “Paris Agreement”), which became effective in November 2016 and which the United States formally rejoined in February 2021.

We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we monitor developments in climate related laws, regulations, and policies to assess the potential impact of such developments on our results of operations, financial condition, cash flows and disclosure obligations. Compliance with climate programs may require future expenditures to meet GHG emission reduction obligations. These obligations may include carbon taxes, the requirement to purchase GHG credits, or the need to acquire carbon offsets. Also, we may be required to make capital and other investments to displace traditional fossil fuels, such as fuel oil and coal, with lower carbon alternatives, such as biomass and natural gas.

Additional information regarding our GHG targets and strategy are available in our 2021 Sustainability Report, which we prepared in accordance with the Global Reporting Initiative (GRI) Standards Core Option. Our sustainability reports are available on our website at www.westrock.com/sustainability. The information contained in these sustainability reports is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC.

Patents and Other Intellectual Property

We hold a substantial number of foreign and domestic trademarks, trademark applications, trade names, patents, patent applications and licenses relating to our business, our products and our production processes. Our patent portfolio consists primarily of utility and design patents relating to our products and manufacturing operations. Our portfolio also includes exclusive rights to substantial proprietary packaging system technology in the U.S. and other licenses obtained from a third-party. Our brand name and logo, and certain of our products and services, are protected by domestic and foreign trademark rights. Our patents, trademarks and other intellectual property rights, particularly those relating to our converting operations, are important to our operations as a whole. Our intellectual property has various expiration dates.

Human Capital

Overview

WestRock aims to recruit, develop, and retain diverse, best-in-class talent. To foster their and our success, we seek to create an environment where people can do their best work – a place where they can be their authentic

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selves, guided by our values. We strive to maximize the potential of our human capital resources by creating a respectful, rewarding, and inclusive work environment that enables our global team members to create products and services that further our mission to be the best paper and packaging company.

At September 30, 2022, we employed approximately 50,500 people, approximately 92% were in sales and operations, including manufacturing, distribution, product and services support; and approximately 8% were in general and administration, including groups such as finance, human resources, information technology, legal and supply chain. Approximately 78% were located in the U.S. and Canada and 22% were located in Europe, South America, Mexico and Asia Pacific. Of the approximately 50,500 employees, approximately 70% were hourly and 30% were salaried. Approximately 55% of our hourly employees in the U.S. and Canada are covered by collective bargaining agreements (“CBAs”), which typically have four to six-year terms. Approximately 32% of those employees covered under CBAs are operating under agreements that expire within one year and approximately 27% of those employees are working under expired contracts.

While we have experienced isolated work stoppages from time to time, we believe that working relationships with our employees are generally good. We are presently engaged with a labor dispute and resulting work stoppage at our Mahrt mill in Cottonton, AL. We have effectuated a contingency plan, and the mill is continuing to operate and produce paper for our customers.

In December 2019, the United Steelworkers Union (“USW”) ratified a master agreement that applies to substantially all of our U.S. facilities represented by the USW. The agreement has a four-year term and covers a number of specific items, including wages, medical coverage and certain other benefit programs, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits us to apply its terms to USW employees who work at facilities we acquire during the term of the agreement. The master agreement covers approximately 62 of our U.S. operating locations and approximately 8,800 of our employees. While the terms of our CBAs vary, we believe the material terms of the agreements are customary for the industry, the type of facility, the classification of the employees and the geographic location covered.

See Item 1A. “Risk Factors — We May Be Adversely Impacted By Work Stoppages and Other Labor Relations Matters”.

Culture

WestRock’s culture is grounded in our values:

▪Integrity – being honest and ethical, doing the right thing

▪Respect – treating one another with respect, and earning the respect of team members, customers, suppliers through our actions

▪Accountability – being responsible for our work and to our team. Collectively contributing to the success of our company and our customers

▪Excellence – striving to perform at the highest levels – for ourselves, our customers, investors and communities

At the core of our employee listening systems is our bi-annual engagement survey, which is augmented with employee pulse checks after hire and promotion, and exit interviews/surveys. These pulse checks/surveys enable us to gather feedback directly from our workforce to inform our employee programs. In 2022, 77% of selected team members participated in the pulse survey and 86% of global team members participated in the 2021 engagement survey. The 2022 pulse survey showed a slight decrease in engagement when compared to the 2021 full engagement survey. The survey and pulse covered topics such as company strategy and direction, leadership, inclusion, safety, culture, pay and benefits, and learning and development. We use external benchmarks, including one specific to manufacturing companies, as points of comparison, and monitor how we perform against these benchmarks for many of the items we survey.

Diversity, Inclusion, Equity and Belonging

Our Diversity, Inclusion, Equity and Belonging objective is to be a company where each of us genuinely belongs, is respected and valued, and can do our best work.

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At September 30, 2022, 22% of our global workforce was comprised of women and 35% of our U.S. based workforce was comprised of people of color. Our board of directors includes four women (representing 33% of directors) and two people of color (representing 17% of directors). We have implemented a multi-year plan designed to increase our workforce diversity, advance inclusion, equity and belonging, accelerate the development and career movement of diverse talent and ensure diverse succession plans such that we continue to create future opportunities for all of our team members.

In fiscal 2021, the annual short-term incentive plan for our CEO and for the senior leadership team reporting to the CEO included an evaluation and measurement of progress in the metrics and programs that directly support diversity and inclusion, such as:

▪Talent acquisition and retention metrics

▪Learning and development programs for leaders and managers, commercial and operations talent

▪Representation progress within and across career streams

We expanded the application of the evaluation and measurement of our diversity and inclusion progress in our fiscal 2022 short-term incentive plan to include approximately 100 of our senior leaders.

In fiscal 2022, we also partnered with external experts and developed a learning experience focused on unconscious bias and provided tailored workshops to 62% of our hourly workforce and 81% of our salaried workforce. This experience is one example of how we are seeking to expand awareness and build the skill set and mindset to create a truly inclusive environment.

In collaboration with organizations such as the Executive Leadership Council, Calibr, Harvard Program for Women, Pathways and Signature, we are providing external development opportunities for our diverse talent. To connect and develop team members within WestRock, we support highly engaged resource groups for early in career, women, racial and ethnic minorities, military, people with different abilities, or who identify as LGBTQIA+, where team members can go for support, networking, and community-building.

WestRock conducts pay equity analyses annually in the U.S., Great Britain and France to help identify any unsupported distinctions in pay between team members of different races, gender and/or age, as permitted by local law. We make adjustments to base pay, where appropriate.

Safety and Wellness

We are committed to supporting our team members’ safety and well-being. We have an extensive safety program that is implemented at our sites and includes a focus on eliminating exposures, reducing recordable incidents, lost workdays and life changing events. With strong reporting capabilities we have demonstrated year-over year improvements, as well as favorable results compared to our industry. In fiscal 2022, we made significant progress in reducing life-changing events, while lost workdays and recordable incident rates slightly increased over the prior year. In addition, our safety results measured favorably compared to industry performance.

In fiscal 2022, we deployed broad human and organizational performance training in the U.S. and internationally focused on continuous safety improvement and the relationships that exist between systems, processes, equipment and people to drive better safety practices.

Talent Attraction, Retention and Development

The attraction, retention and development of exceptional team members is critical to our success. We accomplish this, in part, by seeking to develop the capabilities of our team members through our continuous learning, development and performance management programs. These programs include our safety, six sigma, supply chain, leadership, commercial and operational development programs.

We invest in our senior leadership through the Leadership Excellence, Elevate and Essentials programs; and we invest in our commercial teams through quarterly product training, best practice sharing, and development workshops that focus on the capabilities needed today and tomorrow to anticipate and meet our customers’ changing requirements.

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In fiscal 2022, we initiated the deployment of common equipment and reliability operations/technical training across our sites with a focus on our newest hires. We continue to invest in technical development curriculum with a focus on building the best technical, engineering, operational talent. We continue to leverage our online learning library, which has over 8,500 courses and 200 playlists by topic area or experience/skill set.

We sponsor early in career rotations and college hire programs that support our functions and local operations. We build partnerships with schools, universities and associations to promote future careers in manufacturing. During fiscal 2022, we also expanded our relationships with historically black colleges and universities, the National Association of Manufacturers and other partners and associations, and established a new multi-year scholarship and engagement program with the Thurgood Marshall College Fund.

Total Rewards

Our total rewards programs are designed to offer competitive compensation, comprehensive benefits and other programs to support employees’ growth, both personally and professionally, and the diverse needs and well-being of our employees worldwide. We believe the structure of our compensation and benefit programs provide the appropriate incentives to attract, retain and motivate our employees. We provide base pay that is competitive and that aligns with employee positions, skill levels, experience and geographic location. In addition to base pay, we seek to reward employees with annual incentive awards, recognition programs, and equity awards for employees at certain job levels.

Employee benefits packages may include: 401(k) plan, pension plan, core and supplemental life insurance, financial courses and advisors, employee assistance programs, tuition assistance, family planning and adoption assistance, medical and dental insurance, vision insurance, health savings accounts, health reimbursement and flexible spending accounts, well-being rewards programs, vacation pay, holiday pay, and parental and adoption leave.

Over the past two years, we enhanced certain of the Company’s benefits and practices to support the health and well-being of our employees through the challenges of the pandemic and significant supply chain disruptions caused by winter storms and natural disasters. In the fall of 2022, we announced the opportunity for part time work and benefits effective January 2023 for employees who work 20 hours or greater each week. We believe this added work and schedule flexibility will position us to better meet the needs of employees, customers, and manufacturing sites and leverage new sources of talent.

International Operations

Our operations outside the U.S. are conducted through subsidiaries located in Canada, Latin America, Asia Pacific, and Europe, Middle East and Africa ("EMEA"). Sales attributable to non-U.S. operations were 18.3%, 18.3% and 17.5% of our net sales in fiscal 2022, 2021 and 2020, respectively, some of which were transacted in U.S. dollars. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements for additional information. See also Item 1A. “Risk Factors — We are Exposed to Risks Related to International Sales and Operations”.

Available Information

Our Internet address is www.westrock.com. Our Internet address is included herein as an inactive textual reference only. The information contained on our website, including our 2021 Sustainability Report, is not incorporated by reference herein and should not be considered part of this report. We file annual, quarterly and current reports, proxy statements (and any amendments thereto) and other information with the Securities and Exchange Commission (“SEC”) and we make available free of charge most of our SEC filings through our Internet website as soon as reasonably practicable after filing with the SEC. You may access these SEC filings via the hyperlink that we provide on our website to a third-party SEC filings website. We also make available on our website our board committee charters, as well as the corporate governance guidelines adopted by our board of directors, our Code of Conduct for employees, our Code of Conduct and Ethics for the Board of Directors and our Code of Ethical Conduct for Chief Executive Officer (“CEO”) and Senior Financial Officers. Any amendments to, or waiver from, any provision of these codes that are required to be disclosed will be posted on our website. We will also provide copies of these documents, without charge, at the written request of any stockholder of record. Requests for copies should be mailed to: WestRock Company, 1000 Abernathy Road NE, Atlanta, Georgia 30328, Attention: Corporate Secretary.

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Forward-Looking Statements

Statements in this report that do not relate strictly to historical facts, including those related to sustainability or Environmental, Social or Governance (“ESG”) matters, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the Company’s current expectations, beliefs, plans or forecasts and use words such as “may”, “will”, “could”, “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target”, "prospects", “potential” and "forecast", or words of similar import or meaning or refer to future time periods. Forward-looking statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions, risks and uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ materially from those contained in the forward-looking statement.

Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, such as developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation, including from supply chain disruptions and labor shortages; intense competition; results and impacts of acquisitions, including timing and operational and financial effects from the planned acquisition of Gondi, S.A. de C.V. (“Grupo Gondi”), and divestitures as well as risks related to our joint ventures; business disruptions, including from public health crises such as a resurgence of COVID, the occurrence of severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair; failure to respond to changing customer preferences; the amount and timing of capital expenditures, including installation costs, project development and implementation costs, and costs related to resolving disputes with third parties with which we work to manage and implement capital projects; risks related to international sales and operations; the production of faulty or contaminated products; the loss of certain customers; adverse legal, reputational, operational and financial effects resulting from cyber incidents and the effectiveness of business continuity plans during a ransomware or other cyber incident; work stoppages and other labor relations difficulties; inability to attract, motivate, train and retain qualified personnel; risks associated with sustainability and climate change, including our ability to achieve ESG targets and goals on announced timelines or at all; our inability to successfully identify and make performance and productivity improvements and risks associated with completing strategic projects on the anticipated timelines and realizing anticipated financial or operational improvements on announced timelines or at all, including with respect to our business systems transformation; risks related to our indebtedness; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; our desire or ability to repurchase company stock; and the scope, timing and outcome of any litigation, claims or other proceedings or dispute resolutions and the impact of any such litigation (including with respect to the Brazil tax liability matter). Such risks and other factors that may impact forward-looking statements are discussed in Item 1A “Risk Factors”. The information contained herein speaks as of the date hereof, and the Company does not have or undertake any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Item 1A. RISK FACTORS

We are subject to certain risks and events that have adversely affected and/or may in the future adversely affect our results of operations, cash flows and financial condition, and the trading price of our common stock, par value $0.01 per share (“Common Stock”). In evaluating our business and any investment in our securities, you should consider the following risk factors and the other information presented in this report, as well as the other reports and registration statements we file from time to time with the SEC. The risks addressed below are not the only ones we face. Additional risks not currently known to us or that we currently believe to be immaterial could also adversely impact our business.

Industry Risks

We Are Subject to Pricing Cycles, Which Could Materially Adversely Affect Our Businesses

Our businesses have experienced, and are likely to continue experiencing, pricing cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by

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product. Prices for our products are driven by many factors, including general economic conditions, demand for our products and competitive conditions in the industries in which we serve, and we have little influence over the timing and extent of price changes, which may be unpredictable and volatile. Where supply exceeds demand, prices for our products could decline, and our results of operations, cash flows and financial condition, and the trading price of our Common Stock could be adversely affected. For example, we believe that the trading price of our Common Stock has been adversely affected in part due to concerns about the impact of macroeconomic conditions on pricing and demand and announcements by certain of our competitors of planned additional capacity in the North American containerboard market, as well as the subsequent implementation of certain of those plans and the impact it will have on future supply and demand dynamics and pricing.

Certain published indices (including those published by Pulp and Paper Week (“PPW”)) contribute to the setting of selling prices for some of our products. PPW is a limited survey that may not accurately reflect changes in market conditions for our products. Changes in how the indices in PPW are determined or maintained, or other indices are established or maintained, could adversely impact the selling prices for these products.

Our Earnings Are Highly Dependent on Volumes

Because our operations generally have high fixed operating costs, our earnings are highly dependent on volumes, which tend to fluctuate due to general economic conditions, supply and demand dynamics in the markets we serve, and due to company and customer specific issues. We are presently experiencing lower demand for certain products due to macroeconomic conditions and customer inventory rebalancing. These fluctuations at times lead to significant variability in our sales, results of operations, cash flow and financial condition, making it difficult to predict our financial results with any degree of certainty. This variability in performance due to fluctuations in volumes may also cause the trading price of our Common Stock to be adversely affected.

The COVID pandemic has affected our operational and financial performance to varying degrees. The extent of the effects of future public health crises, including a resurgence of COVID, or related containment measures and government responses, which result in reduced volumes are highly uncertain and cannot be predicted. Any failure to maintain volumes may materially adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We May Face Increased Costs For, or Inadequate Availability of, Raw Materials, Energy and Transportation

We rely heavily on the use of certain raw materials, energy sources and third-party companies to transport our goods.

The costs of recycled fiber and virgin fiber, the principal externally sourced raw materials for our paper mills, are subject to pricing variability due to market and industry conditions. Demand for recycled fiber has fluctuated and may increase due to, among other factors, increased consumption of recycled fiber, including through additions of new recycled paper mill capacity, increasing demand for products packaged in packaging made with paper manufactured from 100% recycled fiber and the shift by manufacturers of virgin paperboard, tissue, newsprint and corrugated packaging to the production of products with some recycled fiber content. In fiscal 2022, we experienced periods of increased recycled fiber costs primarily due to market demand and availability, before seeing prices decline in the fourth quarter.

The market price of virgin fiber varies based on availability and source of virgin fiber, and the availability of virgin fiber may be impacted by, among other factors, wet weather conditions. In addition, costs for key chemicals used in our manufacturing operations fluctuate, which impacts our manufacturing costs. Certain published indices contribute to price setting for some of our raw materials and future changes in how these indices are established or maintained could adversely impact the pricing of these raw materials.

The cost of natural gas, which we use in many of our manufacturing operations, including many of our mills, and other energy costs (including energy generated by burning natural gas, fuel oil, biomass and coal) has at times fluctuated significantly. In fiscal 2022, the price of the natural gas consumed in our manufacturing operations increased significantly compared to the prior year period. Energy costs have increased, and in the future could continue to increase our operating costs and make our products less competitive compared to similar or alternative products offered by competitors.

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We distribute our products primarily by truck and rail, although we also distribute some of our products by cargo ship. The reduced availability of trucks, rail cars or cargo ships, including as a result of labor shortages in the transportation industry, could adversely impact our ability to distribute our products in a timely or cost-effective manner. We experienced higher freight costs and some distribution delays in both fiscal 2022 and 2021. High transportation costs could make our products less competitive compared to similar or alternative products offered by competitors.

Because our businesses operate in highly competitive industry segments, we may not be able to recoup past or future increases in the cost of raw materials, energy or transportation through price increases for our products. The failure to obtain raw materials, energy or transportation services at reasonable market prices (or the failure to pass on price increases to our customers) or a reduction in the availability of raw materials, energy or transportation services due to increased demand, significant changes in climate or weather conditions, or other factors could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We Face Intense Competition

We compete in industries that are highly competitive. Our competitors include large and small, vertically integrated companies and numerous smaller non-integrated companies. We generally compete with companies operating in North America, although we have operations spanning North America, South America, Europe, Asia and Australia. Factors affecting our ability to compete include the entry of new competitors into the markets we serve, increased competition from overseas producers, our competitors’ pricing strategies, the introduction by our competitors of new products, technologies and equipment, our ability to innovate and to anticipate and respond to changing customer preferences and our ability to maintain the cost-efficiency of our operations, including our facilities. In addition, changes within these industries, including the consolidation of our competitors and customers, may impact competitive dynamics. If our competitors are more successful than us with respect to any key competitive factor, our results of operations, cash flows and financial condition, and the trading price of our Common Stock, could be adversely affected.

Our products also compete, to some extent, with various other packaging materials, including products made of paper, plastics, wood and various types of metal. Customer shifts away from containerboard and paperboard packaging to packaging made from other materials could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

Operating Risks

We May Be Unsuccessful in Making and Integrating Mergers, Acquisitions and Investments, and Completing Divestitures

We have completed a number of mergers, acquisitions, investments and divestitures in the past and we may acquire, invest in or sell, or enter into transactions with additional companies, such as our planned acquisition of the remaining ownership interest in Grupo Gondi and the pending divestiture of our interior partition operations and three uncoated recycled paperboard mills. We may not be able to identify suitable targets or purchasers or successfully complete suitable transactions in the future, and completed transactions may not be successful. These transactions create risks, including, but not limited to, risks associated with:

• disrupting our ongoing business, including distracting management from our existing businesses;

• integrating acquired businesses and personnel into our business, including integrating personnel, information technology systems and operations across different cultures and languages, and addressing the operational risks associated with these integration activities as well as the economic, political and regulatory risks associated with specific countries;

• working with partners or other ownership structures with shared decision-making authority;

• obtaining and verifying relevant information regarding a business prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory risk exposure;

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• obtaining required regulatory approvals and/or financing on favorable terms;

• retaining key employees, contractual relationships or customers;

• the potential impairment of assets and goodwill;

• the additional operating losses and expenses of businesses we acquire or in which we invest;

• incurring substantial indebtedness to finance an acquisition or investment;

• implementing controls, procedures and policies at companies we acquire; and

• the dilution of interests of holders of our Common Stock through the issuance of equity securities.

These transactions may not be successful and may adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock. Among the benefits we expect from potential, as well as completed, acquisitions and joint ventures are synergies, cost savings, growth opportunities or access to new markets (or a combination thereof), and in the case of divestitures, the realization of proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these businesses and assets than we do. For acquisitions, our success in realizing these benefits and the timing of realizing them depend on the successful integration of the acquired businesses and operations with our business and operations. Even if we integrate these businesses and operations successfully, we may not realize the full benefits we expected within the anticipated timeframe, or at all, and the benefits may be offset by unanticipated costs or delays.

We May Incur Business Disruptions That Adversely Affect Our Businesses

Our businesses depend on continuous operation of our facilities to be efficient. The operations at our facilities have in the past and may in the future be interrupted or impaired by various operating risks, including, but not limited to, risks associated with:

• catastrophic events, such as fires, floods, earthquakes, explosions, natural disasters, severe weather, including hurricanes, tornados and droughts, and pandemics, including COVID, or other health crises or similar occurrences;

• interruptions in the delivery of raw materials or other manufacturing inputs;

• failure of third-party service providers and/or business partners to fulfill their commitments and responsibilities in a timely manner and in accordance with agreed upon terms;

• adverse government regulations;

• equipment breakdowns or failures;

• prolonged power failures;

• unscheduled maintenance outages;

• information system disruptions or failures due to any number of causes, including cyber-attacks;

• violations of our permit requirements or revocation of permits;

• releases of pollutants and hazardous substances to air, soil, surface water or ground water;

• disruptions in transportation infrastructure, including roads, bridges, railroad tracks and tunnels;

• shortages of equipment or spare parts; and

• labor disputes and shortages.

For example, operations at several of our facilities located in the south and southeastern U.S. have been interrupted in recent years by hurricanes and severe winter weather, resulting in, among other things, lost mill production. In addition, COVID has impacted our operations and financial performance to varying degrees. The extent of the effects of future public health crises, including the impact of a resurgence of COVID, or other business disruptions, on our operational and financial performance in future periods will depend on future developments, which are highly uncertain and cannot be predicted. During the COVID pandemic, we experienced, and may experience in the future, lower demand for certain of our products, supply chain and labor disruptions and higher

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costs. In addition, our production capabilities may be disrupted if we are unable to secure sufficient supplies of raw materials or if significant portions of our workforce are unable to work effectively as a result of a business disruption.

Business disruptions have impaired, and may in the future impair, our production capabilities and adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We May Fail to Anticipate Trends That Would Enable Us to Offer Products That Respond to Changing Customer Preferences

Our success depends, in part, on our ability to offer differentiated solutions, and we must continually develop and introduce new products and services to keep pace with technological and regulatory developments and changing customer preferences. The services and products that we offer customers may not meet their needs as their business models evolve. Also, our customers may decide to decrease their use of our products, use alternative materials for their product packaging or forego the packaging of certain products entirely. Regulatory developments can also significantly alter the market for our products. For example, a move to electronic distribution of disclaimers and other paperless regimes could adversely impact our healthcare inserts and labels businesses. Similarly, certain states and local governments have adopted laws banning single-use paper bags or charging businesses or customers fees to use paper bags. These and similar developments could adversely impact demand for certain of our products.

Customer preferences for products and packaging formats are constantly changing based on, among other factors, cost, convenience, and health, environmental and social concerns and perceptions. For example, changing consumer dietary habits and preferences have slowed the sales growth for certain of the food and beverage products that we package. Also, there is an increasing focus among consumers to ensure that products delivered through e-commerce are packaged efficiently. In addition, customers are increasingly interested in the carbon footprint of our products. For instance, in 2019 Amazon began requiring all items sold through Amazon that are larger than a specified size to be designed and certified as ready-to-ship. Our results of operations, cash flows and financial condition, and the trading price of our Common Stock, could be adversely affected if we fail to anticipate trends that would enable us to offer products that respond to changing customer preferences.

Our Capital Expenditures May Not Achieve the Desired Outcomes or May Be Achieved at a Higher Cost than Anticipated

We regularly make capital expenditures, and many of our capital projects are complex, costly and/or implemented over an extended period of time. Our capital expenditures for particular capital projects could be higher than we anticipated, we may experience unanticipated business disruptions or delays in completing the projects and/or we may not achieve the desired benefits from the capital projects, any of which could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock. In addition, disputes between us and contractors who are involved with implementing capital projects could lead to time-consuming and costly litigation.

We Are Exposed to Risks Related to International Sales and Operations

We derived 18.3% of our net sales in fiscal 2022 from outside the U.S. through international operations, some of which were transacted in U.S. dollars. We expect net sales from international operations to increase in fiscal 2023 in connection with our acquisition of Grupo Gondi. In addition, certain of our domestic operations have sales to foreign customers. Our operating results and business prospects could be adversely affected by risks related to the countries outside the U.S. in which we have manufacturing facilities or sell our products. Countries are exposed to varying degrees of economic, political and social instability. In addition, economies and operating environments have been, and may continue to be, adversely impacted to varying degrees by COVID. We are exposed to risks of operating in various countries, including, but not limited to, risks associated with:

• the difficulties with and costs of complying with a wide variety of complex laws, treaties and regulations;

• unexpected changes in political or regulatory environments; earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs, exchange controls or other restrictions;

• repatriating cash from foreign countries to the U.S.;

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• political, economic and social instability, including downturns or changes in economic activity due to, among other things, commodity inflation or regional conflicts;

• import and export restrictions and other trade barriers;

• responding to disruptions in existing trade agreements or increased trade tensions between countries or political and economic unions;

• maintaining overseas subsidiaries and managing international operations;

• obtaining regulatory approval for significant transactions;

• government limitations on foreign ownership or takeovers, nationalizations of business or mandated price controls;

• fluctuations in foreign currency exchange rates; and

• transfer pricing.

We are also subject to taxation in the U.S. and numerous non-U.S. jurisdictions and have several ongoing audit examinations covering multiple years with various tax authorities. We base our tax returns on our interpretation of tax laws and regulations in effect; however, governing tax bodies have in the past and may in the future disagree with certain of our tax positions, which could result in a higher tax liability. For instance, we are challenging claims by the Brazil Federal Revenue Department that we underpaid tax, penalties and interest associated with a claim that a subsidiary of MeadWestvaco Corporation (the predecessor of WestRock MWV, LLC) had reduced its tax liability related to the goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. See Item 8 – “Financial Statements and Supplemental Data — Note 17. Commitments and Contingencies — Brazil Tax Liability” for additional information.

Any one or more of these risks could adversely affect our international operations and our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We Cannot Operate Our Joint Ventures Solely For Our Benefit, Which Subjects Us to Risks

We have invested in joint ventures and may form additional joint ventures in the future. Our participation in joint ventures is subject to risks, including, but not limited to, risks associated with:

• shared decision-making, which could require us to expend additional resources to resolve impasses or potential disputes;

• maintaining good relationships with our partners, which could limit our future growth potential;

• conflict of interest issues if our partners have competing interests;

• investment or operational goals that conflict with our partners’ goals, including the timing, terms and strategies for investments or future growth opportunities;

• our partners’ ability to fund their share of required capital contributions or to otherwise fulfill their obligations as partners; and

• obtaining consents from our partners for any sale or other disposition of our interest in a joint venture or underlying assets of the joint venture.

We May Produce Faulty or Contaminated Products Due to Failures in Quality Control Measures and Systems

Our failure to produce products that meet safety and quality standards could result in adverse effects on consumer health, litigation exposure, loss of market share and adverse reputational and financial impacts, among other potential consequences, and we may incur substantial costs in taking appropriate corrective action (up to and including recalling products from end consumers) and reimbursing customers and/or end consumers for losses that they suffer as a result of these failures. Our actions or omissions with respect to product safety and quality could lead to regulatory investigations, enforcement actions and/or prosecutions, and result in adverse publicity, which may damage our reputation. Any of these results could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

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We provide representations in certain of our contracts that our products are produced in accordance with customer specifications. If the product contained in packaging manufactured by us is faulty or contaminated, the manufacturer of the product may allege that the packaging we provided caused the fault or contamination, even if the packaging complies with contractual specifications. If our packaging fails to function properly or to preserve the integrity of its contents, we could face liability from our customers and third parties for bodily injury or other damages. These liabilities could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We Are Subject to Cyber-Security Risks, Including Related to Customer, Employee, Vendor or Other Company Data

We use information technologies to securely manage operations and various business functions. We rely on various technologies, some of which are managed by third parties, to process, transmit and store electronic information. In addition, we facilitate a variety of business processes and activities, including reporting on our business and interacting with customers, vendors and employees. We also collect and store data, including proprietary business information, and may have access to confidential or personal information that is subject to privacy and security laws, regulations and customer-imposed controls. Our systems are subject to recurring attempts by third parties to access information, manipulate data or disrupt our operations. Despite our security design and controls, and those of our third-party providers, we have in the past experienced, and may in the future become subject to, system damage, disruptions or shutdowns. These incidents may be due to any number of causes, including cyber-attacks, data breaches, employee error or malfeasance, such as ransomware and data theft by common hackers, criminal groups or nation-state organizations or social activist organizations (which efforts may increase as a result of geopolitical events and political unrest around the world), power outages, telecommunication or utility failures, systems failures, service provider failures, natural disasters or other catastrophic events. Misuse of internal applications, theft of intellectual property, trade secrets or other corporate assets, and inappropriate disclosure of confidential information could result from such incidents.

In January 2021, we detected a ransomware attack impacting certain of our systems (the “Ransomware Incident”). In response, we proactively shut-down a number of our systems, which impacted certain of our operations, including our ability to produce and ship paper and packaging. Due to these actions, our mill system production was approximately 115,000 tons lower than planned for the quarter ended March 31, 2021 and we estimated the pre-tax income impact of the lost sales and operational disruption of this incident, as well as ransomware recovery costs, at approximately $80 million. In response to the Ransomware Incident, we accelerated information technology investments that we had previously planned to make in future periods in order to further strengthen our information security and technology infrastructure. As a result, we have incurred and expect to continue to incur, significant costs as we enhance our data security and take further steps to prevent unauthorized access to, or manipulation of, our systems and data. Despite these efforts, similar incidents may occur in the future. In particular, the Ransomware Incident may embolden individuals or groups to target our systems. Additionally, while we have insurance coverage in place to address various cyber risks, this insurance coverage is subject to a deductible and may not be sufficient to cover all losses or types of claims that may arise in connection with such incidents.

The cyber-security-related vulnerabilities that we face may also remain undetected for an extended period of time. We may face other challenges and risks during our integration of acquired businesses and operations as we upgrade and standardize our information technology systems. We maintain contingency plans and processes to prevent or mitigate the impact of these events; however, these events could result in operational disruptions like those we suffered in connection with the Ransomware Incident or the misappropriation of sensitive data, and depending on their nature and scope, could lead to the compromise of confidential information, improper use of our systems and networks, manipulation and destruction of data, defective products, production downtimes, operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting repercussions, including reputational damage and legal claims or proceedings, may adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We May Be Adversely Impacted By Work Stoppages and Other Labor Relations Matters

A significant number of our union employees are governed by CBAs. Expired contracts are in the process of renegotiation and others expire within one year. We may not be able to successfully negotiate new union contracts without work stoppages or labor difficulties or renegotiate them on favorable terms. We have experienced isolated

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work stoppages from time to time. We are presently engaged with a labor dispute and resulting work stoppage at our Mahrt mill in Cottonton, AL. We have effectuated a contingency plan, and the mill is continuing to operate and produce paper for our customers. If we experience any extended interruption of operations at any of our facilities as a result of strikes or other work stoppages or if we are unable to successfully renegotiate the terms of any of these agreements, our results of operations, cash flows and financial condition, and the trading price of our Common Stock, could be adversely affected. In addition, our businesses rely on vendors, suppliers and other third parties that have union employees. Strikes or work stoppages affecting these vendors, suppliers and other third parties could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We Operate in a Challenging Market for Talent and May Not Attract, Motivate, Train and Retain Qualified Personnel, Including Key Personnel

Our success depends on our ability to attract, motivate, train and retain employees with the skills necessary to understand and adapt to the continuously developing needs of our customers. The increasing demand for qualified personnel makes it more difficult for us to attract and retain employees with requisite skill sets, particularly employees with specialized technical and trade experience. Changing demographics and labor work force trends also may result in a loss of knowledge and skills as more tenured and experienced workers retire. If we are unable to attract, motivate, train and retain qualified personnel, or if we experience excessive turnover, particularly among hourly workers, we may experience declining sales, manufacturing delays or other inefficiencies, increased recruiting, training and relocation costs and other difficulties, and our results of operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely impacted.

The market for both hourly workers and professional workers remained challenging in fiscal 2022. The market and labor environment for hourly workers is increasingly competitive and experiencing higher levels of labor unrest. In certain locations where we operate, the demand for labor continues to exceed the supply of labor, resulting in higher costs for employers. Despite our focused efforts to attract and retain employees, including by offering higher levels of compensation in certain instances and retention bonuses in select locations, we experienced attrition rates within our hourly workforce in fiscal 2022 that exceeded pre-2021 levels and we incurred higher operating costs at certain of our facilities in the form of higher levels of overtime pay due to shift requirements and staffing challenges.

The market for professional workers remains challenging. Many professional workers desire a fully remote work setting. We offer flexible working arrangements in the majority of instances; however, we may experience higher levels of attrition within our professional workforce if employees do not perceive the purpose and impact of their work to be rewarding or work-life balance to be satisfactory.

We rely on key executive and management personnel to manage our business efficiently and effectively. The loss of these employees, combined with a challenging market for attracting and retaining employees could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely impacted.

We Face Physical, Operational, Financial and Reputational Risks Associated with Climate Change

Our physical assets and infrastructure, including our manufacturing operations, have been and remain subject to risks from volatile and damaging weather patterns. For example, severe weather-related events, such as hurricanes, tornados, other extreme storms, wildfires, and floods, have resulted in and could in future periods result in lost production and/or physical damage to our facilities. Unpredictable weather patterns also may result in supply chain disruptions and increased material costs. The ability to harvest the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may fluctuate, during prolonged periods of heavy rain or drought or during tree disease or insect epidemics that may be caused by variations in climate conditions. Such events could also impact the premiums we pay for insurance. Other climate-related business risks that we face include risks related to the transition to a lower-carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of a carbon tax or government mandates to reduce GHG emissions; and more stringent and/or complex environmental and other permitting requirements. To the extent that severe weather-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our results of operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely impacted.

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There has been an increased focus, including from investors, customers, the general public and U.S. and foreign governmental and nongovernmental authorities on climate change and GHG emissions. We have voluntarily established targets to reduce GHG emissions by 2030. For example, we have established a SBT to reduce absolute Scope 1 and 2 GHG emissions 27.5% by 2030 from a 2019 baseline year. The SBT also includes a targeted reduction in absolute Scope 3 GHG emissions from purchased goods and services, fuel and energy activities, upstream and downstream transportation and distribution, and end-of-life treatment of sold products by 27.5% within the same timeframe. Meeting our SBT is expected to increase our capital expenditures and may increase our operational costs. The anticipated capital and operational costs to achieve our SBT could deviate materially from our initial estimates. Further, the achievement of our SBT is subject to various risks and uncertainties, some of which are outside our control.

We have also established and publicly disclosed other ESG targets and goals and other sustainability commitments that are subject to a variety of assumptions, risks and uncertainties. If we are unable to meet these targets, goals or commitments on our projected timelines or at all, or if they are not perceived to be sufficiently robust, our reputation as well as our relationships with investors, customers and other stakeholders could be harmed, which could in turn adversely impact our business and results of operations. In addition, not all of our competitors may seek to establish climate or other ESG targets and goals, or at a comparable level to ours, which could result in our competitors achieving competitive advantages through lower supply chain or operating costs.

We May Not Be Able To Successfully Implement Our Strategic Transformation Initiatives, Including Our New Business Systems Transformation

We have undertaken several projects to enhance productivity and increase efficiency throughout our businesses, which may not be achieved on the anticipated timelines or at all. In the fourth quarter of fiscal 2022, we launched a multi-year phased business systems transformation project. The investment will replace much of our existing disparate systems and transition them to a standardized enterprise resource planning (“ERP”) system on a cloud-based platform, as well as a suite of other complementing technologies, across our global organization. The new systems are intended to transform areas such as manufacturing, supply chain, procurement, quote to cash, financials and analytics, and position us to better leverage automation and process efficiency and enable productivity enhancements. An implementation of this scale is a major financial undertaking and will require substantial time and attention of management and key employees. We may not be able to successfully implement our ERP system without delays related to resource constraints or challenges with the critical design phases of the implementation, or we may experience unanticipated business disruptions and/or we may not achieve the desired benefits from the project. Project completion dates and anticipated costs may also change. Additionally, the effectiveness of our internal control over financial reporting could be adversely affected if the new ERP is not successfully implemented. Any of these items could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

Financial Risks

We Have Been, And May Be In the Future, Adversely Affected by Factors That Are Beyond Our Control, Such as U.S. and Worldwide Economic and Financial Market Conditions, and Social and Political Change

Our businesses have been, and may be, adversely affected by a number of factors that are beyond our control, including, but not limited to:

• general economic and business conditions, including inflation and deflation and deteriorating macroeconomic conditions and related supply and demand dynamics;

• changes in tax laws or tax rates;

• conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising interest rates, rising commodity prices, fluctuations in the value of local currency versus the U.S. dollar and the impact of a stronger U.S. dollar, which may impact price and demand for our products;

• financial uncertainties in our major international markets;

• social and political change impacting matters such as tax policy, sustainability, environmental regulations and trade policies and agreements; or

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• government deficit reduction and other austerity measures in specific countries or regions, or in the various industries in which we operate.

For instance, we are presently experiencing lower demand for certain products due to macroeconomic conditions and customer inventory rebalancing. This circumstance may be exacerbated if these conditions lead to higher unemployment rates, lower family income, unfavorable currency exchange rates, lower corporate earnings, lower business investment and/or lower consumer spending. The global economy is also experiencing the highest levels of inflation in decades, and we are experiencing cost inflation across our business. Persistent inflation results in continued higher production and transportation costs, which we may not be able to recover through higher prices charged to our customers. These conditions and other macroeconomic uncertainties could result in higher operating and distribution costs driven by economic downtime, as we experienced in the fourth quarter of fiscal 2022.

In addition, changes in trade policy, including renegotiating or potentially terminating, existing bilateral or multilateral agreements, as well as the imposition of tariffs, could impact demand for our products and the costs associated with certain of our capital investments. Macroeconomic challenges may also lead to changes in tax laws or tax rates that may have a material impact on our future cash taxes, effective tax rate or deferred tax assets and liabilities. For example, the Biden Administration has proposed significant changes to the U.S. tax laws, including an increase to the federal corporate tax rate, limiting deductions where certain conditions exist, and several proposals that would have the combined effect of increasing the U.S. taxation on profits earned outside the U.S. On August 16, 2022, the Inflation Reduction Act of 2022 ("Inflation Reduction Act") was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. While we are still evaluating the impact that the Inflation Reduction Act will have on our financial results, we do not believe the impact will be material.

We are not able to predict or control adverse changes in economic and financial market conditions, and adverse social and political change, and our results of operations, cash flows and financial condition, and the trading price of our Common Stock could be adversely affected by these matters.

We Depend on Certain Large Customers

We have large customers, none of which individually accounted for more than 10% of our consolidated net sales in fiscal 2022. The loss of large customers could adversely affect our sales and, depending on the magnitude of the loss, our results of operations, cash flows and financial condition, and the trading price of our Common Stock. In particular, because our businesses operate in highly competitive industry segments, we regularly bid for new business or for the renewal of existing business. The loss of business from our larger customers, or the renewal of business on less favorable terms, may adversely impact our financial results.

We Have Had Significant Levels of Indebtedness in the Past and May Incur Significant Levels of Indebtedness in the Future, Which Could Adversely Affect Our Financial Condition and Impair Our Ability to Operate Our Business

At September 30, 2022, we had $7.8 billion of debt outstanding compared to $8.2 billion at September 30, 2021. We expect to incur additional debt in connection with the acquisition of the remaining interest in Grupo Gondi. The level of our indebtedness has important consequences, including:

• a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be available for other purposes, including operations, capital expenditures and future business opportunities, including acquisitions;

• we may be limited in our ability to obtain additional financing for working capital, capital expenditures, future business opportunities, acquisitions, general corporate and other purposes;

• our exposure to rising interest rates subjects us to increased debt service obligations, both with respect to existing floating rate indebtedness and the incurrence of additional fixed or floating indebtedness during periods where such rates are in effect, particularly in light of the significant increase in interest rates during the course of fiscal 2022;

• we may be limited in our ability to adjust to changing market conditions, which would place us at a competitive disadvantage compared to competitors that have less debt; and

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• our vulnerability to a downturn in general economic conditions or in our business may increase, and we may be unable to carry out important capital spending.

Our credit facilities contain certain restrictive covenants, including a covenant to satisfy a debt to capitalization ratio. These restrictions may limit our flexibility to respond to changing market conditions and competitive pressures.

Credit Rating Downgrades Could Increase Our Borrowing Costs or Otherwise Adversely Affect Us

Some of our outstanding indebtedness has received credit ratings from rating agencies. Our credit ratings could change based on, among other things, our results of operations and financial condition. Credit ratings are subject to ongoing evaluation by credit rating agencies and may be lowered, suspended or withdrawn entirely by a rating agency or placed on a “watch list” for a possible downgrade or assigned a “negative outlook”. Actual or anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under review for a downgrade or have been assigned a negative outlook, could increase our borrowing costs, which could in turn adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock. If a downgrade were to occur or a negative outlook were to be assigned, it could impact our ability to access the capital markets to raise debt and/or increase the associated costs. In addition, while our credit ratings are important to us, we may take actions and otherwise operate our business in a manner that adversely affects our credit ratings.

We sell short-term receivables from certain customer trade accounts on a revolving basis. Any downgrade of the credit rating or deterioration of the financial condition of these customers may make it more costly or difficult for us to engage in these activities, which could adversely affect our cash flows and liquidity.

We Have a Significant Amount of Goodwill and Other Intangible Assets and a Write-Down Could Materially Adversely Impact Our Operating Results and Stockholders’ Equity

At September 30, 2022, the carrying value of our goodwill and intangible assets was $8.8 billion. We review the carrying value of our goodwill for impairment annually, or more frequently when impairment indicators exist. The impairment test requires us to analyze a number of factors and make estimates that require judgment. In fiscal 2022, each of our reporting units had fair values that exceeded their carrying values by more than 15%. Future changes in the cost of capital, expected cash flows, changes in our business strategy and external market conditions, among other factors, could require us to record an impairment charge for goodwill, which could lead to decreased assets and reduced net income. If a significant write down were required, the charge could have a material adverse effect on our operating results and stockholders’ equity and could impact the trading price of our Common Stock. In fiscal 2020, we recorded a pre-tax non-cash goodwill impairment of approximately $1.3 billion in our legacy Consumer Packaging reporting unit.

We May Incur Additional Restructuring Costs and May Not Realize Expected Benefits from Restructuring

We have previously restructured portions of our operations and likely will engage in future restructuring initiatives. For instance, during fiscal 2022, we recorded various impairments and other charges associated with our decision to permanently cease operations at our Panama City, FL mill and to permanently close the corrugated medium manufacturing operations at our St. Paul, MN mill. Because we are not able to predict or control market conditions, including changes in the supply and demand for our products, the loss of large customers, the selling prices for our products or our manufacturing costs, we may not be able to predict the appropriate time to undertake restructurings. The cash and non-cash costs associated with these activities vary depending on the type of facility impacted, with the non-cash cost of a mill closure generally being more significant than that of a converting facility due to the higher level of investment. Restructuring activities may divert the attention of management, disrupt our operations and fail to achieve the intended cost and operations benefits. In addition, significant judgment is required to estimate restructuring costs, and these estimates, and the assumptions underlying them, may change as additional information becomes available or facts or circumstances related to the restructuring initiative change.

We May Incur Withdrawal Liability and/or Increased Funding Requirements in Connection with Multiemployer Pension Plans

We participate in several multiemployer pension plans (“MEPP” or “MEPPs”). Our contributions to any particular MEPP may increase based on the declining funded status of a MEPP and legal requirements, such as

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those of the Pension Protection Act of 2006 (“Pension Act”), which require substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. The funded status of a MEPP may be impacted by, among other items, a shrinking contribution base as a result of the insolvency or withdrawal of other companies that currently contribute to these plans, the inability or failure of companies withdrawing from the plan to pay their withdrawal liability, low interest rates, changes in actuarial assumptions and/or lower than expected returns on pension fund assets.

We believe that certain of the MEPPs in which we participate or have participated, including the Pace Industry Union-Management Pension Fund (“PIUMPF”), have material unfunded vested benefits. We submitted formal notification to withdraw from MEPPs in the past and have recorded withdrawal liabilities, including an estimate of our portion of PIUMPF’s accumulated funding deficiency. We may withdraw from other MEPPs in the future. At September 30, 2022, we had $214.7 million of withdrawal liabilities, including liabilities associated with PIUMPF’s accumulated funding deficiency demands. In July 2021, PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency, along with interest, liquidated damages and attorney’s fees. The impact of increased contributions, future funding obligations or future withdrawal liabilities may adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock. See “Note 5. Retirement Plans — Multiemployer Plans” and “Note 17. Commitments and Contingencies — Litigation” of the Notes to Consolidated Financial Statements for additional information.

Legal and Regulatory Risks

We Are Subject to a Wide Variety of Laws, Regulations and Other Requirements That are Subject to Change and May Impose Substantial Compliance Costs

We are subject to a wide variety of federal, state, local and foreign laws, regulations and other requirements, including those relating to the environment, product safety, competition, corruption, occupational health and safety, labor and employment, data privacy, tax and health care. These laws, regulations and other requirements may change or be applied or interpreted in ways that will require us to modify our equipment and/or operations, subject us to enforcement risk, expose us to reputational harm or impose on or require us to incur additional costs, including substantial compliance costs, which may adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

We have incurred, and expect to continue to incur, significant capital, operating and other expenditures to comply with applicable environmental laws and regulations. Our environmental expenditures include those related to compliance with air and water permits and regulatory requirements, waste disposal and the cleanup of contaminated soil and groundwater, including situations where we have been identified as a potentially responsible party (“PRP”). Because environmental laws and regulations are constantly evolving, we will continue to incur costs to maintain compliance and our compliance costs could increase materially. Future compliance with existing and new laws and requirements has the potential to disrupt our business operations and may require significant expenditures, and our existing reserves for specific matters may not be adequate to cover future costs. In particular, our manufacturing operations consume significant amounts of energy, and we may in the future incur additional or increased capital, operating and other expenditures from changes due to new or increased climate-related and other environmental requirements. We could also incur substantial liabilities, including fines or sanctions, enforcement actions, natural resource damages claims, cleanup and closure costs, and third-party claims for property damage and personal injury under environmental and common laws.

The Foreign Corrupt Practices Act of 1977 and local anti-bribery laws, including those in Brazil, China, Mexico, India and the United Kingdom (where we maintain operations directly or through a joint venture), prohibit companies and their intermediaries from making improper payments to government officials for the purpose of influencing official decisions. Our internal control policies and procedures, or those of our vendors, may not adequately protect us from reckless or criminal acts committed or alleged to have been committed by our employees, agents or vendors. Any such violations could lead to civil or criminal monetary and non-monetary penalties and/or could damage our reputation.

We are subject to a number of labor and employment and occupational health and safety laws and regulations that could significantly increase our operating costs and reduce our operational flexibility. Additionally, changing privacy laws in the United States (where, among others, the California Consumer Privacy Act became effective in

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2020 and its successor, the California Privacy Rights Act, which will be effective January 1, 2023), Europe (where the General Data Protection Regulation became effective in 2018), Brazil (where the Lei Geral de Proteção de Dados became effective in 2020), China (where the Personal Information Protection Law became effective on November 1, 2021) and elsewhere have created new individual privacy rights, imposed increased obligations on companies handling personal data and increased potential exposure to fines and penalties.

Our Bylaws Contain an Exclusive Forum Provision That Could Limit Our Stockholders’ Ability To Choose Their Preferred Judicial Forum for Disputes With Us Or Our Directors, Officers Or Employees

For many years, our bylaws have provided that a state court in Delaware (or, if such a court does not have jurisdiction, the federal district court for the District of Delaware) is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us or our directors, officers or employees arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. This provision of the bylaws is not a waiver of, and does not relieve anyone of, duties to comply with, federal securities laws, including those specifying the exclusive jurisdiction of federal courts under the Securities Exchange Act of 1934, as amended, and concurrent jurisdiction of federal and state courts under the Securities Act of 1933, as amended.

This provision of the bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find this provision in our bylaws to be inapplicable or unenforceable in any action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition and results of operations, and the action may result in outcomes unfavorable to us, which could have a materially adverse impact on our reputation, our business operations, and our financial position or results of operations.

Item 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved SEC staff comments.

Item 2. PROPERTIES

We operate locations in North America, including the majority of U.S. states, South America, Europe, Asia and Australia. We lease our principal offices in Atlanta, GA. We believe that our existing production capacity is adequate to serve existing demand for our products and consider our plants and equipment to be in good condition.

Our corporate offices, significant regional offices and operating facilities (including our mills) as of September 30, 2022 are summarized below:

	Number of Facilities
Segment	Owned		Leased		Total
Corrugated Packaging		76		56		132
Consumer Packaging		63		44		107
Global Paper		49		4		53
Distribution (1)		—		70		70
Corporate and significant regional offices		—		12		12
Total		188		186		374

(1)We began including our distribution segment facilities in fiscal 2022 with the formation of the segment.

The tables that follow show our estimated annual production capacity in thousands of tons by mill at September 30, 2022, unless stated otherwise. The capacity reflects our current expectations, including assumptions such as product mix and basis weight. Our mill system production levels and operating rates may vary from year to year due to changes in market and other factors, including weather-related events. Our simple average mill system operating rates for the last three years averaged 91%. We own all of our mills. At September 30, 2022, we also own approximately 135,000 acres of forestlands in Brazil.

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Containerboard Mills - annual production capacity in thousands of tons

Location of Mill	Linerboard		Medium		White Top Linerboard		Kraft Paper/Bag		Saturating Kraft / Folding Carton		Bleached Paperboard		Market Pulp		Total Capacity
Longview, WA		465		240				345								1,050
Fernandina Beach, FL		950														950
West Point, VA				200		750										950
Stevenson, AL				885												885
Solvay, NY		550		270												820
Hodge, LA		775														775
Tres Barras, Brazil		520		230												750
Florence, SC		710														710
Dublin, GA		135		135				345								615
Seminole, FL		400		200												600
North Charleston, SC		280								270						550
Hopewell, VA		527														527
Tacoma, WA		105				275		60						70		510
Roanoke Rapids, NC		290						210								500
La Tuque, Quebec						345						131				476
Cowpens, SC		45		185												230
Morai, India		155		25												180
Total Capacity (1)		5,907		2,370		1,370		960		270		131		70		11,078

(1)Reflects the permanent closure of the corrugated medium manufacturing operations at the St. Paul, MN mill announced in October 2022. Our fiber sourcing for our containerboard mills is approximately 61% virgin and 39% recycled.

Paperboard Mills - annual production capacity in thousands of tons

Location of Mill	Bleached Paperboard		Coated Natural Kraft		Coated Recycled Paperboard		Specialty Recycled Paperboard		Linerboard		Market Pulp		Total Capacity
Mahrt, AL				1,035										1,035
Covington, VA		950												950
Evadale, TX		385	95							180				660
Demopolis, AL		360										110		470
St. Paul, MN						170								170
Battle Creek, MI						160								160
Chattanooga, TN								140						140
Dallas, TX						127								127
Lynchburg, VA								121						121
Sheldon Springs, VT   (Missisquoi Mill)						111								111
Stroudsburg, PA						80								80
Eaton, IN								64						64
Aurora, IL								32						32
Total Capacity (1)		1,695		1,130		648		357		180		110		4,120

(1)Our fiber sourcing for our paperboard mills is approximately 74% virgin and 26% recycled.

The production at our Lynchburg, VA mill is gypsum paperboard liner and the paper machine at this mill is owned by our Seven Hills joint venture. Our overall fiber sourcing for all of our mills is approximately 65% virgin and 35% recycled.

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Item 3. LEGAL PROCEEDINGS

We are a defendant in a number of lawsuits and claims arising out of the conduct of our business. See “Note 17. Commitments and Contingencies” of the Notes to Consolidated Financial Statements for additional information.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II: FINANCIAL INFORMATION

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol “WRK”. As of November 4, 2022, there were approximately 5,783 stockholders of record of our Common Stock. The number of stockholders of record includes one single stockholder, Cede & Co., for all of the shares of our Common Stock held by our stockholders in individual brokerage accounts maintained at banks, brokers and institutions.

Dividends

In October 2022, our board of directors declared a quarterly dividend of $0.275 per share, representing a $1.10 per share annualized dividend or an increase of 10%. In fiscal 2022, 2021 and 2020 we paid an annual dividend of $1.00 per share, $0.88 per share and $1.33 per share, respectively. In May 2020, we reduced our dividend given the uncertain market conditions driven by COVID, and we subsequently increased our dividend in May 2021 and October 2021.

Our goal has been to reduce debt and leverage and return capital to stockholders through a competitive annual dividend and share repurchases. Going forward, our capital allocation strategy includes a sustainable and growing dividend.

Stock Performance Graph

The graph below reflects the cumulative stockholder return on an investment of $100 on September 30, 2017, in our Common Stock (assuming the reinvestment of dividends) as of each fiscal year end through September 30, 2022, compared to the return on the same investment in the S&P 500 Index and our industry peer group. Our industry peer group consists of (i) companies in our industry and adjacent/similar industries, (ii) companies with which we compete for talent and/or (iii) companies with a similar revenue scope and scale of our organization(1).

 

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(1)Prior to fiscal 2022, our peer group included 3M Company, Amcor plc, Avery Dennison Corporation, Ball Corporation, Crown Holdings, Inc., Freeport McMoRan Inc., The Goodyear Tire & Rubber Company, Honeywell International, Inc., International Paper Company, Kimberly-Clark Corporation, LyondellBasell Industries N.V., Nucor Corporation, Packaging Corporation of America, PPG Industries Inc., The Sherwin-Williams Company, United States Steel Corporation and Weyerhaeuser Company (collectively referred to as the “Old Peer Group”). For fiscal 2022, the peer group also reflects the addition of DuPont de Nemours, Inc. (the “New Peer Group”).

The information in the graph above is not deemed “filed” with the Securities and Exchange Commission and is not to be incorporated by reference in any of WestRock's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K, except to the extent that we specifically incorporate such information by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 of this Form 10-K and “Note 19. Stockholders’ Equity” of the Notes to Consolidated Financial Statements for additional information.

Stock Repurchase Plan

See “Note 19. Stockholders’ Equity” of the Notes to Consolidated Financial Statements for additional information.

Item 6. [RESERVED]

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

We are a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging solutions that help our customers win in the marketplace. Our team members support customers around the world from our operating and business locations in North America, South America, Europe, Asia and Australia.

Presentation

Effective October 1, 2021, we reorganized our segment reporting to four reportable segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. We reorganized our reportable segments due to changes in our organizational structure and how our CODM makes key operating decisions, allocates resources and assesses the performance of our business. Effective October 1, 2021, Adjusted EBITDA (as hereinafter defined) is our measure of segment profitability in accordance with ASC 280, “Segment Reporting” because it is used by our CODM to make decisions regarding allocation of resources and to assess segment performance. Prior period amounts have been recast to conform to the new segment structure. These changes did not impact our consolidated financial statements. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements for additional information.

During fiscal 2020, we completed the monetization of the various real estate holdings that we owned that were concentrated in the Charleston, SC region. Following completion of the monetization of these assets, we ceased reporting the results of the Land and Development segment as a separate segment.

Certain items are not allocated to our operating segments and, thus, the information that our CODM uses to make operating decisions and assess performance does not reflect such amounts. Adjusted EBITDA is defined as pre-tax earnings of a reportable segment before depreciation, depletion and amortization, and excludes the following items our CODM does not consider part of our segment performance: gain on sale of certain closed facilities, multiemployer pension withdrawal expense (income), mineral rights impairment, restructuring and other costs, goodwill impairment, non-allocated expenses, interest expense, net, loss on extinguishment of debt, other (expense) income, net, and other adjustments ("Adjusted EBITDA") — each as outlined in “Note 7. Segment Information” of the Notes to Consolidated Financial Statements.

A detailed discussion of the fiscal 2022 year-over-year changes can be found below, as well as a detailed discussion of fiscal 2021 year-over-year changes due to the segment reorganization noted above.

Strategic Acquisitions and Other Portfolio Actions

We are committed to improving our return on invested capital as well as maximizing the performance of our assets. From time to time, we have completed acquisitions that have expanded our product and geographic scope, allowed us to increase our integration levels and impacted our comparative financials. We expect to continue to evaluate potential acquisitions in the future, although the size of individual acquisitions may vary. There were no significant acquisitions in the last three years. See also Item 1A. “Risk Factors — We May Be Unsuccessful in Making and Integrating Mergers, Acquisitions and Investments, and Completing Divestitures”.

On July 27, 2022, we announced our entry into an agreement to acquire the remaining 67.7% interest in Grupo Gondi. See “Note 3. Acquisitions and Investments” of the Notes to Consolidated Financial Statements for more information regarding the announcement.

In fiscal 2022, we completed the following portfolio actions: (i) we permanently ceased operations at our Panama City, FL mill, and (ii) we permanently closed the corrugated medium manufacturing operations at our St. Paul, MN mill. Both operations were expected to require significant capital investment to maintain and improve going forward, and the production of fluff pulp (at Panama City) was not a priority in our strategy to focus on higher value markets. Closing these operations allows us to redirect significant capital that would have been required to keep them competitive in the future to improve other key assets. In connection with these actions, we recorded various impairments and other charges, and we expect to record future restructuring charges, primarily associated

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with future carrying costs. See “Note 4. Restructuring and Other Costs” of the Notes to Consolidated Financial Statements for additional information.

In November 2022, we announced the planned sale of our interior partitions converting operations and three uncoated recycled paperboard mills (Chattanooga, TN, Eaton, IN, and Aurora, IL) in two transactions for a combined $380 million, subject to working capital adjustments. These divestitures align with our commitment to optimize our portfolio and focus our strategy on key end markets. See “Note 22. Subsequent Events” of the Notes to Consolidated Financial Statements for additional information.

Business Systems Transformation

In the fourth quarter of fiscal 2022, we launched a multi-year phased business systems transformation project. The investment will replace much of our existing disparate systems and transition them to a standardized ERP system on a cloud-based platform, as well as a suite of other complementing technologies, across approximately 90% of our footprint based on net sales.

The new systems are intended to transform areas such as manufacturing, supply chain, procurement, quote to cash, financials and analytics, and position us to better leverage automation and process efficiency and enable productivity enhancements. An implementation of this scale is a major financial undertaking and will require substantial time and attention of management and key employees. Project completion dates and anticipated costs may also change. As the systems are phased in, they will become a significant component of our internal control over financial reporting. See also Item 1A. “Risk Factors — We May Not Be Able To Successfully Implement Our Strategic Transformation Initiatives, Including Our New Business Systems Transformation”.

Due to the nature, scope and magnitude of this investment, management believes these incremental transformation costs are above the normal, recurring level of spending for information technology to support operations. These strategic investments are not expected to recur in the foreseeable future, and are not considered representative of our underlying operating performance. As such, management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in our operations and is useful for period-over-period comparisons. This presentation also allows investors to view our underlying operating results in the same manner as they are viewed by management.

The expenses expected to be adjusted from Net income (loss) attributable to common stockholders ("Net Income") are expensed as incurred during the implementation of software applications and other enabling technologies, and do not include deferred or capitalized costs, depreciation and/or amortization, and costs to support or maintain these software applications or systems once they are in productive use. During the investment period, the normal level of spend associated with non-transformative programs is expected to be maintained and these expenses will not be adjusted in our non-GAAP measures. The items adjusted from Net Income will also be adjusted in our presentation of Consolidated Adjusted EBITDA.

EXECUTIVE SUMMARY

Net sales of $21,256.5 million for fiscal 2022 increased $2,510.4 million, or 13.4%, compared to fiscal 2021 primarily due to higher selling price/mix that was partially offset by lower volumes and the unfavorable impact of foreign currency. In the second quarter of fiscal 2021, we experienced lost sales associated with the Ransomware Incident and winter weather events (the “Events”) and we estimate these Events decreased net sales by approximately $189.1 million.

Net income attributable to common stockholders of $944.6 million in fiscal 2022 increased 12.7%, compared to fiscal 2021. The impact of higher selling price/mix and ransomware recoveries was largely offset by increased cost inflation, higher operating costs and lower volumes. Consolidated Adjusted EBITDA of $3,459.4 million in fiscal 2022 increased $460.2 million, or 15.3%. A detailed review of our performance appears below under “Results of Operations”.

Earnings per diluted share was $3.61 in fiscal 2022 compared to $3.13 in fiscal 2021. Adjusted Earnings Per Diluted Share were $4.76 and $3.39 in fiscal 2022 and 2021, respectively. See the discussion and tables under "Non-GAAP Financial Measures" below with respect to Consolidated Adjusted EBITDA and Adjusted Earnings Per Diluted Share.

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We generated $2,020.4 million of net cash provided by operating activities in fiscal 2022, compared to $2,279.9 million in fiscal 2021. The decline was primarily due to $511.3 million of greater working capital usage compared to the prior year period that was partially offset by higher earnings excluding non-cash impairments primarily associated with restructuring activities. The greater working capital usage in fiscal 2022 was primarily due to actions taken in the prior year to preserve cash due to uncertainty during the COVID pandemic, such as the payment of certain bonuses and 401(k) match in stock in fiscal 2021, that were paid in cash in fiscal 2022, and the payment in fiscal 2022 of certain previously deferred payroll taxes that relate to relief offered under the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) from prior years. See “WestRock Pandemic Action Plan” for more information. We invested $862.6 million in capital expenditures in fiscal 2022 while returning $259.5 million in dividends to our stockholders and repurchasing $600.0 million of Common Stock. We believe our strong balance sheet and cash flow provide us the flexibility to continue to invest to sustain and improve our operating performance. See “Liquidity and Capital Resources” for more information.

A detailed review of our fiscal 2022, 2021 and 2020 performance appears below under “Results of Operations”.

Expectations for the First Quarter of Fiscal 2023 and Fiscal 2023

In the first quarter of fiscal 2023, we expect a sequential decline in net sales and earnings from the fourth quarter of fiscal 2022, reflecting the normal seasonal sequential volume declines in many of our businesses and scheduled mill maintenance outages, resulting in approximately 150,000 tons of maintenance downtime, along with customer inventory rebalancing and macroeconomic uncertainty. We expect lower volume with four fewer shipping days during the first quarter of fiscal 2023, and one fewer shipping day than in the first quarter of fiscal 2022. We expect unfavorable non-cash pension expense of approximately $40 million driven by higher interest rates and market volatility and sequential natural gas and recycled fiber deflation, down approximately 20% and 70%, respectively. We also expect increased health insurance costs prior to the annual reset of employee deductibles. We further expect the continued flow through of previously published price increases and to continue balancing our supply with our customers’ demand. We plan to draw upon our $1.0 billion Delayed Draw Term Loan to acquire the remaining 67.7% interest in Grupo Gondi, and our results will include the corresponding increased interest expense.

In fiscal 2023, we expect our results to be significantly impacted by planned portfolio actions, non-cash pension expense and currency headwinds. We also expect our results to be negatively impacted by customer inventory rebalancing, primarily in our first fiscal quarter, and macroeconomic uncertainty as well as scheduled mill maintenance outages. We further expect the continued flow through of previously published price increases and to continue balancing our supply with our customers' demand. We expect the planned portfolio actions (Grupo Gondi and announced divestitures) to add an estimated net $85 million of Adjusted EBITDA. We expect unfavorable non-cash pension expense of approximately $160 million driven by higher interest rates and market volatility and an estimated $50 million unfavorable impact from foreign exchange rates. We expect approximately 465,000 tons of maintenance downtime compared to approximately 409,000 tons in fiscal 2022. We are also targeting over $250 million in net cost savings in fiscal 2023 related to execution on our transformation initiatives, including items such as increased mill and converting network efficiencies, indirect spend savings and selling, general and administrative ("SG&A") expense reductions. For additional information on our planned portfolio actions see “Note 3. Acquisitions and Investments” and “Note 22. Subsequent Events” of the Notes to Consolidated Financial Statements. For more information on our business systems transformation, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Business Systems Transformation”.

WestRock Pandemic Action Plan

In May 2020, given the uncertainties associated with the severity and duration of the pandemic, we announced, and began implementing, the WestRock Pandemic Action Plan. We focused and continue to focus on the protection, safety and well-being of our team members and continuing to match our supply with our customers’ demand. We modified the WestRock Pandemic Action Plan as the impact of COVID evolved. The actions that we took pursuant to the plan targeted approximately $1 billion in additional cash through the end of calendar 2021, which was available for use to reduce our outstanding indebtedness. In fiscal 2020, we achieved more than $350 million of the approximately $1 billion goal set forth in the WestRock Pandemic Action Plan, as modified. As of September 30, 2021, we had achieved more than $975 million of the approximately $1 billion goal and discontinued measurement.

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We committed to (i) reducing discretionary expenses, (ii) using Common Stock to make Company funded 401(k) match and annual contribution (i.e. up to 5% and 2.5%, respectively) from July 1, 2020 through September 30, 2021 (final period funded in October 2021), (iii) targeting a reduction of fiscal 2021 capital investments to a range of $800 million to $900 million, up from an initial range of $600 to $800 million (we invested $815.5 million in fiscal 2021), and (iv) resetting our quarterly dividend to $0.20 per share for an annual rate of $0.80 per share, which we did in May 2020. See “Liquidity and Capital Resources — Cash Flow Activity” for information regarding subsequent increases to our dividend.

In addition to the items addressed above, we (i) decreased the salaries of our senior executive team by up to 25% from May 1, 2020 through December 31, 2020 and decreased the retainer for members of our board of directors by 25% for the third and fourth calendar quarters of 2020, (ii) used Common Stock to pay our annual incentive for fiscal 2020 for nearly all participants and set the payout level at 50% of the target opportunity subject to a safety modifier, as well as for Company funded 401(k) match and our annual contribution as noted above, and (iii) postponed $116.5 million of employment taxes incurred through the end of calendar year 2020, pursuant to relief offered under the CARES Act. We also reduced fiscal 2020 capital investments to $978.1 million after targeting to reduce them by approximately $150 million to approximately $950 million. We paid the first 50% of employment taxes deferred under the CARES Act as required in December 2021 and expect to pay the remaining 50% by December 2022.

We began tracking the impact of costs associated with safety, cleaning and other items related to COVID in the third quarter of fiscal 2020 and discontinued doing so during fiscal 2022 due to their continuing nature at relatively consistent levels. We expect to continue to incur expenses for these items as needed in the future. During fiscal 2021, we recorded $38.4 million of expense related to COVID, including $22.0 million of relief payments to employees in the first quarter of fiscal 2021. The balance was for increased costs for safety, cleaning and other items related to COVID. During fiscal 2020, we provided one-time COVID recognition awards to our team members who work in manufacturing and operations and recognized expense of $31.6 million for those awards. During fiscal 2020, we also incurred an additional expense of $32.4 million for cleaning, safety supplies and equipment, screening resources and other items. We did not have any relief payments paid to employees in fiscal 2022.

RANSOMWARE INCIDENT

As previously disclosed, on January 23, 2021, we detected a ransomware incident impacting certain of our systems. Promptly upon our detection of this incident, we initiated response and containment protocols and our security teams, supplemented by leading cyber defense firms, worked to remediate this incident. We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. Our teams worked to maintain our business operations and minimize the impact on our customers and team members. In our Form 10-Q for the second quarter fiscal 2021, we announced that all systems were back in service. All of our mills and converting locations began producing and shipping paper and packaging at pre-ransomware levels in March 2021 or earlier. For more information on the ransomware incident, including the financial impact, see “Note 1. Description of Business and Summary of Significant Accounting Policies — Ransomware Incident” of the Notes to Consolidated Financial Statements. See Item 1A. “Risk Factors — We are Subject to Cyber-Security Risks, Including Related to Customer, Employee, Vendor or Other Company Data”.

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RESULTS OF OPERATIONS

The following table summarizes our consolidated results for the three years ended September 30, 2022 (in millions):

	Year Ended September 30,
	2022			2021			2020
Net sales	$	21,256.5		$	18,746.1		$	17,578.8
Cost of goods sold		17,235.8			15,315.8			14,381.6
Gross profit		4,020.7			3,430.3			3,197.2
Selling, general and administrative excluding intangible    amortization		1,932.6			1,759.3			1,624.4
Selling, general and administrative intangible amortization		350.4			357.1			400.5
(Gain) loss on disposal of assets		(16.9	)		4.1			(16.3	)
Multiemployer pension withdrawal expense (income)		0.2			(2.9	)		(1.1	)
Mineral rights impairment		26.0			—			—
Restructuring and other costs		401.6			31.5			112.7
Goodwill impairment		—			—			1,333.2
Operating profit (loss)		1,326.8			1,281.2			(256.2	)
Interest expense, net		(318.8	)		(372.3	)		(393.5	)
Loss on extinguishment of debt		(8.5	)		(9.7	)		(1.5	)
Pension and other postretirement non-service income		157.4			134.9			103.3
Other (expense) income, net		(11.0	)		10.9			9.5
Equity in income of unconsolidated entities		72.9			40.9			15.8
Income (loss) before income taxes		1,218.8			1,085.9			(522.6	)
Income tax expense		(269.6	)		(243.4	)		(163.5	)
Consolidated net income (loss)		949.2			842.5			(686.1	)
Less: Net income attributable to noncontrolling interests		(4.6	)		(4.2	)		(4.8	)
Net income (loss) attributable to common stockholders	$	944.6		$	838.3		$	(690.9	)

Net Sales (Unaffiliated Customers)

Net sales in fiscal 2022 increased $2,510.4 million, or 13.4%, compared to fiscal 2021 primarily due to the impact of higher selling price/mix that was partially offset by lower volumes and the unfavorable impact of foreign currency. In fiscal 2021, we lost an estimated $189.1 million of net sales associated with the Events, all in the second quarter.

Net sales in fiscal 2021 increased $1,167.3 million, or 6.6%, compared to fiscal 2020 primarily due to higher selling price/mix and higher volumes, partially offset by lost sales associated with the Events. Additionally, we experienced a net favorable impact of foreign currency across our segments. Volumes in fiscal 2020 were negatively impacted by COVID, primarily in the last half of the fiscal year.

See “Segment Information” below for the change in net sales before intersegment eliminations by segment.

Cost of Goods Sold

Cost of goods sold increased to $17,235.8 million in fiscal 2022 compared to $15,315.8 million in fiscal 2021. Cost of goods sold as a percentage of net sales was 81.1% in fiscal 2022 compared to 81.7% in fiscal 2021. The decrease was primarily due to higher selling prices and ransomware recoveries in fiscal 2022, which were largely offset by increased cost inflation, higher operating costs and increased planned downtime including maintenance outages. Fiscal 2021 included the negative impact of the Events versus insurance recoveries in fiscal 2022. In fiscal 2022 we received $50.6 million of business interruption recoveries recorded as a reduction of Cost of goods sold. See “Note 1. Description of Business and Summary of Significant Accounting Policies — Ransomware Incident” for additional information. Cost inflation consisted primarily of higher energy, wage and benefit costs, recycled fiber, freight, virgin fiber and chemical costs. In fiscal 2021, we recorded $19.7 million of one-time recognition awards to our team members who work in manufacturing and operations. While costs increased in fiscal 2022 compared to fiscal 2021, driven by the factors noted above, we sought to mitigate their impact. Our mitigation strategies, such as through price increases and productivity and other cost control efforts, provided us some

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flexibility to respond to these circumstances, but we may be unsuccessful in doing so in future periods. In fiscal 2022, we entered into various natural gas commodity derivatives that were designated as cash flow hedges for accounting purposes and are scheduled to be settled over the next twelve months. These positions were entered into to help us mitigate commodity pricing risk. See “Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)” of the Notes to Consolidated Financial Statements for additional information regarding our natural gas commodity derivatives.

Cost of goods sold increased to $15,315.8 million in fiscal 2021 compared to $14,381.6 million in fiscal 2020. Cost of goods sold as a percentage of net sales was 81.7% in fiscal 2021 compared to 81.8% in fiscal 2020. The increase in cost of goods sold in fiscal 2021 compared to fiscal 2020 was primarily due to higher volumes, increased cost inflation and other items, including operational disruption associated with the Events. These items were partially offset by productivity improvements and other items. In fiscal 2020, we incurred approximately $4.5 million of direct costs and property damage associated with Hurricane Michael and received Hurricane Michael-related insurance proceeds of $32.3 million and recorded a reduction of cost of goods sold of $32.1 million in connection with an indirect tax claim in Brazil. The Hurricane Michael-related insurance proceeds were for $20.6 million of direct costs and property damage and for $11.7 million for business interruption recoveries. In fiscal 2021, we recorded costs of goods sold of $35.4 million related to COVID primarily for relief payments to employees and increased costs for safety, cleaning and other items related to COVID. Fiscal 2020 includes costs of goods sold of $56.5 million associated with COVID, including one-time recognition awards to our team members who work in manufacturing and operations, increased costs for safety, cleaning and other items related to COVID. We began to track and report the impact of COVID on fiscal 2020 in the third fiscal quarter. Cost inflation consisted primarily of higher recycled fiber, wage and benefit costs, energy, freight, chemical and virgin fiber costs.

Selling, General and Administrative Excluding Intangible Amortization

SG&A excluding intangible amortization increased $173.3 million to $1,932.6 million in fiscal 2022 compared to fiscal 2021. SG&A excluding intangible amortization as a percentage of net sales decreased in fiscal 2022 to 9.1% from 9.4% in fiscal 2021, primarily due to higher selling prices. The SG&A increase in fiscal 2022 was primarily due to $76.3 million of increased compensation and benefits. In addition, we incurred $22.7 million of increased travel and entertainment costs, $19.1 million of increased software/computer expenses, $14.0 million of increased bad debt expense and $10.6 million of higher consulting, professional and legal fees. The increased travel and entertainment costs are still well below pre-pandemic levels. In fiscal 2022, we recorded $6.6 million of ransomware recoveries of direct costs compared to expense, net of initial recoveries of approximately $19 million in fiscal 2021.

SG&A excluding intangible amortization increased $134.9 million to $1,759.3 million in fiscal 2021 compared to fiscal 2020 primarily due to a $119.8 million increase in bonus and stock-based compensation expense, including a $9.6 million acceleration of stock-based compensation in connection with the departure of our former CEO in the second quarter of fiscal 2021. In addition, we incurred increased aggregate costs for consulting, professional and legal fees of $21.2 million compared to the prior year period, primarily associated with the Ransomware Incident. These increases were partially offset by a $29.4 million decrease in bad debt expense compared to the prior year period, as well as a $18.4 million reduction in travel and entertainment associated with prolonged shelter-in-place orders in response to the ongoing effects of COVID. SG&A excluding intangible amortization as a percentage of net sales increased in fiscal 2021 to 9.4% from 9.2% in fiscal 2020.

Selling, General and Administrative Intangible Amortization

SG&A intangible amortization was $350.4 million, $357.1 million and $400.5 million in fiscal 2022, 2021 and 2020, respectively. The expense primarily represents the amortization of customer relationship intangibles acquired in business combinations. The decline in fiscal 2021 was primarily attributable to certain intangibles from prior acquisitions reaching full amortization.

Mineral Rights Impairment

In fiscal 2022, we recorded a $26.0 million pre-tax non-cash impairment of certain mineral rights as a result of the lack of new leasing or development activity on the related properties for an extended period of time. With the impairment in the third quarter of fiscal 2022, we have no remaining mineral rights.

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Restructuring and Other Costs

We recorded pre-tax restructuring and other costs of $401.6 million, $31.5 million and $112.7 million for fiscal 2022, 2021 and 2020, respectively. These amounts are not comparable since the timing and scope of the individual actions associated with each restructuring, acquisition, integration or divestiture vary. The increase in fiscal 2022 was primarily driven by the closure of our Panama City, FL mill and the permanent closure of the corrugated medium manufacturing operations at the St. Paul, MN mill.

We generally expect the integration of a closed facility’s production with other facilities to enable the receiving facilities to better leverage their fixed costs while eliminating fixed costs from the closed facility. See “Note 4. Restructuring and Other Costs” of the Notes to Consolidated Financial Statements for additional information, including a description of the type of costs incurred. We have restructured portions of our operations from time to time and it is likely that we will engage in additional restructuring initiatives in the future. See also Item 1A. “Risk Factors — We May Incur Additional Restructuring Costs and May Not Realize Expected Benefits from Restructuring”.

Goodwill Impairment

No goodwill impairments were recorded in fiscal 2022 or 2021. In fiscal 2020, we recorded a pre-tax non-cash goodwill impairment of $1,333.2 million in our legacy Consumer Packaging reportable segment. The impairment was primarily the result of expected lower volumes and cash flows related to certain external bleached paperboard end markets, including commercial print, tobacco and plate and cup stock markets. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Goodwill” for more information on our goodwill impairment testing.

Interest Expense, net

Interest expense, net was $318.8 million and $372.3 million for fiscal 2022 and 2021, respectively. The decrease was primarily due to a net $35.8 million reduction in interest expense associated with the remeasurement of our multiemployer pension liabilities for the increase in interest rates in fiscal 2022 compared to fiscal 2021. In addition, interest expense, net declined due to lower debt levels compared to the prior year period. These declines were partially offset by higher interest rates on debt in the fiscal year ended September 30, 2022.

Interest expense, net was $372.3 million and $393.5 million for fiscal 2021 and 2020, respectively. The decrease was primarily due to lower debt levels that was partially offset by higher interest rates in fiscal 2021 compared to fiscal 2020. Additionally, fiscal 2020 was impacted by $20.5 million of interest income recorded in connection with an indirect tax claim in Brazil partially offset by a $15.0 million increase in interest expense associated with the remeasurement of our multiemployer pension liabilities. See “Note 17. Commitments and Contingencies — Indirect Tax Claim” of the Notes to Consolidated Financial Statements for additional information. See Item 1A. “Risk Factors — We Have Had Significant Levels of Indebtedness in the Past and May Incur Significant Levels of Indebtedness in the Future, Which Could Adversely Affect Our Financial Condition and Impair Our Ability to Operate Our Business”.

Pension and Other Postretirement Non-Service Income

Pension and other postretirement non-service income was $157.4 million and $134.9 million in fiscal 2022 and 2021, respectively. The increase was primarily due to the increase in plan asset balances used to determine the expected return on plan assets for fiscal 2022. Customary pension and other postretirement (income) costs are included in our segment results.

Pension and other postretirement non-service income was $134.9 million and $103.3 million in fiscal 2021 and 2020, respectively. The increase was primarily due to the increase in plan asset balances used to determine the expected return on plan assets for fiscal 2021. See “Note 5. Retirement Plans” of the Notes to Consolidated Financial Statements for more information.

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Other (Expense) Income, net

Other (expense) income, net was expense of $11.0 million and income of $10.9 million and $9.5 million in fiscal 2022, 2021 and 2020, respectively. The increase in expense in fiscal 2022 was primarily due to a $9.3 million increase in fees associated with the sale of receivables and a $5.7 million less favorable impact of exchange rates compared to fiscal 2021.

Fiscal 2021 primarily included a $16.5 million gain on sale of the Summerville, SC sawmill and a $16.0 million gain on sale of our Rosenbloom legacy cost method investment, which were partially offset by a $22.5 million charge associated with not exercising an option to purchase an additional equity interest in Grupo Gondi at that time.

Equity in Income of Unconsolidated Entities

We recorded equity in income of unconsolidated entities of $72.9 million in fiscal 2022 compared to $40.9 million in fiscal 2021. The increase was driven by earnings improvement across the portfolio, most notably, in a displays joint venture and our joint venture with Grupo Gondi. On July 27, 2022, we announced our entry into an agreement to acquire the remaining 67.7% interest in Grupo Gondi. See “Note 3. Acquisitions and Investments” of the Notes to Consolidated Financial Statements for more information regarding the announcement.

We recorded equity in income of unconsolidated entities of $40.9 million in fiscal 2021 compared to $15.8 million in fiscal 2020. The increase was driven by earnings improvement across the portfolio, most notably, our joint venture with Grupo Gondi.

Provision for Income Taxes

We recorded income tax expense of $269.6 million for fiscal 2022 at an effective tax rate of 22.1%, compared to an income tax expense of $243.4 million at an effective tax rate of 22.4% in fiscal 2021 and income tax expense of $163.5 million at an effective tax rate of (31.3)% in fiscal 2020, due to the loss before income tax. See “Note 6. Income Taxes” of the Notes to Consolidated Financial Statements for additional information, including a table reconciling the statutory federal tax rate to our effective tax rate. Excluding the effect of the goodwill impairment, which was largely not tax deductible, our effective tax rate was 22.5% in fiscal 2020.

On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. While we are still evaluating the impact that the Inflation Reduction Act will have on our financial results, we do not believe the impact will be material.

Hurricane Michael

In fiscal 2020, we received the remaining $32.3 million of insurance proceeds related to the extensive damage sustained at our containerboard and pulp mill located in Panama City, FL, in October 2018 due to Hurricane Michael. The insurance proceeds received in fiscal 2020 consisted of $11.7 million of business interruption recoveries and $20.6 million for direct costs and property damage. The insurance proceeds were recorded as a reduction of cost of goods sold - $20.0 million in our Corrugated Packaging segment and $12.3 million in our Global Paper segment. See Item 1A. “Risk Factors — We Face Physical, Operational, Financial and Reputational Risks Associated with Climate Change”.

SEGMENT INFORMATION

Corrugated Packaging Segment

Corrugated Packaging Shipments

Corrugated Packaging shipments are expressed as a tons equivalent in thousands of tons, which includes external and intersegment shipments from our corrugated converting operations, principally for the sale of corrugated containers and other corrugated products. Tons sold from period to period may be impacted by customer conversions to lower basis weight products. In addition, we disclose North American Corrugated Packaging

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shipments in billion square feet ("BSF") and millions of square feet ("MMSF") per shipping day. We have presented the Corrugated Packaging shipments in this manner because we believe investors, potential investors, securities analysts and others find this breakout useful when evaluating our operating performance. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2020
Corrugated Packaging Shipments -    thousands of tons		1,600.2		1,642.0		1,591.8		1,697.3		6,531.3
North American Corrugated Packaging    Shipments - BSF		23.9		23.7		23.2		24.8		95.7
North American Corrugated Packaging Per    Shipping Day - MMSF		385.4		370.9		369.0		387.7		378.3
Fiscal 2021
Corrugated Packaging Shipments -    thousands of tons		1,729.4		1,662.7		1,709.6		1,678.7		6,780.4
North American Corrugated Packaging    Shipments - BSF		25.3		24.6		25.3		24.5		99.8
North American Corrugated Packaging Per    Shipping Day - MMSF		415.3		391.2		401.7		383.2		397.6
Fiscal 2022
Corrugated Packaging Shipments -    thousands of tons		1,634.5		1,662.1		1,648.7		1,580.5		6,525.8
North American Corrugated Packaging    Shipments - BSF		24.5		24.7		24.5		23.4		97.1
North American Corrugated Packaging Per    Shipping Day - MMSF		401.0		385.8		389.3		365.5		385.2

Corrugated Packaging Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales (1)		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2020
First Quarter	$	1,979.3	$	358.5		18.1	%
Second Quarter		1,973.0		392.3		19.9
Third Quarter		1,850.2		361.0		19.5
Fourth Quarter		1,987.7		362.4		18.2
Total	$	7,790.2	$	1,474.2		18.9	%
Fiscal 2021
First Quarter	$	2,019.5	$	347.6		17.2	%
Second Quarter		2,022.4		321.1		15.9
Third Quarter		2,154.7		363.9		16.9
Fourth Quarter		2,203.9		361.4		16.4
Total	$	8,400.5	$	1,394.0		16.6	%
Fiscal 2022
First Quarter	$	2,220.0	$	288.9		13.0	%
Second Quarter		2,319.0		328.7		14.2
Third Quarter		2,382.5		385.2		16.2
Fourth Quarter		2,386.1		383.9		16.1
Total	$	9,307.6	$	1,386.7		14.9	%

(1)Net Sales before intersegment eliminations

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Net Sales (Aggregate) — Corrugated Packaging Segment

Net sales before intersegment eliminations for the Corrugated Packaging segment increased $907.1 million in fiscal 2022 compared to fiscal 2021. The increase primarily consisted of $1,137.0 million of higher selling price/mix that was partially offset by $265.7 million of lower volumes. The lower volumes were largely due to market softness and customer inventory rebalancing in the fourth quarter of fiscal 2022. The volume comparison in fiscal 2022 reflects the $39.2 million negative impact in the prior year period from the Events, with an estimated $16.2 million and $23.0 million due to the Ransomware Incident and winter weather, respectively.

Net sales before intersegment eliminations for the Corrugated Packaging segment increased $610.3 million in fiscal 2021 compared to fiscal 2020 primarily due to $375.7 million of higher selling price/mix and $241.0 million of higher volumes. Volumes in fiscal 2021 were negatively impacted by an estimated $39.2 million from the Events. Volumes in fiscal 2020 were negatively impacted by COVID, primarily in the last half of the fiscal year.

Adjusted EBITDA — Corrugated Packaging Segment

Corrugated Packaging segment Adjusted EBITDA in fiscal 2022 decreased $7.3 million compared to fiscal 2021, primarily due to an estimated $815.6 million of increased cost inflation, $249.1 million higher operating costs, including an estimated $29.8 million from economic downtime in the fourth quarter of fiscal 2022, $111.3 million of lower volumes excluding the Events in the prior year period and a $12.9 million increase from planned downtime including maintenance outages. These items were largely offset by a $1,136.0 million margin impact from higher selling price/mix and the $46.0 million favorable impact on the current period of the Events due to recoveries in the current year period compared to the expense from the Events in the prior year period. Productivity was negatively impacted by higher supply chain costs and labor shortages, in part due to the impacts of COVID and higher rates of attrition, as well as heavy planned mill maintenance in the first half of fiscal 2022 and COVID-related absenteeism primarily in the second quarter of fiscal 2022.

Corrugated Packaging segment Adjusted EBITDA in fiscal 2021 decreased $80.2 million compared to fiscal 2020, primarily due to an estimated $358.6 million of increased cost inflation, $181.9 million higher operating costs, $18.1 million of impact from the Events and $7.2 million of Hurricane Michael insurance recoveries in fiscal 2020. These items were largely offset by a $378.8 million margin impact from higher selling price/mix, $95.1 million of higher volumes excluding the Events and an estimated $11.7 million from lower economic downtime.

Consumer Packaging Segment

Consumer Packaging Shipments

Consumer Packaging shipments are expressed as a tons equivalent in thousands of tons, which includes external and intersegment shipments from our consumer converting operations, principally for the sale of folding cartons, interior partitions and other consumer products. We have presented the Consumer Packaging shipments in this manner because we believe investors, potential investors, securities analysts and others find this breakout useful when evaluating our operating performance. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2020
Consumer Packaging Shipments - thousands    of tons		366.0		384.1		391.1		401.7		1,542.8
Fiscal 2021
Consumer Packaging Shipments - thousands    of tons		374.9		379.1		386.4		389.5		1,529.9
Fiscal 2022
Consumer Packaging Shipments - thousands    of tons		374.2		401.3		399.3		391.4		1,566.2

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Consumer Packaging Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales (1)		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2020
First Quarter	$	1,015.4	$	133.2		13.1	%
Second Quarter		1,049.8		159.7		15.2
Third Quarter		1,024.1		186.0		18.2
Fourth Quarter		1,101.1		181.8		16.5
Total	$	4,190.4	$	660.7		15.8	%
Fiscal 2021
First Quarter	$	1,062.5	$	175.3		16.5	%
Second Quarter		1,080.6		164.1		15.2
Third Quarter		1,132.2		183.3		16.2
Fourth Quarter		1,158.6		198.1		17.1
Total	$	4,433.9	$	720.8		16.3	%
Fiscal 2022
First Quarter	$	1,138.7	$	169.3		14.9	%
Second Quarter		1,250.6		205.8		16.5
Third Quarter		1,270.2		234.9		18.5
Fourth Quarter		1,305.7		219.2		16.8
Total	$	4,965.2	$	829.2		16.7	%

(1)Net Sales before intersegment eliminations

Net Sales (Aggregate) — Consumer Packaging Segment

Net sales before intersegment eliminations for the Consumer Packaging segment increased $531.3 million in fiscal 2022 compared to fiscal 2021 primarily due to $425.7 million of higher selling price/mix and $258.7 million impact of higher volumes, including the $12.1 million negative impact from the Events in the prior year period. These increases were partially offset by $149.6 million of unfavorable foreign currency impacts.

The $243.5 million increase in net sales before intersegment eliminations for the Consumer Packaging segment in fiscal 2021 compared to fiscal 2020 was primarily due to $101.5 million of higher volumes, $88.5 million of favorable foreign currency impacts and $53.4 million of higher selling price/mix. Volumes were negatively impacted by an estimated $12.1 million from the Events. Volumes in fiscal 2020 were negatively impacted by COVID, primarily in the last half of the fiscal year.

Adjusted EBITDA — Consumer Packaging Segment

Consumer Packaging segment Adjusted EBITDA in fiscal 2022 increased $108.4 million compared to the prior year. Adjusted EBITDA in the period increased primarily due to an estimated $409.0 million margin impact from higher selling price/mix, $59.2 million of higher volumes excluding the Events and a $9.9 million favorable impact from the Events due to recoveries in the current year period compared to the expense from the Events in the prior year period. These items were partially offset by an estimated $329.4 million of increased cost inflation, $25.6 million of unfavorable foreign currency impacts, $8.0 million of higher operating costs and a $6.4 million increase from planned downtime including maintenance outages.

Consumer Packaging segment Adjusted EBITDA in fiscal 2021 increased $60.1 million compared to the prior year primarily due to $138.0 million of increased productivity and other operational items, an estimated $29.9 million margin impact from higher selling price/mix, an estimated $20.9 million from lower economic downtime and $11.1 million of higher volumes excluding the Events. These items were partially offset by an estimated $136.6 million of increased cost inflation.

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Global Paper Segment

Global Paper Shipments

Global Paper shipments in thousands of tons include the sale of containerboard, paperboard, market pulp and specialty papers (including kraft papers and saturating kraft) to external customers. The shipment data table excludes gypsum paperboard liner tons produced by our Seven Hills Paperboard LLC joint venture in Lynchburg, VA since it is not consolidated. We have presented the Global Paper shipments in this manner because we believe investors, potential investors, securities analysts and others find this breakout useful when evaluating our operating performance. Quantities in the table may not sum across due to trailing decimals.

 

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2020
Global Paper Shipments - thousands    of tons		1,619.0		1,719.6		1,651.2		1,528.0		6,517.8
Fiscal 2021
Global Paper Shipments - thousands    of tons		1,461.7		1,482.7		1,588.6		1,738.7		6,271.6
Fiscal 2022
Global Paper Shipments - thousands    of tons		1,515.9		1,658.2		1,632.7		1,377.4		6,184.3

Global Paper Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales (1)		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2020
First Quarter	$	1,206.9	$	190.3		15.8	%
Second Quarter		1,246.5		173.6		13.9
Third Quarter		1,166.2		167.1		14.3
Fourth Quarter		1,130.0		170.9		15.1
Total	$	4,749.6	$	701.9		14.8	%
Fiscal 2021
First Quarter	$	1,090.9	$	151.7		13.9	%
Second Quarter		1,130.6		159.6		14.1
Third Quarter		1,299.2		265.2		20.4
Fourth Quarter		1,462.3		307.2		21.0
Total	$	4,983.0	$	883.7		17.7	%
Fiscal 2022
First Quarter	$	1,352.6	$	232.4		17.2	%
Second Quarter		1,538.1		308.6		20.1
Third Quarter		1,610.3		399.0		24.8
Fourth Quarter		1,429.2		306.4		21.4
Total	$	5,930.2	$	1,246.4		21.0	%

(1)Net Sales before intersegment eliminations

Net Sales (Aggregate) — Global Paper Segment

Net sales before intersegment eliminations for the Global Paper segment increased $947.2 million in fiscal 2022 compared to fiscal 2021 primarily due to $1,101.8 million of higher selling price/mix that was partially offset by $63.0 million of lower volumes including the $134.8 million negative impact on volumes in fiscal 2021 from the Events.

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The lower volumes were due to market softness in the fourth quarter of fiscal 2022. This aggregate increase was also partially offset by the absence of $33.7 million of sales from the sawmill we sold in the second quarter fiscal 2021.

The $233.4 million increase in net sales before intersegment eliminations for the Global Paper segment in fiscal 2021 compared to fiscal 2020 was primarily due to $438.3 million of higher selling price/mix that was partially offset by $160.7 million of lower volumes, $21.0 million of lower sales due to the second quarter of fiscal 2021 sawmill sale, and $18.9 million of unfavorable foreign currency impacts. Volumes were negatively impacted by an estimated $91.7 million and $43.1 million due to the Ransomware Incident and winter weather, respectively. Volumes in fiscal 2020 were negatively impacted by COVID, primarily in the last half of the fiscal year.

Adjusted EBITDA — Global Paper Segment

Global Paper segment Adjusted EBITDA in fiscal 2022 increased $362.7 million compared to the prior year. Adjusted EBITDA in the period increased primarily due to a $1,101.8 million margin impact from higher selling price/mix and a $79.4 million favorable impact from the Events due to recoveries in the current year period and expense from the Events in the prior year period. These items were partially offset by an estimated $659.4 million of increased cost inflation, $72.8 million of lower volumes excluding the Events, $72.1 million higher operating costs including an estimated $15.7 million from economic downtime in the fourth quarter of fiscal 2022, and a $16.1 million increase from planned downtime including maintenance outages.

Global Paper segment Adjusted EBITDA in fiscal 2021 increased $181.8 million compared to fiscal 2020 primarily due to an estimated $436.2 million of margin impact from higher selling price/mix, $64.1 million of increased productivity and other operational items and an estimated $18.3 million from lower economic downtime. These items were partially offset by an estimated $273.2 million of increased cost inflation, $53.1 million of impact from the Events, $4.5 million of Hurricane Michael insurance recoveries in fiscal 2020 and $6.0 million of lower volumes excluding the Events.

Distribution Segment

Distribution Shipments

Distribution shipments are expressed as a tons equivalent in thousands of tons, which includes external and intersegment shipments from our distribution and display assembly operations. We have presented the Distribution shipments in this manner because we believe investors, potential investors, securities analysts and others find this breakout useful when evaluating our operating performance. Quantities in the table may not sum across due to trailing decimals.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2020
Distribution Shipments - thousands of tons		43.9		44.7		47.4		56.8		192.7
Fiscal 2021
Distribution Shipments - thousands of tons		56.4		53.6		64.5		53.1		227.6
Fiscal 2022
Distribution Shipments - thousands of tons		48.5		50.8		59.8		46.8		205.9

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Distribution Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)	Net Sales (1)		Adjusted EBITDA		Adjusted EBITDA Margin
Fiscal 2020
First Quarter	$	265.0	$	11.4		4.3	%
Second Quarter		245.4		6.8		2.8
Third Quarter		261.9		8.3		3.2
Fourth Quarter		330.1		22.2		6.7
Total	$	1,102.4	$	48.7		4.4	%
Fiscal 2021
First Quarter	$	303.8	$	16.4		5.4	%
Second Quarter		280.3		11.0		3.9
Third Quarter		322.3		18.0		5.6
Fourth Quarter		348.4		23.4		6.7
Total	$	1,254.8	$	68.8		5.5	%
Fiscal 2022
First Quarter	$	324.8	$	6.5		2.0	%
Second Quarter		362.3		28.0		7.7
Third Quarter		357.7		19.2		5.4
Fourth Quarter		374.1		26.0		7.0
Total	$	1,418.9	$	79.7		5.6	%

(1)Net Sales before intersegment eliminations

Net Sales (Aggregate) — Distribution Segment

Net sales before intersegment eliminations for the Distribution segment increased $164.1 million in fiscal 2022 compared to fiscal 2021 primarily due to $139.9 million of higher selling price/mix and $19.5 million of higher volumes, primarily related to fulfillment of a large healthcare order in the second quarter of fiscal 2022 that was partially offset by market softness in the fourth quarter of fiscal 2022.

The $152.4 million increase in net sales before intersegment eliminations for the Distribution segment in fiscal 2021 compared to fiscal 2020 was primarily due to $139.5 million of higher volumes and $10.7 million of higher selling price/mix.

Adjusted EBITDA — Distribution Segment

Distribution segment Adjusted EBITDA in fiscal 2022 increased $10.9 million compared to the prior year primarily due to a $139.9 million margin impact from higher selling price/mix, $15.5 million from higher volumes and $5.2 million of increased productivity and other operational items. These items were largely offset by an estimated $149.5 million of increased cost inflation.

Distribution segment Adjusted EBITDA in fiscal 2021 increased $20.1 million compared to fiscal 2020 primarily due to $28.5 million of higher volumes and an estimated $13.7 million margin impact from higher selling price/mix. These increases were partially offset by $11.2 million of higher operating costs and an estimated $10.2 million of increased cost inflation.

LIQUIDITY AND CAPITAL RESOURCES

We fund our working capital requirements, capital expenditures, mergers, acquisitions and investments, restructuring activities, dividends and stock repurchases from net cash provided by operating activities, borrowings under our credit facilities, proceeds from our accounts receivable sales agreements, proceeds from the sale of property, plant and equipment removed from service and proceeds received in connection with the issuance of debt and equity securities. See “Note 13. Debt” of the Notes to Consolidated Financial Statements for detailed information regarding our debt. Funding for our domestic operations in the foreseeable future is expected to come

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from sources of liquidity within our domestic operations, including cash and cash equivalents, and available borrowings under our credit facilities. As such, our foreign cash and cash equivalents are not expected to be a key source of liquidity to our domestic operations.

We are a party to enforceable and legally binding contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of September 30, 2022, while others are considered future obligations. Our contractual obligations primarily consist of items such as long-term debt, including current portion, lease obligations, purchase obligations and other obligations. See Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual Obligations”, for additional information.

Cash and cash equivalents were $260.2 million at September 30, 2022 and $290.9 million at September 30, 2021. Approximately two-thirds of the cash and cash equivalents at September 30, 2022 were held outside of the U.S. The proportion of cash and cash equivalents held outside of the U.S. generally varies from period to period. At September 30, 2022, total debt was $7,787.2 million, $212.2 million of which was current. At September 30, 2021, total debt was $8,194.1 million, $168.8 million of which was current. Included in our total debt at September 30, 2022 was $175.1 million of non-cash acquisition related step-up. During fiscal 2022, debt decreased $406.9 million due to repayments primarily using net cash provided by operating activities that exceeded aggregate capital expenditures and capital returned to stockholders in the form of dividends and share repurchases.

At September 30, 2022, we had approximately $3.7 billion of availability under our long-term committed credit facilities and cash and cash equivalents, excluding the $1.0 billion Delayed Draw Term Loan that we plan to use to acquire the remaining 67.7% interest in Grupo Gondi. Our primary availability is under our revolving credit facilities and receivables securitization facility, the majority of which matures on July 7, 2027. This liquidity may be used to provide for ongoing working capital needs and for other general corporate purposes, including acquisitions, dividends and stock repurchases. On March 22, 2022, we redeemed $350 million aggregate principal amount of our 4.00% senior notes due March 2023 primarily using borrowings under our receivables securitization facility and recorded an $8.2 million loss on extinguishment of debt. On September 10, 2021, we redeemed $400 million aggregate principal amount of our 4.900% senior notes due March 2022 using cash and cash equivalents and recorded a loss on extinguishment of debt of $8.6 million.

Our credit facilities contain certain restrictive covenants, including a covenant to satisfy a debt to capitalization ratio. We test and report our compliance with all of these covenants as required by these facilities and were in compliance with them at September 30, 2022.

At September 30, 2022, we had $57.1 million of outstanding letters of credit not drawn upon.

We use a variety of working capital management strategies including supply chain financing ("SCF") programs, vendor financing and commercial card programs, monetization facilities where we sell short-term receivables to a group of third-party financial institutions and receivables securitization facilities. We describe these programs below.

We engage in certain customer-based SCF programs to accelerate the receipt of payment for outstanding accounts receivables from certain customers. Certain costs of these programs are borne by the customer or us. Receivables transferred under these customer-based SCF programs generally meet the requirements to be accounted for as sales in accordance with guidance under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (“ASC 860”), resulting in derecognition of such receivables from our consolidated balance sheets. Receivables involved with these customer-based SCF programs constitute approximately 2% of our annual net sales. In addition, we have monetization facilities that sell to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 12. Fair Value — Accounts Receivable Sales Agreements” for a discussion of our monetization facilities.

Our working capital management strategy includes working with our suppliers to revisit terms and conditions, including the extension of payment terms. Our current payment terms with the majority of our suppliers generally range from payable upon receipt to 120 days and vary for items such as the availability of cash discounts. We do not believe our payment terms will be shortened significantly in the near future, and we do not expect our net cash provided by operating activities to be significantly impacted by additional extensions of payment terms. Certain

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financial institutions offer voluntary SCF programs that enable our suppliers, at their sole discretion, to sell their receivables from us to the financial institutions on a non-recourse basis at a rate that leverages our credit rating and thus might be more beneficial to our suppliers. We and our suppliers agree on commercial terms for the goods and services we procure, including prices, quantities and payment terms, regardless of whether the supplier elects to participate in SCF programs. The suppliers sell us goods or services and issue the associated invoices to us based on the agreed-upon contractual terms. The due dates of the invoices are not extended due to the supplier’s participation in SCF programs. Our suppliers, at their sole discretion if they choose to participate in a SCF program, determine which invoices, if any, they want to sell to the financial institutions. No guarantees are provided by us under SCF programs and we have no economic interest in a supplier’s decision to participate in the SCF program. Therefore, amounts due to our suppliers that elect to participate in SCF programs are included in the line items Accounts payable and Other current liabilities in our consolidated balance sheets and the activity is reflected in net cash provided by operating activities in our consolidated statements of cash flows. Based on correspondence with the financial institutions that are involved with our two primary SCF programs, while the amount suppliers elect to sell to the financial institutions varies from period to period, the amount generally averages approximately 17% to 19% of our Accounts payable balance on our consolidated balance sheets.

We also participate in certain vendor financing and commercial card programs to support our travel and entertainment expenses and smaller vendor purchases. Amounts outstanding under these programs are classified as debt primarily because we receive the benefit of extended payment terms and a rebate from the financial institution that we would not have otherwise received without the financial institutions’ involvement. We also have a receivables securitization facility that allows for borrowing availability based on the eligible underlying accounts receivable and compliance with certain covenants. See “Note 13. Debt” of the Notes to Consolidated Financial Statements for a discussion of our receivables securitization facility and the amount outstanding under our vendor financing and commercial card programs.

Cash Flow Activity

	Year Ended September 30,
(In millions)	2022			2021			2020
Net cash provided by operating activities	$	2,020.4		$	2,279.9		$	2,070.7
Net cash used for investing activities	$	(776.0	)	$	(676.0	)	$	(921.5	)
Net cash used for financing activities	$	(1,281.3	)	$	(1,580.4	)	$	(1,021.1	)

Net cash provided by operating activities during fiscal 2022 decreased $259.5 million from fiscal 2021 primarily due to $511.3 million of greater working capital usage compared to the prior year period that was partially offset by higher earnings excluding non-cash impairments primarily associated with restructuring activities. The greater working capital usage in fiscal 2022 was primarily due to actions taken in the prior year to preserve cash due to uncertainty during the COVID pandemic, such as the payment of certain bonuses and 401(k) match in stock in fiscal 2021, that were paid in cash in fiscal 2022, and the payment in fiscal 2022 of certain previously deferred payroll taxes that relate to relief offered under the CARES Act from prior years. Net cash provided by operating activities during fiscal 2021 increased $209.2 million from fiscal 2020 primarily due to higher consolidated net income and a $141.0 million net decrease in the use of working capital compared to the prior year. The changes in working capital in fiscal 2022 and 2021 included a source of cash resulting from the sale of $58.8 million and $76.6 million, respectively, of accounts receivables in connection with the A/R Sales Agreement (as defined in Note 12. Fair Value) as well as a similar use of cash of $3.2 million in fiscal 2020.

Net cash used for investing activities of $776.0 million in fiscal 2022 consisted primarily of $862.6 million for capital expenditures that was partially offset by $60.8 million of proceeds from corporate owned life insurance and $28.2 million of proceeds from the sale of property, plant and equipment, primarily for the sale of a previously closed facility. Net cash used for investing activities of $676.0 million in fiscal 2021 consisted primarily of $815.5 million for capital expenditures that were partially offset by $58.5 million of proceeds from the sale of the Summerville, SC sawmill, $44.9 million of proceeds from corporate owned life insurance and $29.5 million of proceeds from the sale of investments. Net cash used for investing activities of $921.5 million in fiscal 2020 consisted primarily of $978.1 million for capital expenditures that were partially offset by $35.0 million of proceeds from the sale of property, plant and equipment and $16.9 million of proceeds from corporate owned life insurance.

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We invested $862.6 million in capital expenditures in fiscal 2022, which is below the $1.0 billion we expected to invest heading into the year, but in line with our revised guidance due to supply chain and other delays. We expect capital expenditures of approximately $1.0 to $1.1 billion in fiscal 2023. At this level of capital investment, we expect that we will continue to invest in safety, environmental and maintenance projects while also making investments to support productivity and growth in our business. However, our capital expenditure assumptions may change, project completion dates may change, or we may decide to invest a different amount depending upon opportunities we identify, or changes in market conditions or to comply with changes in environmental laws and regulations.

In fiscal 2022, net cash used for financing activities of $1,281.3 million consisted primarily of share repurchases of $600.0 million, a net decrease in debt of $452.7 million and cash dividends paid to stockholders of $259.5 million. In fiscal 2021, net cash used for financing activities of $1,580.4 million consisted primarily of a net decrease in debt of $1,241.3 million and cash dividends paid to stockholders of $233.8 million and stock repurchases of $122.4 million. In fiscal 2020, net cash used for financing activities of $1,021.1 million consisted primarily of a net decrease in debt of $673.9 million and cash dividends paid to stockholders of $344.5 million.

We estimate that we will invest approximately $36 million for capital expenditures during fiscal 2023 in connection with matters relating to environmental compliance. We were obligated to purchase approximately $371 million of fixed assets at September 30, 2022 for various capital projects. See Item 1A. “Risk Factors — Our Capital Expenditures May Not Achieve the Desired Outcomes or May Be Achieved at a Higher Cost than Anticipated”.

At September 30, 2022, the U.S. federal, state and foreign net operating losses and other U.S. federal and state tax credits available to us aggregated approximately $51 million in future potential reductions of U.S. federal, state and foreign cash taxes. These items are primarily for foreign and state net operating losses and credits that generally will be utilized between fiscal 2023 and 2040. Our cash tax rate is highly dependent on our taxable income, utilization of net operating losses and credits, changes in tax laws or tax rates, capital expenditures and other factors. Barring significant changes in our current assumptions, including changes in tax laws or tax rates, forecasted taxable income, levels of capital expenditures and other items, we expect our fiscal 2023, 2024 and 2025 cash tax rate will be at or driven slightly higher than our income tax rate primarily due the timing of depreciation on our qualifying capital investments as allowed under the Tax Cuts and Jobs Act.

During fiscal 2022 and 2021, we made contributions of $21.2 million and $23.2 million, respectively, to our U.S. and non-U.S. pension plans. Based on current facts and assumptions, we expect to contribute approximately $21 million to our U.S. and non-U.S. pension plans in fiscal 2023. Based on current assumptions, including future interest rates, we estimate that minimum pension contributions to our U.S. and non-U.S. pension plans will be approximately $21 million to $23 million annually in fiscal 2024 through 2027. We have made contributions and expect to continue to make contributions in the coming years to our pension plans in order to ensure that our funding levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Act and other regulations. The net overfunded status of our U.S. and non-U.S. pension plans at September 30, 2022 was $237.8 million. See “Note 5. Retirement Plans” of the Notes to Consolidated Financial Statements.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to potential withdrawal liabilities. In fiscal 2018, we submitted formal notification to withdraw from PIUMPF and Central States, Southeast and Southwest Areas Pension Plan (“Central States”), and recorded estimated withdrawal liabilities for each. We also have liabilities associated with other MEPPs from which we, or legacy companies, have withdrawn from in the past. In fiscal 2023, we expect to pay approximately $12 million a year in withdrawal liabilities, excluding accumulated funding deficiency demands. With respect to certain other MEPPs, in the event we withdraw from one or more of the MEPPs in the future, it is reasonably possible that we may incur withdrawal liabilities in connection with such withdrawals. Our estimate of any such withdrawal liability, both individually and in the aggregate, is not material for the remaining plans in which we participate. At September 30, 2022 and September 30, 2021, we had withdrawal liabilities recorded of $214.7 million and $247.1 million, respectively, including liabilities associated with PIUMPF’s accumulated funding deficiency demands. The decrease in withdrawal liabilities in fiscal 2022 as compared to the end of fiscal 2021 was primarily due to an increase in interest rates. See “Note 5. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements for additional information. See also Item 1A. “Risk Factors — We May Incur Withdrawal Liability and/or Increased Funding Requirements in Connection with Multiemployer Pension Plans”.

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In October 2022, our board of directors declared a quarterly dividend of $0.275 per share, representing a $1.10 per share annualized dividend or an increase of 10%. In fiscal 2022, 2021 and 2020 we paid an annual dividend of $1.00 per share, $0.88 per share and $1.33 per share, respectively. In May 2020, we reduced our dividend given the uncertain market conditions at the time driven by COVID, and we subsequently increased our dividend in May 2021 and October 2021. Our goal has been to reduce debt and leverage and return capital to stockholders through a competitive annual dividend and share repurchases. Going forward, our capital allocation strategy includes a sustainable and growing dividend.

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of our Common Stock, representing approximately 15% of our outstanding Common Stock as of July 1, 2015. On May 4, 2022, our board of directors authorized a new repurchase program of up to 25.0 million shares of our Common Stock, plus any unutilized shares left from the July 2015 authorization. The 25.0 million shares represent an additional authorization of approximately 10% of our outstanding Common Stock. Shares of our Common Stock may be purchased from time to time in open market or privately negotiated transactions. The timing, manner, price and amount of repurchases will be determined by management at its discretion based on factors, including the market price of our Common Stock, general economic and market conditions and applicable legal requirements. The repurchase program may be commenced, suspended or discontinued at any time. In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an aggregate cost of $597.5 million. In fiscal 2021, we repurchased approximately 2.5 million shares of our Common Stock for an aggregate cost of $125.1 million. In fiscal 2020, we repurchased no shares of our Common Stock. The amount reflected as purchased in the consolidated statements of cash flows varies due to the timing of share settlement. As of September 30, 2022, we had approximately 29.0 million shares of Common Stock available for repurchase under the program.

We anticipate that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt, business acquisitions and other corporate actions for the foreseeable future from cash generated from operations, borrowings under our credit facilities, proceeds from our accounts receivable sales agreements, proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities. In addition, we continually review our capital structure and conditions in the private and public debt markets in order to optimize our mix of indebtedness. In connection with these reviews, we may seek to refinance existing indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness.

Contractual Obligations

We summarize our enforceable and legally binding contractual obligations at September 30, 2022, and the effect these obligations are expected to have on our liquidity and cash flow in future periods in the following table. Certain amounts in this table are based on management’s estimates and assumptions about these obligations, including their duration, the possibility of renewal, anticipated actions by third parties and other factors, including estimated minimum pension plan contributions and estimated benefit payments related to postretirement obligations, supplemental retirement plans and deferred compensation plans. Because these estimates and assumptions are subjective, the enforceable and legally binding obligations we actually pay in future periods may vary from those presented in the table (in millions).

	Payments Due by Period
	Total		Fiscal 2023		Fiscal 2024 and 2025		Fiscal 2026 and 2027		Thereafter
Long-Term Debt, including current portion,    excluding finance lease obligations (1)	$	7,366.1	$	178.6	$	1,422.8	$	1,266.2	$	4,498.5
Lease obligations (2)		1,162.1		230.6		349.7		286.2		295.6
Purchase obligations and other (3) (4) (5)		1,919.4		1,155.8		296.2		156.7		310.7
Total	$	10,447.6	$	1,565.0	$	2,068.7	$	1,709.1	$	5,104.8

(1)Includes only principal payments owed on our debt assuming that all of our long-term debt will be held to maturity, excluding scheduled payments. We have excluded $133.6 million of fair value of debt step-up, deferred financing costs and unamortized bond discounts from the table to arrive at actual debt obligations. See “Note 13. Debt” of the Notes to Consolidated Financial Statements for information on the interest rates that apply to our various debt instruments.

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(2)See “Note 14. Leases” of the Notes to Consolidated Financial Statements for additional information.

(3)Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provision; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable without penalty.

(4)We have included future estimated minimum pension plan contributions, MEPP withdrawal payments with definite payout terms and estimated benefit payments related to postretirement obligations, supplemental retirement plans and deferred compensation plans. Our estimates are based on various factors, such as discount rates and expected returns on plan assets. Future contributions are subject to changes in our funded status based on factors such as investment performance, discount rates, returns on plan assets and changes in legislation. It is possible that our assumptions may change, actual market performance may vary or we may decide to contribute different amounts. We have excluded $89.8 million of MEPP withdrawal liabilities recorded as of September 30, 2022, including our estimate of the accumulated funding deficiency, due to lack of definite payout terms for certain of the obligations. See “Note 5. Retirement Plans – Multiemployer Plans” of the Notes to Consolidated Financial Statements for additional information.

(5)We have not included the following items in the table:

•An item labeled “other long-term liabilities” reflected on our consolidated balance sheet because these liabilities do not have a defined pay-out schedule.

•$253.4 million for certain provisions of ASC 740, “Income Taxes” associated with liabilities, primarily for uncertain tax positions due to the uncertainty as to the amount and timing of payment, if any.

In addition to the enforceable and legally binding obligations presented in the table above, we have other obligations for goods and services and raw materials entered into in the normal course of business. These contracts, however, are subject to change based on our business decisions. On July 27, 2022, we announced our entry into an agreement to acquire the remaining 67.7% interest in Grupo Gondi for $970 million, plus the assumption of debt. This purchase agreement is not reflected in the table above.

Guarantor Summarized Financial Information

WRKCo, Inc. (the “Issuer”), a wholly owned subsidiary of WestRock Company ("Parent"), has issued the following debt securities pursuant to offerings registered under the Securities Act of 1933, as amended (collectively for purposes of this subsection, the “Notes”)(in millions, except percentages):

Aggregate Principal Amount		Stated Coupon Rate			Maturity Date
$	500		3.000	%	September 2024
$	600		3.750	%	March 2025
$	750		4.650	%	March 2026
$	500		3.375	%	September 2027
$	600		4.000	%	March 2028
$	500		3.900	%	June 2028
$	750		4.900	%	March 2029
$	500		4.200	%	June 2032
$	600		3.000	%	June 2033

Upon issuance, the Notes maturing in 2024, 2025, 2027 and March 2028 were fully and unconditionally guaranteed by two other wholly owned subsidiaries of WestRock Company: WestRock RKT, LLC (“RKT”) and WestRock MWV, LLC (“MWV”, and together with RKT, the “Guarantor Subsidiaries”). WestRock Company has also fully and unconditionally guaranteed these Notes. The remaining Notes were issued by the Issuer subsequent to the consummation of the acquisition of KapStone Paper and Packaging Corporation in November 2018 and were fully and unconditionally guaranteed at the time of issuance by the Parent and the Guarantor Subsidiaries. Accordingly, each series of the Notes is fully and unconditionally guaranteed on a joint and several basis by the Parent and the Guarantor Subsidiaries (together, the “Guarantors”). Collectively, the Issuer and the Guarantors are the “Obligor Group”.

Each series of Notes and the related guarantees constitute unsecured unsubordinated obligations of the applicable obligor. Each series of Notes and the related guarantees ranks equally in right of payment with all of the applicable obligor’s existing and future unsecured and unsubordinated debt; ranks senior in right of payment to all of the applicable obligor’s existing and future subordinated debt; is effectively junior to the applicable obligor’s

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existing and future secured debt to the extent of the value of the assets securing such debt; and is structurally subordinated to all of the existing and future liabilities of each subsidiary of the applicable obligor (that is not itself an obligor) that does not guarantee such Notes.

The indentures governing each series of Notes contain covenants that, among other things, limit our ability and the ability of our subsidiaries to grant liens on our assets and enter into sale and leaseback transactions. In addition, the indentures limit, as applicable, the ability of the Issuer and Guarantors to merge, consolidate or sell, convey, transfer or lease our or their properties and assets substantially as an entirety. The covenants contained in the indentures do not restrict the Company’s ability to pay dividends or distributions to stockholders.

The guarantee obligations of the Guarantors under the Notes are also subject to certain limitations and terms similar to those applicable to other guarantees of similar instruments, including that (i) the guarantees are subject to fraudulent transfer and conveyance laws and (ii) the obligations of each Guarantor under its guarantee of each series of Notes will be limited to the maximum amount as will result in the obligations of such Guarantor under its guarantee of such Notes not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

Under each indenture governing one or more series of the Notes, a Guarantor Subsidiary will be automatically and unconditionally released from its guarantee upon consummation of any transaction permitted under the applicable indenture resulting in such Guarantor Subsidiary ceasing to be an obligor (either as issuer or guarantor). Under the indentures, the guarantee of the Parent will be automatically released and will terminate upon the merger of the Parent with or into the Issuer or another guarantor, the consolidation of the Parent with the Issuer or another guarantor or the transfer of all or substantially all of the assets of the Parent to the Issuer or a guarantor. In addition, if the Issuer exercises its defeasance or covenant defeasance option with respect to the Notes of a series in accordance with the terms of the applicable indenture, each guarantor will be automatically and unconditionally released from its guarantee of the Notes of such series and all its obligations under the applicable indenture.

The Issuer and each Guarantor are holding companies that conduct substantially all of their business through subsidiaries. Accordingly, repayment of the Issuer’s indebtedness, including the Notes, is dependent on the generation of cash flow by the Issuer’s and each Guarantor’s subsidiaries, as applicable, and their ability to make such cash available to the Issuer and the Guarantors, as applicable, by dividend, debt repayment or otherwise. The Issuer’s and the Guarantors’ subsidiaries may not be able to, or be permitted to, make distributions to enable them to make payments in respect of their obligations, including with respect to the Notes in the case of the Issuer and the guarantees in the case of the Guarantors. Each of the Issuer’s and the Guarantors’ subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Issuer’s and the Guarantors’ ability to obtain cash from their subsidiaries. In the event that the Issuer and the Guarantors do not receive distributions from their subsidiaries, the Issuer and the Guarantors may be unable to make required principal and interest payments on their obligations, including with respect to the Notes and the guarantees.

Pursuant to amended Rule 3-10 of Regulation S-X, the summarized financial information below is presented for the Obligor Group on a combined basis after the elimination of intercompany balances and transactions among the Obligor Group and equity in earnings from and investments in the non-Guarantor Subsidiaries. The summarized financial information below should be read in conjunction with the Company’s consolidated financial statements contained herein, as the summarized financial information may not necessarily be indicative of results of operations or financial position had the subsidiaries operated as independent entities (in millions).

SUMMARIZED STATEMENT OF OPERATIONS

	Year Ended September 30,
	2022
Net sales to unrelated parties	$	1,813.4
Net sales to non-Guarantor Subsidiaries	$	1,162.8
Gross profit	$	949.1
Interest expense, net with non-Guarantor Subsidiaries	$	(98.2	)
Net income and net income attributable to the Obligor Group	$	33.6

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SUMMARIZED BALANCE SHEETS

	September 30,
	2022		2021
ASSETS
Total current assets	$	227.4	$	310.4
Noncurrent amounts due from non-    Guarantor Subsidiaries	$	370.1	$	306.1
Other noncurrent assets (1)		1,812.8		1,980.5
Total noncurrent assets	$	2,182.9	$	2,286.6
LIABILITIES
Current amounts due to non-    Guarantor Subsidiaries	$	2,253.5	$	2,281.4
Other current liabilities		144.5		130.4
Total current liabilities	$	2,398.0	$	2,411.8
Noncurrent amounts due to non-    Guarantor Subsidiaries	$	3,097.5	$	3,437.4
Other noncurrent liabilities		6,872.7		7,296.6
Total noncurrent liabilities	$	9,970.2	$	10,734.0

(1)Other noncurrent assets includes aggregate goodwill and intangibles, net of $1,601.2 million and $1,699.2 million as of September 30, 2022 and September 30, 2021, respectively.

NON-GAAP FINANCIAL MEASURES

We report our financial results in accordance with generally accepted accounting principles in the U.S. (“GAAP”). However, management believes certain non-GAAP financial measures provide our management, board of directors, investors, potential investors, securities analysts and others with additional meaningful financial information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies.

We use the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these measures provide our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because they exclude restructuring and other costs, business systems transformation costs and other specific items that management believes are not indicative of the ongoing operating results of the business. We and our board of directors use this information to evaluate our performance relative to other periods. We believe that the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Diluted Share are Net income (loss) attributable to common stockholders and Earnings (loss) per diluted share, respectively. For additional information regarding our business systems transformation see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Business Systems Transformation”.

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Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Earnings Per Diluted Share to Earnings (loss) per diluted share, the most directly comparable GAAP measure (in dollars per share) for the periods indicated.

	Years Ended September 30,
	2022			2021			2020
Earnings (loss) per diluted share	$	3.61		$	3.13		$	(2.67	)
Restructuring and other costs		1.16			0.09			0.33
Mineral rights impairment		0.08			—			—
Loss on extinguishment of debt		0.02			0.03			—
Accelerated depreciation on major capital projects and   certain facility closures		0.02			—			0.05
Business systems transformation costs		0.02			—			—
Multiemployer pension withdrawal expense		0.01			—			—
Losses at closed facilities, transition and start-up costs		0.01			0.01			0.07
COVID employee payments		—			0.06			0.09
Grupo Gondi option		—			0.06			—
Accelerated compensation ‒ former CEO		—			0.04			—
Goodwill impairment		—			—			5.07
North Charleston and Florence transition and   reconfiguration costs		—			—			0.13
MEPP liability adjustment due to interest rates		(0.10	)		—			0.05
Gain on sale of certain closed facilities		(0.05	)		—			(0.05	)
Ransomware recovery costs, net of insurance proceeds		(0.02	)		0.05			—
Gain on sale of investment		—			(0.05	)		—
Gain on sale of sawmill		—			(0.03	)		—
Brazil indirect tax claim		—			—			(0.14	)
Litigation recovery		—			—			(0.07	)
Adjustment related to Tax Cuts and Jobs Act		—			—			(0.06	)
Direct recoveries from Hurricane Michael, net of   related costs		—			—			(0.05	)
Other		—			—			0.02
Adjustment to reflect adjusted earnings on a fully diluted   basis		—			—			(0.02	)
Adjusted Earnings Per Diluted Share	$	4.76		$	3.39		$	2.75

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The GAAP results in the tables below for Pre-Tax, Tax and Net of Tax are equivalent to the line items “Income (loss) before income taxes”, “Income tax expense” and “Consolidated net income (loss)”, respectively, as reported on the consolidated statements of operations. Set forth below are reconciliations of Adjusted Net Income to the most directly comparable GAAP measure, Net income (loss) attributable to common stockholders (represented in the table below as the GAAP Results for Consolidated net income (loss) (i.e., Net of Tax) less net income attributable to Noncontrolling interests), for the periods indicated (in millions):

	Year ended September 30, 2022
	Pre-Tax			Tax			Net of Tax
As reported	$	1,218.8		$	(269.6	)	$	949.2
Restructuring and other costs		401.6			(98.1	)		303.5
Mineral rights impairment		26.0			(6.4	)		19.6
Loss on extinguishment of debt		8.5			(2.1	)		6.4
Accelerated depreciation on certain facility   closures		7.5			(1.9	)		5.6
Business systems transformation costs		7.4			(1.8	)		5.6
Multiemployer pension withdrawal expense		3.5			(0.8	)		2.7
Losses at closed facilities, transition and   start-up costs		3.5			(0.9	)		2.6
MEPP liability adjustment due to interest rates		(36.2	)		8.9			(27.3	)
Gain on sale of certain closed facilities		(18.6	)		5.0			(13.6	)
Ransomware recovery costs insurance proceeds		(6.6	)		1.6			(5.0	)
Other		0.5			(0.1	)		0.4
Adjusted Results	$	1,615.9		$	(366.2	)	$	1,249.7
Noncontrolling interests								(4.6	)
Adjusted Net Income							$	1,245.1

	Year ended September 30, 2021
	Pre-Tax			Tax			Net of Tax
As reported	$	1,085.9		$	(243.4	)	$	842.5
Restructuring and other costs		31.5			(7.7	)		23.8
COVID employee payments		22.0			(5.4	)		16.6
Grupo Gondi option		22.5			(6.7	)		15.8
Ransomware recovery costs, net of insurance   proceeds		18.9			(4.7	)		14.2
Accelerated compensation ‒ former CEO		11.7			—			11.7
Loss on extinguishment of debt		9.7			(2.4	)		7.3
Losses at closed facilities, transition and   start-up costs		3.0			(0.6	)		2.4
Accelerated depreciation on certain facility   closures		0.7			(0.2	)		0.5
Gain on sale of investment		(16.0	)		2.4			(13.6	)
Gain on sale of sawmill		(16.5	)		8.3			(8.2	)
Gain on sale of certain closed facilities		(0.9	)		0.2			(0.7	)
Brazil indirect tax claim		(0.9	)		0.3			(0.6	)
MEPP liability adjustment due to interest rates		(0.4	)		0.1			(0.3	)
Adjusted Results	$	1,171.2		$	(259.8	)	$	911.4
Noncontrolling interests								(4.2	)
Adjusted Net Income							$	907.2

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	Year ended September 30, 2020
	Pre-Tax			Tax			Net of Tax
As reported	$	(522.6	)	$	(163.5	)	$	(686.1	)
Goodwill impairment		1,333.2			(18.9	)		1,314.3
Restructuring and other costs		112.7			(28.2	)		84.5
North Charleston and Florence transition and   reconfiguration costs		43.4			(10.6	)		32.8
COVID employee payments		31.6			(7.7	)		23.9
Losses at closed plants, transition and   start-up costs		21.9			(5.4	)		16.5
Accelerated depreciation on major capital   projects and certain plant closures		17.3			(4.2	)		13.1
MEPP liability adjustment due to interest rates		15.0			(3.7	)		11.3
Loss on extinguishment of debt		1.5			(0.4	)		1.1
Multiemployer pension withdrawal expense		0.9			(0.2	)		0.7
Brazil indirect tax claim		(51.9	)		16.0			(35.9	)
Litigation recovery		(23.9	)		5.9			(18.0	)
Adjustment related to Tax Cuts and Jobs Act		—			(16.4	)		(16.4	)
Direct recoveries from Hurricane Michael, net   of related costs		(16.1	)		4.0			(12.1	)
Gain on sale of certain closed facilities		(15.6	)		3.8			(11.8	)
Land and Development operating results		(1.3	)		0.3			(1.0	)
Other		6.0			(1.5	)		4.5
Adjusted Results	$	952.1		$	(230.7	)	$	721.4
Noncontrolling interests								(4.8	)
Adjusted Net Income							$	716.6

We discuss certain of these charges in more detail in “Note 4. Restructuring and Other Costs”, “Note 7. Segment Information” and “Note 17. Commitments and Contingencies — Indirect Tax Claim”. For more information on our business systems transformation see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview — Business Systems Transformation”. See Item 1A. “Risk Factors — We May Not Be Able To Successfully Implement Our Strategic Transformation Initiatives, Including Our New Business Systems Transformation”.

We also use the non-GAAP financial measure “Consolidated Adjusted EBITDA”, along with other factors such as "Adjusted EBITDA" (a GAAP measure of segment performance our CODM uses to evaluate our segment results), to evaluate our overall performance. Management believes that the most directly comparable GAAP measure to Consolidated Adjusted EBITDA is "Net income (loss) attributable to common stockholders". Management believes this measure provides our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because it excludes restructuring and other costs, business systems transformation costs and other specific items that management believes are not indicative of the ongoing operating results of the business. We and our board of directors use this information to evaluate our performance relative to other periods.

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Set forth below is a reconciliation of the non-GAAP financial measure Consolidated Adjusted EBITDA to Net income (loss) attributable to common stockholders periods indicated (in millions).

	Year Ended September 30,
	2022			2021			2020
Net income (loss) attributable to common stockholders	$	944.6		$	838.3		$	(690.9	)
Adjustments: (1)
Less: Net income attributable to noncontrolling interests		4.6			4.2			4.8
Income tax expense		269.6			243.4			163.5
Other expense (income), net		11.0			(10.9	)		(9.5	)
Loss on extinguishment of debt		8.5			9.7			1.5
Interest expense, net		318.8			372.3			393.5
Restructuring and other costs		401.6			31.5			112.7
Mineral rights impairment		26.0			—			—
Goodwill impairment		—			—			1,333.2
Multiemployer pension withdrawal expense (income)		0.2			(2.9	)		(1.1	)
Gain on sale of certain closed facilities		(18.6	)		(0.9	)		(15.6	)
Depreciation, depletion and amortization		1,488.6			1,460.0			1,487.0
Other adjustments		4.5			54.5			33.1
Consolidated Adjusted EBITDA	$	3,459.4		$	2,999.2		$	2,812.2

(1)The table above adds back expense or subtracts income for certain financial statement and segment footnote items to compute Consolidated Adjusted EBITDA.

The non-GAAP measure Consolidated Adjusted EBITDA can also be derived by adding together each segment's "Adjusted EBITDA" plus "Non-allocated expenses" from our segment footnote. See “Note 7. Segment Information” of the Notes to Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have prepared our accompanying consolidated financial statements in conformity with GAAP, which requires management to make estimates that affect the amounts of revenues, expenses, assets and liabilities reported. Certain significant accounting policies are described in “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements.

These critical accounting policies are both important to the portrayal of our financial condition and results of operations and require some of management’s most subjective and complex judgments. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions that, in management’s judgment, could change in a manner that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause our future reported financial condition and results of operations to differ materially from those that we are currently reporting based on management’s current estimates.

Goodwill

We review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set forth in ASC 350, “Intangibles — Goodwill and Other” ("ASC 350"). We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, referred to as a component.

ASC 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine whether it is “more likely than not” that the fair value of a reporting unit exceeds its carrying amount. We generally do not attempt a qualitative assessment and move directly to the quantitative test. As part of the quantitative test, we utilize the present value of expected cash flows or, as appropriate, a combination of the present value of expected cash flows and the guideline public company method to determine the estimated fair value of our reporting units. This present value model requires management to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. The assumptions we use to estimate future cash flows are consistent with the assumptions that the reporting units use for internal planning purposes, which we believe would be generally consistent with that of a market participant. If we determine that the estimated fair value of the

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reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds its estimated fair value, we measure the goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value as required under Accounting Standards Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill Impairment”, which we early adopted starting with our fiscal 2020 annual goodwill impairment test on July 1, 2020. We describe our accounting policy for goodwill further in “Note 1. Description of Business and Summary of Significant Accounting Policies — Goodwill and Long-Lived Assets” of the Notes to Consolidated Financial Statements.

During the fourth quarter of fiscal 2022, we completed our annual goodwill impairment testing. We considered factors such as, but not limited to, our expectations for the short-term and long-term impacts of COVID, macroeconomic conditions, industry and market considerations, and financial performance, including planned revenue, earnings and capital investments of each reporting unit. The discount rate used for each reporting unit ranged from 9.5% to 13.0%. We used perpetual growth rates ranging from 0.0% to 1.0%. All reporting units that have goodwill were noted to have a fair value that exceeded their carrying values by more than 15% each. If we had concluded that it was appropriate to increase the discount rate we used by 100 basis points, the fair value of each of our reporting units would have continued to exceed its carrying value. No reporting unit failed the annual impairment test; however, the fair value of the Corrugated Packaging reporting unit only exceeded its carrying value by 15% at July 1, 2022. In our fiscal 2022 annual goodwill impairment analysis, projected future cash flows for the Corrugated Packaging reporting unit were discounted at 10.0%. Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rate would have to be increased to 11.9%, in order for the estimated fair value of the reporting unit to fall below its carrying value.

At September 30, 2022, the Corrugated Packaging, Consumer Packaging, Global Paper and Distribution reporting units had $2,802.8 million, $1,588.4 million, $1,366.5 million and $137.5 million of goodwill, respectively. Our long-lived assets, including intangible assets, remain recoverable. Subsequent to our annual test, we monitored industry economic trends until the end of our fiscal year and determined no additional testing for goodwill impairment was warranted. We have not made any material changes to our impairment loss assessment methodology during the past three fiscal years. Currently, we do not believe there is a reasonable likelihood that there will be a material change in future assumptions or estimates we use to calculate impairment losses. However, we cannot predict or control market factors, including the impact of macroeconomic conditions, and there are certain risks inherent to our operations, as described in Item 1A. “Risk Factors”. If actual results are not consistent with our assumptions and estimates, we may be exposed to additional impairment losses that could be material.

See Item 1A. “Risk Factors — We Have a Significant Amount of Goodwill and Other Intangible Assets and a Write-Down Could Materially Adversely Impact Our Operating Results and Stockholders' Equity”.

Long-Lived Assets

We follow the provisions included in ASC 360, “Property, Plant, and Equipment” in determining whether the carrying value of any of our long-lived assets, including right-of-use assets (“ROU”) and amortizable intangibles other than goodwill, is impaired. We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the long-lived asset might not be recoverable. If we determine that indicators of impairment are present, we determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the carrying value. This requires management to estimate future cash flows through operations over the remaining useful life of the asset and its ultimate disposition. The assumptions we use to estimate future cash flows are consistent with the assumptions we use for internal planning purposes, updated to reflect current expectations. If our estimated undiscounted cash flows do not exceed the carrying value, we estimate the fair value of the asset and record an impairment charge if the carrying value is greater than the fair value of the asset. We estimate fair value using discounted cash flows, observable prices for similar assets, or other valuation techniques.

Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating impairment also requires us to estimate future operating results and cash flows, which also require judgment by management.

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Accounting for Income Taxes

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect management’s best assessment of estimated current and future taxes to be paid. Significant judgments and estimates are required in determining the consolidated income tax expense. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. We use significant judgment in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon ultimate settlement. We do not record any benefit for the tax positions where we do not meet the “more likely than not” initial recognition threshold. Income tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. We generally recognize interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results of operations in future periods depending upon their ultimate resolution. A 1% change in our effective tax rate would have increased or decreased tax expense by approximately $12 million for fiscal 2022. A 1% change in our effective tax rate used to compute deferred tax liabilities and assets, as recorded on the September 30, 2022 consolidated balance sheet, would have increased or decreased tax expense by approximately $117 million for fiscal 2022.

Pension

The funded status of our qualified and non-qualified U.S. and non-U.S. pension plans decreased $167.3 million in fiscal 2022. Our U.S. qualified and non-qualified pension plans were overfunded by $243.4 million as of September 30, 2022. Our non-U.S. pension plans were under funded by $5.6 million as of September 30, 2022. Our U.S. pension plan benefit obligations were positively impacted in fiscal 2022 primarily by a 264-basis point increase in the discount rate compared to the prior measurement date. The non-U.S. pension plan obligations were positively impacted in fiscal 2022 by a 249-basis point increase in the discount rate compared to the prior measurement date.

The determination of pension obligations and pension expense requires various assumptions that can significantly affect liability and expense amounts, such as the expected long-term rate of return on plan assets, discount rates, projected future compensation increases and mortality rates for each of our plans. These assumptions are determined annually in conjunction with our actuary. The accounting for these matters involves the making of estimates based on current facts, circumstances and assumptions that, in management’s judgment, could change in a manner that would materially affect management’s future estimates with respect to such matters and, accordingly, could cause our future reported financial condition and results of operations to differ materially from those that we are currently reporting based on management’s current estimates.

A 25-basis point change in the discount rate, compensation level, expected long-term rate of return on plan assets and interest crediting rate, factoring in our corridor (as defined herein) as appropriate, would have had the following effect on fiscal 2022 pension expense (amounts in the table in parentheses reflect additional income, in millions):

	Pension Plans
	25 Basis Point Increase			25 Basis Point Decrease
Discount rate	$	4.6		$	7.6
Compensation level	$	0.1		$	(0.1	)
Expected long-term rate of return on plan assets	$	(17.1	)	$	17.1
Interest crediting rate	$	0.1		$	(0.1	)

New Accounting Standards

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements, including the respective expected dates of adoption and expected effects on our results of operations and financial condition.

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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in, among other things, interest rates, foreign currencies and commodity prices. We aim to identify and understand these risks and then implement strategies to manage them. When evaluating these strategies, we evaluate the fundamentals of each market, our sensitivity to movements in pricing, and underlying accounting and business implications. Our chief executive officer or chief financial officer must approve the execution of all transactions contemplated in accordance with our Financial and Commodity Risk Management Corporate Policy. The sensitivity analyses we present below do not consider the effect of possible adverse changes in the general economy, nor do they consider additional actions we may take to mitigate our exposure to such changes. We may not be successful in managing these risks.

Containerboard and Paperboard Shipments

We are exposed to market risk related to our sales of containerboard and paperboard. We sell a significant portion of our mill production and converted products pursuant to contracts that provide that prices are either fixed for specified terms or provide for price adjustments based on negotiated terms, including changes in specified index prices. We have the capacity to annually ship approximately 11.1 million tons from our containerboard mills and approximately 4.1 million tons from our paperboard mills. Although our mill system operating rates may vary from year to year due to changes in market and other factors, our simple average mill system operating rates for the last three years averaged 91%. A hypothetical $10 per ton change in the price of containerboard and paperboard throughout the year based on our capacity would impact our sales by approximately $111 million and $41 million, respectively. See Item 1A. “Risk Factors — Our Earnings Are Highly Dependent on Volumes”.

Energy

Energy is one of the most significant costs of our mill operations. The cost of natural gas (typically measured in one million British Thermal Units ("MMBtu"), coal, oil, electricity, diesel and wood by-products (biomass) at times has fluctuated significantly. In our recycled paperboard mills, we use primarily natural gas and electricity, supplemented with coal and fuel oil to generate steam used in the paper making process and, at a few mills, to generate electricity used on site. In our virgin fiber mills, we use biomass, natural gas and coal to generate steam used in the pulping and paper making processes and to generate some or all of the electricity used on site. We primarily use electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers at market or tariff rates. From time to time, we use commodity contracts to hedge energy exposures, as discussed in more detail below.

We spent approximately $1,263 million and $903 million on all energy sources in fiscal 2022 and 2021, respectively to operate our facilities. The increase in energy costs in fiscal 2022 was primarily due to inflation. Natural gas and electricity each account for approximately 30% to 50% of our energy purchases depending upon pricing. We consumed approximately 86 million MMBtu of natural gas in fiscal 2022, although the amount of energy we consume may vary from year to year due to production levels and other factors. A hypothetical 10% change in the price of energy throughout the year would impact our cost of energy by approximately $126 million based on fiscal 2022 pricing and consumption.

Recycled Fiber

Recycled fiber is the principal raw material we use in the production of recycled paperboard and a portion of our containerboard. In fiscal 2022 and 2021, we consumed approximately 5.7 million and 5.8 million tons of recycled fiber, respectively. Recycled fiber prices can fluctuate significantly. Our purchases of old corrugated containers and double-lined kraft clippings account for our largest recycled fiber costs and made up approximately 85% to 90% of our recycled fiber purchases in fiscal 2022. The remaining 10% to 15% of our recycled fiber purchases consisted of a number of other grades of recycled paper. The mix of recycled fiber may vary due to factors such as market demand, availability and pricing. Recycled fiber prices increased in fiscal 2022 from prior year levels. While the amount of recycled fiber we consume may vary from year to year due to production levels and other factors, in fiscal 2023 we expect to consume approximately 5.1 million tons of recycled fiber. The reduction in fiscal 2023 represents the mill actions taken in the last six months and other factors. Based on our estimated consumption, a hypothetical $10 per ton change in recycled fiber prices for a fiscal year would impact our costs by approximately $51 million.

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Virgin Fiber

Virgin fiber is the principal raw material we use in the production of a portion of our containerboard, bleached paperboard and market pulp. While virgin fiber prices have generally been more stable than recycled fiber prices, they also fluctuate, particularly due to significant changes in weather, such as during prolonged periods of heavy rain or drought, or during housing construction slowdowns or accelerations. Virgin fiber prices increased in fiscal 2022 from prior year levels. A hypothetical 10% change in virgin fiber prices in our mills for a fiscal year would impact our costs by approximately $155 million.

Freight

Inbound and outbound freight is a significant expenditure for us. Factors that influence our freight expense include distance between our shipping and delivery locations, distance from customers and suppliers, mode of transportation (rail, truck, intermodal and ocean) and freight rates, which are influenced by supply and demand and fuel costs, primarily diesel. We experienced higher freight costs and some distribution delays in both fiscal 2022 and 2021. A hypothetical 10% change in freight costs for fiscal 2022 and 2021 would impact our costs by approximately $220 million and $190 million, respectively. In fiscal 2023, we expect to consume approximately 85 million gallons of diesel. See Item 1A. “Risk Factors — We May Face Increased Costs For, or Inadequate Availability of, Raw Materials, Energy and Transportation”.

Interest Rates

We are exposed to changes in interest rates, primarily as a result of our short-term and long-term debt. As discussed below, we may from time to time use interest rate swap agreements to manage the interest rate characteristics of a portion of our outstanding debt. Based on the amounts and mix of our fixed and floating rate debt at September 30, 2022 and 2021, including the impact of any interest rate swaps, if market interest rates change an average of 100 basis points, our annual interest expense would be impacted by approximately $10 million and $11 million, respectively. We determined these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. This analysis does not consider the effects of changes in the level of overall economic activity that could exist in such an environment. See Item 1A. “Risk Factors — We Have Had Significant Levels of Indebtedness in the Past and May Incur Significant Levels of Indebtedness in the Future, Which Could Adversely Affect Our Financial Condition and Impair Our Ability to Operate Our Business”.

Derivative Instruments / Forward Contracts

We periodically may issue and settle foreign currency denominated debt, exposing us to the effect of changes in spot exchange rates between loan issue and loan repayment dates and changes in spot exchange rates on open balances at each balance sheet date. From time to time, we may use foreign exchange contracts to hedge these exposures with terms of generally one to three months. At September 30, 2022, the notional amount of our foreign currency exchange contract derivative was 8.0 billion Mexican pesos ($389.9 million). At September 30, 2021, the notional amount of our foreign currency exchange contract derivative was $270.2 million. Based on our open foreign exchange contracts as of September 30, 2022 and September 30, 2021, the effect of a 1% change in exchange rates would impact Other (expense) income, net by approximately $4 million and $3 million, respectively. Although these foreign currency sensitive instruments expose us to market risk, fluctuations in the value of these instruments are mitigated by expected offsetting fluctuations in the foreign currency denominated debt exposures. The fluctuation of these instruments may cause future cash settlement of the hedge.

We periodically may also enter into interest rate swaps to manage the interest rate risk associated with a portion of our outstanding debt but currently have no active interest rate swaps. Interest rate swaps are either designated for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt or fair value hedges of fixed rate debt, or we may elect not to treat them as accounting hedges. We may enter into swaps or forward contracts on certain commodities to manage the price risk associated with forecasted purchases or sales of those commodities.

In fiscal 2022, we entered into various natural gas commodity derivatives that were designated as cash flow hedges for accounting purposes. Therefore, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted

59

transaction affects earnings. At September 30, 2022, the notional amount of our natural gas commodity derivatives was 18.3 million MMBtu. Based on our open contracts as of September 30, 2022, the effect of a 10% change in the price per MMBtu would impact Cost of goods sold by approximately $1 million. See “Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)” of the Notes to Consolidated Financial Statements for additional information regarding our natural gas commodity derivatives.

Pension Plans

Our pension plans are influenced by trends in the financial markets and the regulatory environment, among other factors. Adverse general stock market trends and falling interest rates increase plan costs and liabilities. During fiscal 2022 and 2021, factoring in our corridor as appropriate, the effect of a 0.25% decrease in the discount rate would have reduced pre-tax income by approximately $8 million and $15 million, respectively. During fiscal 2022 and 2021, the effect of a 0.25% increase in the discount rate would have decreased pre-tax income by $5 million and increased pre-tax income by $15 million, respectively. Similarly, MEPPs in which we participate could experience similar circumstances which could impact our funding requirements and therefore expenses. See “Note 5. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements. See also Item 1A. “Risk Factors — We May Incur Withdrawal Liability and/or Increased Funding Requirements in Connection with Multiemployer Pension Plans”.

Foreign Currency

We predominately operate in markets in the U.S. but derived 18.3% of our net sales in fiscal 2022 from outside the U.S. through international operations, some of which were transacted in U.S. dollars. In addition, certain of our domestic operations have sales to foreign customers. Although we are impacted by the exchange rates of a number of currencies, our largest exposures are generally to the Brazilian Real, British Pound, Canadian dollar, Euro and Mexican Peso. In fiscal 2022, our largest exposures also included the Polish Zloty, Chinese Yuan and Japanese Yen.

In conducting our foreign operations, we also make intercompany sales and receive royalties and dividends denominated in different currencies. These activities expose us to the effect of changes in foreign currency exchange rates. Flows of foreign currencies into and out of our operations are generally stable and regularly occurring and are recorded at fair market value in our financial statements.

At times, certain of our foreign subsidiaries have U.S. dollar-denominated external debt. In these instances, we may hedge the non-functional currency exposure with derivatives. We issue intercompany loans to and receive foreign cash deposits from our foreign subsidiaries in their local currencies, exposing us to the effect of changes in spot exchange rates between loan issue and loan repayment dates and changes in spot exchange rates from deposits. From time to time, we may use foreign-exchange hedge contracts with terms of generally less than one year to hedge these exposures. Although our derivative and other foreign currency sensitive instruments expose us to market risk, fluctuations in the value of these instruments are mitigated by expected offsetting fluctuations in the matched exposures.

During fiscal 2022 and 2021, the effect of a hypothetical 10% change in foreign currencies to which we have exposure compared to the U.S. dollar would have impacted our income before income taxes by approximately $36 million and $26 million, respectively.

During fiscal 2022 and 2021, the effect of a hypothetical 1% change in exchange rates would have impacted accumulated other comprehensive income by approximately $32 million and $30 million, respectively. This impact does not consider the effects of a stronger or weaker U.S. dollar on our ability to compete for export business or the overall economic activity that could exist in such an environment. Changes in foreign exchange rates could impact the price and the demand for our products; for instance, a strengthening U.S. dollar may cause exports to become more expensive to foreign customers and business that have to pay for them in other currencies. See Item 1A. “Risk Factors — We Have Been, And May Be In the Future, Adversely Affected by Factors That Are Beyond Our Control, Such as U.S. and Worldwide Economic and Financial Market Conditions, and Social and Political Change”.

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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Description	Page Reference
Consolidated Statements of Operations	62
Consolidated Statements of Comprehensive Income (Loss)	63
Consolidated Balance Sheets	64
Consolidated Statements of Equity	65
Consolidated Statements of Cash Flows	66
Notes to Consolidated Financial Statements	67
Note 1. Description of Business and Summary of Significant Accounting Policies	67
Note 2. Revenue Recognition	80
Note 3. Acquisitions and Investments	81
Note 4. Restructuring and Other Costs	81
Note 5. Retirement Plans	84
Note 6. Income Taxes	95
Note 7. Segment Information	99
Note 8. Interest	104
Note 9. Inventories	105
Note 10. Property, Plant and Equipment	105
Note 11. Other Intangible Assets	106
Note 12. Fair Value	106
Note 13. Debt	108
Note 14. Leases	113
Note 15. Special Purpose Entities	114
Note 16. Related Party Transactions	115
Note 17. Commitments and Contingencies	115
Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)	119
Note 19. Stockholders’ Equity	121
Note 20. Share-Based Compensation	122
Note 21. Earnings Per Share	125
Note 22. Subsequent Events	126
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)	127
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting	130
Management’s Annual Report on Internal Control Over Financial Reporting	132

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WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended September 30,
(In millions, except per share data)	2022			2021			2020
Net sales	$	21,256.5		$	18,746.1		$	17,578.8
Cost of goods sold		17,235.8			15,315.8			14,381.6
Gross profit		4,020.7			3,430.3			3,197.2
Selling, general and administrative excluding intangible    amortization		1,932.6			1,759.3			1,624.4
Selling, general and administrative intangible amortization		350.4			357.1			400.5
(Gain) loss on disposal of assets		(16.9	)		4.1			(16.3	)
Multiemployer pension withdrawal expense (income)		0.2			(2.9	)		(1.1	)
Mineral rights impairment		26.0			—			—
Restructuring and other costs		401.6			31.5			112.7
Goodwill impairment		—			—			1,333.2
Operating profit (loss)		1,326.8			1,281.2			(256.2	)
Interest expense, net		(318.8	)		(372.3	)		(393.5	)
Loss on extinguishment of debt		(8.5	)		(9.7	)		(1.5	)
Pension and other postretirement non-service income		157.4			134.9			103.3
Other (expense) income, net		(11.0	)		10.9			9.5
Equity in income of unconsolidated entities		72.9			40.9			15.8
Income (loss) before income taxes		1,218.8			1,085.9			(522.6	)
Income tax expense		(269.6	)		(243.4	)		(163.5	)
Consolidated net income (loss)		949.2			842.5			(686.1	)
Less: Net income attributable to noncontrolling interests		(4.6	)		(4.2	)		(4.8	)
Net income (loss) attributable to common stockholders	$	944.6		$	838.3		$	(690.9	)
Basic earnings (loss) per share attributable to common    stockholders	$	3.64		$	3.16		$	(2.67	)
Diluted earnings (loss) per share attributable to common    stockholders	$	3.61		$	3.13		$	(2.67	)

See Accompanying Notes

62

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended September 30,
(In millions)	2022			2021			2020
Consolidated net income (loss)	$	949.2		$	842.5		$	(686.1	)
Other comprehensive (loss) income, net of tax:
Foreign currency:
Foreign currency translation (loss) gain		(241.5	)		124.3			(215.0	)
Derivatives:
Deferred loss on cash flow hedges		(10.3	)		(0.1	)		(10.0	)
Reclassification adjustment of net loss on cash    flow hedges included in earnings		1.4			5.5			3.6
Defined benefit pension and other postretirement benefit    plans:
Net actuarial (loss) gain arising during period		(216.3	)		165.6			24.2
Amortization and settlement recognition of net    actuarial loss, included in pension and    postretirement cost		6.4			25.5			35.4
Prior service cost arising during period		(0.2	)		(4.2	)		(19.6	)
Amortization and curtailment recognition of prior    service cost, included in pension and    postretirement cost		6.1			4.5			3.8
Other comprehensive (loss) income, net of tax		(454.4	)		321.1			(177.6	)
Comprehensive income (loss)		494.8			1,163.6			(863.7	)
Less: Comprehensive income attributable to    noncontrolling interests		(5.4	)		(4.5	)		(4.5	)
Comprehensive income (loss) attributable to common    stockholders	$	489.4		$	1,159.1		$	(868.2	)

See Accompanying Notes

63

WESTROCK COMPANY

CONSOLIDATED BALANCE SHEETS

	September 30,
(In millions, except per share data)	2022			2021
ASSETS
Current assets:
Cash and cash equivalents	$	260.2		$	290.9
Accounts receivable (net of allowances of $66.3 and $68.1)		2,683.9			2,586.9
Inventories		2,317.1			2,173.3
Other current assets		689.8			597.6
Assets held for sale		34.4			10.9
Total current assets		5,985.4			5,659.6
Property, plant and equipment, net		10,081.4			10,570.1
Goodwill		5,895.2			5,959.2
Intangibles, net		2,920.6			3,318.8
Restricted assets held by special purpose entities		1,253.0			1,260.5
Prepaid pension asset		440.3			674.3
Other assets		1,829.6			1,811.8
Total assets	$	28,405.5		$	29,254.3
LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt	$	212.2		$	168.8
Accounts payable		2,252.1			2,123.7
Accrued compensation and benefits		627.9			656.8
Other current liabilities		810.6			694.8
Total current liabilities		3,902.8			3,644.1
Long-term debt due after one year		7,575.0			8,025.3
Pension liabilities, net of current portion		189.4			254.7
Postretirement benefit liabilities, net of current portion		105.4			133.7
Non-recourse liabilities held by special purpose entities		1,117.8			1,127.3
Deferred income taxes		2,761.9			2,944.4
Other long-term liabilities		1,328.0			1,433.1
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests		5.5			1.7
Equity:
Preferred stock, $0.01 par value; 30.0 million shares authorized; no    shares outstanding		—			—
Common stock, $0.01 par value; 600.0 million shares authorized;    254.4 million and 265.0 million shares outstanding at    September 30, 2022 and September 30, 2021, respectively		2.5			2.7
Capital in excess of par value		10,639.4			11,058.8
Retained earnings		2,214.4			1,607.9
Accumulated other comprehensive loss		(1,454.3	)		(999.1	)
Total stockholders’ equity		11,402.0			11,670.3
Noncontrolling interests		17.7			19.7
Total equity		11,419.7			11,690.0
Total liabilities and equity	$	28,405.5		$	29,254.3

See Accompanying Notes

64

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

	Year Ended September 30,
(In millions, except per share data)	2022			2021			2020
Number of Shares of Common Stock Outstanding:
Balance at beginning of fiscal year		265.0			260.4			257.8
Issuance of common stock, net of stock received for tax    withholdings		2.0			7.1			2.6
Purchases of common stock (1)		(12.6	)		(2.5	)		—
Balance at end of fiscal year		254.4			265.0			260.4
Common Stock:
Balance at beginning of fiscal year	$	2.7		$	2.6		$	2.6
Issuance of common stock, net of stock received for tax    withholdings		—			0.1			—
Purchases of common stock (1)		(0.2	)		—			—
Balance at end of fiscal year		2.5			2.7			2.6
Capital in Excess of Par Value:
Balance at beginning of fiscal year		11,058.8			10,916.3			10,739.4
Compensation expense under share-based plans		93.4			88.5			130.3
Issuance of common stock, net of stock received for tax    withholdings		11.9			158.8			46.6
Purchases of common stock (1)		(524.3	)		(103.7	)		—
Other		(0.4	)		(1.1	)		—
Balance at end of fiscal year		10,639.4			11,058.8			10,916.3
Retained Earnings:
Balance at beginning of fiscal year		1,607.9			1,031.6			1,997.1
Adoption of accounting standards (2)		—			(3.8	)		73.5
Net income (loss) attributable to common stockholders		944.6			838.3			(690.9	)
Dividends declared (per share - $1.00, $0.88 and $1.33) (3)		(263.0	)		(236.3	)		(348.1	)
Issuance of common stock, net of stock received for tax    withholdings		(2.1	)		(0.5	)		—
Purchases of common stock (1)		(73.0	)		(21.4	)		—
Balance at end of fiscal year		2,214.4			1,607.9			1,031.6
Accumulated Other Comprehensive Loss:
Balance at beginning of fiscal year		(999.1	)		(1,319.9	)		(1,069.2	)
Adoption of ASU 2018-02 reclassification of stranded    tax effects resulting from Tax Reform		—			—			(73.4	)
Other comprehensive (loss) income, net of tax		(455.2	)		320.8			(177.3	)
Balance at end of fiscal year		(1,454.3	)		(999.1	)		(1,319.9	)
Total Stockholders’ equity		11,402.0			11,670.3			10,630.6
Noncontrolling Interests: (4)
Balance at beginning of fiscal year		19.7			16.9			14.3
Net (loss) income		(1.5	)		1.7			2.7
Distributions and adjustments to noncontrolling interests		(0.5	)		1.1			(0.1	)
Balance at end of fiscal year		17.7			19.7			16.9
Total Equity	$	11,419.7		$	11,690.0		$	10,647.5

(1)In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an aggregate cost of $597.5 million. In fiscal 2021, we repurchased approximately 2.5 million shares of our Common Stock for an aggregate cost of $125.1 million (a portion of which settled after September 30, 2021).

(2)For fiscal 2021, the amount relates to the adoption of ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments”. For fiscal 2020, the amount primarily relates to the adoption of ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”.

(3)Includes cash dividends paid and dividend equivalent units on certain restricted stock units and restricted stock.

(4)Excludes amounts related to contingently redeemable noncontrolling interests, which are separately classified outside of permanent equity in the consolidated balance sheets.

See Accompanying Notes

65

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended September 30,
(In millions)	2022			2021			2020
Operating activities:
Consolidated net income (loss)	$	949.2		$	842.5		$	(686.1	)
Adjustments to reconcile consolidated net income (loss) to net    cash provided by operating activities:
Depreciation, depletion and amortization		1,488.6			1,460.0			1,487.0
Cost of real estate sold		—			—			16.1
Deferred income tax (benefit) expense		(98.2	)		(38.3	)		43.0
Share-based compensation expense		93.3			88.6			130.3
401(k) match and company contribution in common stock		2.5			136.1			20.8
Pension and other postretirement funding more than expense (income)		(135.6	)		(111.5	)		(80.1	)
Cash surrender value increase in excess of premiums paid		(2.0	)		(49.4	)		(25.2	)
Equity in income of unconsolidated entities		(72.9	)		(40.9	)		(15.8	)
Gain on sale of sawmill		—			(16.5	)		—
Gain on sale of investment		—			(16.0	)		—
Goodwill impairment		—			—			1,333.2
Other impairment adjustments		325.5			34.6			25.8
Mineral rights impairment		26.0			—			—
(Gain) loss on disposal of plant, equipment and other, net		(17.5	)		3.7			(13.2	)
Other		(2.5	)		11.7			0.6
Change in operating assets and liabilities, net of acquisitions and    divestitures:
Accounts receivable		(161.5	)		(428.9	)		30.5
Inventories		(310.4	)		(200.0	)		21.8
Other assets		79.1			(379.6	)		(202.4	)
Accounts payable		79.5			430.3			(86.4	)
Income taxes		16.9			0.7			(27.6	)
Accrued liabilities and other		(239.6	)		552.8			98.4
Net cash provided by operating activities		2,020.4			2,279.9			2,070.7
Investing activities:
Capital expenditures		(862.6	)		(815.5	)		(978.1	)
Cash paid for purchase of businesses, net of cash acquired		(7.0	)		—			—
Proceeds from corporate owned life insurance		60.8			44.9			16.9
Proceeds from sale of sawmill		—			58.5			—
Proceeds from sale of investment		—			29.5			—
Proceeds from sale of property, plant and equipment		28.2			6.3			35.0
Proceeds from property, plant and equipment insurance settlement		1.7			3.2			6.5
Other		2.9			(2.9	)		(1.8	)
Net cash used for investing activities		(776.0	)		(676.0	)		(921.5	)
Financing activities:
Proceeds from issuance of notes		—			—			598.6
Additions to revolving credit facilities		377.4			435.0			428.0
Repayments of revolving credit facilities		(373.3	)		(415.0	)		(528.2	)
Additions to debt		503.2			259.9			696.4
Repayments of debt		(991.5	)		(1,544.3	)		(1,449.2	)
Changes in commercial paper, net		—			—			(339.2	)
Other debt additions (repayments), net		31.5			23.1			(80.3	)
Issuances of common stock, net of related tax withholdings		5.0			18.2			22.2
Purchases of common stock		(600.0	)		(122.4	)		—
Cash dividends paid to stockholders		(259.5	)		(233.8	)		(344.5	)
Other		25.9			(1.1	)		(24.9	)
Net cash used for financing activities		(1,281.3	)		(1,580.4	)		(1,021.1	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		6.2			16.3			(28.6	)
(Decrease) increase in cash, cash equivalents and restricted cash		(30.7	)		39.8			99.5
Cash, cash equivalents and restricted cash at beginning of period		290.9			251.1			151.6
Cash, cash equivalents and restricted cash at end of period	$	260.2		$	290.9		$	251.1

See Accompanying Notes

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Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Unless the context otherwise requires, “we”, “us”, “our”, “WestRock” and “the Company” refer to the business of WestRock Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging solutions that help our customers win in the marketplace. Our team members support customers around the world from our operating and business locations in North America, South America, Europe, Asia and Australia.

Basis of Presentation and Principles of Consolidation

The preparation of financial statements in accordance with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results may differ from these estimates.

The consolidated financial statements include the accounts of WestRock and our partially owned subsidiaries for which we have a controlling financial interest, including variable interest entities for which we are the primary beneficiary.

Equity investments in which we exercise significant influence but do not control and are not the primary beneficiary are accounted for using the equity method. Investments without a readily determinable value in which we are not able to exercise significant influence over the investee are accounted under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). Our investments accounted for under the equity method or the measurement alternative method are not material either individually or in the aggregate. We have eliminated all significant intercompany accounts and transactions. See “Note 7. Segment Information” for our equity method investments.

Reclassifications and Adjustments

Effective October 1, 2021, we reorganized our segment reporting to four reportable segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. Prior period amounts have been recast throughout the Notes to Consolidated Financial Statements, as applicable, to conform to the new segment structure. These changes did not impact our consolidated financial statements. See “Note 7 Segment Information” for additional information.

Certain amounts in prior periods have been reclassified to conform with the current year presentation.

COVID Pandemic

The global impact of the COVID has affected our operational and financial performance to varying degrees. The extent of the effects of future public health crises, including a resurgence of COVID, or related containment measures and government responses are highly uncertain and cannot be predicted. Our net sales, primarily in the last half of fiscal 2020, were negatively impacted by COVID, and we have experienced and are currently experiencing higher supply chain costs and tight labor markets in part due to the impacts of COVID.

Ransomware Incident

As previously disclosed, on January 23, 2021 we detected a ransomware incident impacting certain of our systems. Promptly upon our detection of this incident, we initiated response and containment protocols and our security teams, supplemented by leading cyber defense firms, worked to remediate this incident. These actions included taking preventative measures, including shutting down certain systems out of an abundance of caution, as

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well as taking steps to supplement existing security monitoring, scanning and protective measures. We notified law enforcement and contacted our customers to apprise them of the situation.

We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. Our teams worked to maintain our business operations and minimize the impact on our customers and team members. In our Form 10-Q for the second quarter of fiscal 2021, we announced that all systems were back in service. All of our mills and converting locations began producing and shipping paper and packaging at pre-ransomware levels in March 2021 or earlier. Our mill system production was approximately 115,000 tons lower than planned for the quarter ended March 31, 2021 as a result of this incident. While shipments from some of our facilities initially lagged behind production levels, this gap closed as systems were restored during the second quarter of fiscal 2021. In locations where technology issues were identified, we used alternative methods, in many cases manual methods, to process and ship orders. We systematically brought our information systems back online in a controlled, phased approach.

We estimated the pre-tax income impact of the lost sales and operational disruption of this incident on our operations in the second quarter of fiscal 2021 was approximately $50 million, as well as approximately $20 million of ransomware recovery costs, primarily professional fees. In addition, we incurred approximately $9 million of ransomware recovery costs in the third quarter of fiscal 2021. In the fourth quarter of fiscal 2021, we recorded a $15 million credit for preliminary recoveries – approximately $10 million as a reduction of SG&A excluding intangible amortization and approximately $5 million as a reduction of Cost of goods sold. In fiscal 2022, we recorded a $57.2 million credit for ransomware insurance recoveries. We recorded $50.6 million of business interruption recoveries as a reduction of Cost of goods sold and $6.6 million of direct cost recoveries as a reduction of SG&A excluding intangible amortization. We present ransomware recoveries received as Net cash provided by operating activities in our consolidated statements of cash flows. While we expect to recover substantially all of the remaining ransomware losses from cyber and business interruption insurance from various carriers in future periods, the recovery process proceeds from carrier to carrier up the coverage layers after the preceding layer is resolved, which lends itself to a lengthy process. Additionally, discussions and/or disputes over the extent of insurance coverage for claims are not uncommon and generally take time to be resolved.

In order to contain and remediate the cybersecurity incident, we engaged a leading cybersecurity defense firm to complete a forensics investigation and performed short-term mitigation actions in the latter half of 2021. Mitigations performed included the execution of a company-wide password reset and the deployment of security tooling across all our servers and workstations. Additionally, to address longer term security objectives, we developed a multi-year security and resiliency roadmap, aimed to strengthen the company’s ability to detect, respond, and recover from security incidents. This roadmap included initiatives to bolster our information security posture across the enterprise, and to deploy technology and process improvements to allow for faster and more effective incident response and recovery. More specifically, key areas of focus for the resiliency roadmap included: strengthening security monitoring controls, improving security at our operating locations, automating identity and access management, expanding third-party security, modernizing the network and file and print infrastructure, and updating backup capabilities.

In fiscal 2022, we realized incremental progress against our resiliency objectives. We improved our mean-time-to-resolve security incidents, deployed endpoint detection and response technology across all of our workstation and server population, transitioned all of our local drives to cloud-based storage, and progressed against key goals to modernize the security and infrastructure of our operating locations. In fiscal 2023, we expect to continue our resiliency roadmap efforts. Quarterly progress, as well as key risks and issues, are reported to the Audit Committee for oversight and monitoring.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial

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statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates, and the differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The global impact of the COVID pandemic may also affect our accounting estimates, which may materially change from period to period due to changing market factors. We regularly evaluate these significant factors and make adjustments where facts and circumstances dictate.

Revenue Recognition

We generally recognize revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the goods, which coincide with the transfer of control of our goods to the customer. Additionally, we manufacture certain customized products that have no alternative use to us (since they are made to specific customer specifications), and we believe that for certain customers we have a legally enforceable right to payment for performance completed to date on these products, including a reasonable profit. For products that meet these two criteria, we recognize revenue “over time”. This results in revenue recognition prior to the date of shipment or title transfer for these products and results in the recognition of a contract asset (unbilled receivables) with a corresponding reduction in finished goods inventory on our balance sheet.

We net provisions for discounts, returns, allowances, customer rebates and other adjustments against our gross sales. Such adjustments are based on historical experience which is consistent with the most likely method as provided in ASC 606 “Revenue from Contracts with Customers” (“ASC 606”).

As permitted by ASC 606, we have elected to treat costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. We do not record interest income when the difference in timing of control transfer and customer payment is one year or less. We also account for sales and other taxes that are imposed on and concurrent with individual revenue-producing transactions between a customer and us on a net basis which excludes the taxes from our net sales.

Shipping and Handling Costs

We classify shipping and handling costs, such as freight to our customers’ destinations, as a component of cost of goods sold. When shipping and handling costs are included in the sales price charged for our products, they are recognized in net sales since we treat shipping and handling as fulfilment activities.

Cash Equivalents

We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. The carrying amounts of our cash and cash equivalents approximate fair market values. We place our cash and cash equivalents primarily with large credit worthy banks, which limits the amount of our credit exposure.

Accounts Receivable and Allowances

We derive our accounts receivable from revenue earned from customers located primarily in North America, South America, Europe, Asia and Australia. Given our diverse customer base, we have limited exposure to credit loss from any particular customer or industry segment, and hence we generally do not require collateral. We perform an evaluation of lifetime expected credit losses inherent in our accounts receivable at each balance sheet date. Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions, and judgment about the future financial health of our customers and industry sector. The average of our receivables collection is within 30 to 60 days. We are a party to accounts receivable sales agreements to sell to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 12. Fair Value — Accounts Receivable Sales Agreements”.

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We state accounts receivable at the amount owed by the customer, net of an allowance for estimated credit impairment losses, returns and allowances, cash discounts and other adjustments. We do not discount accounts receivable because we generally collect accounts receivable over a relatively short time. We charge off receivables when they are determined to be no longer collectible. We recorded bad debt expense of $4.6 million and $19.9 million in fiscal 2022 and 2020, respectively, and a credit of $9.4 million in fiscal 2021.

The following table represents a summary of the changes in the reserve for allowance for doubtful accounts, returns and allowances and cash discounts for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	68.1		$	66.3		$	53.2
Reduction in sales and charges to costs and expenses		261.9			236.5			270.8
Deductions		(263.7	)		(234.7	)		(257.7	)
Balance at end of fiscal year	$	66.3		$	68.1		$	66.3

Inventories

We value our U.S. inventories at the lower of cost or market, with cost for the majority of our U.S. inventories determined on the last-in first-out (“LIFO”) basis. We value all other inventories at the lower of cost and net realizable value, with cost determined using methods that approximate cost computed on a first-in first-out inventory valuation method (“FIFO”) basis. These other inventories are primarily foreign inventories, distribution business inventories, spare parts inventories and certain inventoried supplies and aggregate to approximately 35% and 36% of FIFO cost of all inventory at September 30, 2022 and 2021, respectively. See “Note 9. Inventories” for additional information.

Prior to the application of the LIFO method, our U.S. operating divisions use a variety of methods to estimate the FIFO cost of their finished goods inventories. Such methods include standard costs, or average costs computed by dividing the actual cost of goods manufactured by the tons produced and multiplying this amount by the tons of inventory on hand. Lastly, certain operations calculate a ratio, on a plant-by-plant basis, the numerator of which is the cost of goods sold and the denominator is net sales. This ratio is applied to the estimated sales value of the finished goods inventory. Variances and other unusual items are analyzed to determine whether it is appropriate to include those items in the value of inventory. Examples of variances and unusual items that are considered to be current period charges include, but are not limited to, production levels, freight, handling costs, and wasted materials (spoilage) that are determined to be abnormal. Costs include raw materials and supplies, direct labor, indirect labor related to the manufacturing process and depreciation and other factory overheads. Our inventoried spare parts are measured at average cost.

Leased Assets

We adopted the provisions of ASC 842, “Leases” on October 1, 2019 using the modified retrospective approach and, as a result, did not restate prior periods. We elected the package of three practical expedients permitted within the standard pursuant to which we did not reassess initial direct costs, lease classification or whether our contracts contain or are leases. We lease various real estate, including certain operating facilities, warehouses, office space and land. We also lease material handling equipment, vehicles and certain other equipment. We record our operating lease ROU assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. While some leases provide for variable payments, they are not included in the ROU assets and liabilities because they are not based on an index or rate. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and

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risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a monthly basis for measurement of new lease liabilities.

We have made an accounting policy election to not recognize an ROU asset and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that we are reasonably certain to exercise. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases. See “Note 14. Leases” for additional information.

Property, Plant and Equipment

We record property, plant and equipment at cost less accumulated depreciation. Cost includes major expenditures for improvements and replacements that extend useful lives, increase capacity, increase revenues or reduce costs, while normal maintenance and repairs are expensed as incurred. For financial reporting purposes, we provide depreciation and amortization primarily on a straight-line method generally over the estimated useful lives of the assets as follows:

Buildings and building improvements	15-40 years
Machinery and equipment	3-25 years
Transportation equipment	3-8 years

Generally, our machinery and equipment have estimated useful lives between 3 and 25 years; however, select portions of machinery and equipment primarily at our mills have estimated useful lives up to 44 years. Greater than 90% of the cost of our mill assets have useful lives of 25 years or less. Leasehold improvements are depreciated over the shorter of the asset life or the lease term, generally between 3 and 10 years.

Goodwill and Long-Lived Assets

In accordance with ASC 350, we review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value. We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. We determine recoverability by comparing the estimated fair value of the reporting unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit. We determine the fair value of each reporting unit using the discounted cash flow method or, as appropriate, a combination of the discounted cash flow method and the guideline public company method.

ASC 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine whether it is “more likely than not” that the fair value of a reporting unit exceeds its carrying amount. We generally do not attempt a qualitative assessment and move directly to the quantitative test. As part of the quantitative test, we utilize the present value of expected cash flows or, as appropriate, a combination of the present value of expected cash flows and the guideline public company method to determine the estimated fair value of our reporting units. This present value model requires management to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. Factors that management must estimate when performing this step in the process include, among other items, sales volume, prices, inflation, discount rates, exchange rates, tax rates, anticipated synergies and productivity improvements resulting from past acquisitions, capital expenditures and continuous improvement projects. The assumptions we use to estimate future cash flows are consistent with

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the assumptions that the reporting units use for internal planning purposes, which we believe would be generally consistent with that of a market participant. Under the guideline public company method, we estimate the fair value of the reporting unit based on published EBITDA multiples of comparable public companies with similar operations and economic characteristics. The fair values determined by the discounted cash flow and guideline public company methods are weighted to arrive at the concluded fair value of the reporting unit. However, in instances where comparisons to our peers is less meaningful, no weight is placed on the guideline public company method to arrive at the concluded fair value of the reporting unit. If we determine that the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds its estimated fair value, we measure the goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value as required under ASU 2017-04 “Simplifying the Test for Goodwill Impairment”, which we early adopted starting with our fiscal 2020 annual goodwill impairment test on July 1, 2020.

During the fourth quarter of fiscal 2022, we completed our annual goodwill impairment testing. We considered factors such as, but not limited to, our expectations for the short-term and long-term impacts of COVID, macroeconomic conditions, industry and market considerations, and financial performance, including planned revenue, earnings and capital investments of each reporting unit. The discount rate used for each reporting unit ranged from 9.5% to 13.0%. We used perpetual growth rates ranging from 0.0% to 1.0%. All reporting units that have goodwill were noted to have a fair value that exceeded their carrying values by more than 15% each. If we had concluded that it was appropriate to increase the discount rate we used by 100 basis points, the fair value of each of our reporting units would have continued to exceed its carrying value. No reporting unit failed the annual impairment test; however, the fair value of the Corrugated Packaging reporting unit only exceeded its carrying value by 15% at July 1, 2022. In our fiscal 2022 annual goodwill impairment analysis, projected future cash flows for the Corrugated Packaging reporting unit were discounted at 10.0%. Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rate would have to be increased to 11.9%, in order for the estimated fair value of the reporting unit to fall below its carrying value.

At September 30, 2022, the Corrugated Packaging, Consumer Packaging, Global Paper and Distribution reporting units had $2,802.8 million, $1,588.4 million, $1,366.5 million and $137.5 million of goodwill, respectively, which remained recoverable at the current year-end. Subsequent to our annual test, we monitored industry economic trends until the end of our fiscal year and determined no additional testing for goodwill impairment was warranted. We have not made any material changes to our impairment loss assessment methodology during the past three fiscal years. Currently, we do not believe there is a reasonable likelihood that there will be a material change in future assumptions or estimates we use to calculate impairment losses. However, we cannot predict or control market factors, including the impact of macroeconomic conditions, and there are certain risks inherent to our operations, as described in Item 1A. “Risk Factors”. If actual results are not consistent with our assumptions and estimates, we may be exposed to additional impairment losses that could be material.

We follow the provisions included in ASC 360, “Property, Plant, and Equipment” in determining whether the carrying value of any of our long-lived assets, including ROU assets and amortizable intangibles other than goodwill, is impaired. The ASC 360 test is a three-step test for assets that are “held and used” as that term is defined by ASC 360. We determine whether indicators of impairment are present. We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the long-lived asset might not be recoverable. If we determine that indicators of impairment are present, we determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the carrying value. This requires management to estimate future cash flows through operations over the remaining useful life of the asset and its ultimate disposition. The assumptions we use to estimate future cash flows are consistent with the assumptions we use for internal planning purposes, updated to reflect current expectations. If our estimated undiscounted cash flows do not exceed the carrying value, we estimate the fair value of the asset and record an impairment charge if the carrying value is greater than the fair value of the asset. We estimate fair value using discounted cash flows, observable prices for similar assets, or other valuation techniques. We record assets classified as “held for sale” at the lower of their carrying value or estimated fair value less anticipated costs to sell. Our long-lived assets, including intangible assets remain recoverable.

Included in our long-lived assets are certain identifiable intangible assets. These intangible assets are amortized based on the approximate pattern in which the economic benefits are consumed or straight-line if the pattern was

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not reliably determinable. Estimated useful lives range from 1 to 40 years and have a weighted average life of approximately 15.7 years.

Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating impairment also requires us to estimate future operating results and cash flows, which also require judgment by management. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Cloud Computing Arrangements

We utilize cloud computing arrangements such as hosting arrangements which are service contracts, whereby we gain remote access to use software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Subscription fees are usually prepaid and recorded in operating expense over the related subscription period. Implementation costs for cloud computing arrangements are capitalized within Other current assets or Other assets if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded as operating expense on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of the agreement, together with periods covered by renewal options which we are reasonably certain to exercise. The unamortized implementation costs related to our cloud computing arrangements were $4.1 million and $1.1 million at September 30, 2022 and 2021, respectively.

Restructuring and Other Costs

Our restructuring and other costs include primarily items such as restructuring portions of our operations, acquisition costs, integration costs and divestiture costs. We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in future restructuring activities.

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and equipment and lease ROU assets to their fair value and record charges for severance and other employee-related costs. We reduce the carrying value of the assets classified as held for sale to their estimated fair value less cost to sell. Any subsequent change in fair value less cost to sell prior to disposition is recognized as it is identified; however, no gain is recognized in excess of the cumulative loss previously recorded unless the actual selling price exceeds the original carrying value upon its ultimate sale. For facility closures, we also generally expect to record costs for equipment relocation, facility carrying costs and costs to terminate a lease or contract before the end of its term.

Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large well-equipped facilities that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives and/or further optimize our system following mergers and acquisitions or a changing business environment. Therefore, we generally transfer a substantial portion of each closed facility's production to our other facilities. We believe these actions have allowed us to more effectively manage our business.

Identifying and calculating the cost to exit operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities, including severance costs, contractual obligations, and the adjustments of property, plant and equipment and lease ROU assets to their fair value. We believe our estimates are reasonable, considering our knowledge of the industries we operate in, previous experience in exiting activities and valuations we may obtain from independent third parties. Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. See “Note 4. Restructuring and Other Costs” for additional information, including a description of the type of costs incurred.

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Business Combinations

From time to time, we may enter into business combinations. In accordance with ASC 805, “Business Combinations”, we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement plans, uncertain tax positions, contingent consideration and contingencies. Significant estimates and assumptions include subjective and/or complex judgments regarding items such as discount rates, customer attrition rates, economic lives and other factors, including estimating future cash flows that we expect to generate from the acquired assets.

The acquisition method of accounting also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record future impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities

We estimate fair values in accordance with ASC 820 “Fair Value Measurement”. ASC 820 provides a framework for measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements.

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivables, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities. The fair values of our long-term debt are estimated using quoted market prices or are based on the discounted value of future cash flows. We disclose the fair value of long-term debt in “Note 13. Debt” and our pension and postretirement assets and liabilities in “Note 5. Retirement Plans”. We have, or from time to time may have, financial instruments recognized at fair value including supplemental retirement savings plans (“Supplemental Plans”) that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar class of assets or liabilities, the fair value of which are not significant. We measure the fair value of our mutual fund investments based on quoted prices in active markets, and our derivative contracts, if any, based on discounted cash flows.

We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include equity method investments when they are deemed to be other-than-temporarily impaired, investments for which the fair value measurement alternative is elected, assets acquired and liabilities assumed when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in a merger or an acquisition or in a nonmonetary exchange, property, plant and equipment, ROU assets related to operating leases, goodwill and other intangible assets that are written down to fair value when they are held for sale

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or determined to be impaired. See “Note 4. Restructuring and Other Costs” for impairments associated with restructuring activities. Given the nature of nonfinancial assets and liabilities, evaluating their fair value from the perspective of a market participant is inherently complex. Assumptions and estimates about future values can be affected by a variety of internal and external factors. Changes in these factors may require us to revise our estimates and could result in future impairment charges for goodwill and acquired intangible assets, or retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with business combinations. These adjustments could have a material impact on our financial condition and results of operations. We discuss fair values in more detail in “Note 12. Fair Value”.

Derivatives

We are exposed to interest rate risk, commodity price risk and foreign currency exchange risk. To manage these risks, from time to time and to varying degrees, we may enter into a variety of financial derivative transactions and certain physical commodity transactions that are determined to be derivatives. Interest rate swaps may be entered into to manage the interest rate risk associated with a portion of our outstanding debt. Interest rate swaps are either designated for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt or fair value hedges of fixed rate debt, or we may elect not to treat them as accounting hedges. Swaps or forward contracts on certain commodities may be entered into to manage the price risk associated with forecasted purchases or sales of those commodities. In addition, certain commodity financial derivative contracts and physical commodity contracts that are determined to be derivatives may not be designated as accounting hedges because either they do not meet the criteria for treatment as accounting hedges under ASC 815, “Derivatives and Hedging”, or we elect not to treat them as accounting hedges under ASC 815. Generally, we elect the normal purchase, normal sale scope exception for physical commodity contracts that are determined to be derivatives. We may also enter into forward contracts to manage our exposure to fluctuations in foreign currency rates with respect to transactions denominated in foreign currencies. These also can either be designated for accounting purposes as cash flow hedges or not so designated. Derivative financial instruments are not used for trading or other speculative purposes.

Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the derivative agreements. Our credit exposure related to these financial instruments is represented by the fair value of contracts reported as assets. We manage our exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. We may enter into financial derivative contracts that may contain credit-risk-related contingent features which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions.

For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. For financial derivative instruments that are not designated as accounting hedges, the entire change in fair value of the financial instrument is reported immediately in current period earnings.

We have at times entered into interest rate swap agreements that effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. These agreements typically involved the receipt of floating rate amounts in exchange for fixed interest rate payments over the life of the agreements without an exchange of the underlying principal amount.

At September 30, 2022, the notional amount of foreign currency exchange contract derivative was 8.0 billion Mexican pesos ($389.9 million), with the fair value of $3.4 million presented within Other current assets. At September 30, 2021, the notional amount of foreign currency exchange contract derivative was $270.2 million. The fair value of this derivative instrument was not significant as of September 30, 2021. We did not designate our foreign currency exchange contract derivatives as accounting hedges.

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At September 30, 2022, the notional amount of natural gas commodity derivatives was 18.3 million MMBtu, which are designated as cash flow hedges. The fair value of these derivatives was $12.0 million, which is presented within Other current liabilities. No natural gas commodity derivatives were outstanding at September 30, 2021. See “Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)” for additional information regarding our foreign currency and natural gas commodity derivatives.

Health Insurance

We are self-insured for the majority of our group health insurance costs. However, we seek to limit our health insurance costs by entering into certain stop loss insurance coverage. Due to mergers, acquisitions and other factors, we may have plans that do not include stop loss insurance. We calculate our group health insurance reserve on an undiscounted basis based on estimated reserve rates. We utilize claims lag data provided by our claims administrators to compute the required estimated reserve rate. We calculate our average monthly claims paid using the actual monthly payments during the trailing 12-month period. At that time, we also calculate our required reserve using the reserve rates discussed above. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our group health insurance costs.

Workers’ Compensation

We purchase large risk deductible workers’ compensation policies for the majority of our workers’ compensation liabilities that are subject to various deductibles to limit our exposure. We calculate our workers’ compensation reserves on an undiscounted basis based on estimated actuarially calculated development factors. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our workers' compensation costs.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. All deferred tax assets and liabilities are classified as noncurrent in our consolidated balance sheet.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. In the event we were to determine that we would be able to realize or not realize our deferred income tax assets in the future in their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce or increase the provision for income taxes, respectively.

Certain provisions of ASC 740, “Income Taxes” provide that a tax benefit from an uncertain tax position may be recognized when it is “more likely than not” that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We use significant judgment in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon ultimate settlement. We do not record any benefit for the tax positions where we do not meet the “more likely than not” initial recognition threshold. Income tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. We recognize interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results of operations in future periods depending upon their ultimate resolution.

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On December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Act. As part of the enacted Tax Act, Global Intangible Low Taxed Income (“GILTI”) provisions were introduced that would impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. We have elected to treat any potential GILTI inclusions as a period cost during the year incurred.

On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. While we are still evaluating the impact that the Inflation Reduction Act will have on our financial results, we do not believe the impact will be material.

Pension and Other Postretirement Benefits

We account for pension and other postretirement benefits in accordance with ASC 715, “Compensation – Retirement Benefits”. Accordingly, we recognize the funded status of our pension plans as assets or liabilities in our consolidated balance sheets. The funded status is the difference between our projected benefit obligations and fair value of plan assets. The determination of our obligation and expense for pension and other postretirement benefits is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. We describe these assumptions in “Note 5. Retirement Plans”, which include, among others, the discount rate, expected long-term rates of return on plan assets and rates of increase in compensation levels. We defer actual results that differ from our assumptions, i.e., actuarial gains and losses, and amortize the difference over future periods. Therefore, these differences generally affect our recognized expense and funding requirements in future periods. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost and when certain assumptions used to determine the fair value of the plan assets or projected benefit obligation are updated, such as but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions and plan remeasurement.

The amount of unrecognized actuarial gains and losses recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for each plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as “the corridor”. The amount of unrecognized gain or loss that exceeds the corridor is amortized over the average future service of the plan participants or the average life expectancy of inactive plan participants for plans where all or almost all of the plan participants are inactive. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and our future expense.

Share-Based Compensation

We recognize expense for share-based compensation plans based on the estimated fair value of the related awards in accordance with ASC 718, “Compensation – Stock Compensation”. Pursuant to our incentive stock plans, we can grant options, restricted stock, restricted stock units and stock appreciation rights (“SAR” or “SARs”) to employees and our non-employee directors. The grants generally vest over a period of up to three years depending on the nature of the award, except for non-employee director grants, which typically vest over a period of up to one year. The majority of our awards are restricted stock units granted to employees and generally contain performance or market conditions that must be met in conjunction with a service requirement for the shares to vest, others contain only a service requirement. We charge compensation expense under the plan to earnings over each award’s individual vesting period. Forfeitures are estimated based on historical experience. In fiscal 2020, in connection with our WestRock Pandemic Action Plan we issued restricted stock units to the majority of our employees to replace their annual cash bonus. See “Note 20. Share-Based Compensation” for additional information.

Asset Retirement Obligations

We account for asset retirement obligations in accordance with ASC 410, “Asset Retirement and Environmental Obligations”. A liability and an asset are recorded equal to the present value of the estimated costs associated with the retirement of long-lived assets where a legal or contractual obligation exists and the liability can be reasonably estimated. The liability is accreted over time and the asset is depreciated over the remaining life of the related asset.

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Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded. Asset retirement obligations with indeterminate settlement dates are not recorded until such time that a reasonable estimate may be made. Our asset retirement obligations consist primarily of landfill closure and post-closure costs at certain of our mills. At September 30, 2022, we had recorded liabilities of $96.0 million, $79.6 million in Other long-term liabilities and $16.4 million in Other current liabilities. At September 30, 2021, we had recorded $73.6 million, $73.1 million in Other long-term liabilities and the balance in Other current liabilities.

Repair and Maintenance Costs

We expense routine repair and maintenance costs as we incur them. We defer certain expenses we incur during planned major maintenance activities and recognize the expenses ratably over the shorter of the estimated interval until the next major maintenance activity or the life of the deferred item. This maintenance is generally performed every 12 to 24 months and has a significant impact on our results of operations in the period performed primarily due to lost production during the maintenance period. Planned major maintenance costs deferred at September 30, 2022 and 2021 were $121.8 million and $110.7 million, respectively. The assets are recorded as Other assets on the consolidated balance sheets.

Foreign Currency

We translate the assets and liabilities of our foreign operations from their functional currency into U.S. dollars at the rate of exchange in effect as of the balance sheet date. We reflect the resulting translation adjustments in equity. We translate the revenues and expenses of our foreign operations at a daily average rate prevailing for each month during the fiscal year. We include gains or losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, in the consolidated statements of operations. We recorded a loss on foreign currency transactions of $5.0 million and $0.7 million in fiscal 2022 and 2021, respectively, and a gain on foreign currency transactions of $6.6 million in fiscal 2020.

Environmental Remediation Costs

We accrue for losses associated with our environmental remediation obligations when it is probable that we have incurred a liability and the amount of the loss can be reasonably estimated. We generally recognize accruals for estimated losses from our environmental remediation obligations no later than completion of a remedial feasibility study and clear indication of remedial options. We adjust such accruals as further information develops or circumstances change. We recognize recoveries of our environmental remediation costs from other parties as assets when we deem their receipt probable. See “Note 17. Commitments and Contingencies — Environmental.”

New Accounting Standards — Adopted in fiscal 2022

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. This ASU removes certain exceptions from recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020 (fiscal 2022 for us) and interim periods within those fiscal years. We adopted the provisions of ASU 2019-12 beginning October 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05, “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments”. This ASU requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses at lease commencement if they were classified as sales-type or direct financing leases. For lessors that had adopted ASC 842, "Leases" as of July 19, 2021, when the amendments were issued, the amendments can be applied either retrospectively or prospectively and are effective for annual periods beginning after December 15, 2021 (fiscal 2023 for us) and interim periods within those annual periods. Early adoption is permitted. We early adopted this ASU using the prospective transition approach beginning October 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

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New Accounting Standards — Pending to be Adopted in Fiscal 2023

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance”. This ASU aims to increase the transparency of government assistance through the annual disclosure of the types of assistance, an entity’s accounting for the assistance and the effect of the assistance on an entity’s financial statements. This ASU is effective for annual periods beginning after December 15, 2021 (fiscal 2023 for us), with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This ASU provides temporary optional expedients and exceptions for applying GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848. The ASUs can be adopted after their respective issuance dates through December 31, 2022. We are in process of reviewing and updating our contracts to a new reference rate. We have been addressing the LIBOR transition in our applicable debt facilities and have completed the transition on all of our significant facilities. See “Note 13. Debt” for additional information on our recent credit facility changes. We expect to adopt the provisions of this optional guidance in fiscal 2023. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

New Accounting Standards — Recently Issued

In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us). We are evaluating the impact of this ASU.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. This ASU clarifies that contractual sale restrictions should not be considered in measuring the fair value of equity securities. This ASU is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”. This ASU expands and clarifies the portfolio layer method for fair value hedges of interest rate risk. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. This ASU is intended to reduce diversity in practice and increase comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

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Note 2. Revenue Recognition

Disaggregated Revenue

ASC 606 requires that we disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The tables below disaggregate our revenue by geographical market and product type (segment). Net sales are attributed to geographical markets based on our selling location. As discussed above, effective October 1, 2021, we reorganized our segment reporting to four reportable segments and have recast prior period disclosures to conform to the new segment structure and modified the geographical markets presented. In fiscal 2020, we completed our real estate monetization and ceased reporting the results of the Land and Development segment as a separate segment. Therefore, we did not have any Land and Development sales in fiscal 2022 or 2021.

The following tables summarize our disaggregated revenue by primary geographical markets for fiscal 2022, 2021 and 2020 (in millions):

	Year Ended September 30, 2022
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	8,264.7	$	2,870.9	$	5,344.8	$	1,238.3	$	(357.2	)	$	17,361.5
Canada		578.8		510.0		227.7		16.1		(7.5	)		1,325.1
Latin America		456.4		194.4		230.7		164.5		(0.4	)		1,045.6
EMEA		7.7		1,079.9		63.2		—		(0.3	)		1,150.5
Asia Pacific		—		310.0		63.8		—		—			373.8
Total	$	9,307.6	$	4,965.2	$	5,930.2	$	1,418.9	$	(365.4	)	$	21,256.5

	Year Ended September 30, 2021
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	7,518.8	$	2,463.7	$	4,547.7	$	1,105.9	$	(318.9	)	$	15,317.2
Canada		519.3		473.0		205.2		19.7		(6.8	)		1,210.4
Latin America		357.3		159.1		100.1		129.2		(0.3	)		745.4
EMEA		5.1		1,038.2		62.7		—		—			1,106.0
Asia Pacific		—		299.9		67.3		—		(0.1	)		367.1
Total	$	8,400.5	$	4,433.9	$	4,983.0	$	1,254.8	$	(326.1	)	$	18,746.1

	Year Ended September 30, 2020
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Land and Development		Intersegment Sales			Total
U.S.	$	7,054.6	$	2,416.5	$	4,300.4	$	987.1	$	18.9	$	(268.6	)	$	14,508.9
Canada		452.6		436.0		222.3		17.3		—		(3.5	)		1,124.7
Latin America		275.1		120.3		118.0		98.0		—		(0.3	)		611.1
EMEA		7.9		939.6		66.5		—		—		—			1,014.0
Asia Pacific		—		278.0		42.4		—		—		(0.3	)		320.1
Total	$	7,790.2	$	4,190.4	$	4,749.6	$	1,102.4	$	18.9	$	(272.7	)	$	17,578.8

Revenue Contract Balances

Contract assets are rights to consideration in exchange for goods that we have transferred to a customer when that right is conditional on something other than the passage of time. Contract assets are reduced when the control of the goods passes to the customer. Contract liabilities represent obligations to transfer goods or services to a customer for which we have received consideration. Contract liabilities are reduced once control of the goods is transferred to the customer.

The opening and closing balances of our contract assets and contract liabilities are as follows. Contract assets and contract liabilities are reported within Other current assets and Other current liabilities, respectively, on the consolidated balance sheets (in millions).

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	Contract Assets (Short-Term)		Contract Liabilities (Short-Term)
Beginning balance - October 1, 2021	$	199.1	$	12.8
Ending balance - September 30, 2022		244.0		13.9
Increase	$	44.9	$	1.1

Performance Obligations and Significant Judgments

We primarily derive revenue from fixed consideration. Certain contracts may also include variable consideration, typically in the form of cash discounts and volume rebates. If a contract with a customer includes variable consideration, we estimate the expected cash discounts and other customer refunds based on historical experience. We concluded this method is consistent with the most likely amount method under ASC 606 and allows us to make the best estimate of the consideration we will be entitled to from customers.

Contracts or purchase orders with customers could include a single type of product or multiple types and grades of products. Regardless, the contract price with the customer is agreed to at the individual product level outlined in the customer contracts or purchase orders. Management has concluded that the prices negotiated with each individual customer are representative of the stand-alone selling price of the product.

Note 3. Acquisitions and Investments

We account for acquisitions in accordance with ASC 805, “Business Combinations”. The estimated fair values of all assets acquired and liabilities assumed in acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date. There have been no significant acquisitions in the last three fiscal years.

Grupo Gondi Acquisition

On July 27, 2022, we announced our entry into an agreement to acquire the remaining 67.7% interest in Grupo Gondi for $970 million, plus the assumption of debt, representing an estimated implied enterprise value of $1.763 billion. Grupo Gondi is a leading integrated producer of corrugated and consumer packaging that operates four paper mills, nine corrugated packaging plants and six high graphic plants throughout Mexico, producing sustainable packaging for a wide range of end markets in the region. This tuck-in acquisition will provide us with further geographic and end market diversification as well as position us to continue to grow in the attractive Latin American market. The acquisition, which is subject to a number of customary closing conditions, including approval by regulatory authorities in Mexico, is expected to close by the end of this calendar year, after which we will consolidate Grupo Gondi into our financial statements.

Note 4. Restructuring and Other Costs

Summary of Restructuring and Other Initiatives

We recorded pre-tax restructuring and other costs of $401.6 million, $31.5 million and $112.7 million for fiscal 2022, 2021 and 2020, respectively. Of these costs, $325.5 million, $12.6 million and $29.8 million were non-cash for fiscal 2022, 2021 and 2020, respectively. These amounts are not comparable since the timing and scope of the individual actions associated with each restructuring, acquisition, integration or divestiture vary. We present our restructuring and other costs in more detail below.

The following table summarizes our Restructuring and other costs for fiscal 2022, 2021 and 2020 (in millions):

	2022		2021		2020
Restructuring	$	392.1	$	28.5	$	93.7
Other		9.5		3.0		19.0
Restructuring and Other Costs	$	401.6	$	31.5	$	112.7

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Restructuring

Our restructuring charges are primarily associated with restructuring portions of our operations (i.e., partial or complete plant closures). A partial plant closure may consist of shutting down a machine and/or a workforce reduction. We have incurred various reduction in workforce actions, plant closure activities, impairment costs and certain lease terminations from time to time.

We are committed to improving our return on invested capital as well as maximizing the performance of our assets. In fiscal 2022, we recorded various impairments and other charges associated with our decision to permanently cease operations at our Panama City, FL mill and to permanently close the corrugated medium manufacturing operations at the St. Paul, MN mill, as reflected in the table below in the Global Paper segment. Both operations were expected to require significant capital investment to maintain and improve going forward, and the production of fluff pulp (at Panama City) was not a priority in our strategy to focus on higher value markets. Closing these operations allows us to redirect significant capital that would have been required to keep them competitive in the future to improve other key assets. We expect to record future restructuring charges, primarily associated with future carrying costs. The Panama City, FL mill had produced containerboard, primarily heavyweight kraft and fluff pulp, with a combined annual capacity of 645,000 tons of which approximately two-thirds was shipped to external customers. Select grades of containerboard previously produced at the mill are expected to be manufactured at other WestRock facilities. The corrugated medium manufacturing operations at St. Paul, MN had annual capacity of 200,000 tons of which approximately two-fifths was shipped to external customers.

In fiscal 2021, our restructuring charges included an impairment of assets and a gain on lease termination associated with our Richmond, VA regional office (in Corporate). In fiscal 2020, our restructuring charges included those associated with the announced shutdown of a bleached paperboard machine at our Evadale, TX mill, employee costs due to merger and acquisition-related workforce reductions and a voluntary retirement program. Due to market factors in fiscal 2021, we decided to delay the machine shutdown at our Evadale, TX mill, and in fiscal 2022, we decided to cancel our plans to shut down the machine and reversed certain employee and other accrued restructuring charges. The machine is capable of swinging between selected grades (e.g., linerboard, bleached paperboard and pulp), and we intend to utilize the machine to produce selected grades based on demand.

While restructuring costs are not charged to our segments and, therefore, do not reduce each segment's Adjusted EBITDA, we highlight the segment to which the charges relate. As discussed in “Note 1. Description of Business and Summary of Significant Accounting Policies — Reclassifications and Adjustments”, effective October 1, 2021, we reorganized our segment reporting to four reportable segments and have recast the prior year disclosure. Since we do not allocate restructuring costs to our segments, charges incurred in the Global Paper segment will represent all charges associated with our vertically integrated mills and recycling operations. These operations manufacture for the benefit of each reportable segment that ultimately sells the associated paper and packaging products to our external customers. Prior to the completion of our Land and Development monetization program in fiscal 2020, we had an additional reportable segment which previously sold real estate, primarily in the Charleston, SC region.

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The following table presents a summary of restructuring charges related to active restructuring initiatives that we incurred during the last three fiscal years, the cumulative recorded amount since we started the initiatives, and our estimate of the total we expect to incur (in millions):

	2022		2021			2020		Cumulative		Total Expected
Corrugated Packaging
PP&E and related costs	$	0.3	$	2.6		$	0.4	$	3.9	$	3.9
Severance and other employee costs		0.5		4.7			7.5		29.2		29.2
Other restructuring costs		2.6		2.9			5.2		12.8		19.2
Restructuring total	$	3.4	$	10.2		$	13.1	$	45.9	$	52.3
Consumer Packaging
PP&E and related costs	$	—	$	0.5		$	1.0	$	3.3	$	3.3
Severance and other employee costs		6.2		9.7			19.4		36.5		36.5
Other restructuring costs		2.7		3.1			4.1		13.1		13.1
Restructuring total	$	8.9	$	13.3		$	24.5	$	52.9	$	52.9
Global Paper
PP&E and related costs	$	349.3	$	0.2		$	24.3	$	400.6	$	400.6
Severance and other employee costs		11.2		—			1.4		17.8		20.0
Other restructuring costs		8.0		0.1			5.5		28.9		115.0
Restructuring total	$	368.5	$	0.3		$	31.2	$	447.3	$	535.6
Distribution
Severance and other employee costs	$	—	$	—		$	0.2	$	0.2	$	0.2
Other restructuring costs		1.0		—			—		1.0		1.0
Restructuring total	$	1.0	$	—		$	0.2	$	1.2	$	1.2
Land and Development
Severance and other employee costs	$	—	$	—		$	—	$	0.1	$	0.1
Other restructuring costs		—		—			2.0		2.0		2.0
Restructuring total	$	—	$	—		$	2.0	$	2.1	$	2.1
Corporate
PP&E and related costs	$	2.0	$	8.8		$	—	$	10.8	$	10.8
Severance and other employee costs		3.0		0.9			21.1		62.5		62.5
Other restructuring costs		5.3		(5.0	)		1.6		4.5		4.5
Restructuring total	$	10.3	$	4.7		$	22.7	$	77.8	$	77.8
Total
PP&E and related costs	$	351.6	$	12.1		$	25.7	$	418.6	$	418.6
Severance and other employee costs		20.9		15.3			49.6		146.3		148.5
Other restructuring costs		19.6		1.1			18.4		62.3		154.8
Restructuring total	$	392.1	$	28.5		$	93.7	$	627.2	$	721.9

We have defined “PP&E and related costs” as used in this Note 4 primarily as property, plant and equipment write-downs, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment, related parts and supplies on such assets, and deferred major maintenance costs, if any. We define "Other restructuring costs" as facility carrying costs, equipment and inventory relocation costs, lease or other contract termination costs, and other items.

Other Costs

Our other costs consist of acquisition, integration and divestiture costs. We incur costs when we acquire or divest businesses. Acquisition costs include costs associated with transactions, whether consummated or not, such

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as advisory, legal, accounting, valuation and other professional or consulting fees, as well as potential litigation costs associated with those activities. We incur integration costs pre- and post-acquisition that reflect work performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services and labor. Divestiture costs consist primarily of similar professional fees. We consider acquisition, integration and divestiture costs to be corporate costs regardless of the segment or segments involved in the transaction.

The following table presents acquisition, integration and divestiture costs that we incurred during the last three fiscal years (in millions):

	2022		2021		2020
Acquisition costs	$	4.4	$	0.5	$	0.2
Integration costs		0.7		1.7		18.7
Divestiture costs		4.4		0.8		0.1
Other total	$	9.5	$	3.0	$	19.0

The following table summarizes the changes in the restructuring accrual, which is primarily composed of accrued severance and other employee costs, and a reconciliation of the restructuring accrual charges to the line item “Restructuring and other costs” on our consolidated statements of operations for the last three fiscal years (in millions):

	2022			2021			2020
Accrual at beginning of fiscal year	$	13.4		$	17.2		$	32.3
Additional accruals		33.4			17.4			51.3
Payments		(15.9	)		(17.2	)		(56.6	)
Adjustment to accruals		(5.6	)		(2.1	)		(6.2	)
Foreign currency rate changes and other		(0.1	)		(1.9	)		(3.6	)
Accrual at end of fiscal year	$	25.2		$	13.4		$	17.2

Reconciliation of accruals and charges to restructuring and other costs (in millions):

	2022		2021		2020
Additional accruals and adjustments to accruals    (see table above)	$	27.8	$	15.3	$	45.1
PP&E and related costs		351.6		12.1		25.7
Severance and other employee costs		0.5		0.3		1.6
Acquisition costs		4.4		0.5		0.2
Integration costs		0.7		1.7		18.7
Divestiture costs		4.4		0.8		0.1
Other restructuring costs		12.2		0.8		21.3
Total restructuring and other costs, net	$	401.6	$	31.5	$	112.7

Note 5. Retirement Plans

We have defined benefit pension plans and other postretirement benefit plans for certain U.S. and non-U.S. employees. We use a September 30 measurement date for our plans. Certain plans were frozen for salaried and non-union hourly employees at various times in the past, and nearly all of our remaining salaried and non-union hourly employees accruing benefits ceased accruing benefits as of December 31, 2020. In addition, we participate in several MEPPs that provide retirement benefits to certain union employees in accordance with various CBAs. We also have supplemental executive retirement plans and other non-qualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our current and former executives. The supplemental executive retirement plans provide for incremental pension benefits in excess of those offered in the plan. The other postretirement benefit plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans.

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The benefits under our defined benefit pension plans are based on either compensation or a combination of years of service and negotiated benefit levels, depending upon the plan. We allocate our pension assets to several investment management firms across a variety of investment styles. Our defined benefit Investment Committee meets at least four times a year with our investment advisors to review each management firm’s performance and monitors its compliance with its stated goals, our investment policy and applicable regulatory requirements in the U.S., Canada, and other jurisdictions.

Investment returns vary. We believe that, by investing in a variety of asset classes and utilizing multiple investment management firms, we can create a portfolio that yields adequate returns with reduced volatility. Our qualified U.S. plans employ a liability matching strategy augmented with Treasury futures to materially hedge against interest rate risk. After consultation with our actuary and investment advisors, we adopted the target allocations in the table below for our pension plans in an effort to produce the desired performance. These target allocations are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below target ranges or modify the allocations.

Our target asset allocations by asset category at September 30 were as follows:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Equity investments		18	%		23	%		19	%		21	%
Fixed income investments		73	%		73	%		73	%		74	%
Short-term investments		1	%		1	%		1	%		1	%
Other investments		8	%		3	%		7	%		4	%
Total		100	%		100	%		100	%		100	%

Our asset allocations by asset category at September 30 were as follows:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Equity investments		18	%		21	%		21	%		21	%
Fixed income investments		70	%		73	%		71	%		72	%
Short-term investments		4	%		2	%		3	%		2	%
Other investments		8	%		4	%		5	%		5	%
Total		100	%		100	%		100	%		100	%

We manage our retirement plans in accordance with the provisions of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder as well as applicable legislation in Canada and other foreign countries. Our investment policy objectives include maximizing long-term returns at acceptable risk levels, diversifying among asset classes, as applicable, and among investment managers, as well as establishing certain risk parameters within asset classes. We have allocated our investments within the equity and fixed income asset classes to sub-asset classes designed to meet these objectives. In addition, our other investments support multi-strategy objectives.

In developing our weighted average expected rate of return on plan assets, we consulted with our investment advisors and evaluated criteria based on historical returns by asset class and long-term return expectations by asset class. We expect to contribute approximately $21 million to our U.S. and non-U.S. pension plans in fiscal 2023. However, it is possible that our assumptions or legislation may change, actual market performance may vary or we may decide to contribute a different amount. Therefore, the amount we contribute may vary materially. The expense for MEPPs for collective bargaining employees generally equals the contributions for these plans, excluding estimated accruals for withdrawal liabilities or adjustments to those accruals.

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The weighted average assumptions used to measure the benefit plan obligations at September 30, were:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		5.63	%		5.12	%		2.99	%		2.63	%
Interest crediting rate		3.08	%	N/A				3.48	%	N/A
Rate of compensation increase		2.50	%		2.97	%		2.50	%		2.65	%

At September 30, 2022, the discount rate for the U.S. pension plans was determined based on the yield on a theoretical portfolio of high-grade corporate bonds, and the discount rate for the non-U.S. plans was determined based on a yield curve developed by our actuary. The theoretical portfolio of high-grade corporate bonds used to select the September 30, 2022 discount rate for the U.S. pension plans includes bonds generally rated Aa- or better with at least $100 million outstanding par value and bonds that are non-callable (unless the bonds possess a “make whole” feature). The theoretical portfolio of bonds has cash flows that generally match our expected benefit payments in future years.

Our assumption regarding the future rate of compensation increases is reviewed periodically and is based on both our internal planning projections and recent history of actual compensation increases.

We typically review our expected long-term rate of return on plan assets periodically through an asset allocation study with either our actuary or investment advisor. In fiscal 2023, our expected rate of return used to determine net periodic benefit cost is 6.5% for our U.S. plans and 5.1% for our non-U.S. plans. Our expected rates of return in fiscal 2023 are based on an analysis of our long-term expected rate of return and our current asset allocation.

In December 2019, the USW ratified a new master agreement that applies to substantially all of our U.S. facilities represented by the USW. The agreement has a four-year term and covers a number of specific items, including wages, medical coverage and certain other benefit programs, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits us to apply its terms to USW employees who work at facilities we acquire during the term of the agreement.

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The following table shows the changes in benefit obligation, plan assets and funded status for the years ended September 30 (in millions):

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Change in projected benefit obligation:
Benefit obligation at beginning of fiscal year	$	5,239.1		$	1,438.5		$	5,264.5		$	1,471.5
Service cost		40.8			7.0			42.5			8.6
Interest cost		152.1			36.1			154.6			32.7
Amendments		0.3			—			5.0			0.6
Actuarial (gain) loss		(1,317.1	)		(340.1	)		20.7			(66.1	)
Plan participant contributions		—			1.7			—			1.9
Benefits paid		(246.9	)		(77.6	)		(248.2	)		(78.0	)
Curtailments		—			0.2			—			—
Settlements		(1.8	)		(2.4	)		—			(1.4	)
Foreign currency rate changes		—			(128.1	)		—			68.7
Benefit obligation at end of fiscal year	$	3,866.5		$	935.3		$	5,239.1		$	1,438.5
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	5,627.0		$	1,455.7		$	5,369.7		$	1,418.0
Actual (loss) gain on plan assets		(1,281.4	)		(322.1	)		491.9			38.7
Employer contributions		13.0			8.2			13.6			9.6
Plan participant contributions		—			1.7			—			1.9
Benefits paid		(246.9	)		(77.6	)		(248.2	)		(78.0	)
Settlements		(1.8	)		(2.5	)		—			(1.4	)
Foreign currency rate changes		—			(133.7	)		—			66.9
Fair value of plan assets at end of fiscal year	$	4,109.9		$	929.7		$	5,627.0		$	1,455.7
Funded (unfunded) status	$	243.4		$	(5.6	)	$	387.9		$	17.2
Amounts recognized in the Consolidated Balance Sheets:
Prepaid pension asset	$	379.1		$	61.2		$	566.8		$	107.5
Other current liabilities		(11.7	)		(1.4	)		(13.5	)		(1.0	)
Pension liabilities, net of current portion		(124.0	)		(65.4	)		(165.4	)		(89.3	)
Over (under) funded status at end of fiscal year	$	243.4		$	(5.6	)	$	387.9		$	17.2

The actuarial (gain) loss in benefit obligation for the U.S. Plans and Non-U.S. Plans is generally driven by a change in discount rates and to a lesser degree the rate of compensation change in the Non-U.S. Plans.

Certain U.S. plans have benefit obligations in excess of plan assets. These plans, which consist primarily of non-qualified plans, have aggregate projected benefit obligations of $164.5 million, aggregate accumulated benefit obligations of $164.5 million, and aggregate fair value of plan assets of $28.8 million at September 30, 2022. Our qualified U.S. plans were in a net overfunded position at September 30, 2022.

The accumulated benefit obligation of U.S. and non-U.S. pension plans was $4,779.1 million and $6,627.1 million at September 30, 2022 and 2021, respectively.

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The pre-tax amounts in accumulated other comprehensive loss at September 30 not yet recognized as components of net periodic pension cost, including noncontrolling interest, consist of (in millions):

	Pension Plans
	2022				2021
	U.S. Plans		Non-U.S. Plans		U.S. Plans		Non-U.S. Plans
Net actuarial loss	$	849.8	$	155.6	$	573.1	$	125.9
Prior service cost		34.6		1.8		42.4		2.6
Total accumulated other comprehensive loss	$	884.4	$	157.4	$	615.5	$	128.5

The pre-tax amounts recognized in other comprehensive loss (income), including noncontrolling interest, are as follows at September 30 (in millions):

	Pension Plans
	2022			2021			2020
Net actuarial loss (gain) arising during period	$	315.3		$	(208.0	)	$	(26.2	)
Amortization and settlement recognition of net actuarial loss		(8.9	)		(34.5	)		(48.2	)
Prior service cost arising during period		0.2			5.6			25.0
Amortization of prior service cost		(8.9	)		(8.4	)		(7.8	)
Net other comprehensive loss (income) recognized	$	297.7		$	(245.3	)	$	(57.2	)

The net periodic pension income recognized in the consolidated statements of operations is comprised of the following for fiscal years ended (in millions):

	Pension Plans
	2022			2021			2020
Service cost	$	47.8		$	51.1		$	52.6
Interest cost		188.2			187.3			198.6
Expected return on plan assets		(368.6	)		(368.1	)		(362.3	)
Amortization of net actuarial loss		8.8			34.2			46.8
Amortization of prior service cost		8.4			8.4			7.5
Curtailment loss		0.5			—			0.4
Settlement loss		0.1			0.4			1.4
Company defined benefit plan income		(114.8	)		(86.7	)		(55.0	)
Multiemployer and other plans		1.5			1.6			2.0
Net pension income	$	(113.3	)	$	(85.1	)	$	(53.0	)

The Multiemployer and other plans line in the table above excludes the estimated withdrawal liabilities recorded. See “Note 5. Retirement Plans — Multiemployer Plans” for additional information.

The consolidated statements of operations line item “Pension and other postretirement non-service income” is equal to the non-service elements of our “Company defined benefit plan income” and our “Net postretirement cost” outlined in this note.

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Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended:

	Pension Plans
	2022						2021						2020
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		2.99	%		2.63	%		3.01	%		2.16	%		3.35	%		2.42	%
Interest crediting rate		3.48	%	N/A				3.47	%	N/A				4.22	%	N/A
Rate of compensation increase		2.50	%		2.65	%		2.50	%		2.68	%		3.00	%		2.65	%
Expected long-term rate of return on    plan assets		5.75	%		3.81	%		6.00	%		3.73	%		6.25	%		4.26	%

For our U.S. pension and postretirement plans, we considered the mortality tables and improvement scales published by the Society of Actuaries and evaluated our specific mortality experience to establish mortality assumptions. Based on our experience and in consultation with our actuaries, for fiscal 2022, 2021 and 2020 we utilized the base Pri-2012 mortality tables with specific gender and job classification increases applied for fiscal 2022 ranging from 7% to 14%, fiscal 2021 ranging from 6% to 13% and for fiscal 2020 ranging from 5% to 12%.

For our Canadian pension and postretirement plans, we utilized the 2014 Private Sector Canadian Pensioners Mortality Table adjusted to reflect industry and our mortality experience for fiscal 2022, 2021 and 2020. As of September 30, 2022, these adjustment factors were updated to reflect the most recent mortality experience.

Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

	Pension Plans
	U.S. Plans		Non-U.S. Plans
Fiscal 2023	$	275.9	$	90.9
Fiscal 2024	$	279.9	$	68.8
Fiscal 2025	$	287.0	$	68.7
Fiscal 2026	$	290.0	$	68.3
Fiscal 2027	$	281.8	$	68.2
Fiscal Years 2028 – 2032	$	1,436.1	$	338.0

The following table summarizes our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2022 (in millions):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities:
U.S. equities (1)	$	150.7	$	150.7	$	—
Non-U.S. equities (1)		85.9		85.9		—
Fixed income securities:
U.S. government securities (2)		164.3		—		164.3
Non-U.S. government securities (3)		74.5		—		74.5
U.S. corporate bonds (3)		2,173.7		95.4		2,078.3
Non-U.S. corporate bonds (3)		545.0		—		545.0
Other fixed income (4)		223.1		—		223.1
Short-term investments (5)		181.9		181.9		—
Benefit plan assets measured in the fair value hierarchy	$	3,599.1	$	513.9	$	3,085.2
Assets measured at NAV (6)		1,440.5
Total benefit plan assets	$	5,039.6

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The following table summarizes our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2021 (in millions):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities:
U.S. equities (1)	$	275.1	$	275.1	$	—
Non-U.S. equities (1)		9.4		9.4		—
Fixed income securities:
U.S. government securities (2)		292.4		—		292.4
Non-U.S. government securities (3)		113.2		—		113.2
U.S. corporate bonds (3)		2,987.8		137.6		2,850.2
Non-U.S. corporate bonds (3)		511.1		—		511.1
Other fixed income (4)		435.5		—		435.5
Short-term investments (5)		195.5		195.5		—
Benefit plan assets measured in the fair value hierarchy	$	4,820.0	$	617.6	$	4,202.4
Assets measured at NAV (6)		2,262.7
Total benefit plan assets	$	7,082.7

(1)Equity securities are comprised of the following investment types: (i) common stock, (ii) preferred stock, and (iii) equity exchange traded funds. Level 1 investments in common and preferred stocks and exchange traded funds are valued using quoted market prices multiplied by the number of shares owned.

(2)U.S. government securities include treasury and agency debt. These investments are valued using broker quotes in an active market.

(3)The level 1 non-U.S. government securities investment is an exchange cleared swap valued using quoted market prices. The level 1 U.S. corporate bonds category is primarily comprised of U.S. dollar denominated investment grade securities and valued using quoted market prices. Level 2 investments are valued utilizing a market approach that includes various valuation techniques and sources such as value generation models, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads, and/or other applicable reference data.

(4)Other fixed income is comprised of municipal and asset-backed securities. Investments are valued utilizing a market approach that includes various valuation techniques and sources, such as broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads and/or other applicable reference data.

(5)Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in interest-bearing accounts.

(6)Investments that are measured at net asset value (“NAV”) (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

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The following table summarizes assets measured at fair value based on NAV per share as a practical expedient as of September 30, 2022 and 2021 (in millions):

	Fair value		Redemption Frequency	Redemption Notice Period	Unfunded Commitments
September 30, 2022
Hedge funds (1)	$	26.4	Monthly	Up to 30 days	$	—
Commingled funds, private equity, private real    estate investments, and equity related    investments (2)		1,031.9	Monthly	Up to 60 days		199.7
Fixed income and fixed income related    instruments (3)		382.2	Monthly	Up to 10 days		—
	$	1,440.5			$	199.7
September 30, 2021
Hedge funds (1)	$	38.9	Monthly	Up to 30 days	$	—
Commingled funds, private equity, private real    estate investments, and equity related    investments (2)		1,498.2	Monthly	Up to 60 days		171.7
Fixed income and fixed income related    instruments (3)		725.6	Monthly	Up to 10 days		—
	$	2,262.7			$	171.7

(1)Hedge fund investments are primarily made through shares of limited partnerships or similar structures. Hedge funds are typically valued monthly by third-party administrators that have been appointed by the funds’ general partners.

(2)Commingled fund investments are valued at the NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

(3)Fixed income and fixed income related instruments consist of commingled debt funds, which are valued at their NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

We maintain holdings in certain private equity partnerships and private real estate investments for which a liquid secondary market does not exist. The private equity partnerships are commingled investments. Valuation techniques, such as discounted cash flow and market based comparable analyses, are used to determine fair value of the private equity investments. Unobservable inputs used for the discounted cash flow technique include projected future cash flows and the discount rate used to calculate present value. Unobservable inputs used for the market-based comparisons technique include earnings before interest, taxes, depreciation and amortization multiples in other comparable third-party transactions, price to earnings ratios, liquidity, current operating results, as well as input from general partners and other pertinent information. Private equity investments have been valued using NAV as a practical expedient.

Private real estate investments are commingled investments. Valuation techniques, such as discounted cash flow and market based comparable analyses, are used to determine fair value of the private equity investments. Unobservable inputs used for the discounted cash flow technique include projected future cash flows and the discount rate used to calculate present value. Unobservable inputs used for the market-based comparison technique include a combination of third-party appraisals, replacement cost, and comparable market prices. Private real estate investments have been valued using NAV as a practical expedient.

Equity-related investments are hedged equity investments in a commingled fund that consist primarily of equity indexed investments which are hedged by options and also hold collateral in the form of short-term treasury securities. Equity related investments have been valued using NAV as a practical expedient.

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Postretirement Plans

The postretirement benefit plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans.

The weighted average assumptions used to measure the benefit plan obligations at September 30 were:

	Postretirement plans
	2022						2021
	U.S. Plans			Non-U.S.  Plans			U.S. Plans			Non-U.S.  Plans
Discount rate		5.57	%		7.56	%		2.98	%		6.45	%

The following table shows the changes in benefit obligation, plan assets and funded status for the fiscal years ended September 30 (in millions):

	Postretirement Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Change in projected benefit obligation:
Benefit obligation at beginning of fiscal year	$	86.4		$	58.3		$	93.6		$	62.5
Service cost		0.6			0.4			0.6			0.6
Interest cost		2.6			3.8			2.8			3.1
Actuarial gain		(16.3	)		(9.8	)		(6.1	)		(8.1	)
Benefits paid		(4.8	)		(2.8	)		(4.5	)		(2.8	)
Foreign currency rate changes		—			(1.6	)		—			3.0
Benefit obligation at end of fiscal year	$	68.5		$	48.3		$	86.4		$	58.3
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	—		$	—		$	—		$	—
Employer contributions		4.8			2.8			4.5			2.8
Benefits paid		(4.8	)		(2.8	)		(4.5	)		(2.8	)
Fair value of plan assets at end of fiscal year	$	—		$	—		$	—		$	—
Underfunded Status	$	(68.5	)	$	(48.3	)	$	(86.4	)	$	(58.3	)
Amounts recognized in the Consolidated Balance Sheets:
Other current liabilities	$	(8.7	)	$	(2.7	)	$	(8.2	)	$	(2.8	)
Postretirement benefit liabilities, net of current portion		(59.8	)		(45.6	)		(78.2	)		(55.5	)
Underfunded status at end of fiscal year	$	(68.5	)	$	(48.3	)	$	(86.4	)	$	(58.3	)

The pre-tax amounts in accumulated other comprehensive loss at September 30 not yet recognized as components of net periodic postretirement cost, including noncontrolling interest, consist of (in millions):

	Postretirement Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Net actuarial (gain) loss	$	(32.2	)	$	(4.8	)	$	(16.1	)	$	4.8
Prior service (credit) cost		(2.3	)		1.0			(3.2	)		1.1
Total accumulated other comprehensive (income) loss	$	(34.5	)	$	(3.8	)	$	(19.3	)	$	5.9

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The pre-tax amounts recognized in other comprehensive loss (income), including noncontrolling interest, are as follows at September 30 (in millions):

	Postretirement Plans
	2022			2021			2020
Net actuarial gain arising during period	$	(26.2	)	$	(14.2	)	$	(8.4	)
Amortization and settlement recognition of net actuarial    gain (loss)		0.5			0.6			(0.1	)
Prior service cost arising during period		—			—			1.9
Amortization or curtailment recognition of prior service credit		0.7			2.4			2.7
Net other comprehensive income recognized	$	(25.0	)	$	(11.2	)	$	(3.9	)

The net periodic postretirement cost recognized in the consolidated statements of operations is comprised of the following for fiscal years ended (in millions):

	Postretirement Plans
	2022			2021			2020
Service cost	$	1.0		$	1.2		$	1.3
Interest cost		6.4			5.9			6.9
Amortization of net actuarial (gain) loss		(0.5	)		(0.6	)		0.1
Amortization of prior service credit		(0.7	)		(2.4	)		(2.7	)
Net postretirement cost	$	6.2		$	4.1		$	5.6

The assumed health care cost trend rates used in measuring the accumulated postretirement benefit obligation (“APBO”) are as follows at September 30, 2022:

U.S. Plans
Health care cost trend rate assumed for next year		4.90	%
Rate to which the cost trend rate is assumed to decline (the ultimate    trend rate)		4.00	%
Year the rate reaches the ultimate trend rate	2047
Non-U.S. Plans
Health care cost trend rate assumed for next year		5.68	%
Rate to which the cost trend rate is assumed to decline (the ultimate    trend rate)		5.68	%
Year the rate reaches the ultimate trend rate	2022

Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended:

	Postretirement Plans
	2022						2021						2020
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		2.98	%		6.45	%		3.00	%		4.84	%		3.34	%		5.64	%
Rate of compensation increase	N/A			N/A			N/A			N/A			N/A			N/A

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Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

	Postretirement Plans
	U.S. Plans		Non-U.S. Plans
Fiscal 2023	$	8.7	$	2.7
Fiscal 2024	$	7.5	$	2.8
Fiscal 2025	$	6.9	$	2.9
Fiscal 2026	$	6.5	$	3.0
Fiscal 2027	$	6.1	$	3.1
Fiscal Years 2028 – 2032	$	26.6	$	17.6

Multiemployer Plans

We participate in several MEPPs that provide retirement benefits to certain union employees in accordance with various CBAs. The risks of participating in MEPPs are different from the risks of participating in single-employer pension plans. These risks include (i) assets contributed to a MEPP by one employer are used to provide benefits to employees of all participating employers, (ii) if a participating employer withdraws from a MEPP, the unfunded obligations of the MEPP allocable to such withdrawing employer may be borne by the remaining participating employers, and (iii) if we withdraw from a MEPP, we may be required to pay that plan an amount based on our allocable share of the unfunded vested benefits of the plan, referred to as a withdrawal liability, as well as a share of the MEPP’s accumulated funding deficiency.

Contributions to MEPPs are established by the applicable CBAs; however, our required contributions may increase based on the funded status of a MEPP and legal requirements, such as those set forth in the Pension Act, which requires substantially underfunded MEPPs to implement a FIP or a RP to improve their funded status. Contributions to MEPPs are individually and in the aggregate not material.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to potential withdrawal liabilities. In fiscal 2018, we submitted formal notification to withdraw from PIUMPF and Central States, and recorded estimated withdrawal liabilities for each. The PIUMPF estimated withdrawal liability assumed both a payment for withdrawal liability and for our proportionate share of PIUMPF’s accumulated funding deficiency. The estimated withdrawal liability excludes the potential impact of a future mass withdrawal of other employers from PIUMPF, which was not considered probable or reasonably estimable and was discounted at a credit adjusted risk free rate. Subsequently, we continued to refine the estimate of the withdrawal liability, the impact of which was not significant. It is reasonably possible that we may incur withdrawal liabilities with respect to certain other MEPPs in connection with such withdrawals. Our estimate of any such withdrawal liability, both individually and in the aggregate, is not material for the remaining plans in which we participate.

In September 2019, we received a demand from PIUMPF asserting that we owe $170.3 million on an undiscounted basis (approximately $0.7 million per month for the next 20 years) with respect to our withdrawal liability. The initial demand did not address any assertion of liability for PIUMPF’s accumulated funding deficiency. In October 2019, we received two additional demand letters from PIUMPF related to a subsidiary of ours asserting that we owe $2.3 million on an undiscounted basis to be paid over 20 years with respect to the subsidiary’s withdrawal liability and $2.0 million for its accumulated funding deficiency. We received an updated demand letter decreasing the accumulated funding deficiency demand from $2.0 million to $1.3 million in April 2020. In February 2020, we received a demand letter from PIUMPF asserting that we owe $51.2 million for our pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. We dispute the PIUMPF accumulated funding deficiency demands. We began making monthly payments (approximately $0.7 million per month for 20 years) for these withdrawal liabilities in fiscal 2020, excluding the accumulated funding deficiency demands.

In July 2021, PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency, along with interest, liquidated damages and attorney’s fees. We believe we are adequately reserved for this matter.

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At September 30, 2022 and September 30, 2021, we had withdrawal liabilities recorded of $214.7 million and $247.1 million, respectively including liabilities associated with PIUMPF’s accumulated funding deficiency demands. The decrease in withdrawal liabilities in fiscal 2022 as compared to the end of fiscal 2021 was primarily due to an increase in interest rates.

With respect to certain other MEPPs, in the event we withdraw from one or more of the MEPPs in the future, it is reasonably possible that we may incur withdrawal liabilities in connection with such withdrawals. Our estimate of any such withdrawal liabilities, both individually and in the aggregate, are not material for the remaining plans in which we participate.

Approximately 55% of our hourly employees are covered by CBAs in the U.S. and Canada, of which approximately 32% are covered by CBAs that expire within one year and another 27% are covered by CBAs that have expired.

Defined Contribution Plans

We have 401(k) and other defined contribution plans that cover certain of our U.S., Canadian and other non-U.S. salaried union and nonunion hourly employees, generally subject to an initial waiting period. The 401(k) and other defined contribution plans permit participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code, or the taxing authority in the jurisdiction in which they operate. Due primarily to acquisitions, CBAs, and other non-U.S. defined contribution programs, we have plans with varied terms. At September 30, 2022, our contributions may be up to 7.5% for U.S. salaried and non-union hourly employees, consisting of a match of up to 5% and an automatic employer contribution of 2.5%. Certain other employees who receive accruals under a defined benefit pension plan, as well as certain employees covered by CBAs and non-U.S. defined contribution programs generally receive up to a 3.0% to 4.0% contribution to their 401(k) plan or defined contribution plan. During fiscal 2022, 2021 and 2020, we recorded expense of $169.5 million, $164.7 million and $150.1 million, respectively, related to employer contributions to the 401(k) plans and other defined contribution plans, including the automatic employer contribution. In connection with the WestRock Pandemic Action Plan, we funded our matching contributions to the WestRock Company 401(k) Retirement Savings Plan in Common Stock effective July 1, 2020 and ending September 30, 2021 (final period funded in October 2021).

Supplemental Retirement Plans

We have Supplemental Plans that are nonqualified deferred compensation plans. We intend to provide participants with an opportunity to supplement their retirement income through deferral of current compensation. Amounts deferred and payable under the Supplemental Plans are our unsecured obligations and rank equally with our other unsecured and unsubordinated indebtedness outstanding. Participants’ accounts are credited with investment gains and losses under the Supplemental Plans in accordance with the participant’s investment election or elections (or default election or elections) as in effect from time to time. At September 30, 2022, the Supplemental Plans had assets totaling $140.9 million that are recorded at market value, and liabilities of $138.7 million. The investment alternatives available under the Supplemental Plans are generally similar to investment alternatives available under 401(k) plans. The amount of expense we recorded for the current fiscal year and the preceding two fiscal years was not significant.

Note 6. Income Taxes

The components of income (loss) before income taxes are as follows (in millions):

	Year Ended September 30,
	2022		2021		2020
United States	$	860.4	$	822.4	$	(440.7	)
Foreign		358.4		263.5		(81.9	)
Income (loss) before income taxes	$	1,218.8	$	1,085.9	$	(522.6	)

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Income tax expense consists of the following components (in millions):

	Year Ended September 30,
	2022			2021			2020
Current income taxes:
Federal	$	205.2		$	171.2		$	31.6
State		44.9			27.2			23.5
Foreign		116.1			78.4			66.8
Total current expense		366.2			276.8			121.9
Deferred income taxes:
Federal		(67.3	)		(39.0	)		42.4
State		(16.2	)		(10.2	)		6.2
Foreign		(13.1	)		15.8			(7.0	)
Total deferred (benefit) expense		(96.6	)		(33.4	)		41.6
Total income tax expense	$	269.6		$	243.4		$	163.5

During fiscal 2022, 2021 and 2020, cash paid for income taxes, net of refunds, was $335.2 million, $271.9 million and $147.2 million, respectively.

The differences between the statutory federal income tax rate and our effective income tax rate are as follows:

	Year Ended September 30,
	2022			2021			2020 (1)
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Foreign rate differential		2.1			0.9			(1.1	)
Adjustment and resolution of federal, state and foreign tax    uncertainties		(0.4	)		0.1			2.7
State taxes, net of federal benefit		1.6			2.0			(0.3	)
Excess tax benefit related to stock compensation		0.1			0.2			(0.5	)
Research and development and other tax credits, net of    reserves		(1.2	)		(0.5	)		3.7
(Loss) income attributable to noncontrolling interest		(0.1	)		0.1			0.1
Change in valuation allowance		0.7			2.8			(4.1	)
Goodwill impairment		—			—			(51.2	)
Nontaxable increased cash surrender value		—			(1.1	)		1.3
Withholding taxes		0.5			0.2			(0.7	)
Foreign derived intangible income		(1.0	)		(1.2	)		1.3
Deferred rate change		(0.6	)		(1.0	)		(1.8	)
Brazilian net worth deduction		(1.1	)		(0.7	)		1.7
Other, net		0.5			(0.4	)		(3.4	)
Effective tax rate		22.1	%		22.4	%		(31.3	)%

(1)The negative tax rate for fiscal year 2020 is the result of applying total income tax expense to the loss before income taxes. The signs within the table are consequently the opposite compared to fiscal 2022 and 2021.

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The tax effects of temporary differences that give rise to deferred income tax assets and liabilities consist of the following (in millions):

	September 30,
	2022		2021
Deferred income tax assets:
Accruals and allowances	$	—	$	6.7
Employee related accruals and allowances		107.6		119.0
State net operating loss carryforwards, net of federal benefit		43.6		57.5
State credit carryforwards, net of federal benefit		89.7		84.9
Federal and foreign net operating loss carryforwards		165.8		193.6
Restricted stock and options		26.7		30.2
Lease liabilities		177.4		177.1
Other		44.6		42.1
Total		655.4		711.1
Deferred income tax liabilities:
Accruals and allowances		9.0		—
Property, plant and equipment		1,669.5		1,805.2
Deductible intangibles and goodwill		724.1		796.6
Inventory reserves		261.4		243.5
Deferred gain		272.8		272.8
Basis difference in joint ventures		35.9		32.9
Pension		2.7		36.3
Right-of-use assets		166.1		164.9
Total		3,141.5		3,352.2
Valuation allowances		248.8		277.5
Net deferred income tax liability	$	2,734.9	$	2,918.6

Deferred taxes are recorded as follows in the consolidated balance sheets (in millions):

	September 30,
	2022		2021
Long-term deferred tax asset (1)	$	27.0	$	25.8
Long-term deferred tax liability		2,761.9		2,944.4
Net deferred income tax liability	$	2,734.9	$	2,918.6

(1)The long-term deferred tax asset is presented in Other assets on the consolidated balance sheets.

At September 30, 2022 and 2021, we had gross U.S. federal net operating losses of approximately $1.2 million and $2.7 million, respectively. These loss carryforwards expire in fiscal 2031.

At September 30, 2022 and 2021, we had gross state and local net operating losses, of approximately $969 million and $1,190 million, respectively. These loss carryforwards generally expire between fiscal 2023 and 2041. The tax effected values of these net operating losses are $43.6 million and $57.5 million at September 30, 2022 and 2021, respectively, exclusive of valuation allowances of $17.7 million and $20.4 million at September 30, 2022 and 2021, respectively.

At September 30, 2022 and 2021, gross net operating losses for foreign reporting purposes of approximately $667.2 million and $779.1 million, respectively, were available for carryforward. A majority of these loss carryforwards generally expire between fiscal 2023 and 2041, while a portion have an indefinite carryforward. The tax effected values of these net operating losses are $165.5 million and $193.0 million at September 30, 2022 and 2021, respectively, exclusive of valuation allowances of $143.8 million and $177.6 million at September 30, 2022 and 2021, respectively.

At September 30, 2022 and 2021, we had state tax credit carryforwards of $89.7 million and $84.9 million, respectively. These state tax credit carryforwards generally expire within 5 to 10 years; however, certain state

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credits can be carried forward indefinitely. Valuation allowances of $81.1 million and $76.3 million at September 30, 2022 and 2021, respectively, have been provided on these assets. These valuation allowances have been recorded due to uncertainty regarding our ability to generate sufficient taxable income in the appropriate taxing jurisdiction.

The following table represents a summary of the valuation allowances against deferred tax assets for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	277.5		$	257.5		$	218.0
Increases		12.3			22.2			46.2
Reductions		(41.0	)		(2.2	)		(6.7	)
Balance at end of fiscal year	$	248.8		$	277.5		$	257.5

Consistent with prior years, we consider a portion of our earnings from certain foreign subsidiaries as subject to repatriation and we provide for taxes accordingly. However, we consider the unremitted earnings and all other outside basis differences from all other foreign subsidiaries to be indefinitely reinvested. Accordingly, we have not provided for any taxes that would be due.

As of September 30, 2022, we estimate our outside basis difference in foreign subsidiaries that are considered indefinitely reinvested to be approximately $1.2 billion. The components of the outside basis difference are comprised of acquisition accounting adjustments, undistributed earnings, and equity components. In the event of a distribution in the form of dividends or dispositions of the subsidiaries, we may be subject to incremental U.S. income taxes, subject to an adjustment for foreign tax credits, and withholding taxes or income taxes payable to the foreign jurisdictions. As of September 30, 2022, the determination of the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis differences is not practicable.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	199.5		$	206.7		$	224.3
Additions for tax positions taken in current year (1)		1.8			2.7			5.0
Additions for tax positions taken in prior fiscal years		27.6			10.8			11.7
Reductions for tax positions taken in prior fiscal years (1)		—			—			(16.7	)
Reductions due to settlement		(0.8	)		—			—
(Reductions) additions for currency translation adjustments		(1.1	)		1.5			(8.8	)
Reductions as a result of a lapse of the applicable statute of    limitations		(31.5	)		(22.2	)		(8.8	)
Balance at end of fiscal year	$	195.5		$	199.5		$	206.7

(1)Reductions taken in fiscal 2020 include primarily positions taken related to foreign subsidiaries.

As of September 30, 2022 and 2021, the total amount of unrecognized tax benefits was approximately $195.5 million and $199.5 million, respectively, exclusive of interest and penalties. Of these balances, as of September 30, 2022 and 2021, if we were to prevail on all unrecognized tax benefits recorded, approximately $188.1 million and $188.7 million, respectively, would benefit the effective tax rate. We regularly evaluate, assess and adjust the related liabilities in light of changing facts and circumstances, which could cause the effective tax rate to fluctuate from period to period. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results of operations in future periods depending upon their ultimate resolution. See “Note 17. Commitments and Contingencies — Brazil Tax Liability”.

As of September 30, 2022 and 2021, we had liabilities of $85.0 million and $79.7 million, respectively, related to estimated interest and penalties for unrecognized tax benefits. Our results of operations for fiscal 2022, 2021 and 2020 include expense of $3.8 million, $4.4 million and $6.6 million, respectively, net of indirect benefits, related to estimated interest and penalties with respect to the liability for unrecognized tax benefits. As of September 30,

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2022, it is reasonably possible that our unrecognized tax benefits will decrease by up to $30.1 million in the next 12 months due to expiration of various statutes of limitations and settlement of issues.

We file federal, state and local income tax returns in the U.S. and various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal income tax examinations by tax authorities for years prior to fiscal 2018 and state and local income tax examinations by tax authorities for years prior to fiscal 2011. We are no longer subject to non-U.S. income tax examinations by tax authorities for years prior to fiscal 2009, except for Brazil for which we are not subject to tax examinations for years prior to 2006. While we believe our tax positions are appropriate, they are subject to audit or other modifications and there can be no assurance that any modifications will not materially and adversely affect our results of operations, financial condition or cash flows.

Note 7. Segment Information

Effective October 1, 2021, we reorganized our reportable segments due to changes in our organizational structure and how our CODM makes key operating decisions, allocates resources and assesses the performance of our business. We believe the new segments provide greater visibility into the vertical integration between our mills and converting operations as well as the value of a diversified portfolio of assets, and helps us highlight the performance of our portfolio. Our reportable segments now are:

•Corrugated Packaging, which consists of our integrated corrugated converting operations and generates its revenues primarily from the sale of corrugated containers and other corrugated products;

•Consumer Packaging, which consists of our integrated consumer converting operations and generates its revenues primarily from the sale of consumer packaging products such as folding cartons and interior partitions;

•Global Paper, which consists of our commercial paper operations and generates its revenues primarily from the sale of containerboard and paperboard to external customers; and

•Distribution, which consists of our distribution and display assembly operations and generates its revenues primarily from the distribution of packaging products and assembly of display products.

We determined our operating segments based on the products and services we offer. Our operating segments are consistent with our internal management structure, and we do not aggregate operating segments. We report the benefit of vertical integration with our mills in each reportable segment that ultimately sells the associated paper and packaging products to our external customers. We account for intersegment sales at prices that approximate market prices.

Effective October 1, 2021, Adjusted EBITDA is our measure of segment profitability in accordance with ASC 280, “Segment Reporting” because it is used by our CODM to make decisions regarding allocation of resources and to assess segment performance. Certain items are not allocated to our operating segments and, thus, the information that our CODM uses to make operating decisions and assess performance does not reflect such amounts. These items can be found in the selected operating data table below after Adjusted EBITDA. Management believes excluding these items is useful in the evaluation of operating performance from period to period because they are not representative of our ongoing operations or are items our CODM does not consider part of our reportable segments. We have recast prior periods presented to conform with the new segment structure. These changes did not impact our consolidated financial statements. In connection with the reorganization of our reportable segments, we changed the amount of previously non-allocated expenses.

Prior to the reorganization, the Company had two reportable segments: Corrugated Packaging and Consumer Packaging. Prior to the completion of our monetization program in fiscal 2020, we had a third reportable segment, Land and Development, which previously sold real estate, primarily in the Charleston, SC region.

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Some of our operations are located in locations such as Canada, Latin America, EMEA and Asia Pacific. The table below reflects financial data of our foreign operations for each of the past three fiscal years, some of which were transacted in U.S. dollars (in millions):

	Years Ended September 30,
	2022		2021		2020
Net sales (unaffiliated customers):
U.S.	$	17,361.5	$	15,317.2	$	14,508.9
Canada		1,325.1		1,210.4		1,124.7
Latin America		1,045.6		745.4		611.1
EMEA		1,150.5		1,106.0		1,014.0
Asia Pacific		373.8		367.1		320.1
Total	$	21,256.5	$	18,746.1	$	17,578.8

	Years Ended September 30,
	2022		2021		2020
Long-lived assets:
U.S.	$	9,278.2	$	9,654.6	$	9,962.5
Canada		391.4		413.0		382.1
Latin America		719.0		725.8		639.9
EMEA		320.4		364.9		362.8
Asia Pacific		72.0		87.8		90.2
Total	$	10,781.0	$	11,246.1	$	11,437.5

The accounting policies of the reportable segments are the same as those described in “Note 1. Description of Business and Summary of Significant Accounting Policies”. We account for intersegment sales at prices that approximate market prices. For segment reporting purposes, we include our equity in income of unconsolidated entities in Adjusted EBITDA, as well the related investments in segment identifiable assets. These amounts are included in the segment tables that follow.

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The following tables show selected financial data for our segments (in millions):

	Years Ended September 30,
	2022			2021			2020
Net sales (aggregate):
Corrugated Packaging	$	9,307.6		$	8,400.5		$	7,790.2
Consumer Packaging		4,965.2			4,433.9			4,190.4
Global Paper		5,930.2			4,983.0			4,749.6
Distribution		1,418.9			1,254.8			1,102.4
Land and Development		—			—			18.9
Total	$	21,621.9		$	19,072.2		$	17,851.5
Less net sales (intersegment):
Corrugated Packaging	$	328.0		$	305.3		$	250.0
Consumer Packaging		27.8			20.3			20.2
Distribution		9.6			0.5			2.5
Total	$	365.4		$	326.1		$	272.7
Net sales (unaffiliated customers):
Corrugated Packaging	$	8,979.6		$	8,095.2		$	7,540.2
Consumer Packaging		4,937.4			4,413.6			4,170.2
Global Paper		5,930.2			4,983.0			4,749.6
Distribution		1,409.3			1,254.3			1,099.9
Land and Development		—			—			18.9
Total	$	21,256.5		$	18,746.1		$	17,578.8
Adjusted EBITDA:
Corrugated Packaging	$	1,386.7		$	1,394.0		$	1,474.2
Consumer Packaging		829.2			720.8			660.7
Global Paper		1,246.4			883.7			701.9
Distribution		79.7			68.8			48.7
Total		3,542.0			3,067.3			2,885.5
Depreciation, depletion and amortization		(1,488.6	)		(1,460.0	)		(1,487.0	)
Gain on sale of certain closed facilities		18.6			0.9			15.6
Multiemployer pension withdrawal (expense) income		(0.2	)		2.9			1.1
Mineral rights impairment		(26.0	)		—			—
Restructuring and other costs		(401.6	)		(31.5	)		(112.7	)
Goodwill impairment		—			—			(1,333.2	)
Non-allocated expenses		(82.6	)		(68.1	)		(73.3	)
Interest expense, net		(318.8	)		(372.3	)		(393.5	)
Loss on extinguishment of debt		(8.5	)		(9.7	)		(1.5	)
Other (expense) income, net		(11.0	)		10.9			9.5
Other adjustments		(4.5	)		(54.5	)		(33.1	)
Income (loss) before income taxes	$	1,218.8		$	1,085.9		$	(522.6	)

101

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Years Ended September 30,
	2022			2021		2020
Depreciation, depletion and amortization:
Corrugated Packaging	$	683.0		$	674.5	$	674.8
Consumer Packaging		349.5			352.2		345.4
Global Paper		425.1			405.9		439.1
Distribution		27.3			23.6		23.5
Corporate		3.7			3.8		4.2
Total	$	1,488.6		$	1,460.0	$	1,487.0
Other adjustments:
Corrugated Packaging	$	(4.8	)	$	13.3	$	6.3
Consumer Packaging		7.7			11.7		16.3
Global Paper		(0.6	)		3.3		11.9
Distribution		—			0.6		—
Land and Development		—			—		(1.4	)
Corporate		2.2			25.6		—
Total	$	4.5		$	54.5	$	33.1
Equity in income (loss) of unconsolidated entities:
Corrugated Packaging	$	70.3		$	36.7	$	12.6
Consumer Packaging		3.4			4.0		2.8
Global Paper		(0.8	)		0.2		0.4
Total	$	72.9		$	40.9	$	15.8

In fiscal 2020, we received the remaining $32.3 million of insurance proceeds related to the extensive damage sustained at our containerboard and pulp mill located in Panama City, FL in October 2018 due to Hurricane Michael. The insurance proceeds were recorded as a reduction of cost of goods sold - $20.0 million in our Corrugated Packaging segment and $12.3 million in our Global Paper segment. The insurance proceeds received consisted of $11.7 million of business interruption recoveries and $20.6 million for direct costs and property damage. Our consolidated statements of cash flow for fiscal 2020 included $30.9 million in net cash provided by operating activities and $1.4 million of cash proceeds included in net cash used for investing activities related to Hurricane Michael. In addition, we had other minor amounts for various claims that were recorded as a reduction of cost of goods sold across our segments.

102

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table shows selected financial data for our segments (in millions):

	Years Ended September 30,
	2022		2021		2020
Assets:
Corrugated Packaging	$	11,382.5	$	11,557.6	$	11,623.4
Consumer Packaging		6,704.5		6,757.3		6,535.8
Global Paper		7,039.2		7,527.6		7,549.5
Distribution		863.0		800.1		718.9
Assets held for sale		34.4		10.9		7.0
Corporate		2,381.9		2,600.8		2,345.1
Total	$	28,405.5	$	29,254.3	$	28,779.7
Intangibles, net:
Corrugated Packaging	$	648.4	$	765.9	$	889.1
Consumer Packaging		1,523.5		1,719.2		1,857.6
Global Paper		612.6		677.7		744.6
Distribution		136.1		156.0		175.9
Total	$	2,920.6	$	3,318.8	$	3,667.2
Capital expenditures:
Corrugated Packaging	$	370.4	$	331.4	$	389.9
Consumer Packaging		202.1		192.7		140.2
Global Paper		238.6		259.4		417.8
Distribution		6.1		1.3		0.3
Corporate		45.4		30.7		29.9
Total	$	862.6	$	815.5	$	978.1
Equity method investments:
Corrugated Packaging	$	479.3	$	434.4	$	414.2
Consumer Packaging		0.5		17.7		13.7
Global Paper		0.5		0.8		1.3
Corporate		0.1		0.4		0.4
Total	$	480.4	$	453.3	$	429.6

The Corrugated Packaging segment’s equity method investments primarily relate to our Grupo Gondi investment. Equity method investments are included in the consolidated balance sheets in Other assets. The investment in Grupo Gondi exceeded our proportionate share of the underlying equity in net assets by approximately $101.8 million and $105.7 million in fiscal 2022 and 2021, respectively. Approximately $35.2 million and $40.2 million remains amortizable to expense in Equity in income of unconsolidated entities over the estimated life of the underlying assets ranging from 10 to 15 years beginning with our investment in fiscal 2016. The Gondi investment is denominated in Mexican Pesos. See “Note 3. Acquisitions and Investments” for our announcement to acquire the remaining interest in Grupo Gondi.

Effective October 1, 2021, in connection with our segment reorganization and in accordance with ASC 350, we determined our new reporting units to be the same as our operating segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. We performed an interim quantitative goodwill impairment test for our new reporting units using procedures consistent with those described for our annual goodwill impairment testing. Each of our reporting units had a fair value that exceeded its carrying value by more than 10%. If we had concluded that it was appropriate to increase the discount rate we used by 100 basis points, the fair value of each of our reporting units would have continued to exceed its carrying value.

103

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The changes in the carrying amount of goodwill for the fiscal years ended September 30, 2022, 2021 and 2020 are as follows (in millions):

	Legacy Reportable Segments						New Reportable Segments
	Corrugated Packaging			Consumer Packaging			Corrugated Packaging			Consumer Packaging			Global Paper			Distribution			Total
Balance as of Sep. 30, 2019
Goodwill	$	3,695.1		$	3,633.3		$	—		$	—		$	—		$	—		$	7,328.4
Accumulated impairment   losses		(0.1	)		(42.7	)		—			—			—			—			(42.8	)
		3,695.0			3,590.6			—			—			—			—			7,285.6
Goodwill impairment		—			(1,333.2	)		—			—			—			—			(1,333.2	)
Goodwill disposed of		—			(0.3	)		—			—			—			—			(0.3	)
Purchase price allocation    adjustments		14.3			(0.6	)		—			—			—			—			13.7
Translation adjustments		(35.8	)		32.2			—			—			—			—			(3.6	)
Balance as of Sep. 30, 2020
Goodwill		3,673.6			3,664.6			—			—			—			—			7,338.2
Accumulated impairment   losses		(0.1	)		(1,375.9	)		—			—			—			—			(1,376.0	)
		3,673.5			2,288.7			—			—			—			—			5,962.2
Goodwill disposed of		(16.4	)		—			—			—			—			—			(16.4	)
Translation adjustments		6.2			7.2			—			—			—			—			13.4
Balance as of Sep. 30, 2021
Goodwill		3,663.4			3,671.8			—			—			—			—			7,335.2
Accumulated impairment   losses		(0.1	)		(1,375.9	)		—			—			—			—			(1,376.0	)
		3,663.3			2,295.9			—			—			—			—			5,959.2
Segment recasting (1)		(3,663.3	)		(2,295.9	)		2,834.8			1,603.3			1,382.0			139.1			—
Goodwill acquired		—			—			3.2			—			—			—			3.2
Translation adjustments		—			—			(35.2	)		(14.9	)		(15.5	)		(1.6	)		(67.2	)
Balance as of Sep. 30, 2022
Goodwill	$	—		$	—		$	2,802.8		$	1,588.4		$	1,366.5		$	137.5		$	5,895.2

(1)Represents the reallocation of goodwill as a result of our October 1, 2021 segment change.

During the fourth quarter of fiscal 2022, we completed our annual goodwill impairment testing. Each of our reporting units had fair values that exceeded their respective carrying values by more than 15%. See “Note 1. Description of Business and Summary of Significant Accounting Policies — Goodwill and Long-Lived Assets” for a discussion of our fiscal 2022 impairment test.

In fiscal 2020, we recorded a $1,333.2 million pre-tax non-cash goodwill impairment in our legacy Consumer Packaging reportable segment. The impairment was primarily the result of expected lower volumes and cash flows related to certain external bleached paperboard end markets, including commercial print, tobacco and plate and cup stock markets. We had experienced significant declines in demand for those products that we believed were more systemic and our view of related growth and earnings opportunities had been diminished.

Note 8. Interest

The components of interest expense, net is as follows (in millions):

	Years Ended September 30,
	2022			2021			2020
Interest expense	$	(375.6	)	$	(418.9	)	$	(465.5	)
Interest income		56.8			46.6			72.0
Interest expense, net	$	(318.8	)	$	(372.3	)	$	(393.5	)

104

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Cash paid for interest, net of amounts capitalized, of $363.9 million, $384.7 million and $423.4 million were made during fiscal 2022, 2021 and 2020, respectively.

During fiscal 2022, 2021 and 2020, we capitalized interest of $11.1 million, $14.0 million and $24.6 million, respectively.

Note 9. Inventories

Inventories are as follows (in millions):

	September 30,
	2022			2021
Finished goods and work in process	$	1,102.4		$	972.7
Raw materials		1,135.9			888.1
Supplies and spare parts		529.6			536.4
Inventories at FIFO cost		2,767.9			2,397.2
LIFO reserve		(450.8	)		(223.9	)
Net inventories	$	2,317.1		$	2,173.3

It is impracticable to segregate the LIFO reserve between raw materials, finished goods and work in process. In fiscal 2022, 2021 and 2020, we reduced inventory quantities in some of our LIFO pools. These reductions result in liquidations of LIFO inventory quantities generally carried at lower costs prevailing in prior years as compared with the cost of the purchases in the respective fiscal years, the effect of which typically decreases cost of goods sold. Alternatively, higher costs prevailing in prior years increases costs of goods sold. The impact of the liquidations in fiscal 2022, 2021 and 2020 was not significant.

In fiscal 2022, we experienced higher inventory costs primarily due to inflation, the effect of which increased cost of goods sold and our LIFO reserve by $226.9 million.

Note 10. Property, Plant and Equipment

Property, plant and equipment consists of the following (in millions):

	September 30,
	2022			2021
Property, plant and equipment at cost:
Land and buildings	$	2,646.4		$	2,626.0
Machinery and equipment		16,592.5			15,853.1
Forestlands and mineral rights (1)		95.7			120.0
Transportation equipment		24.2			26.1
Leasehold improvements		103.4			93.9
		19,462.2			18,719.1
Less: accumulated depreciation, depletion and amortization		(9,380.8	)		(8,149.0	)
Property, plant and equipment, net	$	10,081.4		$	10,570.1

(1)In fiscal 2022, we recorded a $26.0 million pre-tax non-cash impairment of certain mineral rights. With the impairment, we have no remaining mineral rights.

Depreciation expense for fiscal 2022, 2021 and 2020 was $1,108.1 million, $1,069.7 million and $1,054.9 million, respectively. Accrued additions to property, plant and equipment at September 30, 2022, 2021 and 2020 were $223.2 million, $108.5 million and $85.0 million, respectively.

105

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 11. Other Intangible Assets

The gross carrying amount and accumulated amortization relating to intangible assets, excluding goodwill, are as follows and reflect the removal of fully amortized intangible assets in the period fully amortized (in millions, except weighted avg. life):

			September 30,
			2022					2021
	Weighted Avg. Life (in years)		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships		15.6	$	4,888.5	$	(2,038.1	)	$	4,963.0	$	(1,724.3	)
Trademarks and tradenames		22.5		80.7		(26.2	)		80.4		(20.9	)
Technology and patents		11.8		24.4		(12.9	)		23.5		(9.4	)
License costs		15.8		0.3		(0.1	)		16.2		(15.1	)
Non-compete agreements		2.0		1.9		(1.1	)		1.9		(0.2	)
Other		29.5		3.5		(0.3	)		4.0		(0.3	)
Total		15.7	$	4,999.3	$	(2,078.7	)	$	5,089.0	$	(1,770.2	)

Estimated intangible asset amortization expense for the succeeding five fiscal years is as follows (in millions):

Fiscal 2023	$	340.2
Fiscal 2024	$	318.8
Fiscal 2025	$	304.1
Fiscal 2026	$	296.7
Fiscal 2027	$	292.9

Intangible amortization expense was $351.1 million, $360.6 million and $405.4 million during fiscal 2022, 2021 and 2020, respectively. We had other intangible amortization expense, primarily for packaging equipment leased to customers of $29.4 million, $29.7 million and $26.7 million during fiscal 2022, 2021 and 2020, respectively.

Note 12. Fair Value

Assets and Liabilities Measured or Disclosed at Fair Value

We disclose the fair value of our long-term debt in “Note 13. Debt” and the fair value of our pension and postretirement assets and liabilities in “Note 5. Retirement Plans”. We have, or from time to time may have, financial instruments recognized at fair value including Supplemental Plans, interest rate derivatives, commodity derivatives or other similar classes of assets or liabilities, the fair value of which are not significant. See “Note 1 — Description of Business and Summary of Significant Accounting Policies — Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities” for additional information.

Fiscal 2021 reflects a charge of $22.5 million associated with not exercising an option to purchase an additional equity interest in Grupo Gondi that was recorded in Other (expense) income, net.

Financial Instruments Not Recognized at Fair Value

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities.

Fair Value of Nonfinancial Assets and Nonfinancial Liabilities

As discussed in “Note 1. Description of Business and Summary of Significant Accounting Policies”, we measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. See “Note 7.

106

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Segment Information” for a discussion of a $1,333.2 million pre-tax non-cash goodwill impairment of our legacy Consumer Packaging reportable segment recorded in fiscal 2020. See “Note 4. Restructuring and Other Costs” for impairments associated with restructuring activities labeled as "PP&E and related costs". In fiscal 2022, we recorded impairments associated with the closure of our Panama City, FL mill and the permanent closure of the corrugated medium manufacturing operations at the St. Paul, MN mill, and the impairment of a paper machine at our Evadale, TX mill in fiscal 2020. Fair value of the remaining Panama City, FL land, building and improvements was determined based on a third party appraisal. During fiscal 2022, 2021 and 2020, we did not have any significant non-goodwill or non-restructuring nonfinancial assets or nonfinancial liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition other than the $26.0 million pre-tax non-cash impairment of certain mineral rights in fiscal 2022 that was driven by a lack of new leasing or development activity on our properties for an extended period of time, including pipeline delays. With the impairment, we have no remaining mineral rights.

Accounts Receivable Sales Agreements

We are a party to an accounts receivable sales agreement to sell to a third-party financial institution all of the short-term receivables generated from certain customer trade accounts. On September 16, 2022, we amended the then-existing $700.0 million facility to extend the maturity to September 15, 2023 (the “A/R Sales Agreement”) and addressed the transition from LIBOR to the Secure Overnight Funding Rate ("SOFR"). The terms of the A/R Sales Agreement limit the balance of receivables sold to the amount available to fund such receivables sold, thereby eliminating the receivable for proceeds from the financial institution at any transfer date. Transfers under the A/R Sales Agreement meet the requirements to be accounted for as sales in accordance with guidance in ASC 860.

We also have a similar facility that was amended on December 2, 2021 to increase the $88.5 million purchase limit to $110.0 million, establish the transition from LIBOR to SOFR at a future date and revise certain fees. The facility remains uncommitted and has a one-year term ending December 4, 2022. We expect to renew this facility prior to its maturity.

The customers from these facilities are not included in the Receivables Securitization Facility that is discussed in “Note 13. Debt”.

The following table represents a summary of these accounts receivable sales agreements for fiscal 2022 and 2021 (in millions):

	2022			2021
Receivable from financial institutions at beginning of fiscal year	$	—		$	—
Receivables sold to the financial institutions and derecognized		(2,954.8	)		(2,732.2	)
Receivables collected by financial institutions		2,896.0			2,655.6
Cash proceeds from financial institutions		58.8			76.6
Receivable from financial institutions at September 30,	$	—		$	—

Receivables sold under these accounts receivable sales agreements as of the respective balance sheet dates were approximately $724.7 million and $665.9 million as of September 30, 2022 and September 30, 2021, respectively.

Cash proceeds related to the receivables sold are included in Net cash provided by operating activities in the consolidated statements of cash flow in the accounts receivable line item. While the expense recorded in connection with the sale of receivables may vary based on current rates and levels of receivables sold, the expense recorded in connection with the sale of receivables was $20.4 million, $11.1 million and $12.7 million in fiscal 2022, 2021 and 2020, respectively, and is recorded in Other (expense) income, net in the consolidated statements of operations. Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collections services related to the transferred assets. The associated servicing liability is not material given the high credit quality of the customers underlying the receivables and the anticipated short collection period.

107

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 13. Debt

The public bonds issued by WRKCo, RKT and MWV are guaranteed by WestRock and have cross-guarantees between the three companies. The public bonds are unsecured, unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations. The bonds are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt and to the obligations of our non-debtor/guarantor subsidiaries. The industrial development bonds associated with the finance lease obligations of MWV are guaranteed by the Company and certain of its subsidiaries. At September 30, 2022, all of our debt was unsecured with the exception of our Receivables Securitization Facility (as defined below) and finance lease obligations.

As noted below, we have been addressing the LIBOR transition in our applicable debt facilities and have completed the transition on all of our significant facilities. We expect to complete the last facility prior to the June 30, 2023 deadline when the remaining rates cease publication. See below for additional information regarding changes to certain facilities.

The following were individual components of debt (in millions, except percentages):

	September 30, 2022					September 30, 2021
	Carrying Value		Weighted Avg Interest Rate			Carrying Value		Weighted Avg Interest Rate
Public bonds due fiscal 2023 to 2028	$	3,433.4		4.0	%	$	3,778.2		4.0	%
Public bonds due fiscal 2029 to 2033		2,753.3		4.5	%		2,766.5		4.5	%
Public bonds due fiscal 2037 to 2047		177.8		6.2	%		178.2		6.2	%
Revolving credit and swing facilities		286.3		1.9	%		270.0		1.1	%
Term loan facilities		598.2		3.1	%		598.9		3.0	%
International and other debt		127.6		12.8	%		225.1		4.8	%
Finance lease obligations		287.5		4.2	%		264.1		4.1	%
Vendor financing and commercial card    programs		123.1	N/A				113.1	N/A
Total debt		7,787.2		4.2	%		8,194.1		4.0	%
Less: current portion of debt		212.2					168.8
Long-term debt due after one year	$	7,575.0				$	8,025.3

On March 22, 2022, we redeemed $350 million aggregate principal amount of our 4.00% senior notes due March 2023 primarily using borrowings under our Receivables Securitization Facility (as hereinafter defined) and recorded an $8.2 million loss on extinguishment of debt.

On September 10, 2021, we redeemed $400 million aggregate principal amount of our 4.900% senior notes due March 2022 using cash and cash equivalents and recorded a $8.6 million loss on extinguishment of debt.

A portion of the debt classified as long-term may be paid down earlier than scheduled at our discretion without penalty. Our credit facilities contain certain restrictive covenants, including a covenant to satisfy a debt to capitalization ratio. We test and report our compliance with all of these covenants as required by these facilities and were in compliance with them at September 30, 2022. The carrying value of our debt includes the fair value step-up of debt acquired in mergers and acquisitions, and the weighted average interest rate includes the fair value step up. At September 30, 2022, excluding the step-up, the weighted average interest rate on total debt was 4.5%. At September 30, 2022, the unamortized fair market value step-up was $175.1 million, which will be amortized over a weighted average remaining life of 9.8 years. At September 30, 2022, we had $57.1 million of outstanding letters of credit not drawn upon. At September 30, 2022, we had approximately $3.7 billion of availability under long-term committed credit facilities and cash and cash equivalents, excluding the $1.0 billion Delayed Draw Term Loan that we plan to use to acquire the remaining 67.7% interest in Grupo Gondi. This liquidity may be used to provide for ongoing working capital needs and for other general corporate purposes including acquisitions, dividends and stock repurchases.

108

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The estimated fair value of our debt was approximately $7.3 billion and $9.0 billion as of September 30, 2022 and September 30, 2021, respectively. The fair value of our long-term debt is categorized as level 2 within the fair value hierarchy and is primarily either based on quoted prices for those or similar instruments, or approximate their carrying amount, as the variable interest rates reprice frequently at observable current market rates.

During fiscal 2022, 2021 and 2020, amortization of debt issuance costs charged to interest expense were $7.3 million, $8.3 million and $8.2 million, respectively.

Public Bonds / Notes Issued

At September 30, 2022 and September 30, 2021, the face value of our public bond obligations outstanding were $6.2 billion and $6.6 billion, respectively.

In June 2020, WRKCo issued $600.0 million aggregate principal amount of its 3.00% Senior Notes due 2033 (the “June 2033 Notes”) in a registered offering pursuant to the Company’s automatic shelf registration statement on Form S-3 under the Securities Act of 1933, as amended, (the “Securities Act”). The June 2033 Notes are the unsecured unsubordinated obligations of WRKCo, ranking equally with all of WRKCo’s other existing and future unsecured, unsubordinated obligations. The June 2033 Notes will be effectively subordinated to any of WRKCo’s existing and future secured obligations to the extent of the value of the assets securing such obligations and to the obligations of the non-debtor/guarantor subsidiaries of WRKCo. The Guarantor Subsidiaries guaranteed WRKCo’s obligations under the June 2033 Notes. We may redeem the June 2033 Notes, in whole or in part, at any time at specified redemption prices, plus accrued and unpaid interest, if any. The proceeds from the issuance of the June 2033 Notes were primarily used to repay the $100.0 million principal amount of MWV’s 9.75% notes due June 2020 and reduce outstanding indebtedness under our then existing receivables securitization facility and revolving credit facility.

Revolving Credit Facilities

Revolving Credit Facility

On July 7, 2022, we terminated our then-existing $2.3 billion unsecured revolving credit facility entered into on July 1, 2015 and as subsequently amended as well as the commitments thereunder (the “Prior Revolving Credit Facility”). At September 30, 2021, there were no amounts outstanding under the Prior Revolving Credit Facility.

On the same date, we entered into a credit agreement (the "Revolving Credit Agreement") that included a five-year senior unsecured revolving credit facility in an aggregate amount of $2.3 billion, consisting of a $1.8 billion U.S. revolving facility and a $500 million multicurrency revolving facility (collectively, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and multicurrency agent. The Revolving Credit Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the credit agreement. At September 30, 2022, there were no amounts outstanding under the facility.

Loans under the Revolving Credit Facility may be drawn in U.S. dollars, Canadian dollars, Euro and Pounds Sterling. At our option, loans under the Revolving Credit Facility will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate, (b) in the case of loans denominated in Canadian dollars, one of CDOR, the U.S. Base Rate or the Canadian Prime Rate, (c) in the case of loans denominated in Euro, EURIBOR and (d) in the case of loans denominated in Pounds Sterling, SONIA, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.500% per annum (for Term SOFR loans, CDOR loans, EURIBOR loans and SONIA loans) or between 0.000% per annum and 0.500% per annum (for alternate base rate loans, U.S. Base Rate loans and Canadian Prime Rate loans), based upon the Company’s corporate credit ratings or the Leverage Ratio (as each of these terms is defined in the Revolving Credit Agreement) whichever yields a lower applicable interest rate margin at such time. Term SOFR loans will be subject to a credit spread adjustment equal to 0.100% per annum. In addition, unused revolving commitments under the Revolving Credit Facility will accrue a commitment fee that will fluctuate between 0.080% per annum and 0.225% per annum, based upon the Company’s corporate credit ratings or the Leverage Ratio (whichever yields a lower applicable commitment fee rate) at such time.

109

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

European Revolving Credit Facilities

On July 7, 2022, we terminated our then-existing three-year unsecured €600.0 million European revolving credit facility with Coöperatieve Rabobank U.A., New York Branch, as administrative agent, entered into on February 26, 2021 and as subsequently amended as well as the commitments thereunder. At September 30, 2021, we had borrowed $270.0 million under the then-existing facility.

On the same date, we entered into a credit agreement (the "European Revolving Credit Agreement") with Coöperatieve Rabobank U.A., New York Branch, as administrative agent. The European Revolving Credit Agreement provides for a three-year senior unsecured revolving credit facility in an aggregate amount of €700.0 million and includes an incremental €100.0 million accordion feature (the “European Revolving Credit Facility”). The European Revolving Credit Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the credit agreement. At September 30, 2022, we had borrowed $265.0 million under the facility.

Loans under the European Revolving Credit Facility may be drawn in U.S. dollars, Euro and Pounds Sterling. At our option, loans under the European Revolving Credit Facility will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate, (b) in the case of loans denominated in Euro, EURIBOR and (c) in the case of loans denominated in Pounds Sterling, SONIA, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.625% per annum (for Term SOFR loans, EURIBOR loans and SONIA loans) or between 0.000% per annum and 0.625% per annum (for alternate base rate loans), based upon the Company’s corporate credit ratings at such time. Term SOFR loans will be subject to a credit spread adjustment equal to 0.100% per annum. In addition, unused revolving commitments under the European Revolving Credit Facility will accrue a commitment fee that will fluctuate between 0.100% per annum and 0.275% per annum, based upon the Company’s corporate credit ratings at such time. Loans under the European Revolving Credit Facility may be prepaid at any time without premium.

Term Loan Facilities

Farm Loan Credit Facilities

On September 27, 2019, we entered into a credit agreement (and as subsequently amended) with CoBank ACB, as administrative agent, that replaced our then-existing facility. The facility provided for a seven-year senior unsecured term loan in an aggregate principal amount of $600 million (the “Prior Farm Loan Credit Facility”). The carrying value of this facility at September 30, 2021 was $598.9 million.

On July 7, 2022, we entered into an amended and restated credit agreement that amends and restates the Prior Farm Loan Credit Agreement (the “Farm Credit Facility Agreement”) with CoBank, ACB, as administrative agent. The Farm Credit Facility Agreement provides for a seven-year senior unsecured term loan facility in an aggregate principal amount of $600 million (the “Farm Credit Facility”). At any time, we have the ability to request an increase in the principal amount by up to $400 million by written notice. The Farm Credit Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the credit agreement. The carrying value of this facility at September 30, 2022 was $598.2 million.

At our option, loans issued under the Farm Credit Facility will bear interest at either Term SOFR or an alternate base rate, in each case plus an applicable interest rate margin that will fluctuate between 1.650% per annum and 2.275% per annum (for Term SOFR loans) or between 0.650% per annum and 1.275% per annum (for alternate base rate loans), based upon the Company’s corporate credit ratings or the Leverage Ratio (as each of these terms is defined in the Farm Credit Facility Agreement) whichever yields a lower applicable interest rate margin at such time. In addition, Term SOFR loans will be subject to a credit spread adjustment equal to 0.100% per annum.

Delayed Draw Term Facility

On August 18, 2022, we amended the Revolving Credit Agreement (the "Amended Credit Agreement") to add an unsecured delayed draw term loan facility with an aggregate principal amount of up to $1.0 billion (the "Delayed Draw Term Facility") that may be drawn in a single draw through May 31, 2023. Proceeds drawn under the Delayed Draw Term Facility are planned to be used to acquire the remaining 67.7% interest in Grupo Gondi. The Delayed

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Draw Term Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the Amended Credit Agreement. At September 30, 2022, there were no amounts outstanding under the facility.

At our option, a loan under the Delayed Draw Term Facility will bear interest at either Term SOFR or an alternate base rate, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.500% per annum for a Term SOFR loan or between 0.000% per annum and 0.500% per annum for an alternate base rate loan based upon the Company’s corporate credit ratings or the Leverage Ratio (as defined in the Amended Credit Agreement), whichever yields a lower applicable interest rate margin, at such time. A Term SOFR loan will be subject to a credit spread adjustment equal to 0.100% per annum. Any loan under the Delayed Draw Term Facility may be prepaid at any time without premium, and it may not be reborrowed.

Other Term Loans

At September 30, 2020, there was $648.9 million outstanding on the five-year unsecured term loan we entered into with Wells Fargo, as administrative agent, on March 7, 2018. During the first quarter of fiscal 2021, we paid off the term loan primarily using cash on hand.

On June 7, 2019, we entered into a $300.0 million credit agreement providing for a five-year unsecured term loan with Bank of America, N.A., as administrative agent. The facility was scheduled to mature on June 7, 2024. In fiscal 2021, we repaid the $300.0 million outstanding at September 30, 2020 using cash and cash equivalents which resulted in the facility being terminated.

Receivables Securitization Facility

On March 12, 2021, we amended our existing $700.0 million receivables securitization agreement (the “Receivables Securitization Facility”), extended the maturity to March 11, 2024 and established the transition to SOFR at a future date from a blend of the market rate for asset-backed commercial paper and the one-month LIBOR rate plus a credit spread, and revised certain fees. The current borrowing rate consists of a blend of the market rate for asset-backed commercial paper and the one-month LIBOR rate plus a credit spread of 0.90%. The commitment fee was 0.35% and 0.35% as of September 30, 2022 and September 30, 2021, respectively. At September 30, 2022 and September 30, 2021, maximum available borrowings, excluding amounts outstanding under the Receivables Securitization Facility, were $700.0 million and $690.3 million, respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at September 30, 2022 and September 30, 2021 were approximately $1,390.5 million and $1,318.4 million, respectively. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the Receivables Securitization Facility. At September 30, 2022 and September 30, 2021 there were no amounts outstanding under this facility.

Borrowing availability under this facility is based on the eligible underlying accounts receivable and compliance with certain covenants. The agreement governing the Receivables Securitization Facility contains restrictions, including, among others, on the creation of certain liens on the underlying collateral. We test and report our compliance with these covenants monthly; we were in compliance with all of these covenants at September 30, 2022. The Receivables Securitization Facility includes certain restrictions on what constitutes eligible receivables under the facility and allows for the exclusion of eligible receivables of specific obligors each calendar year subject to the following restrictions: (i) the aggregate of excluded receivables may not exceed 7.5% of eligible receivables under the Receivables Securitization Facility and (ii) the excluded receivables of each obligor may not exceed 2.5% of the aggregate outstanding balance.

Commercial Paper Program

On December 7, 2018, we established an unsecured commercial paper program with WRKCo as the issuer. Under the program, we may issue short-term unsecured commercial paper notes in an aggregate principal amount at any time not to exceed $1.0 billion with up to 397-day maturities. The program has no expiration date and can be terminated by either the agent or us with not less than 30 days’ notice. Our Revolving Credit Facility is (and, prior to July 7, 2022, the Prior Revolving Credit Facility was) intended to backstop the commercial paper program.

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Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. At September 30, 2022 and 2021, there was no amount outstanding.

International and Other Debt

Brazil Export Credit Note

On January 18, 2021, we entered into a credit agreement to provide for R$500.0 million of a senior unsecured term loan of WestRock Celulose, Papel E Embalagens Ltda. (a subsidiary of the Company), as borrower, and the Company, as guarantor. The outstanding amount of the principal will be repaid in equal, semiannual installments beginning on January 19, 2023 until the facility matures on January 19, 2026. The proceeds borrowed are to be used to support the production of goods or acquisition of inputs that are essential or ancillary to export activities. Loans issued under the facility will bear interest at a floating rate based on Brazil’s Certificate of Interbank Deposit rate plus a spread of 2.50%. At September 30, 2022 and 2021, there was R$500.0 million ($92.7 million) outstanding and R$500.0 million ($92.3 million) outstanding, respectively.

Brazil Delayed Draw Credit Facilities

On April 10, 2019, we entered into a credit agreement to provide for R$750.0 million of senior unsecured term loans with an incremental R$250.0 million accordion feature to be repaid in equal, semiannual installments beginning on April 10, 2021 until maturity on April 10, 2024 (the “Brazil Delayed Draw Credit Facilities”). The proceeds of the Brazil Delayed Draw Credit Facilities were used to support the production of goods or acquisition of inputs essential or ancillary to export activities. On September 16, 2022, we repaid the facility in full, which resulted in the facility being terminated. The Brazil Delayed Draw Credit Facilities were senior unsecured obligations of Rigesa Celulose, Papel E Embalagens Ltda. (a subsidiary of the Company), as borrower, and the Company, as guarantor. Loans issued under the Brazil Delayed Draw Credit Facilities bore interest at a floating rate based on Brazil’s Certificate of Interbank Deposit rate plus a spread of 1.50%. At September 30, 2021, the carrying value of the facility was R$639.2 million ($118.0 million).

Aggregate Maturities of Debt

As of September 30, 2022, the aggregate maturities of debt, excluding finance lease obligations, for the succeeding five fiscal years and thereafter are as follows (in millions):

Fiscal 2023	$	178.6
Fiscal 2024		529.0
Fiscal 2025		893.8
Fiscal 2026		765.1
Fiscal 2027		501.1
Thereafter		4,498.5
Fair value of debt step-up, deferred financing costs and unamortized    bond discounts		133.6
Total	$	7,499.7

See “Note 14. Leases” of the Notes to Consolidated Financial Statements for the aggregate maturities of finance lease obligations for the succeeding five fiscal years and thereafter.

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Note 14. Leases

Components of Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases (in millions):

	Years Ended September 30,
	2022			2021			2020
Operating lease costs	$	218.1		$	211.0		$	201.2
Variable and short-term lease costs		122.8			104.6			105.5
Sublease income		(6.1	)		(8.9	)		(6.7	)
Finance lease cost:
Amortization of lease assets		15.1			9.6			10.5
Interest on lease liabilities		7.9			7.2			7.9
Total lease cost, net	$	357.8		$	323.5		$	318.4

Supplemental Balance Sheet Information Related to Leases

The table below presents the lease-related assets and liabilities recorded on the balance sheet (in millions):

		September 30,
	Consolidated Balance Sheet Caption	2022			2021
Operating leases:
Operating lease right-of-use asset	Other assets	$	699.6		$	676.0
Current operating lease liabilities	Other current liabilities	$	191.9		$	177.9
Noncurrent operating lease liabilities	Other long-term liabilities		551.1			537.9
Total operating lease liabilities		$	743.0		$	715.8
Finance leases:
Property, plant and equipment		$	177.4		$	143.2
Accumulated depreciation			(37.3	)		(28.3	)
Property, plant and equipment, net		$	140.1		$	114.9
Current finance lease liabilities	Current portion of debt	$	14.5		$	8.7
Noncurrent finance lease liabilities	Long-term debt due after one year		273.0			255.4
Total finance lease liabilities		$	287.5		$	264.1

Our finance lease portfolio includes certain assets that are either fully depreciated or transferred for which the lease arrangement requires a one-time principal repayment on the maturity date of the lease obligation.

Lease Term and Discount Rate

	September 30,
	2022			2021
Weighted average remaining lease term:
Operating leases	5.0 years			5.4 years
Finance leases	7.3 years			8.3 years
Weighted average discount rate:
Operating leases		2.7	%		2.4	%
Finance leases		4.2	%		4.1	%

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Supplemental Cash Flow Information Related to Leases

The table below presents supplemental cash flow information related to leases (in millions):

	Years Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	214.8	$	227.0
Operating cash flows related to finance leases	$	8.8	$	8.3
Financing cash flows related to finance leases	$	14.8	$	9.1
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	184.6	$	160.9

Maturity of Lease Liabilities

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the balance sheet (in millions):

	September 30, 2022
	Operating Leases			Finance Leases			Total
Fiscal 2023	$	208.9		$	21.7		$	230.6
Fiscal 2024		174.8			20.9			195.7
Fiscal 2025		134.3			19.7			154.0
Fiscal 2026		101.2			16.8			118.0
Fiscal 2027		72.4			95.8			168.2
Thereafter		109.3			186.3			295.6
Total lease payments		800.9			361.2			1,162.1
Less: Interest (1)		(57.9	)		(73.7	)		(131.6	)
Present value of future lease payments	$	743.0		$	287.5		$	1,030.5

(1)Calculated using the interest rate for each lease.

Note 15. Special Purpose Entities

Pursuant to a sale of certain large-tract forestlands in 2007, a special purpose entity MWV Timber Notes Holding, LLC (“MWV TN”) received, and WestRock assumed upon the strategic combination of Rock-Tenn Company and MeadWestvaco Corporation’s respective businesses (the “Combination”), an installment note receivable in the amount of $398.0 million (“Timber Note”). The Timber Note does not require any principal payments until its maturity in October 2027 and bears interest at a rate approximating LIBOR. In addition, the Timber Note is supported by a bank-issued irrevocable letter of credit obtained by the buyer of the forestlands. The Timber Note is not subject to prepayment in whole or in part prior to maturity. The bank’s credit rating as of October 2022 was investment grade. We expect to complete the LIBOR transition for this installment note by the June 30, 2023 deadline when the rates cease publication.

Using the Timber Note as collateral, MWV TN received $338.3 million in proceeds under a secured financing agreement with a bank. Under the terms of the agreement, the liability from this transaction is non-recourse to the Company and is payable from the Timber Note proceeds upon its maturity in October 2027. As a result, the Timber Note is not available to satisfy any obligations of WestRock. MWV TN can elect to prepay at any time the liability in whole or in part, however, given that the Timber Note is not prepayable, MWV TN expects to only repay the liability at maturity from the Timber Note proceeds.

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The Timber Note and the secured financing liability were fair valued on the opening balance sheet in connection with the Combination. As of September 30, 2022, the Timber Note was $379.4 million and is included within Restricted assets held by special purpose entities on the consolidated balance sheets and the secured financing liability was $329.5 million and is included within Non-recourse liabilities held by special purpose entities on the consolidated balance sheets.

Pursuant to the sale of MWV’s remaining U.S. forestlands, which occurred on December 6, 2013, another special purpose entity MWV Timber Notes Holding Company II, LLC (“MWV TN II”) received, and WestRock assumed upon the Combination, an installment note receivable in the amount of $860.0 million (the “Installment Note”). The Installment Note does not require any principal payments until its maturity in December 2023 and bears interest at a fixed rate of 5.207%. However, at any time during a 180-day period following receipt by the borrower of notice from us that we intend to withhold our consent to any amendment or waiver of this Installment Note that was requested by the borrower and approved by any eligible assignees, the borrower may prepay the Installment Note in whole but not in part for cash at 100% of the principal, plus accrued but unpaid interest, breakage, or other similar amount if any. As of September 30, 2022, no event had occurred that would allow for the prepayment of the Installment Note. We monitor the credit quality of the borrower and receive quarterly compliance certificates. The borrower’s credit rating as of October 2022 was investment grade.

Using the Installment Note as collateral, MWV TN II received $774.0 million in proceeds under a secured financing agreement with a bank. Under the terms of the agreement, the liability from this transaction is non-recourse to WestRock and is payable from the Installment Note proceeds upon its maturity in December 2023. As a result, the Installment Note is not available to satisfy any obligations of WestRock. MWV TN II can elect to prepay, at any time, the liability in whole or in part, with sufficient notice, but would avail itself of this provision only in the event the Installment Note was prepaid in whole or in part. The secured financing agreement however requires a mandatory repayment, up to the amount of cash received, if the Installment Note is prepaid in whole or in part.

The Installment Note and the secured financing liability were fair valued on the opening balance sheet in connection with the Combination. As of September 30, 2022, the Installment Note was $873.6 million and is included within Restricted assets held by special purpose entities on the consolidated balance sheets and the secured financing liability was $788.3 million and is included within Non-recourse liabilities held by special purpose entities on the consolidated balance sheets.

Note 16. Related Party Transactions

We sell products to affiliated companies. Net sales to the affiliated companies for the fiscal years ended September 30, 2022, 2021 and 2020 were approximately $238.5 million, $237.7 million and $311.5 million, respectively. Accounts receivable due from the affiliated companies at September 30, 2022 and 2021 was $27.2 million and $33.5 million, respectively, and was included in Accounts receivable on our consolidated balance sheets.

Note 17. Commitments and Contingencies

Capital Additions

Estimated costs for future purchases of fixed assets that we are obligated to purchase as of September 30, 2022 total approximately $371 million.

Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve discharges to water, air emissions, water intake and waste handling and disposal activities. These processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as the requirements of environmental permits and similar authorizations issued by various governmental authorities. Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities. Additionally, the use and handling of various chemicals or hazardous materials require release prevention plans and emergency response procedures. Our integrated chemical pulping mills in the U.S. and Brazil are subject to numerous and more complex environmental programs and regulations,

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but all of WestRock’s manufacturing facilities have environmental compliance obligations. We have incurred, and expect that we will continue to incur, significant capital, operating and other expenditures complying with applicable environmental laws and regulations including, for example, projects to replace and/or upgrade our air pollution control devices, wastewater treatment systems, and other environmental infrastructure. Changes in these laws, as well as litigation relating to these laws, could result in more stringent or additional environmental compliance obligations for the Company that may require additional capital investments or increase our operating costs.

We are involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. Although the ultimate outcome of these proceedings cannot be predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows.

We face potential liability under federal, state, local and international laws as a result of releases, or threatened releases, of hazardous substances into the environment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited. Generators of hazardous substances sent to off-site disposal locations at which environmental contamination exists, as well as the owners of those sites and certain other classes of persons, are liable for response costs for the investigation and remediation of such sites under Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and analogous laws. While joint and several liability is authorized under CERCLA, liability is typically shared with other potentially responsible parties (“PRPs”) and costs are commonly allocated according to relative amounts of waste deposited and other factors.

In addition, certain of our current or former locations are being investigated or remediated under various environmental laws, including CERCLA. Based on information known to us and assumptions, we do not believe that the costs of these investigation and remediation projects will have a material adverse effect on our results of operations, financial condition or cash flows. However, the discovery of contamination or the imposition of additional obligations, including natural resources damages at these or other sites in the future, could impact our results of operations, financial condition or cash flows.

We believe that we can assert claims for indemnification pursuant to existing rights we have under certain purchase and other agreements in connection with certain remediation sites. In addition, we believe that we have insurance coverage, subject to applicable deductibles or retentions, policy limits and other conditions, for certain environmental matters. However, there can be no assurance that we will be successful with respect to any claim regarding these insurance or indemnification rights or that, if we are successful, any amounts paid pursuant to the insurance or indemnification rights will be sufficient to cover all our costs and expenses. We also cannot predict whether we will be required to perform remediation projects at other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed current reserves. In addition, we cannot currently determine the impact that future changes in cleanup standards or federal, state or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows.

As of September 30, 2022, we had $7.4 million reserved for environmental liabilities on an undiscounted basis, of which $1.5 million is included in Other long-term liabilities and $5.9 million is included in Other current liabilities on the consolidated balance sheets, including amounts accrued in connection with environmental obligations relating to manufacturing facilities that we have closed. We believe the liability for these matters was adequately reserved at September 30, 2022.

Climate Change

Climate change presents risks and uncertainties for us. With respect to physical risks, our physical assets and infrastructure, including our manufacturing operations, have been, and may be in future periods impacted by weather-related events such as hurricanes and floods, potentially resulting in items such as physical damage to our facilities and lost production. Unpredictable weather patterns also may result in supply chain disruptions and increased material costs, such as through impacts to virgin fiber supplies and prices, which may fluctuate during prolonged periods of heavy rain or drought or during tree disease or insect epidemics that may be caused by

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variations in climate conditions. On the other hand, changes in climate also could result in more accommodating weather patterns for greater periods of time in certain areas, which may create favorable fiber market conditions. We incorporate a review of meteorological forecast data into our fiber procurement decisions and strategies. To the extent that severe weather-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our results of operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely impacted.

Responses to climate change may result in regulatory risks as new laws and regulations aimed at reducing GHG emissions come into effect. These rules and regulations could take the form of cap-and-trade, carbon taxes, or GHG reductions mandates for utilities that could increase the cost of purchased electricity. New climate rules and regulations also may result in higher fossil fuel prices or fuel efficiency standards that could increase transportation costs. Certain jurisdictions in which we have manufacturing facilities or other investments have already taken actions to address climate change. In addition to these national efforts, some U.S. states in which we have manufacturing operations, including Washington, New York and Virginia, are taking measures to reduce GHG emissions, such as requiring GHG emissions reporting or developing regional cap-and-trade programs.

Several of our international facilities are located in countries that have already adopted GHG emissions trading programs. Other countries in which we conduct business, including China, European Union member states and India, have set GHG reduction targets in accordance with the agreement among over 170 countries that established the Paris Agreement, which became effective in November 2016 and which the United States formally rejoined in February 2021.

We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we monitor developments in climate related laws, regulations and policies to assess the potential impact of such developments on our results of operations, financial condition, cash flows and disclosure obligations. Compliance with climate programs may require future expenditures to meet GHG emission reduction obligations in future years. These obligations may include carbon taxes, the requirement to purchase GHG credits, or the need to acquire carbon offsets. Also, we may be required to make capital and other investments to displace traditional fossil fuels, such as fuel oil and coal, with lower carbon alternatives, such as biomass and natural gas.

Brazil Tax Liability

We are challenging claims by the Brazil Federal Revenue Department that we underpaid tax, penalties and interest associated with a claim that a subsidiary of MeadWestvaco Corporation (the predecessor of WestRock MWV, LLC) had reduced its tax liability related to the goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to 2012. The tax and interest claim relating to tax years 2009 to 2012 was finalized and is now the subject of an annulment action we filed in the Brazil federal court. CARF notified us of its final decision regarding the tax, penalties and interest claims relating to tax years 2003 to 2008 in June 2020. We have filed an annulment action in Brazil federal court with respect to that decision as well. The dispute related to penalties for tax years 2009 to 2012 remains before CARF.

We assert that we have no liability in these matters. The total amount in dispute before CARF and in the annulment actions relating to the claimed tax deficiency was R$732 million ($136 million) as of September 30, 2022, including various penalties and interest. The U.S. dollar equivalent has fluctuated significantly due to changes in exchange rates. The amount of our uncertain tax position reserve for this matter, which excludes certain penalties, is included in the unrecognized tax benefits table. See “Note 6. Income Taxes”. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows and results of operations or materially benefit our results of operations in future periods depending upon their ultimate resolution.

Other Litigation

During fiscal 2018, we submitted formal notification to withdraw from the PIUMPF and recorded a liability associated with the withdrawal. Subsequently, in fiscal 2019 and 2020, we received demand letters from PIUMPF, including a demand for withdrawal liabilities and for our proportionate share of PIUMPF’s accumulated funding deficiency, and we refined our liability, the impact of which was not significant. We began making monthly payments

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for the PIUMPF withdrawal liabilities in fiscal 2020, excluding the accumulated funding deficiency demands. We dispute the PIUMPF accumulated funding deficiency demands. In February 2020, we received a demand letter from PIUMPF asserting that we owe $51.2 million for our pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. Similarly, in April 2020, we received an updated demand letter related to a subsidiary of ours asserting that we owe $1.3 million of additional accumulated funding deficiency, including interest. In July 2021, the PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency, along with interest, liquidated damages and attorney’s fees. We believe we are adequately reserved for this matter. See “Note 5. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements for more information regarding our withdrawal liabilities.

We have been named a defendant in asbestos-related personal injury litigation. To date, the costs resulting from the litigation, including settlement costs, have not been significant. As of September 30, 2022, there were approximately 2,075 such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy limits, with respect to asbestos claims. We also have valid defenses to these asbestos-related personal injury claims and intend to continue to defend them vigorously. Should the volume of litigation grow substantially, it is possible that we could incur significant costs resolving these cases. We do not expect the resolution of pending asbestos litigation and proceedings to have a material adverse effect on our results of operations, financial condition or cash flows. In any given period or periods, however, it is possible such proceedings or matters could have an adverse effect on our results of operations, financial condition or cash flows. At September 30, 2022, we had $12.9 million reserved for these matters.

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or other proceedings against us cannot be predicted, we believe the resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

Indirect Tax Claim

In March 2017, the Supreme Court of Brazil issued a decision concluding that certain state value added tax should not be included in the calculation of federal gross receipts taxes. Subsequently, in fiscal 2019 and 2020, the Supreme Court of Brazil rendered favorable decisions on eight of our cases granting us the right to recover certain state value added tax. The tax authorities in Brazil filed a Motion of Clarification with the Supreme Court of Brazil. Based on our evaluation and the opinion of our tax and legal advisors, we believe the decision reduced our gross receipts tax in Brazil prospectively and retrospectively, and will allow us to recover tax amounts collected by the government. Due to the volume of invoices being reviewed (January 2002 to September 2019), we recorded the estimated recoveries across several periods beginning in the fourth quarter of fiscal 2019 as we reviewed the documents and the amount became estimable. In May 2021, the Supreme Court of Brazil judged the Motion of Clarification and concluded on the gross methodology, which was consistent with our evaluation and that of our tax and legal advisors. In fiscal 2021, we recorded a receivable for our expected recovery and interest that consisted primarily of a $0.6 million reduction of Cost of goods sold and $0.3 million reduction of Interest expense, net. In fiscal 2020, we recorded a $51.9 million receivable for our expected recovery and interest that consisted primarily of a $32.1 million reduction of Cost of goods sold and $20.5 million reduction of Interest expense, net. We are monitoring the status of our remaining cases, and subject to the resolution in the courts, we may record additional amounts in future periods.

Guarantees

We make certain guarantees in the normal course of conducting our operations, for compliance with certain laws and regulations, or in connection with certain business dispositions. The guarantees include items such as funding of net losses in proportion to our ownership share of certain joint ventures, debt guarantees related to certain unconsolidated entities acquired in acquisitions, indemnifications of lessors in certain facilities and equipment operating leases for items such as additional taxes being assessed due to a change in tax law and certain other agreements. We estimate our exposure to these matters to be less than $50 million. As of September 30, 2022 and 2021, we had recorded $0.8 million and $2.3 million, respectively, for the estimated fair value of these guarantees. We are unable to estimate our maximum exposure under operating leases because it

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is dependent on potential changes in the tax laws; however, we believe our exposure related to guarantees would not have a material impact on our results of operations, financial condition or cash flows.

Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive loss by component for the fiscal years ended September 30, 2022 and 2021 (in millions):

	Deferred (Loss) Income on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total (1)
Balance at September 30, 2020	$	(5.6	)	$	(727.7	)	$	(586.6	)	$	(1,319.9	)
Other comprehensive (loss) income before    reclassifications		(0.1	)		161.7			124.2			285.8
Amounts reclassified from accumulated    other comprehensive loss		5.5			29.5			—			35.0
Net current period other comprehensive    income		5.4			191.2			124.2			320.8
Balance at September 30, 2021	$	(0.2	)	$	(536.5	)	$	(462.4	)	$	(999.1	)
Other comprehensive loss before    reclassifications		(10.3	)		(217.1	)		(241.2	)		(468.6	)
Amounts reclassified from accumulated    other comprehensive loss		1.4			12.0			—			13.4
Net current period other comprehensive loss		(8.9	)		(205.1	)		(241.2	)		(455.2	)
Balance at September 30, 2022	$	(9.1	)	$	(741.6	)	$	(703.6	)	$	(1,454.3	)

(1)All amounts are net of tax and noncontrolling interest.

The net of tax amounts were determined using the jurisdictional statutory rates, and reflect effective tax rates averaging 25% to 26%, 25% to 26% and 28% to 29% for fiscal 2022, 2021 and 2020, respectively. Although we are impacted by the exchange rates of a number of currencies to varying degrees by period, our foreign currency translation adjustments recorded in accumulated other comprehensive loss primarily relate to the Brazilian Real, British Pound, Canadian dollar, Mexican Peso, Polish Zloty, Chinese Yuan and Japanese Yen each against the U.S. dollar.

In fiscal 2022, we entered into various natural gas commodity derivatives to hedge the pricing risk associated with our forecasted natural gas purchases. We have designated these derivatives as cash flow hedges for accounting purposes. Therefore, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Fair value measurements for our natural gas commodity derivatives are classified under Level 2 because such measurements are estimated based on observable inputs such as commodity future prices. At September 30, 2022, the notional amount of our natural gas commodity derivatives was 18.3 million MMBtu, which are scheduled to be settled approximately over the next year. Our natural gas hedging positions are entered in layers over multiple months and up to 12 months in advance to achieve a targeted hedging volume of up to 80% of our anticipated NYMEX-based natural gas purchases (which make up roughly half of the total natural gas purchases for our North American mills). At September 30, 2022, we were in a liability position of $12.0 million recorded in Other current liabilities on our consolidated balance sheet. We have the right of offset and disclose our positions net by counterparty. At September 30, 2022, we have offset $2.3 million of asset positions with liability positions by counterparty. In fiscal 2022, we recorded $1.8 million of net realized losses in Cost of goods sold related to our natural gas commodity derivatives.

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The following table summarizes the reclassifications out of accumulated other comprehensive loss by component for the fiscal years ended September 30, 2022 and 2021 (in millions):

	Years Ended September 30,
	2022								2021
	Pre-Tax			Tax		Net of Tax			Pre-Tax			Tax		Net of Tax
Amortization of defined benefit pension and    postretirement items: (1)
Actuarial losses (2)	$	(7.8	)	$	1.9	$	(5.9	)	$	(33.3	)	$	8.3	$	(25.0	)
Prior service costs (2)		(8.2	)		2.1		(6.1	)		(6.0	)		1.5		(4.5	)
Subtotal defined benefit plans		(16.0	)		4.0		(12.0	)		(39.3	)		9.8		(29.5	)
Derivative Instruments: (1)
Interest rate swap hedge loss (3)		—			—		—			(7.4	)		1.9		(5.5	)
Natural gas commodity hedge loss (4)		(1.8	)		0.4		(1.4	)		—			—		—
Subtotal derivative instruments		(1.8	)		0.4		(1.4	)		(7.4	)		1.9		(5.5	)
Total reclassifications for the period	$	(17.8	)	$	4.4	$	(13.4	)	$	(46.7	)	$	11.7	$	(35.0	)

(1)Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.

(2)These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “Note 5. Retirement Plans” for additional information.

(3)These accumulated other comprehensive income components are included in Interest expense, net.

(4)These accumulated other comprehensive income components are included in Cost of goods sold.

A summary of the components of other comprehensive income (loss), including noncontrolling interest, for the years ended September 30, 2022, 2021 and 2020, is as follows (in millions):

Fiscal 2022	Pre-Tax			Tax			Net of Tax
Foreign currency translation loss	$	(241.5	)	$	—		$	(241.5	)
Deferred loss on cash flow hedges		(13.8	)		3.5			(10.3	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		1.8			(0.4	)		1.4
Net actuarial loss arising during period		(289.1	)		72.8			(216.3	)
Amortization and settlement recognition of net actuarial loss		8.4			(2.0	)		6.4
Prior service cost arising during the period		(0.2	)		—			(0.2	)
Amortization of prior service cost		8.2			(2.1	)		6.1
Consolidated other comprehensive loss		(526.2	)		71.8			(454.4	)
Less: Other comprehensive income attributable to noncontrolling    interests		(1.1	)		0.3			(0.8	)
Other comprehensive loss attributable to common    stockholders	$	(527.3	)	$	72.1		$	(455.2	)

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Fiscal 2021	Pre-Tax			Tax			Net of Tax
Foreign currency translation gain	$	124.3		$	—		$	124.3
Deferred loss on cash flow hedges		(0.1	)		—			(0.1	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		7.4			(1.9	)		5.5
Net actuarial gain arising during period		222.2			(56.6	)		165.6
Amortization and settlement recognition of net actuarial loss		33.9			(8.4	)		25.5
Prior service cost arising during the period		(5.6	)		1.4			(4.2	)
Amortization of prior service cost		6.0			(1.5	)		4.5
Consolidated other comprehensive income		388.1			(67.0	)		321.1
Less: Other comprehensive income attributable to noncontrolling    interests		(0.3	)		—			(0.3	)
Other comprehensive income attributable to common    stockholders	$	387.8		$	(67.0	)	$	320.8

Fiscal 2020	Pre-Tax			Tax			Net of Tax
Foreign currency translation loss	$	(215.0	)	$	—		$	(215.0	)
Deferred loss on cash flow hedges		(13.3	)		3.3			(10.0	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		4.9			(1.3	)		3.6
Net actuarial gain arising during period		34.6			(10.4	)		24.2
Amortization and settlement recognition of net actuarial loss		48.3			(12.9	)		35.4
Prior service cost arising during the period		(26.9	)		7.3			(19.6	)
Amortization of prior service cost		5.1			(1.3	)		3.8
Consolidated other comprehensive loss		(162.3	)		(15.3	)		(177.6	)
Less: Other comprehensive loss attributable to noncontrolling    interests		0.3			—			0.3
Other comprehensive loss attributable to common    stockholders	$	(162.0	)	$	(15.3	)	$	(177.3	)

Note 19. Stockholders’ Equity

Capitalization

Our capital stock consists solely of Common Stock. Holders of our Common Stock are entitled to one vote per share. Our amended and restated certificate of incorporation also authorizes preferred stock, of which no shares have been issued. The terms and provisions of such shares will be determined by our board of directors upon any issuance of such shares in accordance with our certificate of incorporation.

Stock Repurchase Plan

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of our Common Stock, representing approximately 15% of our outstanding Common Stock as of July 1, 2015. On May 4, 2022, our board of directors authorized a new repurchase program of up to 25.0 million shares of our Common Stock, plus any unutilized shares left from the July 2015 authorization. The 25.0 million shares represent an additional authorization of approximately 10% of our outstanding Common Stock. The shares of our Common Stock may be repurchased over an indefinite period of time at the discretion of management. In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an aggregate cost of $597.5 million. In fiscal 2021, we repurchased approximately 2.5 million shares of our Common Stock for an aggregate cost of $125.1 million. In fiscal 2020, we repurchased no shares of our Common Stock. The amount reflected as purchased in the consolidated statements of cash flows varies due to the timing of share settlement. As of September 30, 2022, we had approximately 29.0 million shares of Common Stock available for repurchase under the program.

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Note 20. Share-Based Compensation

Share-based Compensation Plans

At our Annual Meeting of Stockholders held on January 29, 2021, our stockholders approved the WestRock Company 2020 Incentive Stock Plan. The 2020 Incentive Stock Plan, as amended, allows for the granting of 4.95 million shares of options, restricted stock, restricted stock units and SARs to employees and our non-employee directors. As of September 30, 2022, there were 3.1 million shares available to be granted under this plan, assuming the performance stock units previously granted vest at maximum. At our Annual Meeting of Stockholders held on February 2, 2016, our stockholders approved the WestRock Company 2016 Incentive Stock Plan. The 2016 Incentive Stock Plan was amended and restated on February 2, 2018 (the “Amended and Restated 2016 Incentive Stock Plan”). The Amended and Restated 2016 Incentive Stock Plan allows for the granting of 11.7 million shares of options, restricted stock, restricted stock units and SARs to employees and our non-employee directors. As of September 30, 2022, there were 0.9 million shares available to be granted under this plan, assuming the performance stock units previously granted vest at maximum. In addition, there were 12.4 million shares available for grant under prior plans approved by stockholders and plans assumed upon mergers and acquisitions; we do not expect to make any new awards under those plans.

Our results of operations for the fiscal years ended September 30, 2022, 2021 and 2020 include share-based compensation expense of $93.3 million, $88.6 million and $130.3 million, respectively. The higher amount in fiscal 2020 was due to restricted stock units granted in fiscal 2020 to satisfy certain annual bonus incentives in connection with the WestRock Pandemic Action Plan. The total income tax benefit in the results of operations in connection with share-based compensation was $23.3 million, $22.3 million and $33.2 million, for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.

Cash received from share-based payment arrangements for the fiscal years ended September 30, 2022, 2021 and 2020 was $28.9 million, $57.5 million and $32.4 million, respectively.

Stock Options and Stock Appreciation Rights

We did not grant any stock options or SARs in fiscal 2022, 2021 and 2020. Outstanding stock options granted under our plans generally have an exercise price equal to the closing market price on the date of the grant, generally vested in three years, in either one tranche or in approximately one-third increments, and have 10-year contractual terms. However, a portion of our grants are subject to earlier expense recognition due to retirement eligibility rules. Presently, other than circumstances such as death, disability and retirement, grants will include a provision requiring both a change of control and termination of employment to accelerate vesting.

When options are granted, we estimate the fair value of stock options granted using a Black-Scholes option pricing model. We use historical data to estimate option exercises and employee terminations in determining the expected term in years for stock options. Expected volatility is calculated based on the historical volatility of our stock. The risk-free interest rate is based on U.S. Treasury securities in effect at the date of the grant of the stock options. The dividend yield is estimated based on our historic annual dividend payments and current expectations for the future.

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The table below summarizes the changes in all stock options during the fiscal year ended September 30, 2022:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at September 30, 2021		1,845,672		$	38.79
Exercised		(567,648	)		31.44
Expired		(195,099	)		52.27
Outstanding at September 30, 2022		1,082,925		$	40.22		1.8	$	1.3
Exercisable at September 30, 2022		1,082,925		$	40.22		1.8	$	1.3

The aggregate intrinsic value of options exercised during the years ended September 30, 2022, 2021 and 2020 was $8.6 million, $29.1 million and $11.8 million, respectively.

As of September 30, 2022, there was no remaining unrecognized compensation cost related to unvested stock options.

As part of the Combination, we issued SARs to replace outstanding MWV SARs. The SARs were valued using the Black-Scholes option pricing model. We measured compensation expense related to the SAR awards at the end of each period. We do not expect to issue additional SARs. The aggregate intrinsic value of SARs exercised during the years ended September 30, 2022, 2021 and 2020 was $0.1 million, $0.2 million and $0.2 million, respectively. There were no SARs outstanding at September 30, 2022.

Restricted Stock and Restricted Stock Units

In fiscal 2022, we granted restricted stock units to non-employee directors and certain of our employees. These grants represent the right to receive one share of Common Stock upon satisfaction of specified conditions. The vesting provisions for our employee awards may vary from grant to grant; however, vesting generally is contingent upon meeting various service and/or performance or market goals including, but not limited to, achievement of various financial targets such as, with respect to fiscal 2022, Cash Flow Per Share, Return on Invested Capital and relative Total Shareholder Return (each as defined in the award documents). Subject to the level of performance attained, the target award for our grants with a performance or market condition generally may increase up to 200% of target or decrease to zero depending upon the terms of the individual grant. The employee grants generally vest in three years. Presently, other than circumstances such as death, disability and retirement, the grants generally include a provision requiring both a change of control and termination of employment to accelerate vesting. The grantee is entitled to receive dividend equivalent units but will generally forfeit the restricted stock unit award and the dividend equivalents if the employee separates from us during the vesting period or if the predetermined goals are not accomplished. Our non-employee director awards generally vest over a period of up to one year and carry a service condition. Prior to fiscal 2022, our non-employee directors received their equity awards in the form of restricted stock, which carried dividend and voting rights prior to vesting. As mentioned above, in fiscal 2020 in connection with the WestRock Pandemic Action Plan, we issued restricted stock units to employees to satisfy certain annual bonus incentives. Those awards vested in October 2020 at 105% of target.

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The table below summarizes the changes in restricted stock units and restricted stock during the fiscal year ended September 30, 2022:

	Units/Shares			Weighted Average Grant Date Fair Value
Outstanding at September 30, 2021 (1)		4,977,459		$	42.02
Granted		2,365,554			45.24
Vested and released		(1,512,550	)		41.07
Forfeited		(929,834	)		42.77
Outstanding at September 30, 2022 (1)		4,900,629		$	43.73

(1)Target awards granted with a performance condition, net of subsequent forfeitures, may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The awards are reflected in the table at the target award amount of 100%. Based on current facts and assumptions, we are forecasting the performance of the aggregate outstanding grants to be attained at levels that would result in the issuance of approximately 0.8 million additional shares. However, actual performance may vary.

There was approximately $102.5 million of unrecognized compensation cost related to all unvested restricted units/shares as of September 30, 2022 to be recognized over a weighted average remaining vesting period of 1.5 years.

The following table represents a summary of restricted stock units and restricted stock granted in fiscal 2022, 2021 and 2020 with terms defined in the applicable grant letters (in units/shares).

	2022		2021		2020
Granted to non-employee directors		37,771		42,482		49,236
Granted to employees:
Granted for attainment of a performance condition at    an amount in excess of target (1)		263,918		—		—
Granted with a service condition and a Cash Flow Per    Share performance condition at target (2)		464,485		798,490		869,065
Granted with a service condition and a Return on    Invested Capital performance condition at target (2)		394,655		—		—
Granted with a service condition and a relative Total    Shareholder Return market condition at target (2)		45,470		127,050		152,595
Granted with a service condition (3)		1,159,255		1,009,387		889,030
Granted for annual bonus (4)		—		126,984		2,486,249
Total grants		2,365,554		2,104,393		4,446,175

(1)Grants in the table above include shares subsequently issued for the level of performance attained in excess of target. Shares issued in fiscal 2022 for the fiscal 2019 Cash Flow Per Share were at 151.3% of target. Shares issued in fiscal 2021 for the fiscal 2018 Cash Flow Per Share were at 89.3% of target, therefore, the remainder of the grant was forfeited. Shares issued in fiscal 2020 for the fiscal 2017 Cash Flow Per Share were at 98.8% of target, therefore, the remainder of the grant was forfeited.

(2)These employee grants vest over approximately three years and have adjustable ranges from 0 - 200% of target subject to the level of performance attained in the respective award agreement. The employee grants with a relative Total Shareholder Return condition were valued using a Monte Carlo simulation, the terms of which are outlined below.

(3)These grants vest over approximately three to four years.

(4)Reflects shares issued in fiscal 2021 for the fiscal 2020 restricted stock units granted for the annual bonus were at 105% of target.

The employee grants with a relative Total Shareholder Return market condition in fiscal 2022 were valued using a Monte Carlo simulation at $60.83 per unit. The significant assumptions used in valuing these grants included: an expected term of 3.0 years, an expected volatility of 46.7% and a risk-free interest rate of 1.5%.

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The employee grants with a relative Total Shareholder Return market condition in fiscal 2021 were valued using a Monte Carlo simulation at $53.69 per unit. The significant assumptions used in valuing these grants included: an expected term of 3.0 years, an expected volatility of 46.2% and a risk-free interest rate of 0.2%. In addition, we had a subsequent grant for an individual valued using a Monte Carlo simulation at $70.80 per unit, using an expected term of 2.9 years, an expected volatility of 47.0% and a risk free rate of 0.3%.

The employee grants with a relative Total Shareholder Return market condition in fiscal 2020 were valued using a Monte Carlo simulation at $45.14 per unit. The significant assumptions used in valuing these grants included: an expected term of 3.0 years, an expected volatility of 27.5% and a risk-free interest rate of 1.3%.

Expense is recognized on restricted stock units and restricted stock on a straight-line basis over the explicit service period or for performance-based grants over the explicit service period when we estimate that it is probable the performance conditions will be satisfied. Expense recognized on grants with a performance condition that affects how many units are ultimately awarded is based on the number of units expected to be awarded.

The following table represents a summary of restricted stock units and restricted stock vested and released as well as the corresponding aggregate fair value in fiscal 2022, 2021 and 2020 (in millions, except units/shares):

	2022		2021		2020
Vested and released		1,512,550		3,194,223		766,431
Aggregate fair value	$	68.7	$	125.1	$	29.6

Employee Stock Purchase Plan

At our Annual Meeting of Stockholders held on February 2, 2016, our stockholders approved the WestRock Company Employee Stock Purchase Plan (“ESPP”). Under the ESPP, shares of Common Stock are reserved for purchase by our qualifying employees. The ESPP allowed for the purchase of a total of approximately 2.5 million shares of Common Stock. During fiscal 2022, 2021 and 2020, employees purchased approximately 0.3 million, 0.3 million and 0.4 million shares, respectively, under the ESPP. We recognized $1.8 million, $1.9 million and $2.1 million of expense for fiscal 2022, 2021 and 2020, respectively, related to the 15% discount on the purchase price allowed to employees. As of September 30, 2022, approximately 1.0 million shares of Common Stock remained available for purchase under the ESPP.

Note 21. Earnings Per Share

The restricted stock grants to non-employee directors prior to fiscal 2022 were considered participating securities as they received non-forfeitable rights to dividends at the same rate as our Common Stock. As participating securities, we included these instruments in the earnings allocation in computing earnings per share under the two-class method described in ASC 260, “Earnings per Share”. Beginning in fiscal 2022, restricted stock units granted to non-employee directors are not considered participating securities as the rights to dividends accrued during the vesting period are forfeitable. The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data):

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	September 30,
	2022			2021			2020
Numerator:
Net income (loss) attributable to common stockholders	$	944.6		$	838.3		$	(690.9	)
Less: Distributed and undistributed income available to    participating securities		(0.1	)		(0.2	)		(0.1	)
Distributed and undistributed income (loss) available to    common stockholders	$	944.5		$	838.1		$	(691.0	)
Denominator:
Basic weighted average shares outstanding		259.5			265.2			259.2
Effect of dilutive stock options and non-participating securities		2.0			2.3			—
Diluted weighted average shares outstanding		261.5			267.5			259.2
Basic earnings (loss) per share attributable to common    stockholders	$	3.64		$	3.16		$	(2.67	)
Diluted earnings (loss) per share attributable to common    stockholders	$	3.61		$	3.13		$	(2.67	)

An aggregate of 0.5 million, 0.5 million and 4.2 million shares underlying options, restricted stock units and restricted stock in fiscal 2022, 2021 and 2020, respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive.

Note 22. Subsequent Events

In November 2022, we announced our entry into a definitive agreement to wholly divest our interior partitions converting operations (our ownership interest in RTS Packaging, LLC) and to sell our Chattanooga, TN uncoated recycled paperboard mill to our joint venture partner for $330 million, subject to a working capital adjustment. The transaction is expected to close in the first half of 2023, subject to the satisfaction of customary closing conditions, including regulatory approval.

In November 2022, we also announced our entry into a definitive agreement to sell our Eaton, IN, and Aurora, IL, uncoated recycled paperboard mills for $50 million, subject to a working capital adjustment. The transaction is expected to close in late 2022 or early 2023.

These divestitures align with our commitment to optimize our portfolio and focus our strategy on key end markets.

126

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

WestRock Company

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of WestRock Company (the Company) as of September 30, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended September 30, 2022, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2022, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 18, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

127

	Goodwill Impairment Assessment of the Corrugated Packaging Reporting Unit
Description of the Matter	As discussed in Note 1 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level. This requires management to estimate the fair value of the reporting units with goodwill allocated to them. The Company estimates the fair value based on a combination of the discounted cash flow method and guideline public-company method. As of September 30, 2022, the Company’s goodwill balance totaled $5,895.2 million, of which $2,802.8 million related to the Corrugated Packaging reporting unit. Auditing management’s goodwill impairment tests involved especially subjective judgments due to the significant estimation required in determining the fair value of the reporting units. In particular, the estimates of the fair value for the Company’s Corrugated Packaging reporting unit is sensitive to assumptions such as the discount rate, EBITDA multiples and expected future net cash flows, including projected operating results, long term growth rate and capital expenditures, which are affected by expectations about future market and economic conditions.
How We Addressed the Matter in Our Audit	We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process. For example, we tested controls over the estimation of the fair value of the reporting unit, including the Company’s controls over the valuation model, the mathematical accuracy of the valuation model and development of underlying assumptions used to estimate such fair value of the reporting unit. We also tested management’s review of the reconciliation of the aggregate estimated fair value of the reporting units to the market capitalization of the Company. To test the estimated fair value of the Company’s Corrugated Packaging reporting unit, our audit procedures included, among others, assessing the valuation methodology, determination of the guideline public companies, and the underlying data used by the Company in its analysis, including testing the significant assumptions discussed above. We compared the significant assumptions used by management to current industry and economic trends, changes to the Company’s business model and other relevant factors. We assessed the historical accuracy of management’s assumptions of future expected net cash flows and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We involved valuation specialists to assist in our evaluation of the valuation methodology and the significant assumptions, including the discount rate used in determining the fair value of the reporting unit. We also tested the reconciliation of the aggregate estimated fair value of the reporting units to the market capitalization of the Company.
	Uncertain Tax Positions
Description of the Matter	As discussed in Note 6 to the consolidated financial statements, the Company has unrecognized income tax benefits of $195.5 million related to its uncertain tax positions at September 30, 2022. The Company uses significant judgment in (1) determining whether a tax position, based solely on its technical merits, is more likely than not to be sustained upon examination, and (2) in measuring the tax benefit as the largest amount of benefit which is more likely than not to be realized upon ultimate settlement. The Company does not record any benefit for tax positions that do not meet the more-likely-than-not initial recognition threshold. Auditing management’s analysis of its uncertain tax positions and resulting unrecognized income tax benefits involved especially subjective and complex judgments because each tax position carries unique facts and circumstances that require interpretation of laws, regulations and legal rulings, and other factors.

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How We Addressed the Matter in Our Audit   We tested the Company’s controls that address the risks of material misstatement relating to uncertain tax positions. For example, we tested controls over management’s application of the two-step recognition and measurement principles, including management’s review of the inputs and resulting calculations of unrecognized income tax benefits.   To test the Company’s measurement and recording of its uncertain tax positions, our audit procedures included, among others, inspecting the Company’s analysis and related tax opinions to evaluate the assumptions the Company used to develop its uncertain tax positions and related unrecognized income tax benefit amounts by jurisdiction. We also tested the completeness and accuracy of the underlying data used by the Company to calculate its uncertain tax positions. For example, we compared the recorded unrecognized income tax benefits to similar positions in prior periods and assessed management’s consideration of current tax controversy and litigation trends in similar positions challenged by tax authorities. In addition, we involved tax subject matter resources to evaluate the application of relevant tax laws in the Company’s recognition determination. We also evaluated the Company’s income tax disclosures in relation to these matters included in Note 6 to the consolidated financial statements.

/s/ Ernst & Young LLP

We have served as the Company’s or its predecessor’s auditor since at least 1975, but we are unable to determine the specific year.

Atlanta, Georgia

November 18, 2022

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

WestRock Company

Opinion on Internal Control over Financial Reporting

We have audited WestRock Company’s internal control over financial reporting as of September 30, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, WestRock Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2022 and 2021, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended September 30, 2022, and the related notes and our report dated November 18, 2022, expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report On Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Ernst & Young LLP

Atlanta, Georgia

November 18, 2022

131

WESTROCK COMPANY

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s Responsibility for the Financial Statements

The management of WestRock Company is responsible for the preparation and integrity of the consolidated financial statements appearing in our Annual Report on Form 10-K. The financial statements were prepared in conformity with GAAP appropriate in the circumstances and, accordingly, include certain amounts based on our best judgments and estimates. Financial information in this Annual Report on Form 10-K is consistent with that in the financial statements.

Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements. Our internal control over financial reporting is supported by a program of internal audits and appropriate reviews by management, written policies and guidelines, careful selection and training of qualified personnel and a written code of conduct adopted by our board of directors that is applicable to all officers and employees of our Company and subsidiaries, as well as a code of conduct that is applicable to all of our directors.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013 framework). The scope of our efforts to comply with Section 404 of the Sarbanes-Oxley Act with respect to fiscal 2022 included all of our operations. Based on our assessment, management believes that we maintained effective internal control over financial reporting as of September 30, 2022. Our independent auditors, Ernst & Young LLP, an independent registered public accounting firm, are appointed by the Audit Committee of our board of directors. Ernst & Young LLP has audited and reported on the consolidated financial statements of WestRock Company, and has issued an attestation report on the effectiveness of our internal control over financial reporting. The report of the independent registered public accounting firm is contained in this Annual Report.

Audit Committee Responsibility

The Audit Committee of our board of directors, composed solely of directors who are independent in accordance with the requirements of the NYSE listing standards, the Exchange Act and our Corporate Governance Guidelines, meets with the independent auditors, management and internal auditors periodically to discuss internal control over financial reporting and auditing and financial reporting matters. The Audit Committee reviews with the independent auditors the scope and results of the audit effort. The Audit Committee also meets periodically with the independent auditors and the chief internal auditor without management present to ensure that the independent auditors and the chief internal auditor have free access to the Audit Committee. Our Audit Committee’s Report will be contained in our definitive proxy statement issued in connection with our 2023 annual meeting of stockholders and is incorporated herein by reference.

	DAVID B. SEWELL,
	Chief Executive Officer and President
	ALEXANDER W. PEASE,
	Executive Vice President and Chief Financial Officer
November 18, 2022

132

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosure.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and other procedures that are designed with the objective of ensuring the following:

•that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms; and

•that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our CEO and our Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.

We have performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2022, under the supervision and with the participation of our management, including our CEO and CFO. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of September 30, 2022, to provide reasonable assurance that we record, process, summarize and report the information we must disclose in reports that we file or submit under the Exchange Act within the time periods specified in the SEC's rules and forms and to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do. Management also noted that the design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and that there can be no assurance that any such design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Internal Control Over Financial Reporting

The report called for by Item 308(a) of Regulation S-K is incorporated herein by reference to Management’s Annual Report on Internal Control over Financial Reporting of WestRock Company, included in Part II, Item 8 of this report.

The attestation report called for by Item 308(b) of Regulation S-K is incorporated herein by reference to the Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting, included in Part II, Item 8 of this report.

Management has evaluated, with the participation of our CEO and CFO, changes in our internal controls over financial reporting during the quarter ended September 30, 2022. In connection with that evaluation, we have determined that there has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B. OTHER INFORMATION

Not applicable.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

EXECUTIVE OFFICERS

Identification of Executive Officers

The executive officers of the Company are as follows as of November 12, 2022:

Name	Age	Position Held
David B. Sewell	54	Chief Executive Officer and President
Alexander W. Pease	51	Executive Vice President and Chief Financial Officer
Patrick M. Kivits	55	President, Corrugated Packaging
John L. O’Neal	55	President, Global Paper
Samuel W. Shoemaker	60	President, Consumer Packaging
Thomas M. Stigers	59	President, Mill Operations
Vicki L. Lostetter	63	Chief Human Resources Officer
Julia A. McConnell	53	Senior Vice President and Chief Accounting Officer
Denise R. Singleton	60	Executive Vice President, General Counsel and Secretary

David B. Sewell has served as WestRock’s chief executive officer and president since March 2021. From March 2019 until joining WestRock, he served as president and chief operating officer of The Sherwin-Williams Company, a company in the paint and coating manufacturing industry (“Sherwin-Williams”). From August 2014 to March 2019, Mr. Sewell served as president of the performance coatings group at Sherwin-Williams. Prior to joining Sherwin-Williams in February 2007, Mr. Sewell spent 15 years working for General Electric Company.

Alexander W. Pease has served as WestRock’s executive vice president and chief financial officer since November 2021. From 2018 until joining WestRock, he served as executive vice president and chief financial officer of CommScope Holding Company, Inc., a global provider of infrastructure solutions for communication and entertainment networks. From 2016 to 2018, he served as executive vice president and chief financial officer of Snyder’s-Lance, Inc, a snack food producer. He served as a principal at McKinsey & Company in its global corporate finance and business functions practice from 2015 to 2016. From 2011 to 2015, he was senior vice president and chief financial officer of EnPro Industries, Inc. Before joining EnPro, he worked at McKinsey & Company and served in the U.S. Navy as a SEAL Platoon commander.

Patrick M. Kivits has served as WestRock’s president, corrugated packaging since August 2022. He previously served as WestRock’s president, consumer packaging from June 2021 until August 2022, as president, Multi Packaging Solutions from August 2020 until June 2021, and as executive vice president operations North America for Multi Packaging Solutions from November 2019 until August 2020. Prior to joining WestRock, Mr. Kivits spent 20 years in the specialty chemical industry, working for H.B. Fuller and Henkel in adhesives for the packaging industry.

John L. O’Neal has served as WestRock’s president, global paper since June 2021. He previously served as our executive vice president, global food and beverage from 2016 until June 2021. From 2012 to 2016, he served in senior leadership roles in the company’s corrugated packaging and paper solution businesses. Prior to joining WestRock, Mr. O’Neal spent 16 years working for Mirant Corporation.

Samuel W. Shoemaker has served as WestRock’s president, consumer packaging since August 2022. Mr. Shoemaker served as president and general manager of global packaging, coil and coatings, resins and colorants at Sherwin-Williams from June 2017 until his retirement from Sherwin-Williams in April 2021. He previously served as senior vice president of the global packaging coatings business unit at Valspar Corp. from 2012 until its acquisition by Sherwin-Williams in June 2017. Prior to that time, he held a variety of leadership roles at The Dow Chemical Company and Rohm and Haas.

Thomas M. Stigers has served as WestRock’s president, mill operations since June 2021. He previously served as our executive vice president, containerboard mills. Mr. Stigers joined WestRock in connection with its acquisition

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of Southern Container Corp. in 2008, where he served as vice president of Solvay Paperboard. Mr. Stigers has worked in the paper industry since 1987, including in various operational leadership roles with Champion International, Simpson Paper Company, Donohue Inc., and Abitibi-Consolidated Inc.

Vicki L. Lostetter has served as WestRock’s chief human resources officer since February 2018. She previously served as general manager, talent and organization capability and general manager, global talent management with Microsoft Corporation, a large multinational technology company. Prior to joining Microsoft, Ms. Lostetter served in various leadership roles within the human resources function with Coca-Cola Enterprises, Inc., The Coca-Cola Company and Honeywell, Inc.

Julia A. McConnell has served as WestRock’s senior vice president and chief accounting officer since June 2020. Prior to joining WestRock, Ms. McConnell worked for Carter’s, Inc., a designer and marketer of children's apparel, where she served as vice president, international & supply chain finance from 2018 to May 2020 and as vice president, finance and corporate controller from 2010 to 2019. Prior to that time, Ms. McConnell served in various finance leadership roles at PepsiCo, Inc. from 2004 to 2010, and spent 12 years with PricewaterhouseCoopers.

Denise R. Singleton has served as Westrock’s executive vice president, general counsel and secretary since March 2022. From October 2015 until joining WestRock, Ms. Singleton served as senior vice president, general counsel and corporate secretary of IDEX Corporation, an applied solutions provider serving a variety of niche markets. Ms. Singleton was senior vice president, general counsel, corporate secretary and chief compliance officer for SunCoke Energy, Inc. from March 2011 to October 2015 and held various roles at PPG Industries, Inc. before joining SunCoke.

All of our executive officers are elected annually by, and serve at the discretion of, the board of directors.

See Part I, Item 1 “Available Information” of this Form 10-K for information about our Code of Ethical Conduct for our Chief Executive Officer and Senior Financial Officers, including that any amendments to, or waiver from, any provision of such code required to be disclosed will be posted on our website. The remainder of the information required by this item will be contained in our definitive proxy statement issued in connection with our 2023 annual meeting of stockholders and is incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2023 annual meeting of stockholders and is incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The table below shows information with respect to all of our equity compensation plans as of September 30, 2022:

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)(2)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)(3)		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column a) (c)
2020 Incentive Stock Plan		5,129,021	$	—		3,137,731
2016 Incentive Stock Plan		2,613,417	$	2.44		895,701
2004 Incentive Stock Plan (1)		174,186	$	49.30		3,328,068
2005 Performance Incentive Plan (1)		564,232	$	45.05		9,100,265
KapStone Incentive Stock Plan		131,760	$	24.09		—
2016 Employee Stock Purchase Plan		—	$	—		1,006,724

(1)We do not expect to make additional grants of awards under this plan.

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(2)Includes 1,612,774 shares for the 2020 Incentive Stock Plan and 834,394 shares for the 2016 Incentive Stock Plan that may be issued pursuant to outstanding performance stock units as of September 30, 2022 assuming the achievement of performance conditions at maximum.

(3)For the 2020 Incentive Stock Plan, the 2016 Incentive Stock Plan and the KapStone Incentive Stock Plan, the amounts include restricted stock units and/or performance share stock units, which do not have exercise prices. There are no outstanding options under the 2020 Incentive Stock Plan; therefore the weighted-average exercise price is zero. The weighted average exercise price of outstanding options at September 30, 2022 was $29.83 for the 2016 Incentive Stock Plan and $24.26 for the KapStone Incentive Stock Plan.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2023 annual meeting of stockholders and is incorporated herein by reference.

Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2023 annual meeting of stockholders and is incorporated herein by reference.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements.

The following consolidated financial statements of our company and our consolidated subsidiaries and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8 of this report:

	Page Reference
Consolidated Statements of Operations for the years ended September 30, 2022, 2021 and 2020	62
Consolidated Statements of Comprehensive Income (Loss) for the years ended September 30,
2022, 2021 and 2020	63
Consolidated Balance Sheets as of September 30, 2022 and 2021	64
Consolidated Statements of Equity for the years ended September 30, 2022, 2021 and 2020	65
Consolidated Statements of Cash Flows for the years ended September 30, 2022, 2021 and 2020	66
Notes to Consolidated Financial Statements	67
Report of Independent Registered Public Accounting Firm	127
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial
Reporting	130
Management’s Annual Report on Internal Control Over Financial Reporting	132

2. Financial Statement Schedule of WestRock Company.

All schedules are omitted because they are not applicable or not required because this information is provided in the financial statements.

3. Exhibits.

See separate Exhibit Index attached hereto and incorporated herein.

(b) See Item 15(a)(3) and separate Exhibit Index attached hereto and incorporated herein.

(c) Not applicable.

Item 16. FORM 10-K SUMMARY

None.

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INDEX TO EXHIBITS

Exhibit Number	Description of Exhibits
3.1	Amended and Restated Certificate of Incorporation of WestRock Company, effective as of November 2, 2018 (incorporated by reference to Exhibit 3.1 of WestRock’s Current Report on Form 8-K filed on November 5, 2018).
3.2	Certificate of Correction to the Amended and Restated Certificate of Incorporation of WestRock Company dated November 13, 2018 (incorporated by reference to Exhibit 3.2 of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2018).
3.3	Second Amended and Restated Bylaws of WestRock Company, effective October 27, 2022 (incorporated by reference to Exhibit 3.1 of WestRock’s Current Report on Form 8-K filed on November 2, 2022).
4.1(a)	Indenture, dated as of August 24, 2017, by and among WestRock Company, WestRock MWV LLC, WestRock RKT Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of WestRock’s Current Report on Form 8-K filed on August 24, 2017).
4.1(b)	First Supplemental Indenture, dated as of August 24, 2017, to the Indenture dated as of August 24, 2017, by and among WestRock Company, WestRock MWV LLC, WestRock RKT Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of WestRock’s Current Report on Form 8-K filed on August 24, 2017).
4.1(c)	Second Supplemental Indenture, dated as of March 6, 2018, to the Indenture dated as of August 24, 2017, by and among WestRock Company, WestRock MWV LLC, WestRock RKT Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of WestRock’s Current Report on Form 8-K filed on March 6, 2018).
4.1(d)	Third Supplemental Indenture, dated as of November 2, 2018, to the Indenture dated as of August 24, 2017, among WRKCo, RKT, MWV and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 of WestRock’s Current Report on Form 8-K filed on November 5, 2018).
4.2(a)	Indenture, dated as of December 3, 2018, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of WestRock’s Current Report on Form 8-K filed on December 3, 2018).
4.2(b)	First Supplemental Indenture, dated as of December 3, 2018, to the Indenture dated as of December 3, 2018, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of WestRock’s Current Report on Form 8-K filed on December 3, 2018).
4.2(c)	Second Supplemental Indenture, dated as of May 20, 2019, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of WestRock Company’s Current Report on Form 8-K filed on May 20, 2019).
4.2(d)	Third Supplemental Indenture, dated as of June 3, 2020, to the Indenture dated as of December 3, 2018, by and among WRKCo Inc., WestRock Company, WestRock MWV, LLC, WestRock RKT, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 of the WestRock’s Current Report on Form 8-K filed on June 3, 2020).
	WestRock Company hereby undertakes to furnish a copy of any other long-term debt instrument with respect to which the total amount of securities authorized thereunder does not exceed 10% of its consolidated total assets.
4.3	Description of the Registrant’s Common Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.9 of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2019).

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*10.1	WestRock Company Third Amended and Restated Annual Executive Bonus Plan, dated as of January 31, 2019 (incorporated by reference to Exhibit 10.1 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).
*10.2	MeadWestvaco Corporation 2005 Performance Incentive Plan effective April 22, 2005 and as amended February 26, 2007, January 1, 2009, February 28, 2011 and February 25, 2013 (incorporated by reference to Exhibit 10.1 of MWV’s Current Report on Form 8-K filed on April 25, 2013).
*10.3(a)	Amended and Restated Rock-Tenn Company Supplemental Retirement Savings Plan, effective January 1, 2006 (incorporated by reference to Exhibit 10.4 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2005).
*10.3(b)	Amendment to the Rock-Tenn Company Supplemental Retirement Savings Plan, effective November 16, 2007 (incorporated by reference to Exhibit 10.2 of RockTenn’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2007).
*10.4(a)	MeadWestvaco Corporation Deferred Income Plan Restatement, effective January 1, 2007 (incorporated by reference to Exhibit 10.25 of MWV’s Annual Report on Form 10-K for the year ended December 31, 2008).
*10.4(b)	First Amendment to the MeadWestvaco Corporation Deferred Income Plan (2007 Restatement) effective September 1, 2013 (incorporated by reference to Exhibit 10.7(b) of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2015).
*10.4(c)	Second Amendment to the MeadWestvaco Corporation Deferred Income Plan (2007 Restatement) effective January 1, 2015 (incorporated by reference to Exhibit 10.7(c) of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2015).
*10.4(d)	Third Amendment to the MeadWestvaco Corporation Deferred Income Plan (2007 Restatement) effective July 1, 2015 (incorporated by reference to Exhibit 10.7(d) of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2015).
*10.5	Amended and Restated Rock-Tenn Company 2004 Incentive Stock Plan effective January 27, 2012 (incorporated by reference to Exhibit 10.1 of the RockTenn’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012).
*10.6	WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.30 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016).
*10.7	WestRock Company Deferred Compensation Plan, effective January 1, 2016.
*10.8(a)	WestRock Company 2016 Incentive Stock Plan (incorporated by reference to Exhibit 10.2 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016).
*10.8(b)	WestRock Company Amended and Restated 2016 Incentive Stock Plan (incorporated by reference to pages B-1 to B-14 of WestRock’s Definitive Proxy Statement for the 2018 Annual Meeting of Shareholders filed with the SEC on December 19, 2017).
*10.9(a)	WestRock Company 2020 Incentive Stock Plan (incorporated by reference to Exhibit 10.44 of WestRock's Annual Report on Form 10-K for the year ended September 30, 2020).
*10.9(b)	Amendment No. 1 to WestRock Company 2020 Incentive Stock Plan (incorporated by reference to page 15 of Appendix A of WestRock’s Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders filed with the SEC on December 13, 2021).
*10.10	Form of Executive Officer Change of Control Severance Agreement (incorporated by reference to Exhibit 99.1 of WestRock’s Current Report on Form 8-K filed on March 11, 2022).
*10.11	WestRock Company Executive Severance Plan, effective September 30, 2022 (incorporated by reference to Exhibit 10.1 of WestRock’s Current Report on Form 8-K filed on October 6, 2022).

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10.12	Master Purchase and Sale Agreement, dated as of October 28, 2013, by and among MeadWestvaco Corporation, MWV Community Development and Land Management, LLC and MWV Community Development, Inc., as sellers, and Plum Creek Timberlands, L.P., Plum Creek Marketing, Inc., Plum Creek Land Company and Highland Mineral Resources, LLC, as purchasers, and Plum Creek Timber Company, Inc. (incorporated by reference to Exhibit 2.1 of MWV’s Current Report on Form 8-K filed on October 29, 2013).
10.13(a)	Sixth Amended and Restated Receivables Sale Agreement, dated as of July 22, 2016, among WestRock Financial, Inc., as buyer, and certain other subsidiaries of WestRock Company, as originators (incorporated by reference to Exhibit 10.20 of WestRock’s Annual Report on Form 10-K for the year ended September 30, 2016).
10.13(b)	Amendment No. 1, dated as of May 2, 2019, to the Sixth Amended and Restated Receivables Sale Agreement, among WestRock Financial, Inc., as buyer, and certain other subsidiaries of Westrock Company, as originators (incorporated by reference to Exhibit 10.2 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019).
10.14	Amendment No. 3, dated as of March 12, 2021, to the Eighth Amended and Restated Credit and Security Agreement among WestRock Financial Inc., WestRock Converting Company, the lenders and co-agents from time to time party thereto and Coöperatieve Rabobank, U.A. (incorporated by reference to Exhibit 10.2 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021).
**10.15(a)	Amended and Restated Agreement for the Purchasing and Servicing of Receivables, dated as of September 17, 2020, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A.
**10.15(b)	First Amendment to Amended and Restated Agreement for the Purchasing and Servicing of Receivables, dated as of February 19, 2021, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A.
**10.15(c)	Second Amendment to Amended and Restated Agreement for the Purchasing and Servicing of Receivables, dated as of August 31, 2021, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A.
**10.15(d)	Third Amendment to Amended and Restated Agreement for the Purchasing and Servicing of Receivables, dated as of September 16, 2022, among WestRock Company, various WestRock Company subsidiaries, and Coöperatieve Rabobank, U.A.
10.16(a)	Credit Agreement dated as of July 7, 2022, among WestRock Company, as a guarantor, WRKCo Inc., as a borrower, WestRock Company of Canada Corp./Compagnie WestRock du Canada Corp., as a borrower, WRK Luxembourg S.à r.l., as a borrower, certain subsidiaries of WestRock Company, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent and multicurrency agent (incorporated by reference to Exhibit 10.1 of WestRock’s Current Report on Form 8-K filed on July 11, 2022).
10.16(b)	Amendment No. 1 to Credit Agreement, dated as of August 18, 2022, among WestRock Company, certain subsidiaries of WestRock Company, the Lenders party thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 99.1 of WestRock’s Current Report on Form 8-K filed on August 24, 2022).
10.17	Amended and Restated Credit Agreement dated as of July 7, 2022, among WestRock Company, as a guarantor, WestRock Southeast, LLC, as the borrower, the subsidiaries of the Company from time to time party thereto, as guarantors, the lenders from time to time party thereto and CoBank, ACB, as administrative agent (incorporated by reference to Exhibit 10.2 of WestRock’s Current Report on Form 8-K filed on July 11, 2022).
10.18	Credit Agreement dated as of July 7, 2022, among WRKCo Inc., WestRock Company, WRK Luxembourg S.à r.l., as a borrower, Multi Packaging Solutions Limited, as a borrower, certain other subsidiaries of the WestRock Company from time to time party thereto, as borrowers, the lenders from time to time party thereto and Coöperatieve Rabobank U.A., New York Branch, as administrative agent (incorporated by reference to Exhibit 10.3 of WestRock’s Current Report on Form 8-K filed on July 11, 2022).

141

10.19	Ninth Amended and Restated Performance Undertaking, dated as of March 12, 2021, by WestRock Company in favor of WestRock Financial Inc.
10.20	Form of Dealer Agreement among WestRock Company, WRKCo Inc., WestRock RKT, LLC, WestRock MWV, LLC and the Dealer party thereto (incorporated by reference to Exhibit 10.1 of WestRock’s Current Report on Form 8-K filed on December 10, 2018).
21	Subsidiaries of the Registrant.
22	List of Guarantor Subsidiaries and Issuers of Guaranteed Securities (incorporated by reference to Exhibit 22 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020).
23	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
31.1	Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by David B. Sewell, Chief Executive Officer and President of WestRock Company.
31.2	Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Alexander W. Pease, Executive Vice President and Chief Financial Officer of WestRock Company.
#32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by David B. Sewell, Chief Executive Officer and President of WestRock Company, and by Alexander W. Pease, Executive Vice President and Chief Financial Officer of WestRock Company.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	Inline XBRL Taxonomy Extension Definition Label Linkbase.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase.
104	Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).

* Management contract or compensatory plan or arrangement.

** Certain identified information has been excluded from this exhibit because it is not material and is of the type that the Company treats as private or confidential.

# In accordance with SEC Release No. 33-8238, Exhibit 32.1 is to be treated as “accompanying” this report rather than “filed” as part of the report.

142

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		WESTROCK COMPANY
Dated:	November 18, 2022	By:	/s/ DAVID B. SEWELL
			David B. Sewell
			Chief Executive Officer and President

143

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature	Title	Date
/s/ DAVID B. SEWELL	Chief Executive Officer and President	November 18, 2022
David B. Sewell	(Principal Executive Officer), Director
/s/ ALEXANDER W. PEASE	Executive Vice President and Chief Financial Officer	November 18, 2022
Alexander W. Pease	(Principal Financial Officer)
/s/ JULIA A. MCCONNELL	Senior Vice President and Chief Accounting Officer	November 18, 2022
Julia A. McConnell	(Principal Accounting Officer)
/s/ ALAN D. WILSON	Director, Chair of the Board	November 18, 2022
Alan D. Wilson
/s/ COLLEEN F. ARNOLD	Director	November 18, 2022
Colleen F. Arnold
/s/ TIMOTHY J. BERNLOHR	Director	November 18, 2022
Timothy J. Bernlohr
/s/ J. POWELL BROWN	Director	November 18, 2022
J. Powell Brown
/s/ TERRELL K. CREWS	Director	November 18, 2022
Terrell K. Crews
/s/ RUSSELL M. CURREY	Director	November 18, 2022
Russell M. Currey
/s/ SUZAN F. HARRISON	Director	November 18, 2022
Suzan F. Harrison
/s/ GRACIA C. MARTORE	Director	November 18, 2022
Gracia C. Martore
/s/ JAMES E. NEVELS	Director	November 18, 2022
James E. Nevels
/s/ E. JEAN SAVAGE	Director	November 18, 2022
E. Jean Savage
/s/ DMITRI L. STOCKTON	Director	November 18, 2022
Dmitri L. Stockton

144

EX-10.7

Exhibit 10.7

WestRock Company

Deferred Compensation Plan

Effective January 1, 2016

WestRock Company Deferred Compensation Plan

ARTICLE I Establishment and Purpose	1
ARTICLE II Definitions	1
ARTICLE III Eligibility and Participation	7
ARTICLE IV Deferrals	8
ARTICLE V Company Contributions	11
ARTICLE VI Payment of Benefits	12
ARTICLE VII Modifications to Payment Schedules	14
ARTICLE VIII Valuation of Account Balances; Investments	15
ARTICLE IX Administration	16
ARTICLE X Amendment and Termination	17
ARTICLE XI Informal Funding	17
ARTICLEXII Claims	18

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WestRock Company Deferred Compensation Plan

ARTICLE XIIIGeneral Provisions 19

EXHIBIT A

Individual Retirement Accounts A-1

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ARTICLE I
Establishment and Purpose

WestRock Company (the “Company”) hereby establishes the WestRock Company Deferred Compensation Plan (the “Plan”), effective January 1, 2016. The purpose of the Plan is to attract and retain key employees by providing Participants with an opportunity to defer receipt of a portion of their salary, bonus, and other specified compensation. The Plan is intended to meet the requirements of Code Section 409A, and shall be operated and interpreted consistent with that intent.

The Plan constitutes an unsecured promise by a Participating Employer to pay benefits in the future. Participants in the Plan shall have the status of general unsecured creditors of the Company or the Adopting Employer, as applicable. Each Participating Employer shall be solely responsible for payment of the benefits of its employees and their beneficiaries. The Plan is unfunded for Federal tax purposes and is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the liabilities assumed by the Company or an Adopting Employer will remain the general assets of the Company or the Adopting Employer and shall remain subject to the claims of the Company’s or the Adopting Employer’s creditors until such amounts are distributed to the Participants.

ARTICLE IIDefinitions

2.1 Account. Account means a bookkeeping account maintained by the Committee to record the payment obligation of a Participating Employer to a Participant as determined under the terms of the Plan. The Committee may maintain an Account to record the total obligation to a Participant and component Accounts to reflect amounts payable at different times and in different forms. Reference to an Account means any such Account established by the Committee, as the context requires. Accounts are intended to constitute unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

2.2 Account Balance. Account Balance means, with respect to any Account, the total payment obligation owed to a Participant from such Account as of the most recent Valuation Date.

2.3 Adopting Employer. Adopting Employer means an Affiliate whose eligible employees, with the consent of the Committee, participate in the Plan.

2.4 Affiliate. Affiliate means a corporation, trade or business that, together with the Company, is treated as a single employer under Code Section 414(b) or (c).

2.5 Beneficiary. Beneficiary means a natural person, estate, or trust designated by a Participant to receive payments to which a Beneficiary is entitled in accordance with

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provisions of the Plan. If the Participant has failed to properly designate a Beneficiary or all designated Beneficiaries have predeceased the Participant, then the Beneficiary shall be the Participant’s spouse, or if no spouse survives the Participant, the Participant’s estate.

A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless the Participant designates such person as a Beneficiary after dissolution of the marriage, except to the extent provided under the terms of a domestic relations order as described in Code Section 414(p)(1)(B).

2.6 Business Day. Business Day means each day on which the New York Stock Exchange is open for business.

2.7 Claimant. Claimant means a Participant or Beneficiary filing a claim under Article XII of this Plan.

2.8 Code. Code means the Internal Revenue Code of 1986, as amended from time to time.

2.9 Code Section 409A. Code Section 409A means section 409A of the Code, and regulations and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.

2.10 Committee. Committee means the WestRock Company Retirement Plan Administrative Committee as designated under the Qualified Plan.

2.11 Company. Company means WestRock Company.

2.12 Company Contribution. Company Contribution means a credit by a Participating Employer to a Participant’s Account(s) in accordance with the provisions of Article V of the Plan. Company Contributions are credited at the sole discretion of the Participating Employer and the fact that a Company Contribution is credited in one year shall not obligate the Participating Employer to continue to make such Company Contribution in subsequent years. Unless the context clearly indicates otherwise, a reference to Company Contribution shall include Earnings attributable to such contribution.

2.13 Compensation. Compensation means a Participant’s base salary and any bonuses that the Committee has designated as eligible for deferral under the Plan in accordance with this Section 2.13. For clarity, amounts paid to a Participant under a Participating Employer’s short-term disability plan shall not be eligible for deferral under the Plan. The Committee, in its sole and absolute discretion, may approve the types of bonuses and other items of compensation as Compensation that may be deferred under this Plan, provided that any modification to the definition of Compensation must be made irrevocable before the first day of the Plan Year in which services relating to such compensation are performed. Compensation shall not include distributions from the Plan or any other arrangement subject to Code Section 409A.

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2.14 Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement between a Participant and a Participating Employer that specifies: (i) the amount of each component of Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more Accounts. The Committee may permit different deferral amounts for each component of Compensation and may establish a minimum or maximum deferral amount for each such component. Unless otherwise specified by the Committee in the Compensation Deferral Agreement, Participants may defer up to 75% of their Compensation for a Plan Year. A Compensation Deferral Agreement may also specify the investment allocation described in Section 8.4.

2.15 Death Benefit. Death Benefit means the benefit payable under the Plan to a Participant’s Beneficiary(ies) upon the Participant’s death as provided in Section 6.1 of the Plan.

2.16 Deferral. Deferral means a credit to a Participant’s Account(s) that records that portion of the Participant’s Compensation that the Participant has elected to defer to the Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly indicates otherwise, a reference to Deferrals includes Earnings attributable to such Deferrals.

Deferrals shall be calculated with respect to the gross cash Compensation payable to the Participant prior to any deductions or withholdings, but shall be reduced by the Committee as necessary so that it does not exceed 100% of the cash Compensation of the Participant remaining after deduction of all required income and employment taxes, and employee benefit deductions, and other deductions required by law, provided that Deferrals to this Plan shall not be taken into account in determining a Participant’s compensation for purposes of determining contributions to the Qualified Plan. Changes to payroll withholdings that affect the amount of Compensation being deferred to the Plan shall be allowed only to the extent permissible under Code Section 409A.

2.17 Earnings. Earnings means a positive or negative adjustment to the value of an Account in accordance with Article VIII.

2.18 Effective Date. Effective Date means January 1, 2016.

2.19 Eligible Employee. Eligible Employee means Employees in salary grade 19 or higher and ungraded Employees with a base salary of at least $175,000, based on such Employee’s status as of the annual determination date on which eligibility is reviewed by the Committee. Solely for purposes of Section 5.2, an Employee who is not described in the preceding sentence but whose Compensation for a Plan Year exceeds the Qualified Plan Compensation Limit shall also be considered an Eligible Employee. The Committee may designate other Employees as eligible from time to time in its sole and absolute discretion, provided that in all cases such Employees are members of a “select group of management or highly compensated employees” of a Participating Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.

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2.20 Employee. Employee means an individual who is classified as a common-law employee of an Employer for purposes of wage reporting and withholding. An individual who is not classified by an Employer as a common-law employee shall not be considered an Eligible Employee, regardless of whether such individual may later be determined by any party to be a common-law employee.

2.21 Employer. Employer means, with respect to Employees it employs, the Company and each Affiliate.

2.22 ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.23 Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during one or more consecutive fiscal years of a Participating Employer, all of which is paid after the last day of such fiscal year or years.

2.24 Participant. Participant means an Eligible Employee who has received notification of his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other person with an Account Balance greater than zero, regardless of whether such individual continues to be an Eligible Employee. A Participant’s continued participation in the Plan shall be governed by Section 3.2 of the Plan.

2.25 Participating Employer. Participating Employer means the Company and each Adopting Employer.

2.26 Payment Schedule. Payment Schedule means the form in which payment of an Account will be made and, where applicable, the time at which payment will commence from an Account.

2.27 Performance-Based Compensation. Performance-Based Compensation means Compensation where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months. Organizational or individual performance criteria are considered pre-established if established in writing by not later than 90 days after the commencement of the period of service to which the criteria relate, provided that the outcome is substantially uncertain at the time the criteria are established. The determination of whether Compensation qualifies as “Performance-Based Compensation” will be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.

2.28 Plan. Generally, the term Plan means the “WestRock Company Deferred Compensation Plan” as documented herein and as may be amended from time to time hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan may in the appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is treated as a single plan under such section.

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2.29 Plan Year. Plan Year means January 1 through December 31.

2.30 Qualified Plan. Qualified Plan means the WestRock Company 401(k) Retirement Savings Plan, as amended from time to time.

2.31 Qualified Plan Compensation Limit. Qualified Plan Compensation Limit means the limitation imposed under Code Section 401(a)(17) for a Plan Year ($265,000 for 2016).

2.32 Retirement/Termination Account. Retirement/Termination Account means one or more Accounts established by the Committee in its sole and absolute discretion to record amounts payable to a Participant upon Separation from Service. Unless the Participant elects otherwise, all Deferrals and Company Contributions shall be allocated to a Retirement/Termination Account on behalf of the Participant.

2.33 Separation from Service. Separation from Service means an Employee’s termination of employment with the Employer. Whether a Separation from Service has occurred shall be determined by the Committee in accordance with Code Section 409A.

Except in the case of an Employee on a bona fide leave of absence as provided below, an Employee is deemed to have incurred a Separation from Service if the Employer and the Employee reasonably anticipated that the level of services to be performed by the Employee after a date certain would be reduced to 20% or less of the average services rendered by the Employee during the immediately preceding 36-month period (or the total period of employment, if less than 36 months), disregarding periods during which the Employee was on a bona fide leave of absence. If the period of leave exceeds 6 months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such 6-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 6 months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, a 29-month period of absence shall be substituted for such 6-month period.

An Employee who is absent from work due to military leave, sick leave, or other bona fide leave of absence shall incur a Separation from Service on the first date immediately following the later of: (i) the six month anniversary of the commencement of the leave, or (ii) the expiration of the Employee’s right, if any, to reemployment under statute or contract.

For purposes of determining whether a Separation from Service has occurred, the Employer means the Employer as defined in Section 2.21 of the Plan, except that in applying Code Sections 1563(a)(1), (2) and (3) for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of determining whether another organization is an Affiliate of the Company under Code Section 414(c), “at least

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50 percent” shall be used instead of “at least 80 percent” each place it appears in those sections.

The Committee specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party constitutes a Separation from Service with respect to a Participant providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in accordance with the requirements of Code Section 409A.

2.34 Separation from Service Benefit. Separation from Service Benefit means the benefit payable to a Participant under the Plan following the Participant’s Separation from Service.

2.35 Specified Date Account. Specified Date Account means one or more Accounts established by the Committee in its sole and absolute discretion to record the amounts payable at a future date as specified in the Participant’s Compensation Deferral Agreement. A Specified Date Account may be identified in enrollment materials as an “In-Service Account” or such other name as established by the Committee without affecting the meaning thereof.

2.36 Specified Date Benefit. Specified Date Benefit means the benefit payable to a Participant under the Plan in accordance with Section 6.1(b).

2.37 Specified Employee. Specified Employee means an Employee who, as of the date of his or her Separation from Service, is a “key employee” of the Company or any Affiliate, any stock of which is actively traded on an established securities market or otherwise.

An Employee is a Specified Employee for a 12-month period beginning on April 1 if he or she meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii) (applied in accordance with applicable regulations thereunder and without regard to Code Section 416(i)(5)) at any time during the immediately preceding Plan Year.

For purposes of determining whether an Employee is a Specified Employee, the compensation of the Employee shall be determined in accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(2) (wages, salaries, fees for professional services, and other amounts received for personal services actually rendered in the course of employment with the employer maintaining the plan, to the extent such amounts are includible in gross income or would be includible but for an election under section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), including the earned income of a self-employed individual)1.415(c)-2(d)(3) (wages within the meaning of Code Section 3401(a) for purposes of income tax withholding at the source, plus amounts excludible from gross income under section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed); provided, however, that, with respect to a nonresident alien who is not a Participant in the Plan, compensation shall not include compensation that is not includible in the gross income of the Employee under Code Sections 872, 893, 894, 911,

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931 and 933, provided such compensation is not effectively connected with the conduct of a trade or business within the United States.

The definition in this Section 2.37 shall apply with respect to each nonqualified deferred compensation plan in which a key employee participates, notwithstanding the terms of any such plan; provided, however, that the Committee may through action that is legally binding with respect to all nonqualified deferred compensation plans maintained by the Company, elect to use a different definition of compensation. The Committee may alter the methodology of identifying Specified Employees only in accordance with the requirements of Code Section 409A.

2.38 Unforeseeable Emergency. Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, the Participant’s dependent (as defined in Code Section 152, without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in accordance with the requirements of Code Section 409A. The types of events which may qualify as an Unforeseeable Emergency may be limited by the Committee.

2.39 Valuation Date. Valuation Date means each Business Day.

ARTICLE IIIEligibility and Participation

3.1 Eligibility and Participation. An Eligible Employee becomes a Participant upon the earlier to occur of: (i) a credit of Company Contributions under Article V, or (ii) receipt of notification of eligibility to participate.

3.2 Duration. A Participant shall be eligible to defer Compensation and receive allocations of Company Contributions, subject to the terms of the Plan, for as long as such Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee but has not Separated from Service may not thereafter make additional elections to defer Compensation under the Plan after the Plan Year in which he or she became ineligible, provided that any existing deferral elections may be cancelled or modified only in accordance with Code Section 409A. A Participant who has become ineligible shall remain a Participant as long as his or her Account Balance is greater than zero (0), and during such time may continue to make investment allocation elections as provided in Section 8.4. An individual shall cease being a Participant in the Plan when all benefits under the Plan to which he or she is entitled have been paid.

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ARTICLE IVDeferrals

4.1 Deferral Elections, Generally.

(a) A Participant may elect to defer Compensation by submitting a Compensation Deferral Agreement during the enrollment periods established by the Committee and in the manner specified by the Committee, but in any event, in accordance with Section 4.2 and requirements of Code Section 409A. A Compensation Deferral Agreement that is not timely filed with respect to a service period or component of Compensation shall be considered void and shall have no effect with respect to such service period or Compensation. The Committee may modify any Compensation Deferral Agreement prior to the date the election becomes irrevocable under the rules of Section 4.2.

(b) The Participant shall specify on his or her Compensation Deferral Agreement the amount of Deferrals and whether to allocate Deferrals to a Retirement/Termination Account or to a Specified Date Account. If no designation is made, Deferrals shall be allocated to the Primary Retirement/Termination Account. A Participant may also specify in his or her Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan Accounts. If the Payment Schedule is not specified in a Compensation Deferral Agreement, the Payment Schedule shall be the default Payment Schedule specified in Article VI.

4.2 Timing Requirements for Compensation Deferral Agreements.

(a) First Year of Eligibility. In the case of the first year in which an Eligible Employee becomes eligible to participate in the Plan, he or she may be allowed up to 30 days following his or her initial eligibility to submit a Compensation Deferral Agreement with respect to Compensation to be earned during such year. The Compensation Deferral Agreement described in this paragraph becomes irrevocable upon the end of such 30-day period. The determination of whether an Eligible Employee may file a Compensation Deferral Agreement under this paragraph shall be determined in accordance with the rules of Code Section 409A, including the provisions of Treas. Reg. Section 1.409A-2(a)(7).

A Compensation Deferral Agreement filed under this paragraph applies to Compensation earned on and after the date the Compensation Deferral Agreement becomes irrevocable. If an election made pursuant to this Section 4.2(a) applies to Compensation earned over a specified performance period (such as an annual bonus), and the performance period has already begun on the date the Compensation Deferral Agreement becomes irrevocable, then the amount deferred under Compensation Deferral Election may exceed the total amount of such compensation multiplied by the ratio of the number of days remaining in the performance period after the election becomes irrevocable over the total number of days in the performance period.

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(b) Prior Year Election. Participants may defer Compensation by filing a Compensation Deferral Agreement no later than December 31 of the year prior to the year in which the Compensation to be deferred is earned. A Compensation Deferral Agreement described in this paragraph shall become irrevocable with respect to such Compensation as of January 1 of the year in which such Compensation is earned.

(c) Performance-Based Compensation. Participants may file a Compensation Deferral Agreement with respect to Performance-Based Compensation no later than the date that is six months before the end of the performance period, provided that:

(i) the Participant performs services continuously from the later of the beginning of the performance period or the date the criteria are established through the date the Compensation Deferral Agreement is submitted; and

(ii) the Compensation is not readily ascertainable as of the date the Compensation Deferral Agreement is filed.

A Compensation Deferral Agreement becomes irrevocable with respect to Performance-Based Compensation as of the day immediately following the latest date for filing such election. Any election to defer Performance-Based Compensation that is made in accordance with this paragraph and that becomes payable as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-1(e)) prior to the satisfaction of the performance criteria, will be void.

(d) Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by filing a Compensation Deferral Agreement prior to the first day of the fiscal year or years in which such Fiscal Year Compensation is earned. The Compensation Deferral Agreement described in this paragraph becomes irrevocable on the first day of the fiscal year or years to which it applies.

(e) Short-Term Deferrals. Compensation that meets the definition of a “short-term deferral” described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in accordance with the rules of Article VII, applied as if the date that the “substantial risk of forfeiture” (as defined under Code Section 409A) lapses is the date payments were originally scheduled to commence, provided, however, that the provisions of Section 7.3 shall not apply to payments attributable to a change in control event (as described in Treas. Reg. Section 1.409A-3(i)(5)).

(f) Certain Forfeitable Rights. With respect to a legally binding right to a payment in a subsequent year that is subject to a forfeiture condition requiring the Participant’s continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, an election to defer such Compensation may be made on or before the 30th day after the Participant obtains the legally binding right to the Compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition

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could lapse. The Compensation Deferral Agreement described in this paragraph becomes irrevocable after such 30th day. If the forfeiture condition applicable to the payment lapses before the end of the required service period as a result of the Participant’s death or disability (as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a change in control event (as described in Treas. Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless it would be considered timely under another rule described in this Section.

(g) Company Awards. Participating Employers may unilaterally provide for deferrals of Company awards prior to the date of such awards. Deferrals of Company awards (such as sign-on, retention, or severance pay) may be negotiated with a Participant prior to the date the Participant has a legally binding right to such Compensation.

(h) “Evergreen” Deferral Elections. The Committee, in its discretion, may provide in the Compensation Deferral Agreement that such Compensation Deferral Agreement will continue in effect for each subsequent year or performance period. Such “evergreen” Compensation Deferral Agreements will become effective with respect to an item of Compensation on the date such election becomes irrevocable under this Section 4.2. An evergreen Compensation Deferral Agreement may be terminated or modified prospectively with respect to Compensation for which such election remains revocable under this Section 4.2. A Participant whose Compensation Deferral Agreement is cancelled in accordance with Section 4.6 will be required to file a new Compensation Deferral Agreement under this Article IV in order to recommence Deferrals under the Plan.

4.3 Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to one or more Specified Date Accounts and/or Retirement/Termination Accounts, as made available by the Committee. The Committee may, in its discretion, establish a minimum deferral period for the establishment of a Specified Date Account (for example, the second Plan Year following the year Compensation is allocated to such accounts.).

4.4 Deductions from Pay. The Committee has the authority to determine the payroll practices under which any component of Compensation subject to a Compensation Deferral Agreement will be deducted from a Participant’s Compensation.

4.5 Vesting. Participant Deferrals shall be 100% vested at all times.

4.6 Cancellation of Deferrals. The Committee may cancel a Participant’s Deferrals: (i) for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the Participant receives a hardship distribution under the Employer’s qualified 401(k) plan, through the end of the Plan Year in which the six month anniversary of the hardship distribution falls, and (iii) during periods in which the Participant is unable to perform the duties of his or her position or any substantially similar position due to a mental or physical impairment that can be expected to result in death or last for a continuous period of at least six months, provided cancellation occurs by the later of the end of the taxable

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year of the Participant or the 15th day of the third month following the date the Participant incurs the disability (as defined in this paragraph (iii)).

ARTICLE VCompany Contributions

5.1 Matching Contributions. For each Plan Year with respect to which a Participant has made Deferrals to the Plan, the Participating Employer may make a Matching Contribution to the Participant’s Account. Matching contributions shall be the smaller of:

(a) The Participant’s total Deferrals under Article 4 of the Plan; or

(b) The difference between:

(i) 5% of the Participant’s Compensation; and

(ii) The amount of matching contributions that would have been made to the Participant’s account under the Qualified Plan, assuming the Participant deferred the maximum amount taken into account under the Qualified Plan’s matching formula.

5.2 Supplemental Contributions. For each Plan Year, the Participating Employer may make a Supplemental Contribution to the Plan on behalf of a Participant equal to 2.5% of his or her Excess Compensation for such Plan Year, provided that (i) the Participant is not accruing a pension benefit under a qualified defined benefit plan of the Company in such Plan Year, and (ii) the Participant is employed by a Participating Employer or an Affiliate on the last day of the Plan Year or terminated employment during the Plan Year due to death, disability (as defined in the Qualified Plan), or retirement after attaining age 55 and completing 10 Years of Vesting Service (as defined in the Qualified Plan). For purposes of this Section 5.2, Excess Compensation means the Participant’s Compensation that exceeds the limit on compensation imposed by Code Section 401(a)(17) for the Plan Year. A Participating Employer may make Supplemental Contributions to an employee whose compensation exceeds the Qualified Plan Compensation Limit but who is otherwise not eligible to defer compensation under the Plan. Notwithstanding anything in this Section 5.2 to the contrary, a Participating Employer shall not make a Supplemental Contribution to an Eligible Employee if the amount of the Supplemental Contributions would be less than $100 (or such other minimum amount as established by the Committee from time to time), unless the Eligible Employee has an existing Account under the Plan.

5.3 Discretionary Contributions. The Participating Employer may, from time to time in its sole and absolute discretion, credit Company Contributions to any Participant in any amount determined by the Participating Employer. Such contributions will be credited to a Participant’s Primary Retirement/Termination Account.

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5.4 Individual Retirement Account Contributions. The Participating Employer shall make the Individual Retirement Account contributions set forth on Exhibit A to the Plan.

5.5 Vesting. Company Contributions described in Sections 5.1, 5.2 and 5.4, above, and the Earnings thereon, shall be 100% vested at all times. Company Contributions described in Section 5.3 above, and the Earnings thereon, shall vest in accordance with the vesting schedule(s) established by the Committee at the time that the Company Contribution is made. All Company Contributions shall become 100% vested if a Participant dies while actively employed. The Participating Employer may, at any time, in its sole discretion, increase a Participant’s vested interest in a Company Contribution. The portion of a Participant’s Accounts that remains unvested upon his or her Separation from Service after the application of the terms of this Section 5.5 shall be forfeited.

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ARTICLE VIPayment of Benefits

6.1 Benefits, Generally. A Participant shall be entitled to the following payments under the Plan:

(a) Separation from Service Benefit. Upon the Participant’s Separation from Service for reasons other than death, he or she shall be entitled to a Separation from Service Benefit, payable as of the date on which the Participant Separates from Service. Such benefit shall be equal to the vested portion of each Retirement/Termination Account determined as of the Valuation Date on which such distribution is processed by the Plan’s recordkeeper pursuant to the administrative practices established by the Committee in accordance with the requirements of Code Section 409A. Notwithstanding the foregoing, in no event shall payment to a Participant who is a Specified Employee as of the date such Participant incurs a Separation from Service be made or begin sooner than the date which follows the six-month anniversary of such Participant’s Separation from Service or the date of the Participant’s death, if earlier.

(b) Specified Date Benefit. As of the first day of the year designated by the Participant for payment of a Specified Date Account or, if earlier, upon the Participant’s Separation from Service, he or she shall be entitled to a Specified Date Benefit with respect to such Specified Date Account determined as of the Valuation Date on which such distribution is processed by the Plan’s recordkeeper pursuant to the administrative practices established by the Committee in accordance with the requirements of Code Section 409A. If the Participant separates from service before the first day of the year designated by the Participant, payment shall be made in accordance with Section 6.1(a).

(c) Death Benefit. In the event of the Participant’s death, his or her designated Beneficiary(ies) shall be entitled to a Death Benefit payable as of the date of the Participant’s death. The Death Benefit shall be equal to all remaining, vested balances in each Retirement/Termination Account and Specified Date Account, determined as of the Valuation Date on which such distribution is processed pursuant to the administrative practices established by the Plan’s recordkeeper in accordance with the requirement of Code Section 409A .

(d) Unforeseeable Emergency Payments. A Participant who experiences an Unforeseeable Emergency may submit a written request to the Committee to receive payment of all or any portion of his or her vested Accounts. Whether a Participant or Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment shall be determined by the Committee based on the relevant facts and circumstances of each case, but, in any case, a distribution on account of Unforeseeable Emergency may not be made to the extent that such emergency is or may be reimbursed through insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets

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would not cause severe financial hardship, or by cessation of Deferrals under this Plan. If an emergency payment is approved by the Committee, the amount of the payment shall not exceed the amount reasonably necessary to satisfy the need, taking into account the additional compensation that is available to the Participant as the result of cancellation of deferrals to the Plan, including amounts necessary to pay any taxes or penalties that the Participant reasonably anticipates will result from the payment. The amount of the emergency payment shall be subtracted pro rata first from the vested portion of each Retirement/Termination Account until depleted and then pro rata from the vested portion of each Specified Date Account. Emergency payments shall be paid in a single lump sum within the 90-day period following the date the payment is approved by the Committee.

6.2 Form of Payment.

(a) Separation from Service Benefit. A Participant’s Separation from Service Benefit shall be paid in a single lump sum, unless the Participant elects on a timely-filed Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment: (i) substantially equal annual installments over a period of two to ten years, as elected by the Participant, or (ii) a lump sum payment of a percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal annual installments over a period of two to ten years, as elected by the Participant. Notwithstanding anything to the contrary herein, if the value of the Participant’s Separation from Service Benefit as of the end of the month following the month of Separation is $50,000 or less, it shall be distributed in a single lump sum.

(b) Specified Date Benefit. A Specified Date Benefit shall be paid in a single lump sum, unless the Participant elects on the Compensation Deferral Agreement with which the account was established to have the Specified Date Account paid in substantially equal annual installments over a period of two to five years, as elected by the Participant.

(c) Death Benefit. A Beneficiary who is entitled to receive a Death Benefit shall receive payment of such benefit in a single lump sum.

(d) Small Account Balances. The Committee may at any time direct that the value of all of the Participant’s Accounts be paid in a single lump sum if the balance of such Accounts is not greater than the applicable dollar amount under Code Section 402(g)(1)(B), provided the payment represents the complete liquidation of the Participant’s interest in the Plan.

(e) Rules Applicable to Installment Payments. If a Payment Schedule specifies installment payments, annual payments will be made beginning as of the payment commencement date for such installments and shall continue on each anniversary thereof until the number of installment payments specified in the Payment Schedule has been paid. The amount of each installment payment shall be

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determined by dividing (a) by (b), where (a) equals the Account Balance as of the Valuation Date and (b) equals the remaining number of installment payments.

For purposes of Article VII, installment payments will be treated as a single form of payment. If a Participant elects to receive a Retirement/Termination benefit in a combination of a lump sum and installments, the payment commencement date for the installment form of payment will be the first anniversary of the payment of the lump sum.

Balances remaining in a Participant’s Account during the installment period shall continue to accrue Earnings as provided in Article VIII.

6.3 Acceleration of or Delay in Payments. The Committee, in its sole and absolute discretion, may elect to accelerate the time or form of payment of a benefit owed to the Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time for payment of a benefit owed to the Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participant’s Accounts be paid to an “alternate payee,” any amounts to be paid to the alternate payee(s) shall be paid in a single lump sum.

ARTICLE VIIModifications to Payment Schedules

7.1 Participant’s Right to Modify. A Participant may modify any or all of the alternative Payment Schedules with respect to an Account, consistent with the permissible Payment Schedules available under the Plan, provided such modification complies with the requirements of this Article VII and Code Section 409A.

7.2 Time of Election. The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence from an Account without regard to the modification.

7.3 Date of Payment under Modified Payment Schedule. Except with respect to modifications that relate to the payment of a Death Benefit, the date payments are to commence under the modified Payment Schedule must be no earlier than five years after the date payment would have commenced prior to the modification. Under no circumstances may a modification election result in an acceleration of payments in violation of Code Section 409A.

7.4 Effective Date. A modification election submitted in accordance with this Article VII is irrevocable upon receipt by the Committee and becomes effective 12 months after such date.

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7.5 Effect on Accounts. An election to modify a Payment Schedule is specific to the Account or payment event to which it applies, and shall not be construed to affect the Payment Schedules of any other Accounts.

ARTICLE VIIIValuation of Account Balances; Investments

8.1 Valuation. Contributions shall be credited to the appropriate Account at the times determined by the Committee. Valuation of Accounts shall be performed under procedures approved by the Committee.

8.2 Earnings Credit. Each Account will be credited with Earnings on each Business Day, based upon the Participant’s investment allocation among a menu of investment options selected in advance by the Committee, in accordance with the provisions of this Article VIII (“investment allocation”). Contributions shall be credited with Earnings only from the date such amounts are actually credited to a Participant’s Account by the Committee or its delegate.

8.3 Investment Options. Investment options will be determined by the Committee. The Committee, in its sole discretion, shall be permitted to add or remove investment options from the Plan menu from time to time, provided that any such additions or removals of investment options shall not be effective with respect to any period prior to the effective date of such change.

8.4 Investment Allocations. A Participant’s investment allocation constitutes a deemed, not actual, investment among the investment options comprising the investment menu. At no time shall a Participant have any real or beneficial ownership in any investment option included in the investment menu, nor shall the Participating Employer or any trustee acting on its behalf have any obligation to purchase actual securities as a result of a Participant’s investment allocation. A Participant’s investment allocation shall be used solely for purposes of adjusting the value of a Participant’s Account Balances.

A Participant shall specify an investment allocation for each of his Accounts in accordance with procedures established by the Committee. A Participant may change an investment allocation prospectively, both with respect to future credits to the Plan and with respect to existing Account Balances, in accordance with procedures adopted by the Committee.

8.5 Unallocated Deferrals and Accounts. If the Participant fails to make an investment allocation with respect to an Account, such Account shall be invested in an investment option, as determined by the Committee.

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ARTICLE IXAdministration

9.1 Plan Administration. This Plan shall be administered by the Committee which shall have discretionary authority to make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Plan and to utilize its discretion to decide or resolve any and all questions, including but not limited to eligibility for benefits and interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims for benefits shall be filed with the Committee and resolved in accordance with the claims procedures in Article XII.

9.2 Withholding. The Participating Employer shall have the right to withhold from any payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes required by law to be withheld in respect of such payment (or credit). Withholdings with respect to amounts credited to the Plan shall be deducted from Compensation that has not been deferred to the Plan.

9.3 Indemnification. The Participating Employers shall indemnify and hold harmless each employee, officer, director, agent or organization, to whom or to which are delegated duties, responsibilities, and authority under the Plan or otherwise with respect to administration of the Plan, including, without limitation, the Committee and its agents, against all claims, liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him or it (including but not limited to reasonable attorney fees) which arise as a result of his or its actions or failure to act in connection with the operation and administration of the Plan to the extent lawfully allowable and to the extent that such claim, liability, fine, penalty, or expense is not paid for by liability insurance purchased or paid for by the Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not indemnify any person or organization if his or its actions or failure to act are due to gross negligence or willful misconduct or for any such amount incurred through any settlement or compromise of any action unless the Participating Employer consents in writing to such settlement or compromise.

9.4 Delegation of Authority. In the administration of this Plan, the Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with legal counsel who shall be legal counsel to the Company.

9.5 Binding Decisions or Actions. The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations thereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

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ARTICLE XAmendment and Termination

10.1 Amendment and Termination. The Company or the Committee may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X and may also terminate the participation of a Participating Employer. No such amendment shall reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incurred a voluntary Separation from Service on such date).

10.2 Termination. The Company or the Committee may terminate the Plan and pay Participants and Beneficiaries their Account Balances in a single lump sum at any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates its participation in the Plan, the benefits of affected Employees shall be paid at the time provided in Article VI.

10.3 Code Section 409A. The Plan is intended to constitute a plan of deferred compensation that meets the requirements of Code Section 409A, and the Committee shall construe, interpret and administer the Plan in accordance with such intent. The Committee, pursuant to its authority to interpret the Plan, may sever from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that otherwise would result in a violation of Code Section 409A.

ARTICLE XIInformal Funding

11.1 General Assets. Obligations established under the terms of the Plan may be satisfied from the general funds of the Participating Employers, or a trust described in this Article XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in assets of the Participating Employers. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Participating Employers and any Employee, spouse, or Beneficiary. To the extent that any person acquires a right to receive payments hereunder, such rights are no greater than the right of an unsecured general creditor of the Participating Employer.

11.2 Rabbi Trust. A Participating Employer may, in its sole discretion, establish a grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay benefits under the Plan. Payments under the Plan may be paid from the general assets of the Participating Employer or from the assets of any such rabbi trust. Payment from any such source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.

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ARTICLE XIIClaims

12.1 Filing a Claim. Any controversy or claim arising out of or relating to the Plan shall be filed in writing with the Committee which shall make all determinations concerning such claim. Any claim filed with the Committee and any decision by the Committee denying such claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the claim (the “Claimant”).

(a) In General. Notice of a denial of benefits will be provided within 90 days of the Committee’s receipt of the Claimant’s claim for benefits. If the Committee determines that it needs additional time to review the claim, the Committee will provide the Claimant with a notice of the extension before the end of the initial 90-day period. The extension will not be more than 90 days from the end of the initial 90-day period and the notice of extension will explain the special circumstances that require the extension and the date by which the Committee expects to make a decision.

(b) Contents of Notice. If a claim for benefits is completely or partially denied, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language. The notice shall: (i) cite the pertinent provisions of the Plan document, and (ii) explain, where appropriate, how the Claimant can perfect the claim, including a description of any additional material or information necessary to complete the claim and why such material or information is necessary. The claim denial also shall include an explanation of the claims review procedures and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse decision on review.

12.2 Appeal of Denied Claims. A Claimant whose claim has been completely or partially denied shall be entitled to appeal the claim denial by filing a written appeal with the Committee. A Claimant who timely requests a review of the denied claim (or his or her authorized representative) may review, upon request and free of charge, copies of all documents, records and other information relevant to the denial and may submit written comments, documents, records and other information relevant to the claim to the Committee. All written comments, documents, records, and other information shall be considered “relevant” if the information: (i) was relied upon in making a benefits determination, (ii) was submitted, considered or generated in the course of making a benefits decision regardless of whether it was relied upon to make the decision, or (iii) demonstrates compliance with administrative processes and safeguards established for making benefit decisions. The Committee may, in its sole discretion and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim appeal.

(a) In General. Appeal of a denied benefits claim must be filed in writing with the Committee no later than 60 days after receipt of the written notification of such claim denial. The Committee shall make its decision regarding the merits of the denied claim within 60 days following receipt of the appeal (or within 120 days

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after such receipt, in a case where there are special circumstances requiring extension of time for reviewing the appealed claim). If an extension of time for reviewing the appeal is required because of special circumstances, written notice of the extension shall be furnished to the Claimant prior to the commencement of the extension. The notice will indicate the special circumstances requiring the extension of time and the date by which the Committee expects to render the determination on review. The review will take into account comments, documents, records and other information submitted by the Claimant relating to the claim without regard to whether such information was submitted or considered in the initial benefit determination.

(b) Contents of Notice. If a benefits claim is completely or partially denied on review, notice of such denial shall be in writing and shall set forth the reasons for denial in plain language.

The decision on review shall set forth: (i) the specific reason or reasons for the denial, (ii) specific references to the pertinent Plan provisions on which the denial is based, (iii) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records, or other information relevant (as defined above) to the Claimant’s claim, and (iv) a statement describing any voluntary appeal procedures offered by the plan and a statement of the Claimant’s right to bring an action under Section 502(a) of ERISA.

12.3 Legal Action. A Claimant may not bring any legal action relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or her administrative remedies under such claims procedures.

ARTICLE XIIIGeneral Provisions

13.1 Assignment. No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or involuntarily, to anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has the discretion to make payments to an alternate payee in accordance with the terms of a domestic relations order (as defined in Code Section 414(p)(1)(B)).

To the extent permitted under Code Section 409A, the Company may assign any or all of its liabilities under this Plan in connection with any restructuring, recapitalization, sale of assets or other similar transactions affecting a Participating Employer without the consent of the Participant.

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13.2 No Legal or Equitable Rights or Interest. No Participant or other person shall have any legal or equitable rights or interest in this Plan that are not expressly granted in this Plan. Participation in this Plan does not give any person any right to be retained in the service of the Participating Employer. The right and power of a Participating Employer to dismiss or discharge an Employee is expressly reserved. The Participating Employers make no representations or warranties as to the tax consequences to a Participant or a Participant’s Beneficiaries resulting from a deferral of income pursuant to the Plan.

13.3 No Employment Contract. Nothing contained herein shall be construed to constitute a contract of employment between an Employee and a Participating Employer.

13.4 Notice. Any notice or filing required or permitted to be delivered to the Committee under this Plan shall be delivered in writing, in person, or through such electronic means as is established by the Committee. Notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Written transmission shall be sent by certified mail to:

WESTROCK COMPANY
ATTN: RETIREMENT PLAN ADMINISTRATIVE COMMITTEE
504 THRASHER STREET
NORCROSS, GA 30071

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the last known address of the Participant.

13.5 Headings. The headings of Sections are included solely for convenience of reference, and if there is any conflict between such headings and the text of this Plan, the text shall control.

13.6 Invalid or Unenforceable Provisions. If any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof and the Committee may elect in its sole discretion to construe such invalid or unenforceable provisions in a manner that conforms to applicable law or as if such provisions, to the extent invalid or unenforceable, had not been included.

13.7 Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled to a benefit from the Plan has the duty to keep the Committee advised of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after making such efforts as in its discretion it deems reasonable and appropriate to locate the payee, shall stop payment on any uncashed checks and may discontinue making future payments until contact with the payee is restored.

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13.8 Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution: (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof.

13.9 Governing Law. To the extent not preempted by ERISA, the laws of the State of Delaware shall govern the construction and administration of the Plan.

IN WITNESS WHEREOF, the undersigned executed this Plan as of the 4th day of January 2016, to be effective as of the Effective Date.

WestRock Company

By: Robert B. McIntosh

Its: EVP and General Counsel

/s/ Robert B. McIntosh (Signature)

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EX-10.19

Exhibit 10.19

PERFORMANCE UNDERTAKING

THIS NINTH AMENDED AND RESTATED PERFORMANCE UNDERTAKING (this “Undertaking”), dated as of March 12, 2021, is executed by WestRock Company, a Delaware corporation (“WestRock”, the “Parent” or the “Performance Guarantor”), in favor of WestRock Financial, Inc., a Delaware corporation (together with its successors and assigns, “Recipient”).

RECITALS

1. Each of the originators from time to time party thereto (collectively, the “Originators”), and Recipient are parties to that certain Sixth Amended and Restated Receivables Sale Agreement, dated as of July 22, 2016 (as amended, restated or otherwise modified from time to time, the “Sale Agreement”), pursuant to which the Originators, subject to the terms and conditions contained therein, are selling all of their respective right, title and interest in and to certain accounts receivable to Recipient.

2. Performance Guarantor owns, directly or indirectly through one or more affiliates, one hundred percent (100%) of the capital stock or membership interests of each of the Originators and Recipient. Each of the Originators and Performance Guarantor is expected to receive substantial direct and indirect benefits from the sale of receivables to Recipient pursuant to the Sale Agreement (which benefits are hereby acknowledged).

3. As an inducement for Recipient to acquire Originators’ accounts receivable pursuant to the Sale Agreement, the Performance Guarantor has agreed to guaranty the due and punctual performance (a) by Originators of their obligations under the Sale Agreement, and (b) by each Originator of its Servicing Related Obligations (as hereinafter defined).

4. The Performance Guarantor wishes to guaranty the due and punctual performance by Originators of the obligations described in clause 3 above as provided herein and to amend and restate the existing Eighth Amended and Restated Performance Undertaking, dated as of May 2, 2019, by WRKCO Inc. and WestRock in favor of Recipient.

AGREEMENT

NOW, THEREFORE, the Performance Guarantor hereby agrees as follows:

Section 1. Definitions. Capitalized terms used herein and not defined herein shall the respective meanings assigned thereto in the Sale Agreement or the Credit and Security Agreement (as hereinafter defined). In addition:

“Agreements” means the Sale Agreement and the Credit and Security Agreement.

“Credit and Security Agreement” means that certain Eighth Amended and Restated Credit and Security Agreement, dated July 22, 2016, by and among WestRock Financial, Inc., WestRock Converting, LLC, Coöperatieve Rabobank, U.A., New York Branch, as administrative agent and in its capacity as funding agent for the co-agents and the lenders or any successor funding agent thereunder, and the lenders and the co-agents from time to time party thereto, as amended, modified or supplemented from time to time.

“Guaranteed Obligations” means, collectively:

(a) all covenants, agreements, terms, conditions and indemnities to be performed and observed by any Originator under and pursuant to the Sale Agreement and each other document executed and delivered by any Originator pursuant to the Sale Agreement, including, without limitation, the due and

punctual payment of all sums which are or may become due and owing by any Originator under the Sale Agreement, whether for fees, expenses (including reasonable counsel fees), indemnified amounts or otherwise, whether upon any termination or for any other reason; and

(b) all Servicing Related Obligations.

“Servicing Related Obligations” means, collectively, all obligations of WestRock Converting, LLC as Servicer under the Credit and Security Agreement or which arise pursuant to Sections 8.2, 8.3 or 14.4(a) of the Credit and Security Agreement as a result of its termination as Servicer.

Section 2. Guaranty of Performance of Guaranteed Obligations. The Performance Guarantor hereby guarantees to Recipient the full and punctual payment and performance by each Originator of its respective Guaranteed Obligations. This Undertaking is an absolute, unconditional and continuing guaranty of the full and punctual performance of all Guaranteed Obligations of each Originator under the Agreements and each other document executed and delivered by any Originator pursuant to the Agreements and is in no way conditioned upon any requirement that Recipient first attempt to collect any amounts owing by any Originator to Recipient, the Agents or the Lenders from any other Person or resort to any collateral security, any balance of any deposit account or credit on the books of Recipient, the Agents or any Lender in favor of any Originator or any other Person or other means of obtaining payment. Should any Originator default in the payment or performance of any of its Guaranteed Obligations, Recipient (or its assigns) may cause the immediate performance by the Performance Guarantor of the Guaranteed Obligations and cause any payment Guaranteed Obligations to become forthwith due and payable to Recipient (or its assigns), without demand or notice of any nature (other than as expressly provided herein), all of which are hereby expressly waived by the Performance Guarantor. Notwithstanding the foregoing, this Undertaking is not a guarantee of the collection of any of the Receivables and the Performance Guarantor shall not be responsible for any Guaranteed Obligations to the extent the failure to perform such Guaranteed Obligations by any Originator results from Receivables being uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness of the related Obligor; provided that nothing herein shall relieve any Originator from performing in full its Guaranteed Obligations under the Agreements or the Performance Guarantor of its undertaking hereunder with respect to the full performance of such duties.

Section 3. Performance Guarantor’s Further Agreements to Pay. The Performance Guarantor further agrees, as a principal obligor and not as a guarantor only, to pay to Recipient (and its assigns), forthwith upon demand in funds immediately available to Recipient, all reasonable costs and expenses (including court costs and reasonable legal expenses) incurred or expended by Recipient in connection with the Guaranteed Obligations, this Undertaking and the enforcement thereof, together with interest on amounts recoverable under this Undertaking from the time when such amounts become due until payment, at a rate of interest (computed for the actual number of days elapsed based on a 360 day year) equal to the Prime Rate plus 2% per annum, such rate of interest changing when and as the Prime Rate changes.

Section 4. Waivers by Performance Guarantor. The Performance Guarantor waives notice of acceptance of this Undertaking, notice of any action taken or omitted by Recipient (or its assigns) in reliance on this Undertaking, and any requirement that Recipient (or its assigns) be diligent or prompt in making demands under this Undertaking, giving notice of any Termination Event, Amortization Event, other default or omission by any Originator or asserting any other rights of Recipient under this Undertaking. The Performance Guarantor warrants that it has adequate means to obtain from each Originator, on a continuing basis, information concerning the financial condition of such Originator, and that it is not relying on Recipient to provide such information, now or in the future. The Performance Guarantor also

irrevocably waives all defenses (i) that at any time may be available in respect of the Obligations by virtue of any statute of limitations, valuation, stay, moratorium law or other similar law now or hereafter in effect or (ii) that arise under the law of suretyship, including impairment of collateral. Recipient (and its assigns) shall be at liberty, without giving notice to or obtaining the assent of the Performance Guarantor and without relieving the Performance Guarantor of any liability under this Undertaking, to deal with each Originator and with each other party who now is or after the date hereof becomes liable in any manner for any of the Guaranteed Obligations, in such manner as Recipient in its sole discretion deems fit, and to this end the Performance Guarantor agrees that the validity and enforceability of this Undertaking, including without limitation, the provisions of Section 7 hereof, shall not be impaired or affected by any of the following: (a) any extension, modification or renewal of, or indulgence with respect to, or substitutions for, the Guaranteed Obligations or any part thereof or any agreement relating thereto at any time; (b) any failure or omission to enforce any right, power or remedy with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto, or any collateral securing the Guaranteed Obligations or any part thereof; (c) any waiver of any right, power or remedy or of any Termination Event, Amortization Event, or default with respect to the Guaranteed Obligations or any part thereof or any agreement relating thereto; (d) any release, surrender, compromise, settlement, waiver, subordination or modification, with or without consideration, of any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof; (e) the enforceability or validity of the Guaranteed Obligations or any part thereof or the genuineness, enforceability or validity of any agreement relating thereto or with respect to the Guaranteed Obligations or any part thereof; (f) the application of payments received from any source to the payment of any payment Obligations of any Originator or any part thereof or amounts which are not covered by this Undertaking even though Recipient (or its assigns) might lawfully have elected to apply such payments to any part or all of the payment Obligations of such Originator or to amounts which are not covered by this Undertaking; (g) the existence of any claim, setoff or other rights which the Performance Guarantor may have at any time against any Originator in connection herewith or any unrelated transaction; (h) any assignment or transfer of the Guaranteed Obligations or any part thereof; or (i) any failure on the part of any Originator to perform or comply with any term of the Agreements or any other document executed in connection therewith or delivered thereunder, all whether or not the Performance Guarantor shall have had notice or knowledge of any act or omission referred to in the foregoing clauses (a) through (i) of this Section 4.

Section 5. Unenforceability of Guaranteed Obligations Against Originators. Notwithstanding (a) any change of ownership of any Originator or the insolvency, bankruptcy or any other change in the legal status of any Originator; (b) the change in or the imposition of any law, decree, regulation or other governmental act which does or might impair, delay or in any way affect the validity, enforceability or the payment when due of the Guaranteed Obligations; (c) the failure of any Originator or the Performance Guarantor to maintain in full force, validity or effect or to obtain or renew when required all governmental and other approvals, licenses or consents required in connection with the Guaranteed Obligations or this Undertaking, or to take any other action required in connection with the performance of all obligations pursuant to the Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included in the Guaranteed Obligations have become irrecoverable from any Originator for any other reason other than final payment in full of the payment Obligations in accordance with their terms, this Undertaking shall nevertheless be binding on the Performance Guarantor. This Undertaking shall be in addition to any other guaranty or other security for the Guaranteed Obligations, and it shall not be rendered unenforceable by the invalidity of any such other guaranty or security. In the event that acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of any Originator or for any other reason with respect to any Originator, all

such amounts then due and owing with respect to the Guaranteed Obligations under the terms of the Agreements, or any other agreement evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, shall be immediately due and payable by the Performance Guarantor.

Section 6. Representations and Warranties. The Performance Guarantor hereby represents and warrants to Recipient that:

(a) Existence and Standing. The Performance Guarantor is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. The Performance Guarantor is duly qualified to do business and is in good standing as a foreign corporation, and has and holds all corporate power and all governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is conducted except where the failure to so qualify or so hold would not reasonably be expected to have a Material Adverse Effect.

(b) Authorization, Execution and Delivery; Binding Effect. The execution and delivery by the Performance Guarantor of this Undertaking, and the performance of its obligations hereunder, are within its corporate powers and authority and have been duly authorized by all necessary corporate action on its part. This Undertaking has been duly executed and delivered by the Performance Guarantor. This Undertaking constitutes the legal, valid and binding obligation of the Performance Guarantor enforceable against the Performance Guarantor in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) No Conflict; Government Consent. The execution and delivery by the Performance Guarantor of this Undertaking, and the performance of the Performance Guarantor’s obligations hereunder do not contravene or violate (i) its certificate or articles of incorporation or by-laws, (ii) any law, rule or regulation applicable to it, (iii) any restrictions under any agreement, contract or instrument to which it is a party or by which it or any of its property is bound, or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in the creation or imposition of any Adverse Claim on assets of the Performance Guarantor or its Subsidiaries (except as created hereunder) except, in any case, where such contravention or violation would not reasonably be expected to have a Material Adverse Effect. With respect to the transactions contemplated under this Undertaking and the Agreements, the Performance Guarantor and each of its Subsidiaries is in compliance in all material respects with all laws, rules and regulations promulgated by the U.S. Treasury Department Office of Foreign Assets Control pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et. seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order promulgated thereunder (including, without limitation, having in full force and effect any required licenses thereunder).

(d) Financial Statements. The consolidated financial statements of the Performance Guarantor and its consolidated Subsidiaries dated as of December 31, 2018 heretofore delivered to Recipient have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present in all material respects the consolidated financial condition and results of operations of Performance Guarantor and its consolidated Subsidiaries as of such dates and for the periods ended on such dates. Since the later of (i) December 31, 2018 and (ii) the last time this representation was made or deemed made, no event has occurred which would reasonably be expected to have a Material Adverse Effect.

(e) Taxes. The Performance Guarantor has filed all United States federal tax returns and all other tax returns which are required to be filed and have paid all taxes due pursuant to said returns or pursuant to any assessment received by the Performance Guarantor or any of its respective Subsidiaries, except such taxes, if any, as are being contested in good faith and as to which adequate reserves have been provided. No federal or state tax liens have been filed and no claims are being asserted with respect to any such taxes. The charges, accruals and reserves on the books of the Performance Guarantor in respect of any taxes or other governmental charges are adequate.

(f) Litigation and Contingent Obligations. Except as disclosed in the filings made by the Performance Guarantor with the Securities and Exchange Commission, there are no actions, suits or proceedings pending or, to the best of the Performance Guarantor’s knowledge threatened against or affecting the Performance Guarantor or any of its properties, in or before any court, arbitrator or other body, that could reasonably be expected to have a material adverse effect on (i) the business, properties, condition (financial or otherwise) or results of operations of the Performance Guarantor and its Subsidiaries taken as a whole, (ii) the ability of the Performance Guarantor to perform its obligations under this Undertaking, or (iii) the validity or enforceability of any of this Undertaking or the rights or remedies of Recipient hereunder. The Performance Guarantor does not have any material Contingent Obligations not provided for or disclosed in the financial statements referred to in Section 6(d).

(g) ERISA.

(i) Identification of Plans. Except as disclosed on Exhibit III-B of the Credit and Security Agreement, as of the closing date or as of the last date Exhibit III-B of the Credit and Security Agreement was updated to reflect the establishment of a new Plan, neither of the Performance Guarantor, nor its Restricted Subsidiaries nor any of its ERISA Affiliates maintains, contributes to, or has any obligation to contribute to, or has during the past seven (7) years maintained, contributed to, or had any obligation to contribute to, any material Plan that is subject to Title IV of ERISA.

(ii) Compliance. Each Plan maintained by the Performance Guarantor, its Restricted Subsidiaries and any of its ERISA Affiliates has at all times been maintained, by its terms and in operation, in compliance with all applicable laws, and the Performance Guarantor and its Restricted Subsidiaries are subject to no tax or penalty with respect to any Plan of such Person or any ERISA Affiliate thereof, including, without limitation, any tax or penalty under Title I or Title IV of ERISA or under Chapter 43 of the Tax Code, or any tax or penalty resulting from a loss of deduction under Sections 162, 404, or 419 of the Tax Code, where the failure to comply with such laws, and such taxes and penalties, together with all other liabilities referred to in this Section 6(g) (taken as a whole), would in the aggregate have a Material Adverse Effect;

(iii) Liabilities. Neither the Performance Guarantor, nor its Restricted Subsidiaries nor any of its ERISA Affiliates is subject to any liabilities (including withdrawal liabilities) with respect to any Plans of the Performance Guarantor, its Restricted Subsidiaries or any of its ERISA Affiliates, including, without limitation, any liabilities arising from Titles I or IV of ERISA, other than obligations to fund benefits under an ongoing Plan and to pay current contributions, expenses and premiums with respect to such Plans, where such liabilities, together with all other liabilities referred to in this Section 6(g) (taken as a whole), would in the aggregate have a Material Adverse Effect.

(iv) Funding. The Performance Guarantor and its Restricted Subsidiaries, and with respect to any Plan which is subject to Title IV of ERISA, each of its ERISA Affiliates, have made full and timely payment of all amounts (A) required to be contributed under the terms of each Plan and applicable law, and (B) required to be paid as expenses (including PBGC or other premiums) of each Plan, where the

failure to pay such amounts (when taken as a whole, including any penalties attributable to such amounts) would have a Material Adverse Effect. Neither the Performance Guarantor, nor its Restricted Subsidiaries nor any of its ERISA Affiliates is subject to any liabilities with respect to post-retirement medical benefits in any amounts which, together with all other liabilities referred to in this Section 6(g) (taken as a whole), would have a Material Adverse Effect if such amounts were then due and payable.

(v) ERISA Event. No ERISA Event has occurred or is reasonably expected to occur, except for such ERISA Event that individually or in the aggregate would not have a Material Adverse Effect.

Section 7. Financial Reporting. The Performance Guarantor agrees that it will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered in accordance with GAAP, and Performance Guarantor will, and, as applicable, will cause each Originator to, furnish to Buyer (and its assigns):

(a) Annual Reporting. Within 90 days after the close of each of its fiscal years, the annual audited report for that fiscal year for the Performance Guarantor and its Subsidiaries, containing a consolidated balance sheet of the Performance Guarantor and its Subsidiaries as of the end of such fiscal year and the related consolidated statements of income, stockholders’ equity and cash flows (together with all footnotes thereto) of the Performance Guarantor and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year (which financial statements shall be reported on by the Performance Guarantor’s independent certified public accountants, such report to state that such financial statements fairly present in all material respects the consolidated financial condition and results of operation of the Performance Guarantor and its Subsidiaries in accordance with GAAP and to be without any material qualifications or exceptions).

(b) Quarterly Reporting. Within 45 days after the close of the first three (3) quarterly periods of each of its fiscal years, the quarterly unaudited consolidated balance sheet of the Performance Guarantor and its Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows (together with all footnotes thereto) of the Performance Guarantor and its Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Performance Guarantor’s previous fiscal year, accompanied by a certificate, dated the date of furnishing, signed by a Financial Officer of the Performance Guarantor to the effect that such financial statements accurately present in all material respects the consolidated financial condition of the Performance Guarantor and its Subsidiaries and that such financial statements have been prepared in accordance with GAAP consistently applied (subject to year-end adjustments).

(c) Compliance Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form of Exhibit I signed by a Financial Officer of Performance Guarantor and dated the date of such annual financial statement or such quarterly financial statement, as the case may be.

(d) Shareholders Statements and Reports. Promptly upon the filing thereof or otherwise becoming available, copies of all financial statements, annual, quarterly and special reports, proxy statements and notices sent or made available generally by Performance Guarantor to its public security holders, of all regular and periodic reports and all registration statements and prospectuses, if any, filed by any of them with any securities exchange or with the Securities and Exchange Commission, and of all press releases and other statements made available generally to the public containing material developments in the business or financial condition of Performance Guarantor and its Restricted Subsidiaries.

(e) Auditors Reports and Management Letters. Promptly upon receipt thereof, copies of all financial statements of, and all reports submitted by, independent public accountants to Performance Guarantor in connection with each annual, interim, or special audit of Performance Guarantor’s financial statements, including without limitation, the comment letter submitted by such accountants to management in connection with their annual audit.

Section 8. Subrogation; Subordination. Notwithstanding anything to the contrary contained herein, until the Guaranteed Obligations are paid in full the Performance Guarantor: (a) will not enforce or otherwise exercise any right of subrogation to any of the rights of Recipient, the Agents or any Lender against any Originator, (b) hereby waives all rights of subrogation (whether contractual, under Section 509 of the United States Bankruptcy Code, at law or in equity or otherwise) to the claims of Recipient, the Agents and the Lenders against any Originator and all contractual, statutory or legal or equitable rights of contribution, reimbursement, indemnification and similar rights and “claims” (as that term is defined in the United States Bankruptcy Code) which the Performance Guarantor might now have or hereafter acquire against any Originator that arise from the existence or performance of the Performance Guarantor’s obligations hereunder, (c) will not claim any setoff, recoupment or counterclaim against any Originator in respect of any liability of the Performance Guarantor to such Originator and (d) waives any benefit of and any right to participate in any collateral security which may be held by Recipient, the Agents or the Lenders. The payment of any amounts due with respect to any indebtedness of any Originator now or hereafter owed to the Performance Guarantor is hereby subordinated to the prior payment in full of all of the Guaranteed Obligations. The Performance Guarantor agrees that, after the occurrence of any default in the payment or performance of any of the Guaranteed Obligations, the Performance Guarantor will not demand, sue for or otherwise attempt to collect any such indebtedness of any Originator to the Performance Guarantor until all of the Guaranteed Obligations shall have been paid and performed in full. If, notwithstanding the foregoing sentence, the Performance Guarantor shall collect, enforce or receive any amounts in respect of such indebtedness while any Obligations are still unperformed or outstanding, such amounts shall be collected, enforced and received by the Performance Guarantor as trustee for Recipient (and its assigns) and be paid over to Recipient (or its assigns) on account of the Guaranteed Obligations without affecting in any manner the liability of the Performance Guarantor under the other provisions of this Undertaking. The provisions of this Section 7 shall be supplemental to and not in derogation of any rights and remedies of Recipient under any separate subordination agreement which Recipient may at any time and from time to time enter into with the Performance Guarantor.

Section 9. Termination of Performance Undertaking. The Performance Guarantor’s obligations hereunder shall continue in full force and effect until all Obligations are finally paid and satisfied in full and the Credit and Security Agreement is terminated, provided that this Undertaking shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of any Originator or otherwise, as though such payment had not been made or other satisfaction occurred, whether or not Recipient (or its assigns) is in possession of this Undertaking. No invalidity, irregularity or unenforceability by reason of the Bankruptcy Code or any insolvency or other similar law, or any law or order of any government or agency thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall impair, affect, be a defense to or claim against the obligations of the Performance Guarantor under this Undertaking.

Section 10. Effect of Bankruptcy. This Performance Undertaking shall survive the insolvency of any Originator and the commencement of any case or proceeding by or against any Originator under the

Bankruptcy Code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Bankruptcy Code with respect to any Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which any Originator is subject shall postpone the obligations of the Performance Guarantor under this Undertaking.

Section 11. Setoff. Regardless of the other means of obtaining payment of any of the Guaranteed Obligations, Recipient (and its assigns) is hereby authorized at any time and from time to time, without notice to the Performance Guarantor (any such notice being expressly waived by Performance Guarantor) and to the fullest extent permitted by law, to set off and apply any deposits and other sums against the obligations of Performance Guarantor under this Undertaking, whether or not Recipient (or any such assign) shall have made any demand under this Undertaking and although such Obligations may be contingent or unmatured.

Section 12. Taxes. All payments to be made by the Performance Guarantor hereunder shall be made free and clear of any deduction or withholding, provided that Recipient has supplied such tax forms as may be required in order to avoid such deduction or withholding. If, notwithstanding the furnishing of such proper forms, the Performance Guarantor is required by law to make any deduction or withholding on account of tax or otherwise from any such payment, the sum due from it in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Recipient receive a net sum equal to the sum which they would have received had no deduction or withholding been made.

Section 13. Further Assurances. The Performance Guarantor agrees that it will from time to time, at the request of Recipient (or its assigns), provide information relating to the business and affairs of the Performance Guarantor as Recipient may reasonably request. The Performance Guarantor also agrees to do all such things and execute all such documents as Recipient (or its assigns) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve the rights and powers of Recipient hereunder.

Section 14. Successors and Assigns. This Performance Undertaking shall be binding upon the Performance Guarantor, its successors and permitted assigns, and shall inure to the benefit of and be enforceable by Recipient and its successors and assigns. The Performance Guarantor may not assign or transfer any of its obligations hereunder without the prior written consent of each of Recipient and each Agent. Without limiting the generality of the foregoing sentence, Recipient may assign or otherwise transfer the Agreements, any other documents executed in connection therewith or delivered thereunder or any other agreement or note held by them evidencing, securing or otherwise executed in connection with the Guaranteed Obligations, or sell participations in any interest therein, to any other entity or other person, and such other entity or other person shall thereupon become vested, to the extent set forth in the agreement evidencing such assignment, transfer or participation, with all the rights in respect thereof granted to the Recipient herein.

Section 15. Amendments and Waivers. No amendment or waiver of any provision of this Undertaking nor consent to any departure by the Performance Guarantor therefrom shall be effective unless the same shall be in writing and signed by Recipient, the Agents and the Performance Guarantor. No failure on the part of Recipient to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 16. Notices. All notices and other communications provided for hereunder shall be made in writing and shall be addressed as follows: if to the Performance Guarantor, at the address set forth

beneath its signature hereto, and if to Recipient, at the addresses set forth beneath its signature hereto, or at such other addresses as the Performance Guarantor or any Recipient may designate in writing to the others. Each such notice or other communication shall be effective (1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three (3) Business Days after the time such communication is deposited in the mail with first class postage prepaid or (3) if given by any other means, when received at the address specified in this Section 16.(g)

Section 17. Reaffirmation. The Performance Guarantor hereby acknowledges and agrees to be bound by the provisions of Section 4.5 of the Credit and Security Agreement (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees that in connection with and after giving effect to any Benchmark Cessation Changes: (i) its Guaranteed Obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Undertaking or any other Transaction Document shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Transaction Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, the Performance Guarantor hereby fully waives any requirements to notify the Performance Guarantor of any Benchmark Cessation Changes (except as expressly provided in this Section 17 or in Section 4.5 of the Credit and Security Agreement). In furtherance of the foregoing, the Performance Guarantor hereby agrees to take such actions, execute, acknowledge, and deliver, or cause to be executed, acknowledged and delivered, such further agreements, documents or instruments that are reasonably necessary or desirable to carry out the intent and purpose of this Section 17 on its behalf. From time to time, the Performance Guarantor shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request for the purposes implementing or effectuating the provisions of the Section 17 and Section 4.5 of the Credit and Security Agreement, or of renewing, continuing, reaffirming or ratifying the rights of the Administrative Agent, the and the other Secured Parties with respect to the Guaranteed Obligations.

Section 18. GOVERNING LAW. THIS UNDERTAKING SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 19. CONSENT TO JURISDICTION. EACH PARTY TO THIS UNDERTAKING HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS UNDERTAKING, AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR

PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY LOAN PARTY IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY LOAN PARTY AGAINST ANY AGENT OR ANY LENDER OR ANY AFFILIATE OF ANY AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS UNDERTAKING OR ANY DOCUMENT EXECUTED BY SUCH LOAN PARTY PURSUANT TO THIS UNDERTAKING SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

Section 20. Bankruptcy Petition. The Performance Guarantor hereby covenants and agrees that, prior to the date that is one year and one day after the payment in full of all outstanding senior Debt of Recipient, it will not institute against, or join any other Person in instituting against, Recipient any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States.

Section 21. Miscellaneous. This Undertaking constitutes the entire agreement of the Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guaranty of or collateral security for any of the Guaranteed Obligations. The provisions of this Undertaking are severable, and in any action or proceeding involving any state corporate law, or any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Performance Guarantor hereunder would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Performance Guarantor’s liability under this Undertaking, then, notwithstanding any other provision of this Undertaking to the contrary, the amount of such liability shall, without any further action by the Performance Guarantor or Recipient, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding. Any provisions of this Undertaking which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Unless otherwise specified, references herein to “Section” shall mean a reference to sections of this Undertaking.

IN WITNESS WHEREOF, the Performance Guarantor has caused this Undertaking to be executed and delivered as of the date first above written.

By: WESTROCK COMPANY

Name: Robert B. McIntosh

Title: EVP, General Counsel and Secretary

Address for Notices:

Address: WestRock Company 1000 Abernathy Road NE, Suite 125 Atlanta, Georgia 30328 Attn: CFO

Copy to: WestRock Company 1000 Abernathy Road NE, Suite 125 Atlanta, Georgia 30328 Attn: General Counsel

EX-10.15(A)

Exhibit 10.15(a)

as of September 17, 2020

WESTROCK COMPANY OF TEXAS
WESTROCK CONVERTING, LLC
WESTROCK MILL COMPANY, LLC
WESTROCK CALIFORNIA, LLC
WESTROCK MINNESOTA CORPORATION
WESTROCK – SOUTHERN CONTAINER, LLC
WESTROCK CP, LLC
WESTROCK – SOLVAY, LLC
WESTROCK PACKAGING SYSTEMS, LLC
WESTROCK PACKAGING, INC.
WESTROCK - GRAPHICS INC.
WESTROCK CONSUMER PACKAGING GROUP, LLC
WESTROCK BOX ON DEMAND, LLC
WESTROCK MWV, LLC
WESTROCK USC INC.
WESTROCK PAPER AND PACKAGING, LLC
WESTROCK KRAFT PAPER, LLC
WESTROCK LONGVIEW, LLC
WESTROCK CHARLESTON KRAFT LLC
WESTROCK CONTAINER, LLC
(as Sellers)

WESTROCK CONVERTING, LLC
(as Sellers Agent and Servicer)

COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH
(as Purchaser)

and

WESTROCK COMPANY WESTROCK RKT, LLC
(as Guarantors)

AMENDED AND RESTATED
AGREEMENT FOR THE PURCHASING AND
SERVICING OF RECEIVABLES

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

TABLE OF CONTENTS

1. INTERPRETATION	2
1.1. Definitions	2
1.2. Construction	16
1.3. Interpretation	17
2. CONDITIONS PRECEDENT	18
2.1. Conditions to Amendment and Restatement	18
3. SALE AND PURCHASE	18
3.1. Sale and Purchase on the Closing Date	18
3.2. Additional Funding of Purchase Price	20
3.3. Closings	21
3.4. Eligible Receivable Rights	21
3.5. No Obligations Transferred	22
3.6. True Sale	22
4. PURCHASE PRICE ADJUSTMENT; ADMINISTRATIVE FEE	22
4.1. Adjustment	22
4.2. Administrative Fee	23
4.3. Unused Fee	23
4.4. Payment of Purchase Price Adjustment, Administrative Fee and Unused Fee	23
4.5. Benchmark Replacement	24
5. PURCHASE PRICE	24
5.1. Taxes	24
6. COLLECTION AND ADMINISTRATION OF THE COLLECTIONS ACCOUNT	25
6.1. Duties Regarding Servicing of the Receivables	25
6.2. Payments to Collections Account	25
6.3. Distribution of the Amount on Deposit in Collections Account	25
6.4. Investment of Amounts in the Collection Account	27
7. REPURCHASE OF RECEIVABLES; DEFAULTED RECEIVABLES	27
7.1. Repurchase	27
7.2. Credit Default Certification	28
7.3. Defaulted Receivables	29
8. DILUTIONS	30
8.1. Dilutions	30
9. COSTS AND TAXATION	30
9.1. Costs	30
9.2. Taxation	30
9.3. No deductions	30

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10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS	31
10.1. Sellers	31
10.2. Receivables	33
10.3. Guarantors	34
11. COVENANTS	35
11.1. Sellers Covenants	35
12. CONSEQUENCE OF NOTIFICATION EVENT	38
12.1. Actions	38
13. GUARANTEE	38
13.1. Guarantee	38
13.2. Subordination	39
13.3. Guarantee Unconditional; Certain Limitations	39
13.4. Clawbacks	40
14. TERMINATION	40
14.1. Termination of Agreement	40
14.2. No impact on rights or obligations	40
15. PROTECTION OF PURCHASER, FURTHER ASSURANCE	41
15.1. Further Assurance	41
15.2. Enforcement	41
15.3. Custodian	41
16. NOTICES	41
16.1. Notices	41
16.2. Receipt	42
16.3. Facsimile	42
17. FURTHER PROVISIONS	42
17.1. Illegality	42
17.2. Purchaser Right of Set-off	42
17.3. English Language	43
17.4. Amendments	43
17.5. Remedies and Waivers	43
17.6. Counterparts	43
17.7. Payments; Late Payments	43
17.8. No Setoff; Taxes	43
17.9. Assignment; Participation	44
17.10. Successors and Assigns	45
17.11. Entire Agreement	45
17.12. No Third Party Beneficiaries	45
17.13. Independent Contractors	45
17.14. Acknowledgement and Consent to Bail-In of Affected Financial Institutions	45
17.15. Anti-Terrorism Legislation	46

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18. GOVERNING LAW AND JURISDICTION	46
18.1. GOVERNING LAW	46
18.2. Submission to Jurisdiction; Waivers of Jury Trial	46
19. THE SELLERS AGENT	47
19.1. Appointment and Authorization	47
19.2. Delegation of Duties	47
19.3. Exculpatory Provisions	47
19.4. Reliance by Sellers Agent	47
19.5. Notification Events	48
19.6. Non-Reliance on the Sellers Agent and Other Sellers	48
19.7. Indemnification	49
19.8. Agent in Its Individual Capacity	49
19.9. Successor Sellers Agent	49
20. ALLOCATIONS AMONG THE SELLERS	49
20.1. Payments by the Servicer to the Sellers Agent	49
20.2. Payments by the Sellers	50
21. SECURITY INTEREST	50
21.1. Security Interest	50
21.2. Financing Statements	50
21.3. Remedies	50
21.4. Application of Proceeds	51

SCHEDULES

Schedule 1	Conditions Precedent: Documents
Schedule 2	Notification Events
Schedule 3	Eligible Obligors; Eligibility Criteria
Schedule 4	Account Information
Schedule 5	Form of Portfolio Report
Schedule 6	Principal Places of Business; Location(s) of Records; Federal Employer Identification Number; Other Names

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THIS AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of September 17, 2020 (this “Agreement”), is entered into among each of

(i) WESTROCK COMPANY OF TEXAS, a Georgia corporation, WESTROCK CONVERTING, LLC, a Georgia limited liability company, WESTROCK MILL COMPANY, LLC, a Georgia limited liability company, WESTROCK CALIFORNIA, LLC, a California limited liability company, WESTROCK MINNESOTA CORPORATION, a Delaware corporation, WESTROCK – SOUTHERN CONTAINER, LLC, a Delaware limited liability company, WESTROCK CP, LLC, a Delaware limited liability company, WESTROCK - SOLVAY, LLC, a Delaware limited liability company, WESTROCK PACKAGING SYSTEMS, LLC, a Delaware limited liability company, WESTROCK PACKAGING, INC., a Delaware corporation, WESTROCK – GRAPHICS INC., a North Carolina corporation, WESTROCK CONSUMER PACKAGING GROUP, LLC, an Illinois limited liability company, WESTROCK BOX ON DEMAND, LLC, a Delaware limited liability company, WESTROCK MWV, LLC, a Delaware limited liability company, WESTROCK USC INC., a Pennsylvania corporation, WESTROCK PAPER AND PACKAGING, LLC, a Delaware limited liability company, WESTROCK KRAFT PAPER, LLC, a Delaware limited liability company, WESTROCK LONGVIEW, LLC, a Washington limited liability company, WESTROCK CHARLESTON KRAFT, LLC, a Delaware limited liability company, and WESTROCK CONTAINER, LLC, a Georgia limited liability company, as sellers (each of which is referred to herein as a “Seller,” or together the “Sellers”),

(ii) WESTROCK CONVERTING, LLC, a Georgia limited liability company, as agent for the Sellers (in such capacity “SellersAgent”) and as servicer (“Servicer”),

(iii) COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, a Dutch cooperative acting through its New York Branch (“Rabobank”), as purchaser (“Purchaser”), and

(iv) WESTROCK RKT, LLC , a Georgia limited liability company, and WESTROCK COMPANY, a Delaware corporation, as guarantors (each, a “Guarantor” and together, the “Guarantors”).

INTRODUCTION:

The Purchaser, the Sellers, Sellers Agent and Servicer, and the Guarantors are parties to that certain Agreement for the Purchasing and Servicing of Receivables dated as of September 25, 2018, as amended by that First Amendment to Agreement for the Purchasing and Servicing of Receivables dated as of September 19, 2019, by that Second Amendment to Agreement for the Purchasing and Servicing of Receivables dated as of December 18, 2019, by that Third Amendment to Agreement for the Purchasing and Servicing of Receivables dated as of March 31, 2020 and by that Fourth Amendment to Agreement for the Purchasing and Servicing of Receivables dated as of June 30, 2020 (as so amended, the “ExistingAgreement), pursuant to

which Sellers have sold and Purchaser has purchased Eligible Receivables, together with the benefit of all Related Contract Rights, if any, on the terms and subject to the conditions set out in the Existing Agreement.

The Purchaser, the Sellers, Sellers Agent and Servicer, and the Guarantors wish to amend and restate the Existing Agreement as set forth herein.

In consideration of the representations, warranties, covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree that the Existing Agreement is amended and restated as follows:

1. INTERPRETATION

1.1. Definitions. In this Agreement (including its Schedules and recitals) the following terms shall have the following meanings:

“AccessTerminationNotice” has the meaning set forth in the Control Agreement;

“AcquiredEligibleReceivables” means, without duplication, (i) the Eligible Receivables purchased hereunder on the Closing Date as provided in Clause 3.1(a) and (ii) Eligible Receivables purchased hereunder during the Acquisition Period as provided in Clauses 3.1(b) and (c); provided that, without limiting each Seller’s obligations under Clause 7 to repurchase a Receivable that does not satisfy the Eligibility Criteria, any reference to Acquired Eligible Receivables herein (including in Clause 3.6) shall include any Receivable which Sellers have listed in any Portfolio Report or which Sellers have counted for purposes of Clause 3.2 or 6.3(a), in each case, unless and until such Receivable is repurchased in accordance with Clause 7;

“AcquisitionPeriod” means the period beginning on the Closing Date and ending on the Acquisition Period Termination Date;

“AcquisitionPeriodTerminationDate” means the earliest of (a) September 17, 2021, (b) the Business Day specified in a notice declaring the Acquisition Period Termination Date to have occurred delivered by the Purchaser if a Notification Event shall occur and be continuing, and (c) the Business Day specified by 3 days’ written notice of termination to the Purchaser from the Sellers Agent; provided that the Acquisition Period Termination Date shall be deemed to have occurred upon the occurrence of the Notification Event specified in paragraph F of Schedule 2;

“AddedEligibleObligorReceivables” means, with respect to any Eligible Obligor added to Schedule 3 of this Agreement, any Eligible Receivables of such Eligible Obligor owned by a Seller on the Additional Eligible Obligor Date with respect to such added Eligible Obligor;

“AdditionalEligibleObligorDate” means, with respect to any Eligible Obligor added to Schedule 3 of this Agreement, the first date on which the addition of such Eligible Obligor to Schedule 3 of this Agreement is effective as provided in the definition of Eligible Obligor;

“AdditionalFundingAmount” has the meaning set forth in Clause 3.2.

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“AdditionalFundingDate” has the meaning set forth in Clause 3.2.

“AdditionalPurchaseDate” means each Business Day during the Acquisition Period (other than the Closing Date).

“AdditionalReportingDate” means, with respect to any Calculation Date, the Business Day prior to such Calculation Date if so designated by Sellers Agent as an Additional Reporting Date by delivering written notice of such designation to Purchaser no later than 11:00 a.m. on Business Day prior to such Calculation Date; provided, that Sellers Agent may not designate more than four Additional Reporting Dates in any calendar year.

“AdministrativeFee” has the meaning set forth in Clause 4.2;

“AffectedFinancialInstitution” means (a) any EEA Financial Institution or (b) any UK Financial Institution;

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by or under common control with, such Person. For purposes of this definition, “control” when used with respect to any specified Person means possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or board representation or otherwise, and the terms “controlling”, “controlled by” and “under common control with” have meanings correlative to the foregoing;

“Agreement” has the meaning set forth in the introductory paragraph of this Agreement;

“AllocationDate” means, with respect to all payments of Purchase Price and all distributions to the Sellers Agent of Purchase Price pursuant to Clause 6.3(a) the Calculation Date occurring immediately preceding the date of such payment or distribution;

“AmountonDepositintheCollectionsAccount”, subject to Clause 7.3, means, as of any date, the amount on deposit in the Collections Account as of such date minus the aggregate of Purchase Prices payable pursuant to Clause 3.1(b) for Acquired Eligible Receivables purchased prior to such date but not theretofore distributed from the Collections Account pursuant to Clause 6.3(a)(i); provided that (i) all amounts deposited into the Collections Account by a Debtor shall be deemed to have been paid in respect of an Acquired Eligible Receivable if an amount is then due and owing by such Debtor in respect of any such Acquired Eligible Receivable even if an amount is then due and owing in respect of a Receivable that is not an Acquired Eligible Receivable; and (ii) in calculating the Amount on Deposit in the Collections Account on any date, such calculation shall disregard (without duplication) (A) any collections or amounts paid by the applicable Eligible Obligor with respect to any Acquired Eligible Receivable as to which Seller has made a payment pursuant to Clause 8.1 to the extent that the sum of such payment by Seller plus the amounts so collected from or paid by the applicable Eligible Obligor with respect to such Acquired Eligible Receivable exceeds the original Purchase Price paid on the applicable Purchase Date for such Acquired Eligible Receivable and (B) any proceeds of Defaulted Receivables;

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“AnnualPeriod” means each period beginning on (and including) the Monthly Date occurring in September of a calendar year and ending on (but excluding) the Monthly Date occurring in September of the next succeeding calendar year;

“Anti-CorruptionLaws” means all laws, rules, and regulations of any jurisdiction applicable to any WestRock Entity from time to time concerning or relating to bribery or corruption;

“ApplicableProRataBasis” has the meaning set forth in Clause 20.1;

“Bail-InAction” means the exercise of any Write-down and Conversion Powers.

“Bail-InLegislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy” means, with respect to any Person, that such Person (a) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (b) becomes insolvent or is unable to pay its debts or fails or admits in writing in a judicial, regulatory or administrative proceeding or filing its inability generally to pay its debts as they become due; (c) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (d) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (ii) is not dismissed, discharged, stayed or restrained in each case within sixty calendar days of the institution or presentation thereof; (e) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (f) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or similar official for it or for all or substantially all of its assets; (g) has a secured party take possession of all or substantially all of its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within sixty calendar days thereafter; or (h) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (a) to (g) (inclusive);

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“BaseRate” means, as of any date of determination, a fluctuating interest rate per annum in effect from time to time equal to the greater of:

(a) the Prime Rate; and

(b) 1/2 of 1% in excess of the Federal Funds Effective Rate.

“BenchmarkReplacement” means the sum of: (a) the alternate benchmark rate (which may include Term SOFR) that has been selected by the Purchaser and the Sellers Agent in good faith, giving due consideration to (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement to LIBOR for U.S. dollar-denominated syndicated credit facilities and (b) the Benchmark Replacement Adjustment; provided that, if the Benchmark Replacement as so determined would be less than zero, the Benchmark Replacement will be deemed to be zero for the purposes of this Agreement;

“BenchmarkReplacementAdjustment” means, with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Calculation Period, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Purchaser and the Sellers Agent giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time;

“BenchmarkReplacementConformingChanges” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the timing and frequency of determining rates and making payments of purchase price adjustments and other administrative matters) that the Purchaser decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Purchaser in a manner substantially consistent with market practice (or, if the Purchaser decides that adoption of any portion of such market practice is not administratively feasible or if the Purchaser determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Purchaser decides is reasonably necessary in connection with the administration of this Agreement) ;

“BenchmarkReplacementDate” means the earlier to occur of the following events with respect to LIBOR: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein;

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“BenchmarkTransitionEvent” means the occurrence of one or more of the following events with respect to LIBOR: (1) a public statement or publication of information by or on behalf of the administrator of LIBOR announcing that such administrator has ceased or will cease to provide LIBOR, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; (2) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR, the U.S. Federal Reserve System, an insolvency official with jurisdiction over the administrator for LIBOR, a resolution authority with jurisdiction over the administrator for LIBOR or a court or an entity with similar insolvency or resolution authority over the administrator for LIBOR, which states that the administrator of LIBOR has ceased or will cease to provide LIBOR permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide LIBOR; or (3) a public statement or publication of information by the regulatory supervisor for the administrator of LIBOR announcing that LIBOR is no longer representative;

“BenchmarkTransitionStartDate” means (a) in the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication) and (b) in the case of an Early Opt-in Election, the date specified by the Purchaser by notice to the Sellers Agent;

“BenchmarkUnavailabilityPeriod” means, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to LIBOR and solely to the extent that LIBOR has not been replaced with a Benchmark Replacement, the period (x) beginning at the time that such Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced LIBOR for all purposes hereunder in accordance with the Clause 4.5 and (y) ending at the time that a Benchmark Replacement has replaced LIBOR for all purposes hereunder pursuant to Clause 4.5;

“BusinessDay” means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions located in New York City are permitted or required by applicable law or regulation to remain closed;

“CalculationDate” means the Restatement Date and each Monthly Date;

“CalculationPeriod” means (i) the period beginning on (and including) the Closing Date and ending on (but excluding) the next succeeding Calculation Date and (ii) each period thereafter beginning on (and including) a Calculation Date and ending on (but excluding) the next succeeding Calculation Date;

“CanadianAMLActs” means applicable Canadian law regarding anti-money laundering, antiterrorist financing, government sanction and “know your client” matters, including the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada).

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“ChangeofControl” means (a) as applied to Parent, that, during any period of twelve consecutive calendar months, any Person or “Group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, but excluding (A) any employee benefit or stock ownership plans of Parent, and (B) members of the Board of Directors and executive officers of Parent as of the date of the most recent amendment hereto, members of the immediate families of such members and executive officers, and family trusts and partnerships established by or for the benefit of any of the foregoing individuals) shall have acquired more than 50% of the outstanding voting Equity Interests of Parent, except that Parent’s purchase of its common stock outstanding on the date hereof which results in one or more of Parent’s shareholders of record as of the date of this Agreement controlling more than 50% of the outstanding voting Equity Interests of Parent shall not constitute an acquisition hereunder, or (b) Parent ceases to own, directly or indirectly, a majority of the outstanding voting Equity Interests of any other WestRock Party; provided, however, that a Change of Control that would otherwise occur pursuant to clause (a) of this definition as the result of an acquisition of more than 50% of the outstanding voting Equity Interests of Parent shall not be deemed to occur until the date that is 120 days following such acquisition in the event that the long term unsecured senior debt ratings assigned to the surviving entity by S&P and Moody’s are at least “BB” and “Ba2”, respectively;

“Clawback” has the meaning set forth in Clause 13.4;

“ClosingDate” means September 25, 2018;

“Collateral” has the meaning set forth in the Clause 21.1;

“CollectionsAccount” means the following account of Servicer at Wells Fargo Bank, N.A.:

Bank Name:	Wells Fargo Bank, N.A. 420 Montgomery Street San Francisco, CA 94104
Account Name:	[***]
Account Number:	[***]
ABA Routing Number:	[***]
BIC (Swift Routing):	[***]
Lock Box:	[***]

“Commitment” means the lesser of $700,000,000 and the sum of the Eligible Obligor Limits of all Eligible Obligor Groups, subject to adjustment as provided in Clause 7.3 and Clause 17.9 and in the definition of Eligible Obligor Limit. If the Commitment is reduced as a result of any reduction of an Eligible Obligor Limit or the termination of an Eligible Participant as provided for in Clause 17.9, on each Monthly Date occurring on or after such reduction, Servicer shall, as required under Clause 6.3(a) (and without duplicating such requirement), distribute funds from the

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Collection Account to the Purchaser until any excess of the Purchaser Amount Balance over the Commitment is reduced to zero.

“Contract” means a contract concluded between a Seller and a Debtor governing the terms and conditions pursuant to which goods are sold by such Seller to such Debtor and a Receivable arises;

“ControlAgreement” means that certain Amended and Restated Deposit Account Control Agreement dated as of September 25, 2018, by and among Servicer, Purchaser and Wells Fargo Bank, N.A.;

“CreditDefaultCertification” has the meaning set forth in Clause 7.2;

“Debtor” means an obligor (other than a party hereto) which owes a payment obligation to a Seller (and, after giving effect to sales under this Agreement, to Purchaser) in respect of any Acquired Eligible Receivable, including any person who or which is under an obligation to make a payment to a Seller (and, after giving effect to sales under this Agreement, to Purchaser) under any Contract relating to such Acquired Eligible Receivable;

“DefaultedReceivables” has the meaning set forth in Clause 7.3;

“DefaultedReceivablesEvent” has the meaning set forth in Clause 7.3;

“Dilution” means the aggregate amount of price adjustments, counterclaims, deductions (including in respect of Taxes), set-offs, refunds, rebates or other credits against Acquired Eligible Receivables and other adjustments or allowances in respect of any Acquired Eligible Receivables asserted by a Debtor (without regard to the validity of such assertion unless such Debtor is in collusion with the Purchaser or its assignee); provided, however, for the avoidance of doubt, that any price adjustment, counterclaim, deduction, set-off, refund, rebate or other credit paid directly by the Sellers and which does not reduce the payment of any Acquired Eligible Receivables shall not be included for purposes of this definition;

“EarlyOpt-inElection” means the occurrence of: (1) a determination by the Purchaser that U.S. dollar-denominated syndicated credit facilities being executed at such time, or that include language similar to that contained in Clause 4.5 are being executed or amended, as applicable, to incorporate or adopt a new benchmark interest rate to replace LIBOR, and (2) the election by the Purchaser to declare that an Early Opt-in Election has occurred and the provision, as applicable, by the Purchaser of written notice of such election to the Sellers Agent;

“EEAMemberCountry” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“EligibilityCriteria” means the criteria set forth in Part 2 of Schedule 3;

“EligibleObligor” means an obligor listed on Part 1 of Schedule 3 hereto; provided that an Eligible Obligor (x) which is Insolvent or the Eligible Obligor Parent of which is Insolvent or (y) as to which a Defaulted Receivables Event shall have occurred shall cease to be an Eligible Obligor from and after the date the condition in clause (x) or (y) is satisfied; provided, further, that

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on any date after September 25, 2018, upon the written consent (at each party’s sole discretion) of the Sellers, Sellers Agent and Servicer, Guarantor and the Purchaser, Part 1 of Schedule 3 hereto may be revised and supplemented to add or delete obligors, together with such other changes as the parties may agree (it being understood that any such addition of Eligible Obligors shall be effective as of the first Monthly Date occurring on or after the date of such addition).

“EligibleObligorGroup” has the meaning set forth in Part 1 of Schedule 3; provided that any Eligible Obligor Group that ceases to include any Eligible Obligors or with respect to which a Defaulted Receivables Event occurs shall cease to be an Eligible Obligor Group hereunder;

“EligibleObligorLimit” means, with respect to each Eligible Obligor Group, the limit set forth in the table on Part 1 of Schedule 3; provided that if an Eligible Participant shall deliver the Purchaser 30 days’ prior written notice that the Eligible Obligor Limit of any Eligible Obligor Group should be reduced to zero, then the Purchaser shall promptly (but in any event within one (1) Business Day following receipt) deliver a copy of such notice to the Sellers Agent and the Eligible Obligor Limit for such Eligible Obligor Group shall be reduced (i) on the date such notice is delivered, to the then outstanding principal amount of the Acquired Eligible Receivables due from such Eligible Obligor Group on the date such notice is delivered and (ii) on the first Monthly Date which falls 30 days or more after the date such notice is delivered, to zero.

“EligibleObligorParent” has the meaning set forth in Part 1 of Schedule 3;

“EligibleParticipant” means the institutions listed in the Participation Letter, and their affiliates, together with such institutions designated in writing to the Purchaser from time to time by the Sellers Agent;

“EligibleReceivable” means a Receivable that meets all of the Eligibility Criteria;

“EquityInterests” means, with respect to any Person, any and all shares, interests, participations or other equivalents, including membership interests (however designated, whether voting or non-voting), of capital of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership, whether outstanding on the date hereof or issued after the date of this Agreement;

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any rule or regulation issued thereunder;

“ERISAAffiliate” means any trade or business (whether or not incorporated) under common control with any Originator or the Parent within the meaning of Section 414(b) or (c) of the Tax Code (and Sections 414(m) and (o) of the Tax Code for purposes of provisions relating to Section 412 of the Tax Code);

“EUBail-InLegislationSchedule” means the document described as such and published by the Loan Market Association (or any successor Person) from time to time.

“ExistingAgreement” has the meaning set forth in the Introduction to this Agreement;

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“FaceAmount” means, with respect to any Receivable at any given time, the amount outstanding in respect of such Receivable at such time (which, to the extent capable of being calculated at the time the Receivable is sold to Purchaser hereunder, shall be calculated taking into account, and after giving effect to, any volume discounts that may be taken by the applicable Debtor with respect to such Receivable);

“FederalFundsEffectiveRate” means, for any date of determination, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by Purchaser from three federal funds brokers of recognized standing selected by it; provided that if the applicable average as so determined is less than zero, the Federal Funds Effective Rate for purposes of this Agreement and the other Transaction Documents shall be deemed to be zero.

“FederalReserveBankofNewYork’sWebsite” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source;

“FeeLetter” means that certain fee letter agreement dated as of September 25, 2018 between Sellers Agent and Purchaser.

“FundingDate” means (i) the Closing Date and (ii) and any Additional Funding Date;

“FundingNotice” has the meaning set forth in Clause 3.2.

“GAAP” means generally accepted accounting principles as applied in the United States;

“Goods” means any products or any other goods that are the subject of any of the Contracts and that give rise to any Receivables;

“GovernmentalEntity” means any governmental agency, authority, instrumentality or body;

“Guarantee” has the meaning set forth in Clause 13.1(b);

“GuaranteedObligations” has the meaning set forth in Clause 13.1(a);

“Guarantor” has the meaning set forth in the introductory paragraph of this Agreement;

“InitialFundingAmount’ has the meaning set forth in Clause 3.1(a);

“Insolvent” means with respect to any Person that (1) a Bankruptcy has occurred with respect to such Person or (2) a default in respect of indebtedness of such Person for money borrowed in an amount equal to or greater than $50,000,000 has occurred which would allow such indebtedness to be accelerated;

“LIBOR” means for any Calculation Period, or any other period, the rate for deposits in U.S. Dollars for a period equal to the Calculation Period or such other period which appears on

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the Bloomberg Screen LIBOR01 Page (or any successor source) as of 11:00 a.m., London time, on the day that is two (2) London Banking Days preceding such Calculation Period (or, in the case of the first Calculation Period, as of 11:00 a.m., London time, on the Closing Date) or such other period; provided that if the Calculation Period or such other period is not equal to a period specified on such page, the rate shall be calculated using Linear Interpolation. In the event that such rate is not available at such time for any reason, then the LIBOR Rate for such Calculation Period or such other period shall be the average rate at which U.S. Dollar deposits in an amount comparable to the then Purchaser Amount Balance and for a maturity comparable to such Calculation Period or such other period are offered by three leading banks selected by Purchaser with the consent of Seller (such consent not to be unreasonably withheld) in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, on the day that is two (2) London Banking Days preceding the date on which such Calculation Period or other period commences; provided that LIBOR for purposes of Clause 17.7 shall be overnight LIBOR determined on a daily basis; provided further, that notwithstanding anything to the contrary in this definition, in no event shall LIBOR for any period hereunder be less than 0.00%;

“LinearInterpolation” means straight-line interpolation by reference to two rates, one of which shall be determined as if the Calculation Period were the period of time for which rates are available next shorter than the length of the Calculation Period and the other of which shall be determined as if the Calculation Period were the period of time for which rates are available next longer than the length of the Calculation Period; such determinations to be made by Purchaser;

“LondonBankingDay” means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the City of London;

“MonthlyDate” means the last Business Day of each calendar month; “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto; “NotificationEvent” means any of the events mentioned in Schedule 2; “OFAC’ has the meaning set forth in Clause 10.1(i);

“OutstandingAcquiredEligibleReceivables” means, as of any date, the Acquired Eligible Receivables as of such date that have a positive Face Amount;

“Parent” means Westrock Company, a Delaware corporation; “Participant” has the meaning set forth in Clause 17.9;

“ParticipationLetter” means that certain amended and restated letter agreement dated as of September 19, 2019 among Servicer, Sellers Agent and Purchaser specifying the Eligible Participants and certain terms of such participation, as the same may be amended, restated or otherwise modified from time to time;

“PatriotAct” means the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001;

“PBGC” means the Pension Benefit Guaranty Corporation, or any successor thereto;

“PermittedInvestments” means:

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(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one Business Day from the date of acquisition thereof;

(b) investments in commercial paper maturing within one Business Day from the date of acquisition thereof and having, at such date of acquisition, P1 and Al from Moody’s and S&P, respectively;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one Business Day from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000; and

(d) fully collateralized repurchase agreements with a term of not more than one Business Day for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above.

“Person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, association, Governmental Entity or other entity;

“Plan” means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which the WestRock Parties or any of their respective ERISA Affiliates is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“PortfolioReport” means a report updated on a daily basis with respect to the Acquired Eligible Receivables in a form attached hereto as Schedule 5 and which shall include the Amount on Deposit in the Collections Account;

“PotentialNotificationEvent” means the occurrence of any event which, with the giving of notice or lapse of time or both would, or would reasonably be expected to, become a Notification Event;

“PrimeRate” means, for any date of determination, the rate of interest per annum published on such date in the Wall Street Journal as the “prime rate” and, if the Wall Street Journal does not publish such rate on such date, then the term “Prime Rate” shall mean the average of the prime interest rates which are announced, from time to time, by the three (3) largest banks (by assets) headquartered in the United States which publish a prime, base or reference rate, in any case not to exceed the maximum rate permitted by law; provided that if the rate as so determined is less than zero, the Prime Rate for purposes of this Agreement and the other Transaction Documents shall be deemed to be zero.

“PubliclyAvailableInformation” has the meaning set forth in the 2003 Credit Derivatives Definitions published by International Swaps and Derivatives Associations, Inc.;

“PurchaseDate” means the Closing Date and any Additional Purchase Date;

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“PurchasePrice” means the purchase price payable pursuant to Clauses 3.1(a), (b) and (c) in respect of any Acquired Eligible Receivables;

“PurchasePriceAdjustment” has the meaning set forth in Clause 4.1;

“Purchaser” has the meaning set forth in the introductory paragraph of this Agreement;

“PurchaserAmountBalance” means, as of any date of determination, the net of: (i) the Initial Funding Amount, plus (ii) the cumulative Additional Funding Amounts, if any, paid by Purchaser pursuant to Clause 3.2 after September 25, 2018 through such date of determination, minus (iii) the cumulative amounts distributed to Purchaser pursuant to Clause 6.3 after September 25, 2018 through such date of determination, minus (iv) the cumulative amount of Defaulted Receivables after September 25, 2018 through such date of determination.

“Purchaser’sAccount” means the account specified as Purchaser’s Account in Schedule 4 or such other account as Purchaser may designate to Seller in writing.

“Rabobank” has the meaning set forth in the introductory paragraph of this Agreement;

“Receivable” means a Debtor’s payment obligation to a Seller (and, after giving effect to sales under this Agreement, to Purchaser) in connection with an invoice issued by such Seller to such Debtor evidencing the sale of Goods by such Seller to such Debtor (including, if applicable, any state and local taxes and similar amounts payable by the Debtor together with the purchase price);

“RelatedContractRights” means in relation to any Receivable, to the extent not prohibited by the relevant Contract (which prohibition is not superseded under applicable law), any rights under or relating to the Contract to the extent necessary to enforce collection of the Receivable;

“RelatedRights” means, with respect to any Receivable, to the extent not prohibited by the relevant Contract (which prohibition is not superseded under applicable law):

(a) all security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise; and

(b) all guarantees, insurance (but only to the extent such insurance relates solely to Receivables that are of the type that will be sold hereunder) and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise;

“RelevantGovernmentalBody” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto;

“ReportingDate” means, with respect to any Calculation Date, the second Business Day preceding such Calculation Date.

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“ResolutionAuthority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“S&P” means S&P Global Ratings, comprised of (i) a separately identifiable business unit within Standard & Poor’s Financial Services LLC, a Delaware limited liability company wholly-owned by S&P Global Inc. (“SPGI”), and (ii) the credit ratings business operated by various other subsidiaries that are wholly-owned, directly or indirectly, by SPGI, and any successor thereto;

“SanctionedEntity” means (i) a country or a government of a country, (ii) an agency of the government of a country, (ii) an organization directly or indirectly controlled by a country or its government, or (iv) a person or entity resident in or determined to be resident in a country, that is subject to Sanctions;

“SanctionedPerson” means (i) a person named on the list of Specially Designated Nationals maintained by OFAC, (ii) any Person operating, organized or resident in a Sanctioned Entity or (iii) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (i) or (ii);

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the U.S. government, including those administered by OFAC or the U.S. Department of State, (ii) the Canadian government, (ii) the United Nations Security Council, (iv) the European Union or (v) Her Majesty’s Treasury of the United Kingdom;

“SecuredObligations” means (a) the due and punctual payment by the Sellers of all of their respective obligations to the Purchaser under the Control Agreement or this Agreement, including obligations to pay the Purchase Price Adjustments, any amounts re-characterized as a principal advance made by Purchaser to such Seller under this Agreement (notwithstanding the intent of the parties thereto that the sale, transfer, assignment and conveyance of the Receivables contemplated by this Agreement shall constitute a sale of such Receivables from each Seller to Purchaser and not a financing transaction), the amount required to be deposited into or distributed to Purchaser from the Collections Account, fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (b) the due and punctual performance of all other obligations of each Seller under or pursuant to the Control Agreement or this Agreement.

“SecurityInterest” means any pledge, charge, lien, assignment by way of security, retention of title and any other encumbrance or security interest whatsoever created or arising under any relevant law, as well as any other agreement or arrangement having the effect of or performing the economic function of conferring security howsoever created or arising;

“Seller” has the meaning set forth in the introductory paragraph of this Agreement;

“Seller’sAccount” means the account of Sellers (if any) specified as Seller’s Account in Schedule 4, or such other account of Sellers as Sellers Agent may designate to Purchaser in writing;

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“SellersAgent” has the meaning set forth in the introductory paragraph of this Agreement;

“Servicer” has the meaning set forth in the introductory paragraph of this Agreement;

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website;

“SpecifiedPaymentDate” means, in relation to a Receivable, the fixed date upon which such Receivable is due for payment as specified (as of the date of acquisition of such Receivable by Purchaser hereunder) in the relevant Contract or invoice under which the obligation to make payment arises;

“SubstituteFundingNotice” has the meaning set forth in Clause 3.2(c);

“SubstitutePaymentAmount” has the meaning set forth in Clause 3.2(c);

“Tax” means any present or future tax, impost, duty, levy, withholding, or charges of a similar nature payable to or imposed by any Governmental Entity, including any sales, use, excise or similar taxes (together with any related penalties, fines, surcharges and interest);

“TaxCode” means the Internal Revenue Code of 1986, as the same may be amended from time to time;

“TermSOFR” means the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body;

“TransactionDocuments” means this Agreement, the Participation Letter, the Control Agreement, and the Fee Letter;

“Transactions” mean the transactions contemplated by this Agreement;

“TransferConditions” means the satisfaction in the reasonable judgment of Purchaser of each of following:

(i) no Notification Event has occurred which has not been waived;

(ii) no Potential Notification Event has occurred which has not been waived; and

(iii) the Acquisition Period has not been terminated;

“UCC”means the Uniform Commercial Code as in effect in the applicable jurisdiction;

“UKFinancialInstitution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which

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includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms;

“UKResolutionAuthority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution;

“UnadjustedBenchmarkReplacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment;

“UnusedFee” has the meaning set forth in Clause 4.3;

“UnusedFeeRate” means, with respect to any Calculation Period, (i) if the daily average Purchaser Amount Balance during such Calculation Period is less than or equal to 75% of the daily average aggregate Commitment during such Calculation Period, [***] per annum or (ii) if the daily average Purchaser Amount Balance during such Calculation Period is greater than 75% of the daily average aggregate Commitment during such Calculation Period, [***] per annum;

“WestRockParties” means, collectively, (i) the Sellers, (ii) Sellers Agent, (iii) Servicer and (iv) the Guarantors;

“WestRockEntities” means, collectively, (i) the WestRock Parties and (ii) any of their respective Affiliates.

“Write-DownandConversionPowers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.2. Construction. Except where the context otherwise requires: all references to an Eligible Receivable shall include the proceeds thereof and its Related Contract Rights (if any).

1.3. Interpretation.

(a) The headings, sub-headings and table of contents in this Agreement shall not affect its interpretation. References in this Agreement to Clauses and Schedules shall, unless the context otherwise requires, be references to Clauses of, and Schedules to, this Agreement.

(b) Words denoting the singular number only shall include the plural number also and vice versa; words denoting one gender only shall include the other genders and words denoting persons shall include firms and corporations and vice versa.

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(c) References to a Person are also to its permitted successors or assigns.

(d) References in this Agreement to any agreement or other document shall be deemed also to refer to such agreement or document as amended or varied or novated from time to time.

(e) References to an amendment include a supplement, novation, restatement or re-enactment and amend and amended (or any of their derivative forms) will be construed accordingly.

(f) Reference to a time of day is a reference to New York City time.

(g) “Include”, “includes” and “including” shall be deemed to be followed by the words “without limitation.”

(h) “Hereof’, “hereto”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement.

(i) References to a “writing” or “written” include any text transmitted or made available on paper or through electronic means.

(j) References to “$”, U.S. Dollars or otherwise to dollar amounts refer to the lawful currency of the United States.

(k) References to a law include any amendment or modification to such law and any rules and regulations issued thereunder, whether such amendment or modification is made, or issuance of such rules and regulations occurs, before or after the Closing Date.

(l) Any Receivable generated by a Seller after 5:00 p.m. on any day shall be deemed to have been generated on the next day.

(m) All calculations of amounts hereunder on any date shall be made after giving effect to Clause 7.3 (other than calculations contained within Clause 7.3 itself).

2. CONDITIONS PRECEDENT

2.1. Conditions to Amendment and Restatement. The effectiveness of this Agreement is subject to the satisfaction of the following conditions on the date hereof:

(a) each of the representations and warranties of Sellers set forth herein shall be true and correct in all material respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representation and warranty shall be true and correct) as of such date;

(b) the Transfer Conditions are satisfied as of such date; and

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(c) the documents listed in Schedule 1 shall have been delivered to Purchaser in form and substance reasonably satisfactory to Purchaser.

3. SALE AND PURCHASE

3.1. Sale and Purchase on the Closing Date.

(a) Subject to the terms and conditions hereof, on the Closing Date, the Sellers sold to Purchaser, and Purchaser purchased from the Sellers, all of each Seller’s right, title and interest in and to the Eligible Receivables specified on the Closing Date Portfolio Report in the order of priority set forth in Clause 3.1(d) below until the sale of the next such Eligible Receivable caused the aggregate Face Amount of the Outstanding Acquired Eligible Receivables to exceed the Commitment as of the Closing Date. The Purchase Price for the Eligible Receivables acquired on the Closing Date was the aggregate Face Amount thereof (the “InitialFundingAmount”). The Initial Funding Amount was paid as provided in Clause 3.3(b) below.

(b) On each Additional Purchase Date, at 5:00 p.m., the Sellers shall sell to Purchaser, and Purchaser shall purchase from the Sellers, each Eligible Receivable available and owned by a Seller at such time in the order of priority set forth in Clause 3.1(d) below until the sale of the next such Eligible Receivable would cause (x) the aggregate Purchase Prices of all Eligible Receivables acquired on such Additional Purchase Date pursuant to this Clause 3.1(b) to exceed an amount equal to the Amount on Deposit in the Collections Account (plus any amount deposited by Purchaser into the Seller’s Account on such Additional Purchase Date in accordance with Clause 3.2), (y) the aggregate Face Amount of the Outstanding Acquired Eligible Receivables to exceed the Commitment as of such Additional Purchase Date, or (z) the aggregate Face Amount of the Outstanding Acquired Eligible Receivables with respect to any Eligible Obligor Group to exceed the Eligible Obligor Limit applicable to such Eligible Obligor Group (it being understood that this clause (z) shall not prevent the sale of Eligible Receivables of Eligible Obligors in other Eligible Obligor Groups to the extent otherwise permitted under clauses (x) and (y)). The Purchase Price for each Eligible Receivable acquired on an Additional Purchase Date pursuant to this Clause 3.1(b) shall be the Face Amount thereof and shall be paid (i) first, from any amount deposited by Purchaser into Seller’s Account on such Additional Purchase Date in accordance with Clause 3.2 and (ii) second, from available Amounts on Deposit in the Collections Account as provided in Clause 6.3(a) (it being understood that such Eligible Receivables purchased using Amounts on Deposit in the Collections Account shall be sold on such Additional Purchase Date irrespective of whether Servicer distributes the Purchase Prices therefor from the Collections Accounts on such date).

(c) In addition to the foregoing, but only after giving effect to Clause 3.1(b), at 5:00 p.m. on each Additional Purchase Date, if any Seller owes any amount to Purchaser pursuant to Clause 7 (Repurchase of Receivables; Defaulted Receivables) or 8 (Dilutions) (including with respect to any Defaulted Receivable), such Seller shall sell to Purchaser, and Purchaser shall purchase from such Seller, each Eligible Receivable available and owned by such Seller at such time in the order of priority set forth in Clause 3.1(d) below until the sale of the next such Eligible Receivable from such Seller that would cause (x) the aggregate Purchase Prices of all such Eligible Receivables acquired on such Additional Purchase Date pursuant to this Clause 3.1(c) to exceed the amount owing by such Seller on such date under Clauses 7 and 8, (y) the aggregate Face

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Amount of the Outstanding Acquired Eligible Receivables to exceed the Commitment as of such Additional Purchase Date or (z) the aggregate Face Amount of the Outstanding Acquired Eligible Receivables with respect to any Eligible Obligor to exceed the Eligible Obligor Limit applicable to such Eligible Obligor (it being understood that this clause (z) shall not prevent the sale of Eligible Receivables of Eligible Obligors in other Eligible Obligor Groups to the extent otherwise permitted under clauses (x) and (y)). The Purchase Price for each Eligible Receivable acquired on each Additional Purchase Date pursuant to this Clause 3.1(c) shall be the Face Amount thereof and shall be deemed paid by way of a set-off against, and in satisfaction of, the corresponding amount owing by the related Seller pursuant to Clause 7 or 8 on such Additional Purchase Date.

(d) The Eligible Receivables to be sold on each Additional Purchase Date pursuant to Clauses 3.1(a), 3.1(b) or 3.1(c), respectively, shall be sold by Sellers in the following order of priority: (i) Eligible Receivables shall be sold, assigned and purchased in the order of the date on which they were generated (i.e., on first-in, first-out basis), and (ii) in the case of Eligible Receivables that are generated on the same day, such Eligible Receivables shall be sold, assigned and purchased in descending order of the Face Amount thereof, with the Eligible Receivable with the highest Face Amount being sold first and the Eligible Receivable with the lowest Face Amount being sold last; provided, that for purposes of determining the priority of Eligible Receivables to be sold in accordance with this Clause 3.1(d), any Eligible Receivable not permitted to be purchased as the result of applicable Eligible Obligor Limits as provided in subclause (z) of each of Clauses 3.1(a), 3.1(b) and 3.1(c) shall be disregarded, and the determination of priority shall continue on to the next Eligible Receivable (if any) permitted to be purchased under such subclause (z).

(e) For the avoidance of doubt, each subsequent sale and purchase of Receivables in accordance with the procedures set forth in Clauses 3.1(b) and 3.1(c) shall continue without further action by the parties, in the order of priorities set forth in Clause 3.1(d), until the Acquisition Period Termination Date.

(f) Notwithstanding any other provision of this Agreement to the contrary, the Sellers will only sell, and the Purchaser will only purchase, Eligible Receivables due from [***] Obligors to the extent, if any, that the aggregate Face Amount of such Eligible Receivables exceeds the aggregate outstanding principal amount of the accounts payable by the WestRock Entities to the [***] Obligors.

3.2. Additional Funding of Purchase Price.

(a) If the Purchaser Amount Balance as of any Calculation Date occurring during the Acquisition Period (after giving effect to any distributions pursuant to Clause 6.3 on such Calculation Date) is less than the Commitment as of such Calculation Date (after giving effect to any reductions thereof on such Calculation Date) and the Amounts on Deposit in the Collections Account as of such Calculation Date (excluding any Additional Funding Amount requested with respect to such Calculation Date) would be insufficient to allow Purchaser to purchase all of the Eligible Receivables that would otherwise be subject to purchase in accordance with Clause 3.1(b) and Clause 3.1(c) on such Calculation Date but for such insufficiency, then, so long as the Transfer Conditions are satisfied, Sellers Agent may, by written notice to Purchaser (each a “FundingNotice”) delivered no later than 11:00 a.m. on the second Business Day prior to such Calculation

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Date (each such Calculation Date as to which such a request is received being referred to herein as an “AdditionalFundingDate”), request that Purchaser fund an aggregate amount of additional Purchase Price (an “AdditionalFundingAmount”) not to exceed the least of (x) such insufficiency, (y) the maximum amount which, when added to the then-outstanding Purchaser Amount Balance, would not exceed the then-applicable Commitment or (z) the maximum amount which, giving effect to the Eligible Obligor Limits and the identities of the Eligible Obligor Groups with respect to the Eligible Receivable available for sale and owned by a Seller at such time, could be applied to the Purchase Price of Eligible Receivables on such date, provided no such prior notice shall be required with respect to any Additional Funding Amount to be advanced on the Restatement Date. Upon receipt of such Funding Notice, subject to the terms and conditions hereof, Purchaser shall deposit the Additional Funding Amount on the applicable Additional Funding Date as provided in Clause 3.2(b) below; provided that, if the Sellers Agent shall designate an Additional Reporting Date with respect to any Calculation Date as to which it has delivered a Funding Notice, then the Sellers Agent shall deliver an updated Funding Notice with an updated Additional Funding Amount no later than 11:00 a.m. on such Additional Reporting Date, which such updated Funding Notice shall be substituted for the previously delivered Funding Notice.

(b) Subject to satisfaction of the Transfer Conditions as of such Additional Funding Date, Purchaser shall deposit the applicable Additional Funding Amount into the Seller’s Account (or, if no Seller’s Account has been designated, into the Collections Account) in accordance with Clause 3.3 below to be applied to the purchase of Eligible Receivables as provided in Clause 3.1(b); provided, that (i) if the Additional Funding Amount deposited in the Seller’s Account exceeds the amount of Eligible Receivables to be purchased on such Additional Funding Date pursuant to Clause 3.1(b), Sellers Agent shall deposit such excess into the Collections Account no later than the next succeeding Business Day; (ii) if the Commitment hereunder is reduced after the delivery of a Funding Notice but on or prior to the funding of the Additional Funding Amount on the Additional Funding Date for such Funding Notice, and the Purchaser Amount Balance would, after giving effect to the funding of the applicable Additional Funding Amount, exceed the Commitment as so reduced, the Additional Funding Amount shall be adjusted to eliminate any such excess, and (iii) if a Participant fails to fund its share in accordance with its participation agreement of the Additional Funding Amount to be paid on such Additional Funding Date (such a Participant, a “DefaultingParticipant”), then, without duplication of any adjustment under clause (ii) above, the Additional Funding Amount payable by Purchaser on such Additional Funding Date shall be reduced by the amount such Participant failed to fund with respect to such Additional Funding Date.

(c) In the event that the Additional Funding Amount payable on an Additional Funding Date is reduced pursuant to the third proviso to Clause 3.2(b) because of a Defaulting Participant, then Sellers Agent may deliver to Purchaser an additional Funding Notice (a “SubstituteFundingNotice”) no later than 11:00 a.m. on next Business Day succeeding such Additional Funding Date requesting that Purchaser fund a further aggregate amount of additional Purchase Price (a “SubstituteFundingAmount”) not to exceed the lesser of (x) the amount the Defaulting Participant failed to fund on such Additional Funding Date and (y) the excess (if any) of the Commitment (disregarding any portion thereof attributable to the remaining unfunded portion of the applicable Defaulting Participant’s maximum aggregate participation amount under its participation agreement) over the Purchaser Amount Balance (after giving effect to the payment

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of the Additional Funding Amount on such Additional Funding Date). The Additional Funding Date applicable to such Substitute Funding Notice shall be the third Business Day following the Additional Funding Date on which the applicable payment failure occurred, and all other terms and conditions of Clauses 3.2(a) and 3.2(b) shall apply, mutatis mutandis, to such Substitute Funding Notice and the payment to Sellers of the Substitute Funding Amount; provided, that unless otherwise agreed by Purchaser and Sellers Agent, the applicable Defaulting Participant shall not fund any such Substitute Funding Amount, and the third proviso to Clause 3.2(b) shall not apply to any failure by such Defaulting Participant to fund any portion of such Substitute Funding Amount.

3.3. Closings.

(a) Subject to the terms and conditions of this Agreement, each closing with respect to an Additional Funding Amount shall take place no later than 5:00 p.m. on the applicable Additional Funding Date.

(b) On the Closing Date, subject to the terms and conditions of this Agreement, Purchaser shall pay to Sellers Agent by 5:00 p.m. an amount equal to the Initial Funding Amount by wire transfer of immediately available funds to the Seller’s Account (or, if no Seller’s Account has been designated as of the Closing Date, to the Collections Account).

(c) On each Additional Funding Date, Purchaser shall pay to Sellers Agent by 5:00 p.m. an amount equal to the Additional Funding Amount for such Funding Date (as such Additional Funding Amount may be adjusted in accordance with Clause 3.2) by wire transfer of immediately available funds to the Seller’s Account (or, if no Seller’s Account has been designated as of such Additional Funding Date, to the Collections Account).

3.4. Eligible Receivable Rights. The sale of the Eligible Receivables shall include,

and, following such sale, Purchaser shall be fully entitled to:

(a) all rights, title, benefit and interest in and to the Eligible Receivables and the proceeds thereof;

(b) all Related Rights with respect to the Eligible Receivables; and

(c) all Related Contract Rights with respect to the Eligible Receivables.

For the avoidance of doubt, (x) the purchase of the Acquired Eligible Receivables on the Closing Date that are paid on the Closing Date shall include all such amounts paid in respect of such Acquired Eligible Receivables whether or not such amounts were paid before or after the consummation of the Transactions on the Closing Date and (y) the purchase of the Added Eligible Obligor Receivables on any Additional Eligible Obligor Date that are paid on such date shall include all such amounts paid in respect of such Acquired Eligible Receivables whether or not such amounts were paid before or after the consummation of the Transactions on such date.

3.5. No Obligations Transferred. Notwithstanding anything to the contrary contained in this Agreement, (a) the sale, transfer, assignment and conveyance to Purchaser of any interest in Acquired Eligible Receivables pursuant to this Agreement shall not in any way subject

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Purchaser to, or transfer, affect or modify, any obligation or liability of any Seller under, the applicable Contract and (b) Purchaser expressly does not assume or agree to become responsible for any obligation or liability of any Seller whatsoever.

3.6. True Sale. It is the intention of the parties hereto that the sale, transfer, assignment and conveyance of the Eligible Receivables contemplated by this Agreement shall constitute a sale of such Eligible Receivables from the applicable Seller to Purchaser and not a financing transaction, borrowing or loan. Accordingly, each Seller will treat (including in its financial statements) the sale, transfer, assignment and conveyance of such Eligible Receivables as a sale of an “account” in accordance with the UCC. Each Seller hereby authorizes Purchaser to file such financing statements (and continuation statements with respect to such financing statements when applicable) naming such Seller as Seller and Purchaser as Purchaser of such Eligible Receivables as may be necessary to perfect such sale. If, notwithstanding the intent of the parties hereto in this regard, the sale, transfer, assignment and conveyance of the Eligible Receivables contemplated hereby is held not to be a sale, each Seller shall be jointly and severally obligated for the obligations of each other Seller or Sellers hereunder and each Seller does hereby grant a first priority security interest in and to all Acquired Eligible Receivables, the Collections Account and all amounts on deposit therein or credited thereto and any “proceeds” thereof (as such term is defined in the UCC) (including all Related Rights and Related Contract Rights), for the benefit of Purchaser to secure payment to Purchaser (including any amounts payable to Purchaser via each Seller’s obligation to deposit amounts into the Collections Account) of all amounts payable hereunder by such Seller and each other Seller including the Purchaser Amount Balance, the Purchase Price Adjustments and Administrative Fees, and each Seller does hereby authorize Purchaser to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect Purchaser’s security interest under the UCC.

4. PURCHASE PRICE ADJUSTMENT; ADMINISTRATIVE FEE

4.1. Adjustment. The Sellers, jointly and severally, shall pay to Purchaser, in respect of each Calculation Period, an adjustment (the “PurchasePriceAdjustment”) to the Purchaser Amount Balance to provide Purchaser an acceptable yield on its investment for having paid the Face Amount for the Acquired Eligible Receivables. The Purchase Price Adjustment shall be calculated in accordance with the following formula:

Purchase Price Adjustment = PAB*(LIBOR+M)*T/360

where:

PAB refers to the Purchaser Amount Balance as of the first day of the Calculation Period;

LIBOR refers to LIBOR for such Calculation Period;

M refers to [***]; and

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T refers to the number of days in the applicable Calculation Period for which the Purchase Price Adjustment is calculated;

provided, that if any Substitute Funding Amount is advanced on any date which is after the Monthly Date that is the first day of a Calculation Period, then the Sellers shall also pay to the Purchaser as part of the Purchase Price Adjustment for such Calculation Period an amount equal to the product of (x) such Substitute Funding Amount, (y) (LIBOR+M) and (z) the number of days from and including the related advance date to but excluding the following Calculation Date divided by 360.

4.2. Administrative Fee. The Sellers, jointly and severally, shall pay to Purchaser, in respect of each Annual Period, an annual administrative fee equal to [***] (the “AnnualAdministrativeFee”). In addition, the Sellers, jointly and severally, shall pay to Purchaser, in respect of each Calculation Period, an additional administrative fee (the “VariableAdministrativeFee” and, together with the Annual Administrative Fee, the “AdministrativeFees”). The Variable Administrative Fee shall be calculated in accordance with the following formula:

Variable Administrative Fee = PAB*M*T/360

where:

PAB refers to the Purchaser Amount Balance as of the first day of the Calculation Period

M refers to [***]

T refers to the number of days in the applicable Calculation Period for which the Variable Administrative Fee is calculated

4.3. Unused Fee. The Sellers, jointly and severally, shall pay to Purchaser, in respect of each Calculation Period, an unused fee (the “UnusedFee”) for each day during the related Calculation Period equal to the product of (x) Unused Fee Rate times (y) the excess, if any, of (i) the daily average aggregate Commitment during the related Calculation Period over (ii) the daily average Purchaser Amount Balance during such Calculation Period.

4.4 Payment of Purchase Price Adjustment, Administrative Fee and Unused Fee. The Purchase Price Adjustment shall be payable in arrears to Purchaser on each Calculation Date, commencing on September 28, 2018. The Variable Administrative Fee shall be payable in arrears to Purchaser on each Calculation Date, commencing on September 28, 2018. The Unused Fee shall be payable in arrears to Purchaser on each Calculation Date, commencing on October 30, 2020. The Annual Administrative Fee shall be payable in advance to Purchaser on the Monthly Date occurring in September of each calendar year, commencing on September 28, 2018. For the avoidance of doubt, Sellers’ obligation to pay the Purchase Price Adjustment, the Unused Fee and the Administrative Fees is a separate obligation of Sellers and the payment thereof shall not be made from amounts in the Collections Account.

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4.5 Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, the Purchaser and the Sellers Agent may amend this Agreement to replace LIBOR with a Benchmark Replacement. No replacement of LIBOR with a Benchmark Replacement will occur prior to the applicable Benchmark Transition Start Date.

In connection with the implementation of a Benchmark Replacement, the Purchaser will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

The Purchaser will promptly notify the Sellers Agent of (i) any occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date and Benchmark Transition Start Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes and (iv) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Purchaser pursuant to this Clause 4.5 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Clause 4.5.

If no Benchmark Replacement has been determined on or before the Benchmark Replacement Date, Purchaser will promptly so notify Sellers Agent of the commencement of a Benchmark Unavailability Period. During such Benchmark Availability Period, “LIBOR” shall be deemed to equal the Base Rate.

5. PURCHASE PRICE

5.1. Taxes. The Purchase Price shall constitute full consideration for any Taxes which any Seller may be liable to account for in respect of the sale of the Acquired Eligible Receivables hereunder and accordingly no Seller shall be entitled to require that any amounts be added to any Purchase Price in respect of any such Taxes. To the extent any Receivable includes an amount of any state and local taxes and similar amounts payable by the Eligible Obligor together with the purchase price, the obligation to remit such state and local taxes shall remain with the applicable Seller and such Seller shall indemnify and hold harmless Purchaser from any such taxes.

6. COLLECTION AND ADMINISTRATION OF THE COLLECTIONS ACCOUNT

6.1. Duties Regarding Servicing of the Receivables. Subject to the transfer of such duties pursuant to Clause 7.1, Servicer shall, at its expense, act as servicer for the Acquired Eligible Receivables. In such capacity, Servicer shall manage, service, administer and make collections on the Acquired Eligible Receivables with reasonable care, using that degree of skill and attention that Servicer exercises with respect to all comparable receivables owned outright by Servicer or its Affiliates. Servicer’s duties shall include collection and posting of all payments and enforcing

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such claims, responding to inquiries of companies or by Governmental Entities with respect to the Acquired Eligible Receivables, investigating delinquencies, reporting tax information to Debtors in accordance with their Contracts or customary practices, policing the collateral, generating income tax information, and performing the other duties specified herein. Subject to Clauses 7.3, 11 and 12, in exercising its duties hereunder, Servicer shall follow its customary standards, policies and procedures and shall have full power and authority, acting alone, to do any and all things in connection with such managing, servicing, administration and collection that it may reasonably deem necessary or desirable. Servicer is acting as such in consideration of the amounts paid to the Sellers by the Purchaser hereunder.

6.2. Payments to Collections Account. Sellers shall procure within thirty days of the date that any Debtor became an Eligible Obligor that all payments by such Debtors in connection with the Acquired Eligible Receivables shall be made directly into the Collections Account, and until such procuring is completed, if any payment by any Debtors in connection with Acquired Eligible Receivables is received by any Seller or any Affiliate thereof in any other account, Sellers shall cause such payment to be deposited into the Collections Account within two Business Days of discovery of the receipt thereof. If, notwithstanding the foregoing, and after the initial thirty-day period, any payment by any Debtors in connection with Acquired Eligible Receivables is received by any Seller or any Affiliate thereof in any other account, Sellers shall cause such payment to be promptly deposited into the Collections Account and, in any event, within two Business Days of discovery of the receipt thereof. To the extent any Related Right is not assigned hereunder due to any contractual restrictions and any Seller or any Affiliate thereof received any payment thereunder relating to an Acquired Eligible Receivable, Sellers shall cause such payment to be promptly deposited into the Collections Account and, in any event, within two Business Days of discovery of the receipt thereof. For the avoidance of doubt, the obligations of the Sellers under this Clause 6.2 shall be absolute and unconditional, irrespective of any limitation imposed upon any Seller or any Affiliates thereof on distributions from any account into which a payment on an Acquired Eligible Receivable is made.

6.3. Distribution of the Amount on Deposit in Collections Account.

The parties hereto acknowledge that although maintained in Servicer’s name, the Collections Account is a segregated account maintained by Servicer for the benefit of Purchaser and that Servicer has no right or interest (other than bare legal title) in any amounts on deposit in the Collections Account. In furtherance of the foregoing, Servicer agrees that it shall hold all funds in the Collections Account in trust for Purchaser and shall not transact any business in or with respect to the Collections Account other than expressly provided herein. In order to facilitate the payments of Purchase Price and to reduce the Purchaser Amount Balance all in accordance with the terms set forth in this Clause 6.3 and Clause 7.3 below, Purchaser hereby and pursuant to the terms of the Control Agreement authorizes Servicer (until the delivery of an Access Termination Notice) to effect distributions from the Collections Account strictly in accordance with Clauses 6.3 and 7.3.

(a) During the Acquisition Period. Subject to Clause 7.3, prior to the end of the Acquisition Period:

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(i) on any Business Day, Servicer may distribute available Amounts on Deposit in the Collections Account to Sellers Agent to pay unpaid Purchase Price owing pursuant to Clause 3.1(b)

(ii) on any Calculation Date, to the extent the Purchaser Amount Balance exceeds the Commitment as of such date (after giving effect to any distributions made on such date pursuant to Clause 6.3 (a)(i)), Servicer shall distribute to Purchaser any remaining Amounts on Deposit in the Collections Account until the amount of such excess is reduced to zero; and

(iii) on any Calculation Date, upon at least two Business Days’ prior notice to Purchaser, Servicer may distribute to Purchaser available Amounts on Deposit in the Collections Account (after giving effect to any other distributions made or required to be made on such day pursuant to this Clause 6.3(a)) in reduction of the Purchaser Amount Balance.

(b) Upon Expiration of the Acquisition Period. Subject to Clause 7.3, on each Calculation Date occurring on or after the termination of the Acquisition Period (including any early termination thereof), all amounts in the Collections Account (other than amounts disregarded under Clause 7.3(e)) as of such Calculation Date shall be distributed to the Purchaser until the Purchaser Amount Balance has been reduced to zero and Sellers have paid Purchaser all accrued and unpaid Purchase Price Adjustments and Administrative Fees and all amounts owing to Purchaser pursuant to Clause 7.3(b), whereupon any remaining amounts may be retained by the Servicer or distributed to its designee.

(c) Collections in Respect of Other Receivables. In accordance with the second proviso to the definition of Amount on Deposit in the Collections Account, if any amount is deposited into the Collections Account in respect of cash collections from a Debtor on a Receivable which is not an Acquired Eligible Receivable and no amounts are due and owing by such Debtor in respect of any Acquired Eligible Receivable, Servicer may, so long as no Notification Event or Potential Notification Event shall have occurred and be continuing, distribute such amount to the Sellers Agent who shall pay the funds to the applicable Seller; provided that any such amount not distributed due to the continuance of Notification Event or Potential Notification Event shall be distributed from any remaining balance in the Collections Account after the Purchaser Amount Balance has been reduced to zero and all other amounts due and owing to Purchaser hereunder have been paid in full.

(d) No Other Distributions. Except as provided in this Clause 6.3, Clause 6.4 or Clause 7.3, Servicer shall have no right to effect any distributions from the Collections Account.

(e) Collections Account Access. In the event that Purchaser delivers an Access Termination Notice under the Control Agreement with respect to the Collections Account, Purchaser will provide Sellers and the Sellers Agent (i) promptly upon becoming available to Purchaser, a daily report (“BalanceReport”) showing the balance in the Collections Account as of the beginning of such Business Day, together with the prior Business Day’s debits and credits to the Collections Account and invoice specific remittance information (to the extent such information is available), (ii) promptly upon becoming available to Purchaser, copies of all periodic statements on the Collections Accounts which are subsequently sent to Purchaser, and

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(iii) promptly upon request, such other information with regards to the Collections Account as the Sellers and/or the Sellers Agent their respective officers, directors, employees and agents may reasonably request to the extent such information is available to Purchaser.

6.4. Investment of Amounts in the Collection Account. All amounts held in the Collections Account, may, to the extent permitted by law, be invested by Wells Fargo Bank, N.A. (or any successor holder of the Collections Account and party to the Control Agreement), as directed by the Servicer in writing, in Permitted Investments that mature not later than one Business Day after the date of such investment. Investments in Permitted Investments shall not, except as specifically required below, be sold or disposed of prior to their maturity. The taxpayer identification number associated with the Collections Account shall be that of the Servicer and the Servicer shall report for Federal, state and local income tax purposes, the income, if any, recognized in respect of such account. If any amounts are needed for disbursement from the Collections Account and sufficient uninvested funds are not available therein to make such disbursement, the Servicer shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in the Collections Account to make such disbursement. The Servicer shall indemnify and hold harmless the Purchaser from any loss of principal incurred or suffered by Purchaser on Permitted Investments selected by the Servicer pursuant to this Section 6.4.

If, during the Acquisition Period, on any Calculation Date, after giving effect to the distributions provided for in Section 6.3(a), there are any remaining Amounts on Deposit in the Collections Account, then, so long as no Notification Event or Potential Notification Event shall have occurred and be continuing, the Servicer may distribute to itself or any designee the lesser of (i) such remaining amount and (ii) the excess of (x) the amount of investment earnings received since the preceding Calculation Date on Permitted Investments of funds on deposit in the Collection Account (y) the fees owing to Wells Fargo Bank, N.A. with respect to the Collections Account since such preceding Calculation Date. In addition, during the Acquisition Period, so long as no Notification Event or Potential Notification Event shall have occurred and be continuing, the Servicer may apply to itself or any designee any “earnings credit” in respect of the Collections Account in excess of fees owing to Wells Fargo Bank, N.A. (or any successor holder of the Collections Account and party to the Control Agreement) with respect to such Collections Account.

7. REPURCHASE OF RECEIVABLES; DEFAULTED RECEIVABLES

7.1. Repurchase. If any Acquired Eligible Receivable is not an Eligible Receivable (including by reason of any breach of representations and warranties in this Agreement) the applicable Seller shall be required to repurchase such Receivable. Such Receivable shall be repurchased for the Face Amount thereof by the applicable Seller depositing such amount in the Collections Account (less, for the avoidance of doubt, any collections with respect to such Receivable received in the Collections Account from the Debtor) no later than two Business Days after such Seller’s becoming aware that the applicable Receivable is not an Eligible Receivable. Except for purposes of any indemnity obligations (including tax indemnification obligations) of Sellers hereunder, upon and following such deposit, such repurchased Receivable shall no longer be considered an Acquired Eligible Receivable, and Purchaser shall be deemed to have assigned all of its right, title, and interest in and to such Receivable to the applicable Seller and such Seller shall be the sole owner thereof.

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7.2 Credit Default Certification. If any applicable Eligible Obligor has not paid all or any portion of Acquired Eligible Receivables (other than, for the avoidance of doubt, any such non-payment in respect of which the related Seller has made a Dilution payment hereunder) in cash by the 50th day after the Specified Payment Date thereof, then the applicable Seller(s) shall on such day (or, if such day, is not a Business Day, the next succeeding Business Day), either (x) certify to Purchaser in writing that the unpaid portion of the Acquired Eligible Receivable is payable and that the missed payment is a result of a credit default by such Eligible Obligor and not as a result of an event that would require such Seller to repurchase the Receivable pursuant to Clause 7.1 or otherwise indemnify Purchaser pursuant to Clause 8.1 (a “CreditDefaultCertification”); provided that no such certification may be delivered if such Eligible Obligor has objected to the payment of the applicable Receivable based on any assertion (whether valid or not) that such Receivable is subject to a Dilution or which, if true, would require that a Seller repurchase such Receivable pursuant to Clause 7.1 or, in the case of an Eligible Obligor that is part of an Eligible Obligor Group and is not the Eligible Obligor Parent, if the Eligible Obligor Parent of the applicable Eligible Obligor is not Insolvent, in which case such Receivable shall be deemed to not have been an Eligible Receivable as a result of not satisfying clause 1 of the Eligibility Criteria and shall be required to be repurchased pursuant to Clause 7.1, which shall be the sole remedy for such breach, or (y) if Seller is unable to deliver such a Credit Default Certification, fund the Collections Account with the amount of the unpaid Acquired Eligible Receivable (or apply the corresponding amount as set-off against the Purchase Price for additional Acquired Eligible Receivables in lieu of such funding of the Collections Account pursuant to (and to the extent permitted by) Clause 3.1(c)). The failure to duly deliver a Credit Default Certification shall be deemed an irrevocable admission by Sellers that the cause of the missed payment is not the result of a credit default by the applicable Eligible Obligor. If a Seller anticipates that it will be required to repurchase any Acquired Eligible Receivables as provided in Clause 7.1 above, such Seller may effect such repurchase prior to the date required above by depositing the applicable amount into the Collections Account (or applying the corresponding amount as set-off against the Purchase Price for additional Acquired Eligible Receivables in lieu of such deposit pursuant to (and to the extent permitted by) Clause 3.1(c)). Notwithstanding the foregoing, a Seller may deliver a Credit Default Certification even if the applicable Eligible Obligor has objected to the payment of unpaid Acquired Eligible Receivables if such Seller believes in good faith that the missed payment is the result of a credit default by the applicable Eligible Obligor and not the result of an event that would give rise to an obligation of such Seller under Clause 7.1 or Clause 8 so long as such Seller funds the full amount of such missed payment into the Collections Account and references such missed payment and the amount thereof in its Credit Default Certification; provided that no such certification may be delivered in the case of an Eligible Obligor that is part of an Eligible Obligor Group and is not the Eligible Obligor Parent, if the Eligible Obligor Parent of the applicable Eligible Obligor is not Insolvent. If it is subsequently finally determined that (x) such Acquired Eligible Receivables or any portion thereof were not subject to a Dilution and not subject to a repurchase obligation pursuant to Clause 7.1 and (y) the failure of such Acquired Eligible Receivables or relevant portion thereof to be paid was the result of a credit default by the applicable Eligible Obligor (either by a written acknowledgement from the applicable Eligible Obligor to such effect, a final judgment by a court of competent jurisdiction that such amount is payable by such Eligible Obligor or the allowance of a claim in respect thereof in a Bankruptcy of the applicable Eligible Obligor) and (z) in the case of an Eligible Obligor that is part of an Eligible Obligor Group and is not the

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Eligible Obligor Parent, if the Eligible Obligor Parent of the applicable Eligible Obligor is determined to have been Insolvent (either by a written acknowledgement from the applicable Eligible Obligor Parent to such effect or a final judgment by a court of competent jurisdiction), then Purchaser shall reimburse the applicable Seller the excess, if any, of (A) the amount that Purchaser received as a result of such Seller having funded the Collections Account as provided above with respect to the applicable portion over (B) the amount Purchaser would have received had such Seller not been required to so fund the Collections Account with respect to the applicable portion; provided, that to the extent Purchaser has sold participations in any Eligible Receivables as provided in Clause 17.9, Purchaser’s obligation to reimburse any Participant’s share in accordance with its participation agreement of such amounts shall be solely recourse to the amount so recovered from the Participant. (In connection with the proviso to the preceding sentence, Purchaser hereby agrees that (x) Purchaser will require each Eligible Participant to whom a participation is sold to promptly reimburse its pro rata portion of any such excess reimbursable by Purchaser and (y) if an Eligible Participant shall fail to comply with such reimbursement obligation at any time, Purchaser will use commercially reasonable efforts to enforce such reimbursement obligation.). Such reimbursement shall be made as promptly as practicable following the date such amount can be reasonably finally determined.

7.3. Defaulted Receivables. If (x) any Seller provides a Credit Default Certification with respect to an Eligible Obligor as to which there are any outstanding Acquired Eligible Receivables or (y) any Eligible Obligor Parent becomes Insolvent and either Sellers Agent or Purchaser has delivered to the other party a notice of Publicly Available Information confirming that such Eligible Obligor Parent is Insolvent, all outstanding Acquired Eligible Receivables with respect to such Eligible Obligor Parent and each other Eligible Obligor (each such Obligor, a “DefaultedObligor”) in the applicable Eligible Obligor Group shall be considered “DefaultedReceivables”. Upon the occurrence of an event described in clause (x) or (y) (such occurrence, a “DefaultedReceivablesEvent” (it being agreed that any Credit Default Certification or notice of Publicly Available Information shall be deemed to be effective upon the delivery of such Credit Default Certification or notice of Publicly Available Information)):

(a) all collections on or with respect to the Defaulted Receivables shall be distributed to Purchaser promptly upon receipt and identification thereof by a Seller or Servicer,

(b) the Eligible Obligor Group Limit of the Defaulted Obligor(s) shall be reduced to zero,

(c) the Defaulted Receivables and the cash proceeds thereof shall be disregarded for purposes of calculating the Amounts on Deposit in the Collections Account, and

(d) the Purchaser Amount Balance shall be reduced by an amount equal to the Face Amount of the Defaulted Receivables as of the end of the day immediately prior to the occurrence of the Defaulted Receivables Event.

In addition to the foregoing, the Purchaser may, with respect to the Defaulted Receivables, elect to enforce on behalf of itself and Sellers all remedies and take such actions against the Defaulted Obligor as Purchaser deems necessary to collect the Defaulted Receivables including taking all of the actions set forth in Clause 12.1(a), (b) and (e). In connection with any such

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enforcement by Purchaser, Sellers shall provide such information to the Purchaser as necessary to enable Purchaser to take such actions, including providing copies of the applicable invoices and legal names and addresses of the applicable Defaulted Obligors. Notwithstanding anything to the contrary in this Clause 7.3 or otherwise, the occurrence of a Defaulted Receivables Event shall not limit the Sellers’ obligations under Clause 7.1 above or Clause 8 below.

8. DILUTIONS

8.1. Dilutions. If the full Purchase Price of any Acquired Eligible Receivable is not paid by reason of any Dilution or other dispute or defense in respect of an Acquired Eligible Receivable by the relevant Debtor (whether valid or not, unless as a result of collusion with the Purchaser or its assignee) then the applicable Seller shall be deemed to have received a collection of each such Receivable on the applicable Specified Payment Date and Seller shall pay the amount of each such deemed collection to the Collections Account no later than two Business Days after the applicable Specified Payment Date.

9. COSTS AND TAXATION

9.1. Costs. Sellers shall, jointly and severally, on demand pay on the basis of a full indemnity all reasonably incurred costs, liabilities, losses, damages and expenses (including legal costs and any Tax in relation thereto) incurred or suffered by Purchaser in connection with (x) the negotiation, preparation, execution and delivery of this Agreement and any related documents (including any documents related to any participation by an Eligible Participant) or (y) the consummation of the Transactions (including in respect of any Additional Purchase Date).

9.2. Taxation. Any amounts stated in this Agreement to be payable by Purchaser are inclusive of value added tax, sales tax, purchase tax and other similar Taxes or duties and any such Taxes shall be paid by the applicable Seller (even if such Taxes are payable by Purchaser as a matter of law) and Sellers shall jointly and severally, indemnify and hold Purchaser harmless from and against any such Taxes. Notwithstanding any provision of this Agreement to the contrary (other than Clause 17.8), however, no Seller shall have any obligation whatsoever for any Taxes payable by Purchaser based on the income or earnings (whether gross, net or other portion thereof) of Purchaser. Further, for the avoidance of doubt, Sellers shall have no obligation to indemnify or hold harmless any assignee of Acquired Eligible Receivables from and against any Taxes to the extent such (i) arise as a result of such transfer, or (ii) are in excess of Seller’s obligation to indemnify or hold harmless the assignor based on applicable law on the date of the assignment.

9.3. No deductions. All payments made by Purchaser to Sellers under or in connection with this Agreement shall be made in full without any deduction or withholding in respect of Taxes (or otherwise) unless the deduction or withholding is required by law in which event Purchaser shall ensure that the deduction or withholding does not exceed the minimum amount legally required. For the avoidance of doubt, Purchaser shall not be obliged to gross up any such payment following any such deduction or withholding.

10. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

10.1. Sellers. In entering into the Transaction Documents each Seller hereby, jointly and severally, represents and warrants on the date hereof and each Purchase Date as follows:

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(a) each Seller is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation;

(b) each Seller has the corporate or limited liability company power (i) to execute the Transaction Documents to which it is a party and any other documentation relating to the Transaction Document to which it is a party, (ii) to deliver the Transaction Documents to which it is a party and any other documentation relating to the Transaction Document it is required by the Transaction Documents to deliver, and (iii) to perform its obligations under the Transaction Documents to which it is a party and has taken all necessary action to authorize that execution, delivery and performance;

(c) the execution, delivery and performance referred to in Clause 10.1(b) do not violate or conflict with any law applicable to any Seller, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or, except as would not reasonably be expected to have a material adverse effect on the ability of any Seller to perform it obligations hereunder, any contractual restriction binding on it or any of its assets;

(d) each Seller’s obligations under the Transaction Documents to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law);

(e) together, the Transaction Documents are effective to grant to Purchaser a first priority perfected Security Interest in the Collateral (subject to the Security Interests in favor of Wells Fargo Bank, N.A. in respect of the Collections Account as provided in the Control Agreement);

(f) except as has been waived, no Notification Event or Potential Notification Event has occurred or, as far as it is aware, is likely to occur;

(g) except as would not reasonably be expected to have a material adverse effect on the ability of any Seller to perform its obligations under the Transaction Documents, each Seller has obtained all governmental and other licenses, authorizations, permits, consents, contracts and other approvals (if any) that are required by it in connection with its business and the entering into, and the exercise of its rights and the performance of its obligations under the Transaction Documents;

(h) no Seller is entering into the Transaction Documents or the Transactions with a view to, or the intention of, fraudulently or misleadingly distorting the financial position or results of operations of Sellers or Guarantors as they may be disclosed to the public, or otherwise as any scheme or artifice (or any part of any scheme or artifice) described in Section 807 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sec. 1348). The accounting for, and public disclosure or nondisclosure of, the Transactions by Sellers and Guarantors do not and will not violate any laws, rules or regulations applicable to Sellers or Guarantors. Each Seller is a sophisticated investor and

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proposed the execution of the Transactions to Purchaser. Each Seller has relied on its own judgment and advisers (including its auditors) in connection with the Transactions and has not relied on Purchaser or anyone acting on Purchaser’s behalf for any advice in the structuring of the Transactions or as to the advisability or merits of the Transactions or the effectiveness of the Transactions to meet any particular purpose or purposes. Except as would not reasonably be expected to have a material adverse effect on the ability of any Seller or Guarantor to perform it obligations hereunder or the ability of Purchaser to receive payment with respect to any Acquired Eligible Receivables or enforce its rights and remedies with respect thereto, Sellers and Guarantors have received all required regulatory approvals and have made all required regulatory notifications in connection with the Transactions. The Transactions have been reviewed and approved by senior management of Guarantors and each Seller with the appropriate knowledge, expertise and authority to approve such Transactions. Sellers and Guarantors have received one or more legal opinions from nationally recognized counsel to all pertinent legal matters in connection with the Transactions;

(i) no WestRock Entity is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq.), as amended. No WestRock Entity is in violation of (i) the Trading with the Enemy Act, as amended, (ii) any of the foreign assets control regulations of the Office of Foreign Assets Control of the United States Treasury Department (“OFAC”) (31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto, (iii) the Patriot Act or (iv) the Canadian AML Acts. None of the WestRock Parties (A) is subject to Sanctions administered by OFAC or the U.S. Department of State or (B) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any person subject to such Sanctions. None of the WestRock Entities or, to the knowledge of any WestRock Party, their respective Affiliates, directors, officers, employees or agents is in violation of any Sanctions. None of the WestRock Entities or, to the knowledge of any WestRock Party, their respective Affiliates, directors, officers, employees or agents (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than 15% of its assets located in Sanctioned Entities, or (iii) derives more than 15% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. The proceeds of any sale of Acquired Eligible Receivables to Purchaser hereunder will not be used and have not been used, in each case directly by any WestRock Entity or, to the knowledge of the WestRock Parties, indirectly by any other Person, to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity. Each of the WestRock Entities and, to the knowledge of the WestRock Parties, their respective directors, officers, employees or agents is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., the Corruption of Foreign Public Officials Act (Canada) and any applicable foreign counterpart thereto. None of the WestRock Entities or, to the knowledge of the WestRock Parties, their respective directors, officers, employees or agents has made, and no proceeds of any sale of Acquired Eligible Receivables to Purchaser hereunder will be used, in each case directly by any WestRock Entity or, to the knowledge of the WestRock Parties, indirectly by any other Person, to make a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business

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wrongfully to such WestRock Entity or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., the Corruption of Foreign Public Officials Act (Canada) or any applicable foreign counterpart thereto; and

(j) The name in which such Seller has executed this Agreement and the other Transaction Documents is identical to the name of Seller as indicated on the public record of its state of organization. In the past five (5) years, such Seller has not used any corporate names other than the name in which it has executed this Agreement and the other Transaction Documents and as listed on Schedule 6.

10.2. Receivables. Each Seller hereby represents and warrants to Purchaser on each Purchase Date (in the case of (a)-(b) and (d)-(j) below, with respect to the Acquired Eligible Receivables acquired on such Purchase Date), that:

(a) the Purchase Price of each such Acquired Eligible Receivable equals the Face Amount thereof as of the applicable Purchase Date;

(b) each such Acquired Eligible Receivable is an Eligible Receivable;

(c) after giving effect to such acquisition of any Eligible Receivables on such Purchase Date, the aggregate Face Amount of all Outstanding Acquired Eligible Receivables together with the Amount on Deposit in the Collections Account is at least equal to the Purchaser Amount Balance;

(d) all conditions (including under Clause 2.1) to the transfer of such Acquired Eligible Receivables on a Purchase Date have been satisfied;

(e) immediately prior to the sale of such Acquired Eligible Receivable pursuant to this Agreement, the applicable Seller is the sole legal and beneficial owner of such Acquired Eligible Receivables and is entitled to sell and assign and is selling and assigning such Acquired Eligible Receivables to Purchaser free from any Security Interest, attachment, encumbrance and instructions to pay to a third party, and Seller has not created or permitted to arise any Security Interest on or in relation to such Acquired Eligible Receivables (other than the Security Interest under this Agreement) and as of each Purchase Date there has been conveyed to Purchaser good title to each such Acquired Eligible Receivable, free and clear of any Security Interest;

(f) except as arise in the ordinary course of business and that will result in Dilution in respect of which Sellers will be obligated to pay the amount thereof pursuant to Clause 8.1, there are no circumstances which would give rise to:

(i) any set-off, counterclaim, or deduction in respect of any such Acquired Eligible Receivable; or

(ii) any credit note, discount, allowance or reverse invoice which has been made or granted to any Debtor in relation to the same which remains outstanding;

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(g) each Seller’s computer and data processing records will have been clearly designated and marked to show that such Acquired Eligible Receivables have been sold and assigned to Purchaser;

(h) each Seller has maintained records relating to each such Acquired Eligible Receivable which are accurate and complete in all material respects and which as far as it is aware are sufficient to enable such Acquired Eligible Receivable to be enforced against the relevant Debtor and such records are held by such Seller;

(i) each Seller has complied with its usual business, credit and collection criteria and procedures in entering into transactions which give rise to the origination of each such Acquired Eligible Receivable and in relation to the administration of each such Acquired Eligible Receivable to the date on which it is purchased hereunder; and

(j) all rights included with the purchase of such Acquired Eligible Receivable are all the rights necessary to claim, collect or otherwise enforce the obligations of such Acquired Eligible Receivable.

Each Seller also represents and warrants, jointly and severally, to Purchaser that as of the delivery of each Portfolio Report (i) each Outstanding Acquired Eligible Receivable is specified in such Portfolio Report and the information set forth therein is true and accurate in all material respects; and (ii) all other written information supplied or to be supplied to Purchaser by any Seller pursuant to the terms this Agreement is true and accurate in all material respects.

10.3. Guarantors. Each Guarantor hereby represents and warrants on the Closing Date and each Purchase Date as follows:

(a) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation;

(b) it has the corporate or limited liability company power (i) to execute this Agreement and any other documentation relating to this Agreement to which it is a party, (ii) to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver, and (iii) to perform its obligations under this Agreement to which it is a party and has taken all necessary action to authorize that execution, delivery and performance;

(c) the execution, delivery and performance referred to in Clause 10.3(b) do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or, except as would not reasonably be expected to have a material adverse effect on the ability of the Seller to perform it obligations hereunder, any contractual restriction binding on it or any of its assets;

(d) its obligations under this Agreement constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law);

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(e) except as would not reasonably be expected to have a material adverse effect on its ability to perform its obligations hereunder, it has obtained all governmental and other licenses, authorizations, permits, consents, contracts and other approvals (if any) that are required by it in connection with the Transactions and the entering into, and the exercise of its rights and the performance of its obligations under this Agreement; and

(f) each of the representations and warranties under Clause 10.1 are true and accurate in all material respects (except to the extent that any such representation or warranty is qualified by materiality, in which case such representation and warranty shall be true and accurate).

11. COVENANTS

11.1. Sellers Covenants. Each Seller covenants with Purchaser as follows:

(a) subject to the provisions of Clause 9.2 of this Agreement, Sellers will, jointly and severally, pay all relevant Taxes and make all relevant returns in respect of Taxes in relation to the Contracts which give rise to (or Taxes that are payable in connection with) the Acquired Eligible Receivables and Sellers shall, jointly and severally, indemnify and hold Purchaser harmless from and against any such Taxes. Without limiting the generality of the foregoing, the applicable Seller shall remit all excise taxes to the applicable Governmental Entity relating to the Receivables as and when due and Sellers shall, jointly and severally, indemnify and hold Purchaser harmless from and against any such Taxes;

(b) each Seller shall perform and comply with each Contract relating to the Acquired Eligible Receivables in such a way as would not reasonably be expected to affect the entitlement and/or ability to receive and/or to recover and/or enforce and/or collect payment of the full amount in the Acquired Eligible Receivables, and the exercise by Purchaser of its rights under this Agreement shall not relieve such Seller of such obligations;

(c) each Seller shall provide to Purchaser without delay all such information as Purchaser may reasonably request from time to time in connection with this Agreement, any of the Acquired Eligible Receivables or any of the Debtors;

(d) Sellers will, jointly and severally, indemnify and keep indemnified Purchaser, its Affiliates, and its and their respective officers, directors, employees and agents and their successors and assigns against any cost, claim, loss, expense, liability or damages (including reasonable legal costs and out-of-pocket expenses) (a “Claim”) incurred or suffered by it in connection with (i) any breach of any representation, warranty or covenant of any Seller, Servicer or Sellers Agent or (ii) any third party (including any Governmental Entity) claim arising out of or relating to the Acquired Eligible Receivables or the Collections Account, including (1) any civil penalty or fine assessed by OFAC or any other Governmental Entity administrating any Sanctions, Anti-Corruption Laws or other laws referred to in Clause 10.1(i) against, and all reasonable costs and expenses incurred in connection with the defense thereof by, any such indemnitee as a result of any action of any WestRock Entity and (2) any claim or counterclaim or action of whatsoever nature made by a Debtor or any third party arising out of or in connection with a Contract relating to an Acquired Eligible Receivable or any Goods or services which are the subject of such a contract or Acquired Eligible Receivable, the payment to Purchaser of the proceeds thereof or from

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any exercise of any rights it may have as a consequence of ownership of such Acquired Eligible Receivables; provided that (x) such indemnity shall not be made to the extent such Claim results from an indemnitee’s breach of this Agreement, gross negligence or willful misconduct and (y) this Clause 11.1(d) shall not be construed as a guaranty of any Acquired Eligible Receivable;

(e) except as would not reasonably be expected to affect the entitlement and/or ability to receive and/or to recover and/or enforce and/or collect payment of the full amount in the Acquired Eligible Receivables, each Seller shall maintain such licenses, concessions, approvals and authorizations, and make such filings, registrations and submissions as are necessary or advisable for the performance of its obligations under the contracts relating to the Acquired Eligible Receivables;

(f) each Seller shall keep all its books, records and documents evidencing or relating to the Acquired Eligible Receivables at its offices and shall at any reasonable time during normal business hours and from time to time having received reasonable written notice permit Purchaser or any of its agents or representatives to examine and make copies of and abstracts from the records, books of account and documents (including computer tapes and disks) of such Seller, and to visit the properties of such Seller for the purpose of examining such records, books of account and documents, and to discuss the affairs, finances and accounts of such Seller relating to the Acquired Eligible Receivables with any of its officers or directors and with its auditors, and each Seller shall be obligated to reimburse to Purchaser the costs and expenses of one such examination during any twelve-month period;

(g) each Seller shall not sell, assign or grant any Security Interest on or otherwise encumber any Acquired Eligible Receivables or the Collateral;

(h) each Seller shall not (x) cancel, terminate, amend, modify, waive any term or condition of any Contract (including reducing the amount of an Acquired Eligible Receivable) to the extent such cancellation, termination, amendment, modification, waiver or action or (y) take any other action that as far as it is aware, may affect any entitlement and/or ability to receive and/or recover and/or enforce and/or collect payment in full of the full amount of the Acquired Eligible Receivable, or otherwise prejudice Purchaser’s interest in any Acquired Eligible Receivable;

(i) except to the extent arising in the ordinary course of business and resulting in a Dilution in respect of which the amounts are payable pursuant to Clause 8.1, each Seller shall not compromise or settle any dispute or claim in respect of an Acquired Eligible Receivable without the prior approval of Purchaser;

(j) Sellers will cause the Sellers Agent to prepare and update the Portfolio Report on a daily basis and deliver a copy thereof to Purchaser (i) no later than 11:00 a.m. on the Reporting Date with respect to each Calculation Date, which Portfolio Report shall be prepared as of the close of business on the Business Day immediately preceding such Reporting Date, (ii) no later than the second Business Day following the termination of the Acquisition Period which Portfolio Report shall be prepared as of the last day of the Acquisition Period and (iii) such other times as may be reasonably requested by the Purchaser, provided that, if the Sellers Agent shall designate an Additional Reporting Date with respect to any Calculation Date, then (A) the Sellers Agent shall deliver an updated Portfolio Report no later than 11:00 a.m. on such Additional Reporting

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Date, which Portfolio Report shall be prepared as of the close of business on the Business Day immediately preceding such Additional Reporting Date, and (B) such updated Portfolio Report shall be substituted for the Portfolio Report delivered on the related Reporting Date;

(k) each Seller shall follow its collection procedures with respect to the Acquired Eligible Receivables in accordance with its ordinary course of dealing as in effect from time to time without regard to the transactions contemplated hereby, and shall use the same standards it would follow with respect to Receivables which are owned by Seller;

(l) each Seller shall provide Purchaser prompt notice upon becoming aware of any Notification Event or Potential Notification Event;

(m) each Seller shall provide Purchaser prompt notice upon any Acquired Receivable becoming a Defaulted Receivable;

(n) each Seller shall comply with all required accounting and Tax disclosures related to the Transactions in accordance with applicable law;

(o) each Seller’s accounting for the Transactions shall be in accordance with GAAP and each Guarantor’s accounting for the Transactions shall be in accordance with GAAP;

(p) (i) each Seller which is a limited liability company will not divide itself pursuant to the limited liability company laws of the state of its formation and (ii) each Seller will not change its (A) jurisdiction of organization, (B) name, or (C) identity or structure (within the meaning of Article 9 of the UCC), unless it shall have: (x) given Purchaser at least ten (10) Business Days’ prior written notice thereof and (y) delivered to the Purchaser all financing statements, instruments and other documents requested by Purchaser in connection with such change or relocation;

(q) the principal place of business and chief executive office of each Seller, each Guarantor, the Sellers Agent and Servicer and the offices where such party keeps all of its records are located at the address(es) listed on Schedule 6 or such other locations of which Purchaser has been notified in accordance with Clause 11.1(p) in jurisdictions where all action required by Clause 11.1(p) has been taken and completed. Each Seller’s Federal Employer Identification Number is correctly set forth on Schedule 6; and

(r) each Seller shall comply, and shall cause each of the other WestRock Entities to comply, with the each of the laws, rules and regulations referred to in Clause 10.1(i) which may be applicable to or binding on any of them. Each of the Sellers will maintain in effect and enforce policies and procedures designed to ensure compliance by the Sellers and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. Each Seller shall not use directly or, to its knowledge, indirectly, and shall not permit any of the other WestRock Entities or any of its or their respective directors, officers, employees and agents to use directly or, to its knowledge, indirectly, the proceeds of any sale of Acquired Eligible Receivables to Purchaser hereunder (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Entity, to the extent

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such activities, businesses or transaction would be prohibited by Sanctions if conducted by a corporation incorporated in the United States, Canada (or any province or territory thereof) or in a European Union member state, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

12. CONSEQUENCE OF NOTIFICATION EVENT

12.1. Actions. At any time after the occurrence of a Notification Event Purchaser may:

(a) give notice (and/or require Sellers, Sellers Agent and Servicer to give notice) to all or any of the Debtors of the sale of the interest in all or any of the Acquired Eligible Receivables hereunder;

(b) direct (and/or require Sellers, Sellers Agent and Servicer to direct) all or any of the Debtors to pay the amounts due in respect of the Acquired Eligible Receivables to another account specified by Purchaser (it being understood that distributions from such account shall be made on the same basis as distributions are required to be made hereunder from the Collections Account);

(c) give an Access Termination Notice under the Control Agreement and exercise remedies hereunder and under the Control Agreement;

(d) terminate the Acquisition Period and the Commitment to advance Additional Funding Amounts; and

(e) take such other action as it considers to be necessary, appropriate or desirable in order to recover any amount outstanding in respect of the Acquired Eligible Receivables.

13. GUARANTEE

13.1. Guarantee.

(a) Subject to the terms and conditions hereof, each Guarantor hereby guarantees, jointly and severally, as primary obligor and not as surety, upon the Purchaser’s first written demand specifying that any Seller, Servicer or the Sellers Agent failed to pay any amount due under or in connection with this Agreement, without further proof by the Purchaser, and irrespective of any objection by any Seller, Servicer or the Sellers Agent, any and all obligations of each of the Sellers, Servicer or the Sellers Agent owing to the Purchaser under or pursuant to this Agreement (any and all such obligations, the “GuaranteedObligations”).

(b) This guarantee (“Guarantee”) is a guarantee of payment of the Guaranteed Obligations and is not a guarantee of collection.

(c) Each Guarantor agrees to pay, as its own primary obligation and not as co-debtor or surety, upon the Purchaser’s first written demand specifying that the applicable Seller, Servicer or the Sellers Agent failed to pay any amount due under or in connection with this Agreement, without further proof by the Purchaser, and irrespective of any objection by any Seller, Servicer or the Sellers Agent.

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(d) As a separate, additional and independent obligation, each Guarantor agrees to indemnify and hold harmless the Purchaser on first demand from and against any cost, claim, loss, expense (including legal fees) or liability which the Purchaser sustains or incurs as a consequence of the failure of any Seller, Servicer, the Sellers Agent or any Guarantor to perform any of its obligations under or pursuant to this Agreement.

13.2. Subordination. Each Guarantor agrees that until all obligations of all Sellers, the Sellers Agent and Servicer to Purchaser under this Agreement shall have been performed in full, any right which such Guarantor may at any time have against any Seller, the Sellers Agent or Servicer by reason of the performance by it of its obligations hereunder, whether on the grounds of subrogation or otherwise, shall be subordinated to the rights of the Purchaser against each Seller, the Sellers Agent or Servicer.

13.3. Guarantee Unconditional; Certain Limitations. Each Guarantor’s obligations under this Guarantee constitute full recourse obligations of such Guarantor enforceable against it to the full extent of its assets and property and shall be absolute, unconditional and irrevocable, irrespective of:

(a) the absence of any attempt by or on behalf of Purchaser to collect, or take any other action to enforce, all or any part of the Guaranteed Obligations from any Seller, the Sellers Agent, Servicer or any other guarantor of all or any part of the Guaranteed Obligations;

(b) the election of any remedy by or on behalf of the Purchaser with respect to all or any part of the Guaranteed Obligations;

(c) the waiver, consent, extension, forbearance or granting of any indulgence by or on behalf of the Purchaser with respect to any provision of this Agreement;

(d) the validity, regularity, legality or enforceability of this Agreement;

(e) any defense (other than the defense of payment or performance), offset or counterclaim which may at any time be available to or be asserted by any Seller, the Sellers Agent, Servicer or any Guarantor against the Purchaser;

(f) the making by any Seller, the Sellers Agent, Servicer, any Affiliate of any Seller, the Sellers Agent, Servicer or any Guarantor or any other Person of any assignment for the benefit of creditors or the bankruptcy or insolvency of any Seller, the Sellers Agent, Servicer, any Affiliate of any Seller, the Sellers Agent, Servicer or any Guarantor or any other Person;

(g) any action taken by any Seller, the Sellers Agent, Servicer, or any Affiliate of any Seller, the Sellers Agent or Servicer in any bankruptcy or insolvency proceeding, including disaffirmance of this Agreement;

(h) any breach or default by any Seller, the Sellers Agent, Servicer, any Affiliate of any Seller, the Sellers Agent, Servicer or any Guarantor or any other Person under this Agreement;

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(i) the liquidation or dissolution of any Seller, the Sellers Agent, Servicer, any Affiliate of any Seller, the Sellers Agent, Servicer or any Guarantor or any other Person;

(j) any change in or termination of all or any portion of any Guarantor’s respective ownership interest in any Seller, Sellers Agent, Servicer or any other Person or any change in or termination of all or any portion of any Seller’s, the Sellers Agent’s or Servicer’s ownership interest in any Person;

(k) any termination of any of this Agreement;

(l) the enforcement by Purchaser of any of its rights under this Agreement;

(m) the assignment by any Seller, the Sellers Agent or Servicer of all or any portion of its interest under this Agreement; it being expressly agreed that in the event of any of the foregoing, the liability of each Guarantor hereunder shall continue hereunder as if such event had not occurred; or

(n) any other event, occurrence or circumstance whatsoever, whether similar or dissimilar to the foregoing, that might otherwise constitute a legal or equitable defense or discharge of the liabilities of any Guarantor or that might otherwise limit recourse against any Guarantor.

13.4. Clawbacks. If any payment of a Guaranteed Obligation is subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to any Guarantor, any Seller, the Sellers Agent or Servicer, any other guarantor or any other person, or their respective estates, trustees, receivers or any other party under any bankruptcy law, state, federal or foreign law, common law or equitable cause (“Clawback”), then, to the extent of such Clawback, such Guaranteed Obligation shall be pro tanto reinstated as though such payment had to such extent not been made.

14. TERMINATION

14.1. Termination of Agreement. This Agreement shall continue in full force and effect until such time after the termination of the Acquisition Period as all amounts payable in respect of the Acquired Eligible Receivables have been paid, all amounts payable by each Seller, the Sellers Agent or Servicer hereunder (including under Clauses 7.1 and 8.1 and the Purchase Price Adjustments, Administrative Fees and amounts required to be deposited into the Collections Account) have been paid and all amounts have been distributed from the Collections Account. The obligations of Sellers, the Sellers Agent and/or Servicer hereunder, under (and the obligations of the Guarantors under Clause 13 with respect thereto) Clauses 9.1, 9.2, 11.1(d), 13, 17 and 18 shall survive any such termination.

14.2. No impact on rights or obligations. The termination of this Agreement shall not affect any rights or obligations of the parties in relation to any outstanding Acquired Eligible Receivables prior to such termination and the provisions of this Agreement shall continue to bind the parties so far and so long as may be necessary to give effect to such rights and obligations.

15. PROTECTION OF PURCHASER, FURTHER ASSURANCE

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15.1. Further Assurance. Each Seller, the Sellers Agent and Servicer agree that from time to time they will promptly execute and deliver all instruments and documents, and take all further action that Purchaser may reasonably request in order to perfect, protect or more fully evidence Purchaser’s ownership interest in the Acquired Eligible Receivables and any proceeds thereof.

15.2. Enforcement. Each Seller, the Sellers Agent and Servicer hereby irrevocably consent to Purchaser at any time after the occurrence of any of the events specified in Clause 12.1 or upon the delivery of a Credit Default Certification, for its own benefit commencing proceedings in its own name in respect of any of the Acquired Eligible Receivables.

15.3. Custodian. The Servicer shall hold as custodian for the benefit of Purchaser any contracts and other documentary items and evidence relating to all outstanding Acquired Eligible Receivables.

16. NOTICES

16.1. Notices. All notices and other communications under this Agreement shall be in a physical non-electronic writing, or by fax or other electronic communication promptly followed by delivery of a physical non-electronic writing, and such physical non-electronic writing shall be delivered by courier or personal delivery to the following addresses, or to such other addresses as shall be designated from time to time by a party in accordance with this Clause 16.1:

If to:	Address:	With a copy to:
Each Seller	c/o Sellers Agent to the address below: 1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]
Servicer	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]
Sellers Agent	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]
Guarantors	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg 400 Atlanta, GA 30328 [***]
Purchaser	Coöperatieve Rabobank U.A., New York Branch 245 Park Avenue, 37th Floor New York, NY 10167 [***]

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16.2. Receipt. A written notice shall be treated as received when actually received (without reference to time of receipt of any copies, provided such copies have been sent).

16.3. Facsimile. Any facsimile transmission (in respect of which receipt has been acknowledged by telephone or facsimile transmission) shall be deemed to have been received at the time of dispatch provided that dispatch occurred between 9:00 a.m. and 5:00 p.m. on a Business Day in the place of receipt of the relevant notice, failing which it shall be deemed to have been received if dispatched prior to 9:00 a.m. on a Business Day at the commencement of business on that Business Day, and if dispatched after 5:00 p.m. on a Business Day or on a non-Business Day, in each case, in the place of receipt of the relevant notice, at the commencement of business on the next Business Day.

17. FURTHER PROVISIONS

17.1. Illegality. Each party intends not to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries. If any provision of this Agreement becomes illegal, invalid or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and shall remain in full force and effect, and the parties shall replace such illegal, invalid or unenforceable term or provision with a new term or provision permitted by law and having an economic effect as close as possible to the invalid, illegal or unenforceable term or provision. The holding of a term or provision to be invalid, illegal or unenforceable in a jurisdiction shall not have any effect on the application of the term or provision in any other jurisdiction.

17.2. Purchaser Right of Set-off. Without prejudice to its other rights and remedies, Purchaser shall be entitled to set-off all or any of its liabilities under this Agreement to any Seller, the Sellers Agent or Servicer against all or any of such Seller’s, the Sellers Agents’ or Servicer’s liabilities to Purchaser under this Agreement (including such Seller’s, the Sellers Agents’ or Servicer’s obligation to deposit any amounts into the Collections Account). Each Seller’s, the Sellers Agents’ or Servicer’s obligations under this Agreement shall continue in force without any right of set-off, deduction, counterclaim or withholding against Purchaser.

17.3. English Language. Any notice or any other documents given under or in connection with this Agreement must be in English.

17.4. Amendments. No amendment in respect of this Agreement will be effective unless in writing (including a writing evidenced by an electronic transmission) and executed by each of the parties. Any provision of this Agreement may be waived only in a writing, which writing may be signed only by the party granting such waiver.

17.5. Remedies and Waivers. No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

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17.6. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic delivery of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

17.7. Payments; Late Payments.

(a) Payment Instructions. All payments required to be paid to either party under this Agreement shall be delivered by wire transfer of immediately available funds to the appropriate account set forth in Schedule 4.

(b) Late Payments. If any payment payable by any Seller, the Sellers Agent or Servicer under the terms of this Agreement is not made when due in accordance with such terms, then interest on the amount due shall accrue daily at an annualized rate equal to LIBOR plus 2% until such payment is made, and such accrued interest shall be included in the amount then due and payable.

17.8. No Setoff; Taxes. All payments under this Agreement by any Seller, the Sellers Agent or Servicer shall be made free from set-off or counterclaim, and without deduction or withholding for or on account of any Taxes, unless the payer is required by law to make any such deduction or withholding. If any Seller, the Sellers Agent or Servicer is required by law, or as a result of a change in law, to deduct or withhold Taxes from or in respect of any payment under this Agreement, then (i) such Seller, the Sellers Agent or Servicer shall increase the amount of such payment as necessary so that, after such deduction or withholding has been made (including deductions or withholdings applicable to additional sums payable under this Clause 17.8), the recipient receives an amount equal to the amount the recipient would have been entitled to receive absent any such requirement to withhold or deduct any Taxes, (ii) such Seller, the Sellers Agent or Servicer shall make such deductions or withholdings and (iii) such Seller, the Sellers Agent or Servicer shall pay the full amount deducted or withheld to the relevant Governmental Entity in accordance with applicable law.

17.9. Assignment; Participation.

(a) By Purchaser. The Acquired Eligible Receivables are freely assignable by the Purchaser, other than to a paper-based packaging competitor of the Sellers. This Agreement and any of Purchaser’s rights, interests or obligations hereunder may not be assigned or otherwise transferred, in whole or in part, by Purchaser without the prior written consent of Sellers and any such purported assignment or transfer without such consent shall be void and of no effect; provided, that no consent of any Seller, the Sellers Agent or Servicer shall be required in the event (i) of an assignment or transfer to an Affiliate of Purchaser or (ii) of the occurrence of a Notification Event caused by a breach of this Agreement by any Seller, the Sellers Agent or Servicer; provided, further, for the avoidance of doubt, this sentence shall not restrict the Purchaser from assigning or transferring the Acquired Eligible Receivables. Subject to the terms of the Participation Letter, the Purchaser may at any time, without the consent of, or notice to, any Seller, the Sellers Agent or Servicer, sell participations to Eligible Participants (each, a “Participant”) in all or a portion of the Purchaser’s rights and/or obligations under this Agreement; provided, that (x) the Purchaser’s obligations under this Agreement shall remain unchanged, (y) the Purchaser shall remain solely

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responsible to the other parties hereto for the performance of such obligations, and (z) the Seller, the Sellers Agent and Servicer shall continue to deal solely and directly with the Purchaser in connection with the Purchaser’s rights and obligations under this Agreement. Notwithstanding the foregoing, Purchaser hereby agrees, and Sellers hereby acknowledge, that (x) Purchaser will require each Eligible Participant to whom a participation is sold to fund its pro rata portion of any Additional Funding Amounts payable pursuant to Clause 3.3(b) (it being understood that such pro rata portion may be the pro rata amount required to be funded pursuant to Clause 3.3(b) or an amount in excess of a base amount of the Purchaser Amount Balance not participated by the Purchaser pursuant to this Clause 17.9) and that Purchaser will grant each Eligible Participant the right to direct the Purchaser to reduce the Eligible Obligor Limit for any Eligible Obligor Group to zero on 30 days prior written notice to Purchaser and effective on a Monthly Date (and during such 30 day period such Eligible Obligor Limit will automatically and without further notice to or consent of Seller, the Sellers Agent or Servicer, and notwithstanding any other provision of this Agreement, equal the then outstanding principal amount of the Acquired Eligible Receivables due from the related Eligible Obligor Group on the date such notice is delivered) and (y) (I) on such Monthly Date of effectiveness, the Eligible Obligor Limit for such Eligible Obligor Group shall automatically and without further notice to or consent of Seller, the Sellers Agent or Servicer, and notwithstanding any other provision of this Agreement, be reduced to zero and (II) any such reduction may result in an automatic and contemporaneous reduction of the Commitment pursuant to the definition of “Commitment.” If the Purchaser shall notify the Sellers Agent that an Eligible Participant shall have failed to fund its pro rata portion of an Additional Funding Amount (or has notified the Purchaser that it does not intend to comply with its funding obligations, has failed to confirm in writing that it intends to comply with its funding obligation by the date requested by the Purchaser in writing following the Purchaser’s determination that it has a reasonable basis to believe that such Eligible Participant will not comply with its funding obligations, or is the subject of a Bankruptcy), then Sellers Agent may, in its sole discretion, notify the Purchaser that it wishes Purchaser to terminate the participation agreement with such Eligible Participant in accordance with the terms of the related participation agreement, and Purchaser will so terminate such agreement and the Commitment shall be reduced by the amount of such Eligible Participant’s maximum participation amount.

(b) By Sellers. Neither this Agreement nor any of any Seller’s, the Sellers Agent’s, Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect.

17.10. Successors and Assigns. Subject to the provisions of Clause 17.9, this Agreement shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective permitted successors and assigns. Eligible Participants shall be entitled to the benefit of each indemnification obligation of the Sellers hereunder.

17.11. Entire Agreement. This Agreement, the other Transaction Documents and the Participation Letter comprise the entire understanding of the parties with respect to the subject matter hereof. All express or implied agreements and understandings relating to such subject

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matter, either oral or written, heretofore made are superseded by this Agreement, the other Transaction Documents and the Participation Letter.

17.12. No Third Party Beneficiaries. This Agreement is for the sole benefit of Seller and Purchaser and their permitted successors and assigns (including Eligible Participants to the extent provided in Clause 17.9) and nothing herein expressed or implied shall give or be construed to give to any Person, other than the parties and such successors and assigns, any legal or equitable rights hereunder.

17.13. Independent Contractors. It is expressly understood and agreed that Sellers, the Sellers Agent, Servicer and Purchaser are and shall be independent contractors and that the relationship between the parties shall not constitute a partnership, joint venture or agency. Except as specifically required of the Servicer pursuant to the terms of this Agreement, neither Sellers, the Sellers Agent, Servicer nor Purchaser shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of such other party to do so.

17.14. Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

17.15. Anti-Terrorism Legislation. The Purchaser hereby notifies the Sellers that pursuant to the requirements of the Patriot Act it is required to obtain, verify, and record

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information that identifies the Sellers and other information that will allow the Purchaser to identify the Sellers in accordance with the Patriot Act. Each Seller hereby agrees to provide such information promptly upon the request of the Purchaser.

18. GOVERNING LAW AND JURISDICTION

18.1. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

18.2. Submission to Jurisdiction; Waivers of Jury Trial. Each party hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the state of New York located in the Borough of Manhattan in the City of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth in Clause 16.1 or at such other address which has been designated in accordance therewith;

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives trial by jury in any legal action or proceeding relating to this Agreement and for any counterclaim therein.

19. THE SELLERS AGENT

19.1. Appointment and Authorization. Each Seller hereby irrevocably designates and appoints the Sellers Agent as the agent of such Seller under this Agreement, and each Seller irrevocably authorizes the Sellers Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and to exercise such powers and perform such duties as are expressly delegated to the Sellers Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto to the extent permitted by applicable law. Each Seller and each Guarantor hereby further authorizes the Sellers Agent to consent to amendments to this Agreement, except with respect to any amendment relating to the calculation of the Purchase Price or the timing of the payment thereof. Without limiting the generality of the foregoing, Sellers Agent shall be responsible for maintaining and the delivering Portfolio Reports, the collection of

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the Purchase Prices and delivery of Funding Notices. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Sellers Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Seller, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Sellers Agent.

19.2. Delegation of Duties. The Sellers Agent may execute any of its duties under this Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Sellers Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

19.3. Exculpatory Provisions.Neither the Sellers Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Sellers for any recitals, statements, representations or warranties made by any of the Sellers, Purchaser, or any Guarantor, or any officer thereof contained in this Agreement or in any certificate, report, statement or other document referred to or provided for in, or received by the Sellers Agent under or in connection with, this Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or for any failure of any of the Sellers, Purchaser, or any Guarantor a party thereto to perform its obligations hereunder or thereunder. The Sellers Agent shall not be under any obligation to any Seller to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement, or to inspect the properties, books or records of any of the Sellers, Purchaser, or any Guarantor.

19.4. Reliance by Sellers Agent. The Sellers Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Purchaser), independent accountants and other experts selected by the Sellers Agent. The Sellers Agent may deem and treat the payee of any Purchase Price as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Sellers Agent. The Sellers Agent shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first receive such advice or concurrence any of the Sellers (or, all Sellers) as it deems appropriate or it shall first be indemnified to its satisfaction by the Sellers against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Sellers Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of any Seller (or all Sellers), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Sellers and any future assignees.

19.5. Notification Events. The Sellers Agent shall not be deemed to have knowledge or notice of the occurrence of any Potential Notification Event or Notification Event hereunder unless the Sellers Agent has received notice from a Seller, a Guarantor or the Purchaser referring

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to this Agreement, describing such Potential Notification Event or Notification Event and stating that such notice is a “Notice of Potential Notification Event,” or “Notice of Notification Event.” In the event that the Sellers Agent receives such a notice, the Sellers Agent shall give notice thereof to the Sellers, the Guarantors and the Purchaser. The Sellers Agent shall take such action with respect to such Potential Notification Event or Notification Event as required in this Agreement, or shall be reasonably directed by the Sellers; provided that unless and until the Sellers Agent shall have received such directions, the Sellers Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Potential Notification Event or Notification Event as it shall deem advisable in the best interests of the Sellers.

19.6. Non-Reliance on the Sellers Agent and Other Sellers.Each Seller expressly acknowledges that neither the Sellers Agent nor any of its respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by the Sellers Agent hereafter taken, including any review of the affairs of a party or any affiliate of a party, shall be deemed to constitute any representation or warranty by the Sellers Agent to any Seller. Each Seller represents to the Sellers Agent that it has, independently and without reliance upon the Sellers Agent or any other Seller, and based on such documents and information as it has deemed appropriate, made its own appraisal of, and investigation into, the business, operations, property, financial and other condition and creditworthiness of the Purchaser and its affiliates and made its own decision to make its sales hereunder and enter into this Agreement. Each Seller also represents that it will, independently and without reliance upon the Sellers Agent or any other Seller, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under this Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Purchaser and its affiliates. Except for notices, reports and other documents expressly required to be furnished to the Sellers by the Sellers Agent hereunder, the Sellers Agent shall not have any duty or responsibility to provide any Seller with any other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Purchaser or any affiliate of the Purchaser which may come into the possession of the Sellers Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

19.7. Indemnification. The Sellers agree to, jointly and severally, indemnify the Sellers Agent in its capacity as such from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the Purchase Prices) be imposed on, incurred by or asserted against the Sellers Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Sellers Agent under or in connection with any of the foregoing; provided that no Seller shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements which are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the Sellers Agent’s gross negligence or willful misconduct. The agreements in this Clause 19.7 shall survive the payment of the Purchase Prices and all other amounts payable hereunder.

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19.8. Agent in Its Individual Capacity. The Sellers Agent and its affiliates may make sales to, make purchases from and generally engage in any kind of business with any Seller, Purchaser or any Guarantor as though the Sellers Agent were not an Agent. With respect to its sales made or renewed by it the Sellers Agent shall have the same rights and powers under this Agreement as any Seller and may exercise the same as though it were not an Agent, and the terms “Seller” and “Sellers” shall include the Sellers Agent in its individual capacity.

19.9. Successor Sellers Agent. The Sellers Agent may resign as Sellers Agent upon 30 days’ notice to the Sellers, the Guarantors and Purchaser. If the Sellers Agent shall resign as Sellers Agent under this Agreement, then the Sellers shall appoint from among the Sellers a successor agent for the Sellers, whereupon such successor agent shall succeed to the rights, powers and duties of the Sellers Agent, and the term “Sellers Agent” shall mean such successor agent effective upon such appointment and approval, and the former Sellers Agent’s rights, powers and duties as Sellers Agent shall be terminated, without any other or further act or deed on the part of such former Sellers Agent or any of the parties to this Agreement or any other Sellers. After any retiring Sellers Agent’s resignation as Sellers Agent, the provisions of this Clause 19 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Sellers Agent under this Agreement.

20. ALLOCATIONS AMONG THE SELLERS

20.1. Payments by the Servicer to the Sellers Agent. All payments of Purchase Price and all distributions to the Sellers Agent of Purchase Price pursuant to Clause 6.3 shall be allocated and applied among the Sellers on a pro rata basis, based on the respective amounts of outstanding Purchase Price owing to each Seller as of the relevant Allocation Date (in each case, the “ApplicableProRataBasis”), and as between Purchaser and Sellers, all such payments and distributions to the Sellers Agent shall be deemed to have been so allocated. Notwithstanding the foregoing, the Sellers and Sellers Agent may separately agree in writing that payments or distributions received by Sellers Agent will, as between the Sellers, be allocated, applied or disseminated on an alternative basis, and Sellers Agent may make payments and distributions to the Seller(s) in accordance with such agreement; provided that any such reallocation of payments or distributions and any other deviation by Sellers’ Agent from the Applicable Pro Rata Basis in making actual payments or distributions to the Seller(s), shall represent transfers solely among and between the Sellers and Sellers Agent, and for purposes of this Agreement, as between Sellers and Purchaser, all aforementioned payments and distributions to Sellers Agent shall be deemed to have been received by, and shall discharge Purchaser’s obligations with respect to, each Seller hereunder in accordance with the Applicable Pro Rata Basis, regardless of any such reallocations or transfers.

20.2. Payments by the Sellers. As among the Sellers, Sellers agree that any amounts that are payable by the Sellers hereunder in respect of Purchase Price Adjustments, Administrative Fees indemnification or otherwise on a joint and several basis shall be allocated among the Sellers as separately agreed among the Sellers in writing, and to the extent any Seller pays any amount in excess of the amount so allocated, the applicable Seller(s) shall reimburse such Seller so that after giving effect thereto each Seller shall have paid no more than its allocable portion.

21. SECURITY INTEREST

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21.1. Security Interest. Each Seller, as security for the payment or performance, as the case may be, in full of the Secured Obligations, hereby grants to the Purchaser, its successors and assigns, a security interest in, all right, title and interest of such Seller in and to (i) the Collections Account, (ii) all funds on deposit therein, and (iii) all proceeds of the foregoing (together, the “Collateral”). The foregoing security interest is granted as security only and shall not subject the Purchaser to, or in any way alter or modify, any obligation or liability of any Seller with respect to or arising out of the Collateral.

21.2. Financing Statements. Each Seller hereby irrevocably authorizes the Purchaser at any time and from time to time to file in any relevant jurisdiction any initial financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as the Collections Account and all amounts on deposit therein or words of similar effect as being of an equal or lesser scope or with greater detail, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including whether such Seller is an organization, the type of organization and any organizational identification number issued to such Seller. Each Seller agrees to provide such information to the Purchaser promptly upon request.

Each Seller also ratifies its authorization for the Purchaser to file in any relevant jurisdiction any initial financing statements or amendments thereto covering the Collateral if filed prior to September 25, 2018.

For the avoidance of doubt, nothing in this Section 21.2 shall require the Purchaser to file financing statements or amendments thereto.

21.3. Remedies. Without limiting Section 12 of this Agreement, the Purchaser shall have the right, upon the occurrence and during the continuance of a Notification Event, with full power of substitution either in the Purchaser’s name or in the name of any Seller (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to sign the name of such Seller on any invoice or bill of lading relating to any of the Collateral; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (e) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (f) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Purchaser were the absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be construed as requiring or obligating the Purchaser to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Purchaser, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Purchaser shall be accountable only for amounts actually received as a result of the exercise of the powers granted to it herein, and neither it nor its officers, directors, employees or agents shall be responsible to any Seller for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

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21.4. Application of Proceeds. The Purchaser shall apply the proceeds of any collection or sale of Collateral consisting of cash as follows:

FIRST, to the payment of all reasonable costs and expenses incurred by the Purchaser in connection with such collection or sale or otherwise in connection with this Agreement, the Control Agreement or any of the Secured Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under the Control Agreement;

SECOND, to the payment in full of the Secured Obligations in the order and manner specified in Sections 6 and 7 hereof; and

THIRD, to Sellers, their respective successors or assigns, or as a court of competent jurisdiction may otherwise direct.

The Purchaser shall have discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement, but agrees that all such proceeds, moneys and balances shall be applied in a reasonable time. Upon any sale of the Collateral by the Purchaser (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Purchaser or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Purchaser or such officer or be answerable in any way for the misapplication thereof.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date set out on the first page of this document.

For and on behalf of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, Purchaser

By:	/s/ Christopher Lew
Name:	Christopher Lew
Title:	Managing Director

By:	/s/ Robyn Carmel
Name:	Robyn Carmel
Title:	Vice President

For and on behalf of WESTROCK CP, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK – SOLVAY, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK CONVERTING, LLC, Seller, Sellers Agent and Servicer

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK COMPANY OF TEXAS, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK MILL COMPANY, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK CALIFORNIA, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK MINNESOTA CORPORATION, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK – SOUTHERN CONTAINER, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK PACKAGING SYSTEMS, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK PACKAGING, INC., Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK - GRAPHICS INC., Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK CONSUMER PACKAGING GROUP, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK BOX ON DEMAND, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK MWV, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK USC INC., Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK PAPER AND PACKAGING, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK KRAFT PAPER, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK LONGVIEW, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK CHARLESTON KRAFT, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK CONTAINER, LLC, Seller

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK COMPANY, Guarantor

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

For and on behalf of WESTROCK RKT, LLC, Guarantor

By:	/s/ John D. Stakel
Name:	John D. Stakel
Title:	Senior Vice President and Treasurer

SCHEDULE 2

NOTIFICATION EVENTS

The occurrence of any of the following events shall be a Notification Event:

A. Non-payment: Any Seller, the Sellers Agent or Servicer fails to pay any amount due under this Agreement (including any amount required to be deposited into the Collections Account) on its due date and such failure shall have continued for three Business Days;

B. Breach of obligations: Any Seller, the Sellers Agent, Servicer or any Guarantor fails to observe or perform any of its obligations under this Agreement or under any undertaking or arrangement entered into in connection therewith and if curable such breach is not cured within 30 calendar days after written notice from the Purchaser;

C. Misrepresentation: Any representation or warranty which is made (or deemed or acknowledged to have been made) by any Seller, the Sellers Agent, Servicer or any Guarantor in this Agreement (or which is contained in any or other document submitted by any such persons to the Purchaser pursuant to the terms of this Agreement) proves to be incorrect in any material respect (except to the extent that any such representation or warranty is qualified by materiality, in which case such representation and warranty proves to incorrect) when made or deemed to be made; unless in the case of any such inaccuracy in connection with a representation or warranty with respect to a Receivable, such Receivable is repurchased in accordance with this Agreement;

D. Cross-acceleration: Any indebtedness for borrowed money of any Seller or Guarantor where the principal amount thereof exceeds $200,000,000 individually or in the aggregate becomes due before its stated maturity; provided that this clause (D) shall not apply to (x) any indebtedness for borrowed money that becomes due as a result of the voluntary sale, transfer or other disposition of the assets so long as such indebtedness is paid or (y) any indebtedness for borrowed money that becomes due as a result of a voluntary refinancing thereof;

E. Attachment: In respect of any Seller or Guarantor an attachment, distress or any form of execution is levied or enforced upon any such property, business, undertakings, assets or revenues in excess of $200,000,000 individually or in the aggregate (or its equivalent in any other currency) or any Security Interest which may for the time being affect any of its assets is enforced;

F. Bankruptcy: A Bankruptcy occurs with respect to any Seller or Guarantor;

G. Security Interest: Except for the Security Interest created under this Agreement, any Seller creates or grants any Security Interest or permits any Security Interest to arise over or in relation to (i) any Acquired Eligible Receivable; (ii) any right, title or interest of Purchaser in relation to an Acquired Eligible Receivable; (iii) any proceeds of or sums received or payable in respect of an Acquired Eligible Receivable; or (iv) the Collection Account;

H. Dispute: Any Seller disputes in any manner the validity or efficacy of any sale and assignment of the Acquired Eligible Receivables;

I. Illegality: It becomes impossible or unlawful for any Seller to continue its business and/or discharge its obligations as contemplated by this Agreement;

J. Unauthorized Distribution: Any distribution of funds from the Collections Account that is not in accordance with the terms set forth in Clause 6.3 and Clause 7.3, except for an inadvertent error that is promptly remedied upon the parties becoming aware thereof;

K. Collateral: Purchaser shall fail to have first priority perfected Security Interest in the Collateral (subject to the Security Interests in favor Wells Fargo Bank, N.A. in respect of the Collections Account as provided in the Control Agreement);

L. Change of Control. A Change of Control shall occur;

M. Judgments. one or more final judgments for the payment of money in an amount in excess of $200,000,000, individually or in the aggregate, shall be entered against any WestRock Party on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for thirty (30) consecutive days without a stay of execution;

M. Tax Lien. The Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Tax Code with regard to any of the Collateral and such lien shall not have been released within fifteen (15) days, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the Collateral; or

O. ERISA Event. Any Plan of WestRock Party or any of its ERISA Affiliates:

(i) shall fail to be funded in accordance with the minimum funding standard required by applicable law, the terms of such Plan, Section 412 of the Tax Code or Section 302 of ERISA for any plan year or a waiver of such standard is sought or granted with respect to such Plan under applicable law, the terms of such Plan or Section 412 of the Tax Code or Section 302 of ERISA; or

(ii) is being, or has been, terminated or the subject of termination proceedings under applicable law or the terms of such Plan; or

(iii) shall require WestRock Party or any of its ERISA Affiliates to provide security under applicable law, the terms of such Plan, Section 401 or 412 of the Tax Code or Section 306 or 307 of ERISA; or

(iv) results in a liability to WestRock Party or any of its ERISA Affiliates under applicable law, the terms of such Plan, or Title W ERISA,

and there shall result from any such failure, waiver, termination or other event a liability to the PBGC or a Plan that would have a Material Adverse Effect.

EX-10.15(B)

Exhibit 10.15(b)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

FIRST AMENDMENT TO AMENDED AND RESTATED
AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES

FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of February 19, 2021 (this “Amendment”), among

(i)WESTROCK COMPANY OF TEXAS, a Georgia corporation, WESTROCK CONVERTING, LLC, a Georgia limited liability company, WESTROCK MILL COMPANY, LLC, a Georgia limited liability company, WESTROCK CALIFORNIA, LLC, a California limited liability company, WESTROCK MINNESOTA CORPORATION, a Delaware corporation, WESTROCK - SOUTHERN CONTAINER, LLC, a Delaware limited liability company, WESTROCK CP, LLC, a Delaware limited liability company, WESTROCK - SOLVAY, LLC, a Delaware limited liability company, WESTROCK PACKAGING SYSTEMS, LLC, a Delaware limited liability company, WESTROCK PACKAGING, INC., a Delaware corporation, WESTROCK - GRAPHICS INC., a North Carolina corporation, WESTROCK CONSUMER PACKAGING GROUP, LLC, an Illinois limited liability company, WESTROCK BOX ON DEMAND, LLC, a Delaware limited liability company, WESTROCK MWV, LLC, a Delaware limited liability company, WESTROCK USC INC., a Pennsylvania corporation, WESTROCK PAPER AND PACKAGING, LLC, a Delaware limited liability company, WESTROCK KRAFT PAPER, LLC, a Delaware limited liability company, WESTROCK LONGVIEW, LLC, a Washington limited liability company, WESTROCK CHARLESTON KRAFT, LLC, a Delaware limited liability company, and WESTROCK CONTAINER, LLC, a Georgia limited liability company, as sellers (each of which is referred to herein as a “Seller,” or together the “Sellers”),

(ii)WESTROCK CONVERTING, LLC, a Georgia limited liability company, as agent for the Sellers (in such capacity “Sellers Agent”) and as servicer (“Servicer”),

(iii)COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, a Dutch cooperative acting through its New York Branch (“Rabobank”), as purchaser (“Purchaser”), and

(iv)WESTROCK RKT, LLC , a Georgia limited liability company, and WESTROCK COMPANY, a Delaware corporation, as guarantors (each, a “Guarantor” and together, the “Guarantors”).

RECITALS

WHEREAS, the parties refer to that certain Amended and Restated Agreement for the Purchasing and Servicing of Receivables dated as of September 17, 2020 (the “Existing Receivables Purchase Agreement” and, as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among the Purchaser, the Sellers, Sellers Agent and Servicer and the Guarantors. Unless otherwise provided elsewhere herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Receivables Purchase Agreement, and, in addition, this Amendment is to be interpreted and construed in accordance with the provisions set forth in Clause 1.3 of the Receivables Purchase Agreement; and

WHEREAS, the Sellers and Sellers Agent and Servicer have requested that the Purchaser agree to amend the Existing Receivables Purchase Agreement in certain respects on the terms and conditions set forth in this Amendment;

NOW, THEREFORE, the parties to this Amendment hereby agree as follows:

SECTION 1.Amendments to Existing Receivables Purchase Agreement. Effective as of the Effective Date (as defined below), the Existing Receivables Purchase Agreement is hereby amended as follows:

(a)Part 1 of Schedule 3 of the Existing Receivables Purchase Agreement is hereby amended by deleting the reference to “[***]” in the definition of “[***]” and substituting, in lieu thereof, “[***].”

SECTION 2.Effectiveness. The amendments set forth in Section 1 above shall become effective as of the date (the “Effective Date”) when the Purchaser shall have received counterpart signature pages executed by each of the parties to this Amendment.

SECTION 3.Representations and Warranties. Each of the Sellers, the Sellers Agent and the Servicer hereby represents and warrants to the Purchaser and that, on and as of the date hereof:

(a)this Amendment has been duly executed and delivered by it, and this Amendment and the Existing Receivables Purchase Agreement as amended hereby constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and

(b)its representations and warranties contained in the Receivables Purchase Agreement or in the other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof, with the same effect as though made on such date (after giving effect to this Amendment), except to the extent such representations or warranties expressly relate only to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

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SECTION 4.Miscellaneous.

(a)This Amendment may be amended, modified, terminated or waived only as provided in Clause 17.4 of the Receivables Purchase Agreement.

(b)Except as expressly modified as contemplated hereby, the Receivables Purchase Agreement is hereby confirmed to be in full force and effect in accordance with its terms and is hereby ratified and confirmed. This Amendment is intended by the parties to constitute an amendment and modification to, and otherwise to constitute a continuation of, the Receivables Purchase Agreement, and is not intended by any party and shall not be construed to constitute a novation thereof or of any obligation of any party thereunder. This Amendment shall constitute a Transaction Document.

(c)This Amendment shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective permitted successors and assigns under the Receivables Purchase Agreement.

(d)This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic delivery of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

(e)Each party intends not to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries. If any provision of this Amendment becomes illegal, invalid or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and shall remain in full force and effect, and the parties shall replace such illegal, invalid or unenforceable term or provision with a new term or provision permitted by law and having an economic effect as close as possible to the invalid, illegal or unenforceable term or provision. The holding of a term or provision to be invalid, illegal or unenforceable in a jurisdiction shall not have any effect on the application of the term or provision in any other jurisdiction.

(f)THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(g)Each party hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Amendment and for any counterclaim therein.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed and delivered this Amendment as of the date first above written.

For and on behalf of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, Purchaser

By:	/s/ Jinyang Wang
Name:	Jinyang Wang
Title:	Vice President

By:	/s/ Christopher Lew
Name:	Christopher Lew
Title:	Managing Director

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK CP, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK – SOLVAY, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK CONVERTING, LLC, Seller, Sellers Agent and Servicer

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK COMPANY OF TEXAS, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK MILL COMPANY, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK CALIFORNIA, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK MINNESOTA CORPORATION, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK – SOUTHERN CONTAINER, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK PACKAGING SYSTEMS, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK PACKAGING, INC., Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK - GRAPHICS INC., Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK CONSUMER PACKAGING GROUP, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK BOX ON DEMAND, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK MWV, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK USC INC., Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK PAPER AND PACKAGING, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK KRAFT PAPER, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK LONGVIEW, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK CHARLESTON KRAFT, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK CONTAINER, LLC, Seller

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

For and on behalf of WESTROCK COMPANY, Guarantor

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK RKT, LLC, Guarantor

By:	/s/ Robert B. McIntosh
Name:	Robert B. McIntosh
Title:	EVP, General Counsel and Secretary

[Signature Page to First Amendment to Amended and Restated Receivables Purchase Agreement]

EX-10.15(C)

Exhibit 10.15(c)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

SECOND AMENDMENT TO AMENDED AND RESTATED
AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES

SECOND AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of August 31, 2021 (this “Amendment”), among

(i)WESTROCK COMPANY OF TEXAS, a Georgia corporation, WESTROCK CONVERTING, LLC, a Georgia limited liability company, WESTROCK MILL COMPANY, LLC, a Georgia limited liability company, WESTROCK CALIFORNIA, LLC, a California limited liability company, WESTROCK MINNESOTA CORPORATION, a Delaware corporation, WESTROCK - SOUTHERN CONTAINER, LLC, a Delaware limited liability company, WESTROCK CP, LLC, a Delaware limited liability company, WESTROCK - SOLVAY, LLC, a Delaware limited liability company, WESTROCK PACKAGING SYSTEMS, LLC, a Delaware limited liability company, WESTROCK PACKAGING, INC., a Delaware corporation, WESTROCK – GRAPHICS, INC., a North Carolina corporation, WESTROCK CONSUMER PACKAGING GROUP, LLC, an Illinois limited liability company, WESTROCK BOX ON DEMAND, LLC, a Delaware limited liability company, WESTROCK MWV, LLC, a Delaware limited liability company, WESTROCK USC, INC., a Pennsylvania corporation, WESTROCK PAPER AND PACKAGING, LLC, a Delaware limited liability company, WESTROCK KRAFT PAPER, LLC, a Delaware limited liability company, WESTROCK LONGVIEW, LLC, a Washington limited liability company, WESTROCK CHARLESTON KRAFT, LLC, a Delaware limited liability company, and WESTROCK CONTAINER, LLC, a Georgia limited liability company, as sellers (each of which is referred to herein as a “Seller,” or together the “Sellers”),

(ii)WESTROCK CONVERTING, LLC, a Georgia limited liability company, as agent for the Sellers (in such capacity “Sellers Agent”) and as servicer (“Servicer”),

(iii)COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, a Dutch cooperative acting through its New York Branch (“Rabobank”), as purchaser (“Purchaser”), and

(iv)WESTROCK RKT, LLC , a Georgia limited liability company, and WESTROCK COMPANY, a Delaware corporation, as guarantors (each, a “Guarantor” and together, the “Guarantors”).

RECITALS

WHEREAS, the parties refer to that certain Amended and Restated Agreement for the Purchasing and Servicing of Receivables dated as of September 17, 2020, as amended by that First Amendment to Amended and Restated Agreement for the Purchasing and Servicing of Receivables dated as of February 19, 2021 (as so amended, the “Existing Receivables Purchase Agreement” and, as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among the Purchaser, the Sellers, Sellers Agent and Servicer and the Guarantors. Unless otherwise provided elsewhere herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Receivables Purchase Agreement, and, in addition, this Amendment is to be interpreted and construed in accordance with the provisions set forth in Clause 1.3 of the Receivables Purchase Agreement; and

WHEREAS, the Sellers and Sellers Agent and Servicer have requested that the Purchaser agree to amend the Existing Receivables Purchase Agreement in certain respects on the terms and conditions set forth in this Amendment;

NOW, THEREFORE, the parties to this Amendment hereby agree as follows:

SECTION 1.Amendments to Existing Receivables Purchase Agreement.Effective as of the Effective Date (as defined below), the Existing Receivables Purchase Agreement is hereby amended as follows:

(a)The definition of Acquisition Period Termination Date set forth in Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by deleting the date “September 17, 2021” set forth therein and substituting, in lieu thereof, “September 16, 2022.”

(b)Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by deleting the definitions of Benchmark Replacement Adjustment, Benchmark Replacement Date, Benchmark Transition Start Date, Benchmark Unavailability Period and Unadjusted Benchmark Replacement.

(c)Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of a Calculation Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark, as applicable, pursuant to this Agreement as of such date.

“Benchmark” means, initially, LIBOR; provided that if a replacement of the Benchmark has occurred pursuant to Clause 4.5, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate. Any reference to “Benchmark” shall include, as applicable, the published component used in the calculation thereof.

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“Benchmark Cessation Changes” means any replacement of a Benchmark hereunder and all documents, instruments, and amendments executed, delivered or otherwise implemented or effected (automatically or otherwise) after the date hereof in accordance with or in furtherance of Clause 4.5 (including any Benchmark Replacement Conforming Changes).

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Purchaser in accordance with the conventions for this rate recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Purchaser decides that any such convention is not administratively feasible for the Purchaser, then the Purchaser may establish another convention in its reasonable discretion.

“Early Opt-in Effective Date” means, with respect to any Early Opt-in Election, the sixth (6th) Business Day after the date notice of such Early Opt-in Election is provided to the Sellers Agent.

“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBOR.

“Term SOFR Adjustment” means, 0.11448% (11.448 basis points) for an Available Tenor of one-month’s duration, 0.26161% (26.161 basis points) for an Available Tenor of three-months’ duration, and 0.42826% (42.826 basis points) for an Available Tenor of six-months’ duration, and 0.71513% (71.513 basis points) for an Available Tenor of twelve-months’ duration.

“Term SOFR Notice” means a notification by the Purchaser to the Sellers Agent of the occurrence of a Term SOFR Transition Event.

“Term SOFR Transition Event Effective Date” means, with respect to a Term SOFR Transition Event, the date that is thirty (30) days after the date a Term SOFR Notice is provided to the Sellers Agent pursuant to subsection (c) of Clause 4.5.

“Term SOFR Transition Event” means the determination by the Purchaser that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Purchaser in its sole discretion, and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Clause 4.5 that is not Term SOFR.

(d)Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by amending and restating the following definitions:

“Benchmark Replacement” means, for any Available Tenor:

(1) For purposes of subsection (a) of Clause 4.5, the first alternative set forth below that can be determined by the Purchaser:

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(a) the sum of: (i) Term SOFR and (ii) applicable Term SOFR Adjustment; provided, that if any Available Tenor of LIBOR does not correspond to an Available Tenor of Term SOFR, the Benchmark Replacement for such Available Tenor of LIBOR shall be the closest corresponding Available Tenor (based on length) for Term SOFR and if such Available Tenor of LIBOR equally corresponds to two Available Tenors of Term SOFR, the corresponding tenor of Term SOFR with the shorter duration shall apply, or

(b) the sum of: (i) Daily Simple SOFR and (ii) the spread adjustment selected or recommended by the Relevant Governmental Body for the replacement of the tenor of LIBOR with a SOFR-based rate having approximately the same length as the interest payment period specified in subsection (a) of this definition (which spread adjustment, for the avoidance of doubt, shall be 0.11448% (11.448 basis points); and

(2) For purposes of subsection (b) of Clause 4.5, the sum of (a) the alternate benchmark rate and (b) an adjustment (which may be a positive or negative value or zero), in each case, that has been selected by the Purchaser and the Sellers Agent as the replacement for such Available Tenor of such Benchmark giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Relevant Governmental Body, for Dollar-denominated syndicated credit facilities at such time;

provided that, if the Benchmark Replacement as determined pursuant to clause (1) or (2) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Calculation Period,” timing and frequency of determining rates and making payments of Purchase Price Adjustment, timing of purchase requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of breakage provisions and other technical, administrative or operational matters) that the Purchaser (in consultation with Sellers Agent) decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Purchaser in a manner substantially consistent with market practice (or, if the Purchaser decides that adoption of any portion of such market practice is not administratively feasible or if the Purchaser determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Purchaser (in consultation with Sellers Agent) decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

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“Benchmark Transition Event” means with respect to any then-current Benchmark other than LIBOR, the occurrence of a public statement or publication of information by or on behalf of the administrator of the then-current Benchmark, the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, announcing or stating that (a) such administrator has ceased or will cease on a specified date to provide all Available Tenors of such Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark or (b) all Available Tenors of such Benchmark are or will no longer be representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored.

“Early Opt-in Election” means the occurrence of:

(1) a notification by the Purchaser to (or the request by the Sellers Agent to the Purchaser to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated receivables purchase or credit facilities at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated receivables purchase or credit facilities are identified in such notice and are publicly available for review), and

(2) the joint election by the Purchaser and the Sellers Agent to trigger a fallback from LIBOR.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Term SOFR” means, for the applicable corresponding tenor, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.

(e)Clause 4.1 of the Existing Receivables Purchase Agreement is hereby amended by deleting the clause stating that “M refers to [***]” and substituting, in lieu thereof, the following:

M refers to [***].

(f)Clause 4.5 of the Existing Receivables Purchase Agreement is hereby amended and restated as follows:

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4.5 Benchmark Replacement Setting.

On March 5, 2021 the Financial Conduct Authority (“FCA”), the regulatory supervisor of LIBOR’s administrator (“IBA”), announced in a public statement the future cessation or loss of representativeness of overnight/Spot Next, 1-month, 3-month, 6-month and 12- month LIBOR tenor settings. Notwithstanding anything to the contrary herein or in any other Transaction Document:

(a)Replacing LIBOR. On the earlier of (i) the date that all Available Tenors of LIBOR have either permanently or indefinitely ceased to be provided by IBA or have been announced by the FCA pursuant to public statement or publication of information to be no longer representative and (ii) the Early Opt-in Effective Date, if the then-current Benchmark is LIBOR, the Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Transaction Document in respect of any setting of such Benchmark on such day and all subsequent settings without any amendment to, or further action or consent of any other party to this Agreement or any other Transaction Document. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(b)Replacing Future Benchmarks. Upon the occurrence of a Benchmark Transition Event, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Sellers Agent without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Benchmark shall equal the Base Rate.

(c)Flip Forward. Notwithstanding anything to the contrary herein or in any other Transaction Document and subject to the proviso below in this subsection, if a Term SOFR Transition Event and its related Term SOFR Transition Event Effective Date have occurred prior to the reference time in respect of any setting of the then-current Benchmark, then Term SOFR plus the Term SOFR Adjustment will replace the then-current Benchmark for all purposes hereunder or under any Transaction Document in respect of such Benchmark setting and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document; provided that, this subsection (c) shall not be effective unless the Purchaser has delivered to the Sellers Agent a Term SOFR Notice. Notwithstanding anything contained herein to the contrary, the Purchaser shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion. For the avoidance of doubt, any applicable provisions set forth in this Clause 4.5 shall apply with respect to any Term SOFR transition pursuant to this subsection (c) as if such forward-looking term

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rate was initially determined in accordance herewith including, without limitation, the provisions set forth in subsections (d) and (h) of this Clause 4.5.

(d)Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Purchaser will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(e)Notices; Standards for Decisions and Determinations. The Purchaser will promptly notify the Sellers Agent of (i) the occurrence of a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, and (iii) the effectiveness of any Benchmark Replacement Conforming Changes or (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to subsection (f) of this Clause 4.5. Any determination, decision or election that may be made by the Purchaser pursuant to this Clause 4.5, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Clause 4.5.

(f)Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBOR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information services that publishes such rate from time to time as selected by the Purchaser in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will no longer be representative, then the Purchaser may remove any tenor of such Benchmark that is unavailable or non-representative tenor for Benchmark (including Benchmark Replacement) settings and (ii) if a tenor that was removed pursuant to the immediately preceding clause (i) either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Purchaser may reinstate any such previously removed tenor for Benchmark (including Benchmark Replacement) settings at or after such time.

(g)Reaffirmation. Each WestRock Party hereby acknowledges and agrees to be bound by the provisions of this Clause 4.5 (including, without limitation, the implementation from time to time of any Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance herewith) and, in furtherance of the forgoing (and without, in any way express or implied, invalidating, impairing or otherwise negatively affecting any obligations heretofore provided) hereby acknowledges and agrees

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that in connection with and after giving effect to any Benchmark Cessation Changes: (i) its obligations shall not in any way be novated, discharged or otherwise impaired, and shall continue, be ratified and be affirmed and shall remain in full force in effect, (ii) its grant of a guarantee, pledge, assignment or any other accommodation, lien or security interests in or to its properties relating to this Agreement or any other Transaction Document shall continue, be ratified and be affirmed, and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired and (iii) the Transaction Documents and its obligations thereunder (contingent or otherwise) shall continue, be ratified and be affirmed and shall remain in full force and effect and shall not be novated, discharged or otherwise impaired. In addition, Each WestRock Party hereby fully waives any requirements to notify such Person of any Benchmark Cessation Changes (except as expressly provided in this Clause 4.5). From time to time, Each WestRock Party shall execute and deliver, or cause to be executed and delivered, such instruments, agreements, certificates or documents, and take all such actions, as the Purchaser may reasonably request for the purposes implementing or effectuating the provisions of this Clause 4.5, or of renewing, continuing, reaffirming or ratifying the rights of the Purchaser.

(h)Disclaimer. Purchaser does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration of, submission of, calculation of, or any other matter related to the London interbank offered rate or other rates in the definition of “LIBOR” or any alternative or successor rate thereto, or replacement rate thereof (including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to this Clause 4.5, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Clause 4.5, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate for any currency will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, LIBOR prior to its discontinuance or unavailability.

(g) The table set forth in Part 1 of Schedule 3 to the Existing Receivables Purchase Agreement is amended and restated as follows:

[***]

SECTION 2.Effectiveness. The amendments set forth in Section 1 above shall become effective as of the date (the “Effective Date”) when the Purchaser shall have received (a) counterpart signature pages executed by (i) each of the parties to this Amendment and (ii) the Amendment Fee Letter dated the date hereof (the “Amendment Fee Letter”) between the Purchaser and the Sellers Agent and (b) the Amendment Upfront Fee set forth in the Amendment Fee Letter.

SECTION 3.Representations and Warranties. Each of the Sellers, the Sellers Agent and the Servicer hereby represents and warrants to the Purchaser and that, on and as of the date hereof:

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(a)this Amendment has been duly executed and delivered by it, and this Amendment and the Existing Receivables Purchase Agreement as amended hereby constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and

(b)its representations and warranties contained in the Receivables Purchase Agreement or in the other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof, with the same effect as though made on such date (after giving effect to this Amendment), except to the extent such representations or warranties expressly relate only to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

SECTION 4.Miscellaneous.

(a)This Amendment may be amended, modified, terminated or waived only as provided in Clause 17.4 of the Receivables Purchase Agreement.

(b)Except as expressly modified as contemplated hereby, the Receivables Purchase Agreement is hereby confirmed to be in full force and effect in accordance with its terms and is hereby ratified and confirmed. This Amendment is intended by the parties to constitute an amendment and modification to, and otherwise to constitute a continuation of, the Receivables Purchase Agreement, and is not intended by any party and shall not be construed to constitute a novation thereof or of any obligation of any party thereunder. This Amendment shall constitute a Transaction Document.

(c)This Amendment shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective permitted successors and assigns under the Receivables Purchase Agreement.

(d)This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic delivery of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

(e)Each party intends not to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries. If any provision of this Amendment becomes illegal, invalid or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and shall remain in full force and effect, and the parties shall replace such illegal, invalid or unenforceable term or provision with a new term or provision permitted by law and having an economic effect as close as possible to the invalid, illegal or unenforceable term or provision. The holding of a term or provision to be invalid, illegal or unenforceable in a jurisdiction shall not have any effect on the application of the term or provision in any other jurisdiction.

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(f)THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

(g)Each party hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Amendment and for any counterclaim therein.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed and delivered this Amendment as of the date first above written.

For and on behalf of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, Purchaser

By: /s/ Katherine Bouton

Name: Katherine Bouton

Title: Vice President

By: /s/ Christopher Lew

Name: Christopher Lew

Title: Managing Director

[Signature Page to Second Amendment to Amended and Restated Receivables Purchase Agreement]

For and on the behalf of WESTROCK CP, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK - SOLVAY, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK CONVERTING, LLC, Seller, Sellers Agent and Servicer

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK COMPANY OF TEXAS, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK MILL COMPANY, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK CALIFORNIA, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

[Signature Page to Second Amendment to Amended and Restated Receivables Purchase Agreement]

For and on the behalf of WESTROCK MINNESOTA CORPORATION, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK - SOUTHERN CONTAINER, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK PACKAGING SYSTEMS, LLC,

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK PACKAGING, INC., Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK - GRAPHICS, INC., Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK CONSUMER PACKAGING GROUP, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

[Signature Page to Second Amendment to Amended and Restated Receivables Purchase Agreement]

For and on the behalf of WESTROCK BOX ON DEMAND, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK MWV, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK USC, INC., Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK PAPER AND PACKAGING, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK KRAFT PAPER, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK LONGVIEW, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

[Signature Page to Second Amendment to Amended and Restated Receivables Purchase Agreement]

For and on the behalf of WESTROCK CHARLESTON KRAFT, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK CONTAINER, LLC, Seller

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK COMPANY, Guarantor

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

For and on the behalf of WESTROCK RKT, LLC, Guarantor

By: /s/ Timothy W. Murphy

Name: Timothy W. Murphy

Title: SVP Treasurer

[Signature Page to Second Amendment to Amended and Restated Receivables Purchase Agreement]

EX-10.15(D)

Exhibit 10.15(d)

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS OF THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

THIRD AMENDMENT TO AMENDED AND RESTATED
AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES

THIRD AMENDMENT TO AMENDED AND RESTATED AGREEMENT FOR THE PURCHASING AND SERVICING OF RECEIVABLES, dated as of September 16, 2022 (this “Amendment”), among

(i)WESTROCK COMPANY OF TEXAS, a Georgia corporation, WESTROCK CONVERTING, LLC, a Georgia limited liability company, WESTROCK MILL COMPANY, LLC, a Georgia limited liability company, WESTROCK CALIFORNIA, LLC, a California limited liability company, WESTROCK MINNESOTA CORPORATION, a Delaware corporation, WESTROCK - SOUTHERN CONTAINER, LLC, a Delaware limited liability company, WESTROCK CP, LLC, a Delaware limited liability company, WESTROCK - SOLVAY, LLC, a Delaware limited liability company, WESTROCK PACKAGING SYSTEMS, LLC, a Delaware limited liability company, WESTROCK PACKAGING, INC., a Delaware corporation, WESTROCK – GRAPHICS, INC., a North Carolina corporation, WESTROCK CONSUMER PACKAGING GROUP, LLC, an Illinois limited liability company, WESTROCK BOX ON DEMAND, LLC, a Delaware limited liability company, WESTROCK MWV, LLC, a Delaware limited liability company, WESTROCK USC, INC., a Pennsylvania corporation, WESTROCK PAPER AND PACKAGING, LLC, a Delaware limited liability company, WESTROCK KRAFT PAPER, LLC, a Delaware limited liability company, WESTROCK LONGVIEW, LLC, a Washington limited liability company, WESTROCK CHARLESTON KRAFT, LLC, a Delaware limited liability company, and WESTROCK CONTAINER, LLC, a Georgia limited liability company, as sellers (each of which is referred to herein as a “Seller,” or together the “Sellers”),

(ii)WESTROCK CONVERTING, LLC, a Georgia limited liability company, as agent for the Sellers (in such capacity “Sellers Agent”) and as servicer (“Servicer”),

(iii)COÖPERATIEVE RABOBANK, U.A., NEW YORK BRANCH, a Dutch cooperative acting through its New York Branch (“Rabobank”), as purchaser (“Purchaser”), and

(iv)WESTROCK RKT, LLC, a Georgia limited liability company, and WESTROCK COMPANY, a Delaware corporation, as guarantors (each, a “Guarantor” and together, the “Guarantors”).

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RECITALS

WHEREAS, the parties refer to that certain Amended and Restated Agreement for the Purchasing and Servicing of Receivables dated as of September 17, 2020, as amended by that First Amendment to Amended and Restated Agreement for the Purchasing and Servicing of Receivables dated as of February 19, 2021 and by that Second Amendment to Amended and Restated Agreement for the Purchasing and Servicing of Receivables dated as of August 31, 2021 (as so amended, the “Existing Receivables Purchase Agreement” and, as further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among the Purchaser, the Sellers, Sellers Agent and Servicer and the Guarantors. Unless otherwise provided elsewhere herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Existing Receivables Purchase Agreement, and, in addition, this Amendment is to be interpreted and construed in accordance with the provisions set forth in Clause 1.3 of the Receivables Purchase Agreement; and

WHEREAS, the Sellers and Sellers Agent and Servicer have requested that the Purchaser agree to amend the Existing Receivables Purchase Agreement in certain respects on the terms and conditions set forth in this Amendment;

NOW, THEREFORE, the parties to this Amendment hereby agree as follows:

SECTION 1.Amendments to Existing Receivables Purchase Agreement. Effective as of the Effective Date (as defined below), the Existing Receivables Purchase Agreement is hereby amended as follows:

(a)The definition of Acquisition Period Termination Date set forth in Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by deleting the date “September 16, 2022” set forth therein and substituting, in lieu thereof, “September 15, 2023.”

(b)The parties to the Receivables Purchase Agreement agree that the date of this Amendment shall be a “Calculation Date.”

(c)Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by deleting the definitions of Benchmark Cessation Changes, Benchmark Replacement Conforming Changes, Daily Simple SOFR, Early Opt-in Effective Date, Early Opt-in Election, LIBOR, London Banking Day, Term SOFR Notice, Term SOFR Transition Event Effective Date and Term SOFR Transition Event.

(d)Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

“Adjusted Term SOFR” means, with respect to any Calculation Period, the sum of Term SOFR with respect to such Calculation Period and 0.10%, provided, that if Adjusted Term SOFR as so determined is less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread

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adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Purchaser and the Sellers Agent giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for dollar-denominated syndicated credit facilities.

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period” means, with respect to any then-current Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date with respect to such Benchmark pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced such Benchmark for all

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purposes hereunder and under any Transaction Document in accordance with Clause 4.5 and (b) ending at the time that a Benchmark Replacement has replaced such Benchmark for all purposes hereunder and under any Transaction Document in accordance with Clause 4.5.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes tothe definition of “Base Rate”, the definition of “Business Day,” the definition of “Calculation Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, and other technical, administrative or operational matters) that the Purchaser decides, in consultation with the Sellers Agent, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Purchaser in a manner substantially consistent with market practice (or, if the Purchaser decides that adoption of any portion of such market practice is not administratively feasible or if the Purchaser determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Purchaser decides, in consultation with the Sellers Agent, is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Electronic Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record.

“Exclusion Effective Date” has the meaning set forth in Clause 17.9(b) of the Receivables Purchase Agreement.

“Excluded Seller” has the meaning set forth in Clause 17.9(b) of the Receivables Purchase Agreement.

“Restatement Date” means September 17, 2020.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Purchaser in its reasonable discretion).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets

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Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

(e)Clause 1.1 of the Existing Receivables Purchase Agreement is hereby amended by amending and restating the following definitions:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of a Calculation Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed pursuant to Clause 4.5(d).

“Benchmark” means the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Clause 4.5(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event for any then-current Benchmark, the sum of: (a) the alternate benchmark rate that has been selected by Purchaser and Sellers Agent as the replacement for such Benchmark giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve

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Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York, New York and, if the applicable Business Day relates to any determination of SOFR or Term SOFR or any calculations or notices by reference to SOFR, or Term SOFR, shall exclude Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Floor” means 0.00%.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Calculation Period on the day (such day, the “Periodic Term SOFR Determination Date”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Calculation Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Date the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Date for which such Term SOFR Reference Rate for such tenor was published by the Term

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SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Date; provided, further, that if the length of a Calculation Period is less than one month, the Term SOFR Reference Rate for a tenor of one month shall be applied.

(f)Clause 4.1 of the Existing Receivables Purchase Agreement is hereby amended and restated as follows:

4.1Adjustment: The Sellers, jointly and severally, shall pay to Purchaser, in respect of each Calculation Period, an adjustment (the “Purchase Price Adjustment”) to the Purchase Price to provide Purchaser an acceptable yield on its investment for having paid the Face Amount for the Acquired Eligible Receivables. The Purchase Price Adjustment shall be calculated in accordance with the following formula:

Purchase Price Adjustment = PAB * (ATS + M) * T/360

where:

PAB equals the Purchaser Amount Balance as of the first day of the Calculation Period;

ATS means Adjusted Term SOFR for such Calculation Period;

M refers to [***]; and

T equals the number of days in the applicable Calculation Period for which the Purchase Price Adjustment is calculated;

provided, that if any Substitute Funding Amount is advanced on any date which is after the Monthly Date that is the first day of a Calculation Period, then the Sellers shall also pay to the Purchaser as part of the Purchase Price Adjustment for such Calculation Period an amount equal to the product of (x) such Substitute Funding Amount, (y) (Adjusted Term SOFR + M) and (z) the number of days from and including the related advance date to but excluding the following Calculation Date divided by 360.

(g)Clause 4.5 of the Existing Receivables Purchase Agreement is hereby amended and restated as follows:

4.5 Benchmark Replacement Setting.

(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event, the Purchaser and the Sellers Agent may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Clause 4.5(a) will occur prior to the applicable Benchmark Transition Start Date.

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(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement (or the Term SOFR Reference Rate), the Purchaser will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.

(c) Notices; Standards for Decisions and Determinations. The Purchaser will promptly notify the Sellers Agent of the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement or Term SOFR. The Purchaser will promptly notify the Sellers Agent of the removal or reinstatement of any tenor of a Benchmark pursuant to Clause 4.5(d). Any determination, decision or election that may be made by the Purchaser pursuant to this Clause 4.5, including any determination with respect to a tenor, rate or adjustment or of theoccurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Clause 4.5.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Purchaser in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Purchaser may modify the definition of “Calculation Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or nonaligned tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Purchaser may modify the definition of “Calculation Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon Sellers Agent’s receipt of notice of the commencement of a Benchmark Unavailability Period, and during

-8-

such Benchmark Unavailability Period any setting with respect to the Benchmark and subsequent Benchmark settings shall be converted into Base Rate.

(f) The Purchaser does not warrant or accept any responsibility for, and shall not have any liability with respect to, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, or with respect to any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement), as it may or may not be adjusted pursuant to Clause 4.5, will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, such Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Purchaser and its Affiliates or other related entities may engage in transactions that affect the calculation of a Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto and such transactions may be adverse to the Sellers. The Purchaser may select information sources or services in its reasonable discretion to ascertain any Benchmark, any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Sellers or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

(h)Clause 6.3(d) of the Existing Receivables Purchase Agreement is hereby amended by adding the following sentence at the end thereof:

If any amount is deposited into the Collections Account other than cash collections from a Debtor on a Receivable, the Servicer shall within one week of receipt of such collections distribute such amount to the Sellers Agent, who shall pay the funds to the Seller or other WestRock Entity to whom such amount is due.

(i)Clause 10.3(c) of the Existing Receivables Purchase Agreement is hereby amended and restated as follows:

(c) the execution, delivery and performance referred to in Clause 10.3(b) do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets, or except as would not reasonably be expected to have a material adverse effect on the ability of the Guarantor to perform its obligations hereunder, any contractual restriction binding on it or any of its assets;

-9-

(j)Clause 16.1 of the Existing Receivables Purchase Agreement is hereby amended be deleting the notice addresses of the Sellers, Servicer, Sellers Agent and Guarantors and substituting, in lieu thereof, the following:

Each Seller	c/o Sellers Agent to the address below: 1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]
Servicer	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]
Sellers Agent	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]
Guarantors	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]	1000 Abernathy Road, Bldg. 400 Atlanta, GA 30328 [***]

(k)Clause 17.6 of the Existing Receivables Purchase Agreement is hereby amended and restated as follows:

17.6 Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement or any amendment hereto by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement or such amendment. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or any Transaction Document shall be deemed to include Electronic Signatures or the keeping

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of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Purchaser to accept Electronic Signatures in any form or format without its prior consent.

(l)Clause 17.7(b) of the Existing Receivable Purchase Agreement is amended by replacing the sole reference to “LIBOR” therein with “Adjusted Term SOFR”.

(m)Clause 17.9(b) is amended and restated as follows:

“(b) By Sellers. Neither this Agreement nor any of any Seller’s, the Sellers Agent’s, Servicer’s or any Guarantor’s rights, interests or obligations hereunder may be assigned or otherwise transferred, in whole or in part, by operation of law, change of control, or otherwise by any Seller, the Sellers Agent, Servicer or any Guarantor without the prior written consent of Purchaser, and any such purported assignment or transfer without such consent shall be void and of no effect; provided and notwithstanding anything to the contrary in this Agreement, that no such consent shall be required if a Seller’s rights and obligations hereunder are assumed by (x) the surviving entity as a result of (A) a merger or other combination between such Seller and another Seller or other Affiliate thereof or (B) the conversion of a Seller from one legal form or jurisdiction to another or (y) another Seller or Affiliate thereof pursuant to any other internal corporate reorganization, and in each case (i) the assumed obligations are covered in accordance with the terms of the Guarantee and (ii) the surviving Seller is organized under the laws of the United States, any state thereof or the District of Columbia. In addition, the Sellers Agent may designate any Seller as an “Excluded Seller” in connection with the voluntary dissolution or winding up of such Seller by written notice to the Purchaser, specifying the effective date of such designation (the “Exclusion Effective Date” for such Excluded Seller) if no Notification Event has occurred and is continuing or would occur as a result of such designation. The representations, covenants and provisions of this Agreement applicable to a Seller shall no longer be applicable to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller, provided that, for purposes of the Guarantee and the definition of Guaranteed Obligations, all of such Excluded Seller’s then existing obligations and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables, if any, that were sold pursuant hereto prior to the Exclusion Effective Date, shall survive such dissolution or winding up. The parties hereto shall work together in good faith to effectuate any actions as may be appropriate in connection with any transaction described in the foregoing sentence.”

(n)A new Clause 17.16 is added to the Existing Receivable Purchase Agreement:

“17.16 Confidentiality. The Purchaser agrees to maintain the confidentiality of all information provided by or on behalf of the Sellers, Sellers Agent, Servicer and the Guarantors (the “Information”), except that Information may be disclosed (a) to its

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Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives who shall maintain the confidential nature of such Information, (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the Purchaser shall promptly notify the Sellers Agent in advance to the extent lawfully permitted to do so and practicable), (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, or any action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this clause, to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement, (g) to (i) any credit risk protection provider or actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating the Sellers or (ii) any third-party service provider that (x) provides audit, regulatory, risk management or market data collecting services to the Purchaser or (y) provides services to the Purchaser in connection with the administration of this Agreement (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (h) with the consent of Sellers Agent or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Clause or (y) becomes available to the Purchaser and its Affiliates on a nonconfidential basis from a source other than the Sellers, Sellers Agent, Servicer or Guarantors that is not subject to a confidentiality obligation to any Guarantor or Seller or to Sellers Agent or Servicer with respect to such Information. Any Person required to maintain the confidentiality of Information as provided in this Clause shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.”

(o)Schedule 3, Part 1 to the Existing Receivables Purchase Agreement is amended and restated as set forth on Schedule 3, Part 1 to this Amendment.

SECTION 2.Effectiveness. The amendments set forth in Section 1 above shall become effective as of the date (the “Effective Date”) when the Purchaser shall have received (a) counterpart signature pages executed by each of the parties to (i) this Amendment and (ii) the Amendment Fee Letter dated the date hereof (the “Amendment Fee Letter”) between the Purchaser and the Sellers Agent and (b) the Amendment Upfront Fee set forth in the Amendment Fee Letter.

SECTION 3.Representations and Warranties. Each of the Sellers, the Sellers Agent and the Servicer hereby represents and warrants to the Purchaser and that, on and as of the date hereof:

(a)this Amendment has been duly executed and delivered by it, and this Amendment and the Existing Receivables Purchase Agreement as amended hereby constitute its legal, valid and binding obligations, enforceable against it in accordance with their respective terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally

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and by general equitable principles (whether enforcement is sought by proceedings in equity or at law); and

(b)its representations and warranties contained in the Receivables Purchase Agreement or in the other Transaction Documents to which it is a party are true and correct in all material respects as of the date hereof, with the same effect as though made on such date (after giving effect to this Amendment), except to the extent such representations or warranties expressly relate only to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date).

SECTION 4.Miscellaneous.

(a)This Amendment may be amended, modified, terminated or waived only as provided in Clause 17.4 of the Receivables Purchase Agreement.

(b)Except as expressly modified as contemplated hereby, the Receivables Purchase Agreement is hereby confirmed to be in full force and effect in accordance with its terms and is hereby ratified and confirmed. This Amendment is intended by the parties to constitute an amendment and modification to, and otherwise to constitute a continuation of, the Receivables Purchase Agreement, and is not intended by any party and shall not be construed to constitute a novation thereof or of any obligation of any party thereunder. This Amendment shall constitute a Transaction Document.

(c)This Amendment shall be binding upon, inure to the benefit of and be enforceable by, the parties hereto and their respective permitted successors and assigns under the Receivables Purchase Agreement.

(d)This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic delivery of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.

(e)Each party intends not to violate any public policy, statutory or common law, rule, regulation, treaty or decision of any government agency or executive body thereof of any country or community or association of countries. If any provision of this Amendment becomes illegal, invalid or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and shall remain in full force and effect, and the parties shall replace such illegal, invalid or unenforceable term or provision with a new term or provision permitted by law and having an economic effect as close as possible to the invalid, illegal or unenforceable term or provision. The holding of a term or provision to be invalid, illegal or unenforceable in a jurisdiction shall not have any effect on the application of the term or provision in any other jurisdiction.

(f)THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

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(g)Each party hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this Amendment and for any counterclaim therein.

[Signature pages follow]

-14-

IN WITNESS WHEREOF, the parties hereto, by their duly authorized signatories, have executed and delivered this Amendment as of the date first above written.

For and on behalf of COÖPERATIEVE RABOBANK U.A., NEW YORK BRANCH, Purchaser

By: /s/ Robyn Carmel

Name: Robyn Carmel

Title: Exec. Director

By: /s/ Christopher Lew

Name: Christopher Lew

Title: Managing Director

[Signature Page to Third Amendment to Amended and Restated Receivables Purchase Agreement]

For and on behalf of WESTROCK CP, LLC, WESTROCK - SOLVAY, LLC, WESTROCK COMPANY OF TEXAS, WESTROCK MILL COMPANY, LLC, WESTROCK CALIFORNIA, LLC, WESTROCK MINNESOTA CORPORATION, WESTROCK - SOUTHERN CONTAINER, LLC, WESTROCK PACKAGING SYSTEMS, LLC, WESTROCK PACKAGING, INC., WESTROCK - GRAPHICS, INC., WESTROCK BOX ON DEMAND, LLC, WESTROCK KRAFT PAPER, LLC, WESTROCK CONSUMER PACKAGING GROUP, LLC, WESTROCK MWV, LLC, WESTROCK USC, INC., WESTROCK PAPER AND PACKAGING, LLC, WESTROCK LONGVIEW, LLC, WESTROCK CHARLESTON KRAFT, LLC, WESTROCK CONTAINER, LLC, each as a Seller

WESTROCK CONVERTING, LLC, as a Seller, Sellers Agent and Servicer

WESTROCK RKT, LLC, as Guarantor

By: /s/ Benjamin Haislip

Name: Benjamin Haislip

Title: Treasurer

For and on the behalf of WESTROCK COMPANY, Guarantor

By: /s/ Benjamin Haislip

Name: Benjamin Haislip

Title: Assistant Treasurer

3-1

EX-21

EXHIBIT 21

WESTROCK COMPANY

SIGNIFICANT SUBSIDIARIES OF WESTROCK COMPANY

as of September 30, 2022

Name	State or Jurisdiction of Incorporation
WRKCo Inc	Delaware, USA
WestRock RKT, LLC	Georgia, USA
WestRock MWV, LLC	Delaware, USA
WestRock CP, LLC	Delaware, USA
WestRock Coated Board, LLC	Delaware, USA
WestRock Converting, LLC	Georgia, USA
WRK International Holdings S.a.r.l.	Luxembourg
WestRockTimber Note Holding Company III	Delaware, USA
WestRock Kraft Paper, LLC	Delaware, USA
WestRock Paper and Packaging, LLC	Delaware, USA
WestRock Luxembourg S.a.r.l.	Luxembourg
Multi Packaging Solutions Global Holdings Ltd	Nottingham, UK

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-8 No. 333-228257) pertaining to the registration of common stock issuable under the MeadWestvaco Corporation 2005 Performance Incentive Plan, as Amended and Restated, the Rock-Tenn Company Amended and Restated 2004 Incentive Stock Plan, the Rock-Tenn Company (SSCC) Equity Incentive Plan, the WestRock Company Amended and Restated 2016 Incentive Stock Plan, the Multi Packaging Solutions International Limited 2015 Incentive Award Plan, the WestRock Company Employee Stock Purchase Plan, the KapStone Paper and Packaging 2016 Incentive Plan, the KapStone Paper and Packaging 2014 Incentive Plan, and the KapStone Paper and Packaging Amended and Restated 2006 Incentive Plan,

(2)Registration Statement (Form S-8 No. 333-252597) pertaining to the WestRock Company 2020 Incentive Stock Plan,

(3)Registration Statement (Form S-3ASR No. 333-262524) pertaining to the automatic shelf registration of debt securities of WRKCO Inc. (and guarantees thereof) and the automatic shelf registration of common stock, preferred stock, warrants, depositary shares, rights and units of WestRock Company (and guarantees thereof)

(4)Registration Statement (Form S-8 No. 333-262525) pertaining to the WestRock Company 2020 Incentive Stock Plan

of our reports dated November 18, 2022, with respect to the consolidated financial statements of WestRock Company and the effectiveness of internal control over financial reporting of WestRock Company included in this Annual Report (Form 10-K) of WestRock Company for the year ended September 30, 2022.

/s/ Ernst & Young LLP

Atlanta, Georgia

November 18, 2022

EX-31.1

Exhibit 31.1

CERTIFICATION ACCOMPANYING PERIODIC REPORT

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, David B. Sewell, Chief Executive Officer and President, certify that:

1.I have reviewed this Annual Report on Form 10-K of WestRock Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 18, 2022	/s/ David B. Sewell
		David B. Sewell
		Chief Executive Officer and President

A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302, has been provided to WestRock Company and will be retained by WestRock Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-31.2

Exhibit 31.2

CERTIFICATION ACCOMPANYING PERIODIC REPORT

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Alexander W. Pease, Executive Vice President and Chief Financial Officer, certify that:

1.I have reviewed this Annual Report on Form 10-K of WestRock Company;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	November 18, 2022	/s/ Alexander W. Pease
		Alexander W. Pease
		Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 302, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 302, has been provided to WestRock Company and will be retained by WestRock Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of WestRock Company (the “ Corporation ”), for the year ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “ Report ”), the undersigned, David B. Sewell, Chief Executive Officer and President of the Corporation, and Alexander W. Pease, Executive Vice President and Chief Financial Officer of the Corporation, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

/s/ David B. Sewell

David B. Sewell

Chief Executive Officer and President

November 18, 2022

/s/ Alexander W. Pease

Alexander W. Pease

Executive Vice President and Chief Financial Officer

November 18, 2022

XML

Document and Entity Information - USD ($)
$ in Millions

12 Months Ended

Sep. 30, 2022

Nov. 04, 2022

Mar. 31, 2022

Cover [Abstract]

Document Type

10-K

Amendment Flag

false

Document Period End Date

Sep. 30, 2022

Document Fiscal Year Focus

2022

Document Fiscal Period Focus

FY

Entity Registrant Name

WESTROCK COMPANY

Entity Central Index Key

0001732845

Entity Current Reporting Status

Yes

Entity Voluntary Filers

No

Title of 12(b) Security

Common Stock, par value $0.01 per share

Entity Incorporation, State or Country Code

DE

Security Exchange Name

NYSE

Entity Interactive Data Current

Yes

Current Fiscal Year End Date

--09-30

Entity Filer Category

Large Accelerated Filer

Entity Well-known Seasoned Issuer

Yes

Entity Public Float

$ 12,163

Entity Common Stock, Shares Outstanding

254,463,987

ICFR Auditor Attestation Flag

true

Entity Shell Company

false

Entity Small Business

false

Entity Emerging Growth Company

false

Trading Symbol

WRK

Entity File Number

001-38736

Entity Tax Identification Number

37-1880617

Entity Address, Address Line One

1000 Abernathy Road NE

Entity Address, City or Town

Atlanta

Entity Address, State or Province

GA

Entity Address, Postal Zip Code

30328

City Area Code

770

Local Phone Number

448-2193

Document Annual Report

true

Document Transition Report

false

Documents Incorporated by Reference

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 27, 2023 are incorporated by reference in Part III.

Auditor Firm ID

42

Auditor Location

Atlanta, Georgia

Auditor Name

Ernst & Young LLP

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Net sales	$ 21,256.5	$ 18,746.1	$ 17,578.8
Cost of goods sold	17,235.8	15,315.8	14,381.6
Gross profit	4,020.7	3,430.3	3,197.2
Selling, general and administrative excluding intangible amortization	1,932.6	1,759.3	1,624.4
Selling, general and administrative intangible amortization	350.4	357.1	400.5
(Gain) loss on disposal of assets	(16.9)	4.1	(16.3)
Multiemployer pension withdrawal expense (income)	0.2	(2.9)	(1.1)
Mineral rights impairment	26.0
Restructuring and other costs	401.6	31.5	112.7
Goodwill impairment			1,333.2
Operating profit (loss)	1,326.8	1,281.2	(256.2)
Interest expense, net	(318.8)	(372.3)	(393.5)
Loss on extinguishment of debt	(8.5)	(9.7)	(1.5)
Pension and other postretirement non-service income	157.4	134.9	103.3
Other (expense) income, net	(11.0)	10.9	9.5
Equity in income of unconsolidated entities	72.9	40.9	15.8
Income (loss) before income taxes	1,218.8	1,085.9	(522.6)
Income tax expense	(269.6)	(243.4)	(163.5)
Consolidated net income (loss)	949.2	842.5	(686.1)
Less: Net income attributable to noncontrolling interests	(4.6)	(4.2)	(4.8)
Net income (loss) attributable to common stockholders	$ 944.6	$ 838.3	$ (690.9)
Basic earnings (loss) per share attributable to common stockholders	$ 3.64	$ 3.16	$ (2.67)
Diluted earnings (loss) per share attributable to common stockholders	$ 3.61	$ 3.13	$ (2.67)

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Statement of Comprehensive Income [Abstract]
Consolidated net income (loss)	$ 949.2	$ 842.5	$ (686.1)
Other comprehensive (loss) income, net of tax:
Foreign currency translation (loss) gain	(241.5)	124.3	(215.0)
Derivatives:
Deferred loss on cash flow hedges	(10.3)	(0.1)	(10.0)
Reclassification adjustment of net loss on cash flow hedges included in earnings	1.4	5.5	3.6
Defined benefit pension and other postretirement benefit plans:
Net actuarial (loss) gain arising during period	(216.3)	165.6	24.2
Amortization and settlement recognition of net actuarial loss, included in pension and postretirement cost	6.4	25.5	35.4
Prior service cost arising during period	(0.2)	(4.2)	(19.6)
Amortization and curtailment recognition of prior service cost, included in pension and postretirement cost	6.1	4.5	3.8
Other comprehensive (loss) income, net of tax	(454.4)	321.1	(177.6)
Comprehensive income (loss)	494.8	1,163.6	(863.7)
Less: Comprehensive income attributable to noncontrolling interests	(5.4)	(4.5)	(4.5)
Comprehensive income (loss) attributable to common stockholders	$ 489.4	$ 1,159.1	$ (868.2)

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions		Sep. 30, 2022	Sep. 30, 2021
Current assets:
Cash and cash equivalents		$ 260.2	$ 290.9
Accounts receivable (net of allowances of $66.3 and $68.1)		2,683.9	2,586.9
Inventories		2,317.1	2,173.3
Other current assets		689.8	597.6
Assets held for sale		34.4	10.9
Total current assets		5,985.4	5,659.6
Property, plant and equipment, net		10,081.4	10,570.1
Goodwill		5,895.2	5,959.2
Intangibles, net		2,920.6	3,318.8
Restricted assets held by special purpose entities		1,253.0	1,260.5
Prepaid pension asset		440.3	674.3
Other assets		1,829.6	1,811.8
Total assets		28,405.5	29,254.3
Current liabilities:
Current portion of debt		212.2	168.8
Accounts payable		2,252.1	2,123.7
Accrued compensation and benefits		627.9	656.8
Other current liabilities		810.6	694.8
Total current liabilities		3,902.8	3,644.1
Long-term debt due after one year		7,575.0	8,025.3
Pension liabilities, net of current portion		189.4	254.7
Postretirement benefit liabilities, net of current portion		105.4	133.7
Non-recourse liabilities held by special purpose entities		1,117.8	1,127.3
Deferred income taxes		2,761.9	2,944.4
Other long-term liabilities		1,328.0	1,433.1
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests		5.5	1.7
Equity:
Preferred stock, $0.01 par value; 30.0 million shares authorized; no shares outstanding		0.0	0.0
Common stock, $0.01 par value; 600.0 million shares authorized; 254.4 million and 265.0 million shares outstanding at September 30, 2022 and September 30, 2021, respectively		2.5	2.7
Capital in excess of par value		10,639.4	11,058.8
Retained earnings		2,214.4	1,607.9
Accumulated other comprehensive loss	[1]	(1,454.3)	(999.1)
Total Stockholders equity		11,402.0	11,670.3
Noncontrolling interests		17.7	19.7
Total equity		11,419.7	11,690.0
Total liabilities and equity		$ 28,405.5	$ 29,254.3

[1] All amounts are net of tax and noncontrolling interest.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Statement of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 66.3	$ 68.1
Preferred Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Preferred Stock, Shares Authorized	30,000,000.0	30,000,000.0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.01	$ 0.01
Common Stock, Shares Authorized	600,000,000.0	600,000,000.0
Common Stock, Shares, Outstanding	254,400,000	265,000,000.0

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Millions		Total		Common Stock [Member]		Capital in Excess of Par Value [Member]		Retained Earnings [Member]		Retained Earnings [Member] Adoption of Accounting Standards [Member]	Accumulated Other Comprehensive Loss [Member]	Noncontrolling Interests [Member]
Beginning balance at Sep. 30, 2019				257,800,000
Beginning balance at Sep. 30, 2019				$ 2.6		$ 10,739.4		$ 1,997.1			$ (1,069.2)	$ 14.3	[1]
Issuance of common stock, net of stock received for tax withholdings				2,600,000
Issuance of common stock, net of stock received for tax withholdings						46.6
Compensation expense under share-based plans						130.3
Adoption of accounting standards	[2]									$ 73.5
Net income (loss) attributable to common stockholders								(690.9)
Dividends declared (per share - $1.00, $0.88 and $1.33)	[3]							(348.1)
Purchases of common stock		0
Adoption of ASU 2018-12 reclassification of stranded tax effects resulting from Tax Reform											(73.4)
Other comprehensive (loss) income, net of tax		$ (177.3)									(177.3)
Net (loss) income		(4.8)										2.7	[1]
Distributions and adjustments to noncontrolling interests	[1]											(0.1)
Ending balance at Sep. 30, 2020				260,400,000
Ending balance at Sep. 30, 2020		10,647.5		$ 2.6		10,916.3		1,031.6			(1,319.9)	16.9	[1]
Total Stockholders’ equity at Sep. 30, 2020		$ 10,630.6
Issuance of common stock, net of stock received for tax withholdings				7,100,000
Issuance of common stock, net of stock received for tax withholdings				$ 0.1		158.8		(0.5)
Compensation expense under share-based plans						88.5
Adoption of accounting standards	[2]									$ (3.8)
Net income (loss) attributable to common stockholders								838.3
Dividends declared (per share - $1.00, $0.88 and $1.33)	[3]							(236.3)
Purchases of common stock		(2,500,000)		(2,500,000)	[4]
Purchases of common stock		$ (125.1)				(103.7)	[4]	(21.4)	[4]
Other						(1.1)
Other comprehensive (loss) income, net of tax		320.8	[5]								320.8
Net (loss) income		$ (4.2)										1.7	[1]
Distributions and adjustments to noncontrolling interests	[1]											1.1
Ending balance at Sep. 30, 2021		265,000,000.0		265,000,000.0
Ending balance at Sep. 30, 2021		$ 11,690.0		$ 2.7		11,058.8		1,607.9			(999.1)	19.7	[1]
Total Stockholders’ equity at Sep. 30, 2021		$ 11,670.3
Issuance of common stock, net of stock received for tax withholdings				2,000,000.0
Issuance of common stock, net of stock received for tax withholdings						11.9		(2.1)
Compensation expense under share-based plans						93.4
Net income (loss) attributable to common stockholders								944.6
Dividends declared (per share - $1.00, $0.88 and $1.33)	[3]							(263.0)
Purchases of common stock		(12,600,000)		(12,600,000)	[4]
Purchases of common stock		$ (597.5)		$ (0.2)	[4]	(524.3)	[4]	(73.0)	[4]
Other						(0.4)
Other comprehensive (loss) income, net of tax		(455.2)	[5]								(455.2)
Net (loss) income		$ (4.6)										(1.5)	[1]
Distributions and adjustments to noncontrolling interests	[1]											(0.5)
Ending balance at Sep. 30, 2022		254,400,000		254,400,000
Ending balance at Sep. 30, 2022		$ 11,419.7		$ 2.5		$ 10,639.4		$ 2,214.4			$ (1,454.3)	$ 17.7	[1]
Total Stockholders’ equity at Sep. 30, 2022		$ 11,402.0

[1] Excludes amounts related to contingently redeemable noncontrolling interests, which are separately classified outside of permanent equity in the consolidated balance sheets.

[2] For fiscal 2021, the amount relates to the adoption of ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments”. For fiscal 2020, the amount primarily relates to the adoption of ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”.

[3] Includes cash dividends paid and dividend equivalent units on certain restricted stock units and restricted stock.

[4] In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an aggregate cost of $597.5 million. In fiscal 2021, we repurchased approximately 2.5 million shares of our Common Stock for an aggregate cost of $125.1 million (a portion of which settled after September 30, 2021).

[5] All amounts are net of tax and noncontrolling interest.

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Cash dividends paid per share	$ 1.00	$ 0.88	$ 1.33
Purchases of common stock	12,600,000	2,500,000	0
Aggregate cost for purchase of common stock	$ 597.5	$ 125.1
Common Stock [Member]
Purchases of common stock	12,600,000	2,500,000
Aggregate cost for purchase of common stock	$ 597.5	$ 125.1

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Operating activities:
Consolidated net income (loss)	$ 949.2	$ 842.5	$ (686.1)
Adjustments to reconcile consolidated net income (loss) to net cash provided by operating activities:
Depreciation, depletion and amortization	1,488.6	1,460.0	1,487.0
Cost of real estate sold			16.1
Deferred income tax (benefit) expense	(98.2)	(38.3)	43.0
Share-based compensation expense	93.3	88.6	130.3
401(k) match and company contribution in common stock	2.5	136.1	20.8
Pension and other postretirement funding more than expense (income)	(135.6)	(111.5)	(80.1)
Cash surrender value increase in excess of premiums paid	(2.0)	(49.4)	(25.2)
Equity in income of unconsolidated entities	(72.9)	(40.9)	(15.8)
Gain on sale of sawmill		(16.5)
Gain on sale of investment		(16.0)
Goodwill impairment			1,333.2
Other impairment adjustments	325.5	34.6	25.8
Mineral rights impairment	26.0
(Gain) loss on disposal of plant, equipment and other, net	(17.5)	3.7	(13.2)
Other	(2.5)	11.7	0.6
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(161.5)	(428.9)	30.5
Inventories	(310.4)	(200.0)	21.8
Other assets	79.1	(379.6)	(202.4)
Accounts payable	79.5	430.3	(86.4)
Income taxes	16.9	0.7	(27.6)
Accrued liabilities and other	(239.6)	552.8	98.4
Net cash provided by operating activities	2,020.4	2,279.9	2,070.7
Investing activities:
Capital expenditures	(862.6)	(815.5)	(978.1)
Cash paid for purchase of businesses, net of cash acquired	(7.0)
Proceeds from corporate owned life insurance	60.8	44.9	16.9
Proceeds from sale of sawmill		58.5
Proceeds from sale of investment		29.5
Proceeds from sale of property, plant and equipment	28.2	6.3	35.0
Proceeds from property, plant and equipment insurance settlement	1.7	3.2	6.5
Other	2.9	(2.9)	(1.8)
Net cash used for investing activities	(776.0)	(676.0)	(921.5)
Financing activities:
Proceeds from issuance of notes			598.6
Additions to revolving credit facilities	377.4	435.0	428.0
Repayments of revolving credit facilities	(373.3)	(415.0)	(528.2)
Additions to debt	503.2	259.9	696.4
Repayments of debt	(991.5)	(1,544.3)	(1,449.2)
Changes in commercial paper, net			(339.2)
Other debt additions (repayments), net	31.5	23.1	(80.3)
Issuances of common stock, net of related tax withholdings	5.0	18.2	22.2
Purchases of common stock	(600.0)	(122.4)
Cash dividends paid to stockholders	(259.5)	(233.8)	(344.5)
Other	25.9	(1.1)	(24.9)
Net cash used for financing activities	(1,281.3)	(1,580.4)	(1,021.1)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	6.2	16.3	(28.6)
(Decrease) increase in cash, cash equivalents and restricted cash	(30.7)	39.8	99.5
Cash, cash equivalents and restricted cash at beginning of period	290.9	251.1	151.6
Cash, cash equivalents and restricted cash at end of period	$ 260.2	$ 290.9	$ 251.1

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Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2022

Description Of Business And Summary Of Significant Accounting Policies [Abstract]

Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of Business

Unless the context otherwise requires, “we”, “us”, “our”, “WestRock” and “the Company” refer to the business of WestRock Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging solutions that help our customers win in the marketplace. Our team members support customers around the world from our operating and business locations in North America, South America, Europe, Asia and Australia.

Basis of Presentation and Principles of Consolidation

The preparation of financial statements in accordance with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results may differ from these estimates.

The consolidated financial statements include the accounts of WestRock and our partially owned subsidiaries for which we have a controlling financial interest, including variable interest entities for which we are the primary beneficiary.

Equity investments in which we exercise significant influence but do not control and are not the primary beneficiary are accounted for using the equity method. Investments without a readily determinable value in which we are not able to exercise significant influence over the investee are accounted under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). Our investments accounted for under the equity method or the measurement alternative method are not material either individually or in the aggregate. We have eliminated all significant intercompany accounts and transactions. See “Note 7. Segment Information” for our equity method investments.

Reclassifications and Adjustments

Effective October 1, 2021, we reorganized our segment reporting to four reportable segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. Prior period amounts have been recast throughout the Notes to Consolidated Financial Statements, as applicable, to conform to the new segment structure. These changes did not impact our consolidated financial statements. See “Note 7 Segment Information” for additional information.

Certain amounts in prior periods have been reclassified to conform with the current year presentation.

COVID Pandemic

The global impact of the COVID has affected our operational and financial performance to varying degrees. The extent of the effects of future public health crises, including a resurgence of COVID, or related containment measures and government responses are highly uncertain and cannot be predicted. Our net sales, primarily in the last half of fiscal 2020, were negatively impacted by COVID, and we have experienced and are currently experiencing higher supply chain costs and tight labor markets in part due to the impacts of COVID.

Ransomware Incident

As previously disclosed, on January 23, 2021 we detected a ransomware incident impacting certain of our systems. Promptly upon our detection of this incident, we initiated response and containment protocols and our security teams, supplemented by leading cyber defense firms, worked to remediate this incident. These actions included taking preventative measures, including shutting down certain systems out of an abundance of caution, as

well as taking steps to supplement existing security monitoring, scanning and protective measures. We notified law enforcement and contacted our customers to apprise them of the situation.

We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. Our teams worked to maintain our business operations and minimize the impact on our customers and team members. In our Form 10-Q for the second quarter of fiscal 2021, we announced that all systems were back in service. All of our mills and converting locations began producing and shipping paper and packaging at pre-ransomware levels in March 2021 or earlier. Our mill system production was approximately 115,000 tons lower than planned for the quarter ended March 31, 2021 as a result of this incident. While shipments from some of our facilities initially lagged behind production levels, this gap closed as systems were restored during the second quarter of fiscal 2021. In locations where technology issues were identified, we used alternative methods, in many cases manual methods, to process and ship orders. We systematically brought our information systems back online in a controlled, phased approach.

We estimated the pre-tax income impact of the lost sales and operational disruption of this incident on our operations in the second quarter of fiscal 2021 was approximately $50 million, as well as approximately $20 million of ransomware recovery costs, primarily professional fees. In addition, we incurred approximately $9 million of ransomware recovery costs in the third quarter of fiscal 2021. In the fourth quarter of fiscal 2021, we recorded a $15 million credit for preliminary recoveries – approximately $10 million as a reduction of SG&A excluding intangible amortization and approximately $5 million as a reduction of Cost of goods sold. In fiscal 2022, we recorded a $57.2 million credit for ransomware insurance recoveries. We recorded $50.6 million of business interruption recoveries as a reduction of Cost of goods sold and $6.6 million of direct cost recoveries as a reduction of SG&A excluding intangible amortization. We present ransomware recoveries received as Net cash provided by operating activities in our consolidated statements of cash flows. While we expect to recover substantially all of the remaining ransomware losses from cyber and business interruption insurance from various carriers in future periods, the recovery process proceeds from carrier to carrier up the coverage layers after the preceding layer is resolved, which lends itself to a lengthy process. Additionally, discussions and/or disputes over the extent of insurance coverage for claims are not uncommon and generally take time to be resolved.

In order to contain and remediate the cybersecurity incident, we engaged a leading cybersecurity defense firm to complete a forensics investigation and performed short-term mitigation actions in the latter half of 2021. Mitigations performed included the execution of a company-wide password reset and the deployment of security tooling across all our servers and workstations. Additionally, to address longer term security objectives, we developed a multi-year security and resiliency roadmap, aimed to strengthen the company’s ability to detect, respond, and recover from security incidents. This roadmap included initiatives to bolster our information security posture across the enterprise, and to deploy technology and process improvements to allow for faster and more effective incident response and recovery. More specifically, key areas of focus for the resiliency roadmap included: strengthening security monitoring controls, improving security at our operating locations, automating identity and access management, expanding third-party security, modernizing the network and file and print infrastructure, and updating backup capabilities.

In fiscal 2022, we realized incremental progress against our resiliency objectives. We improved our mean-time-to-resolve security incidents, deployed endpoint detection and response technology across all of our workstation and server population, transitioned all of our local drives to cloud-based storage, and progressed against key goals to modernize the security and infrastructure of our operating locations. In fiscal 2023, we expect to continue our resiliency roadmap efforts. Quarterly progress, as well as key risks and issues, are reported to the Audit Committee for oversight and monitoring.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates, and the differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The global impact of the COVID pandemic may also affect our accounting estimates, which may materially change from period to period due to changing market factors. We regularly evaluate these significant factors and make adjustments where facts and circumstances dictate.

Revenue Recognition

We generally recognize revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the goods, which coincide with the transfer of control of our goods to the customer. Additionally, we manufacture certain customized products that have no alternative use to us (since they are made to specific customer specifications), and we believe that for certain customers we have a legally enforceable right to payment for performance completed to date on these products, including a reasonable profit. For products that meet these two criteria, we recognize revenue “over time”. This results in revenue recognition prior to the date of shipment or title transfer for these products and results in the recognition of a contract asset (unbilled receivables) with a corresponding reduction in finished goods inventory on our balance sheet.

We net provisions for discounts, returns, allowances, customer rebates and other adjustments against our gross sales. Such adjustments are based on historical experience which is consistent with the most likely method as provided in ASC 606 “Revenue from Contracts with Customers” (“ASC 606”).

As permitted by ASC 606, we have elected to treat costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. We do not record interest income when the difference in timing of control transfer and customer payment is one year or less. We also account for sales and other taxes that are imposed on and concurrent with individual revenue-producing transactions between a customer and us on a net basis which excludes the taxes from our net sales.

Shipping and Handling Costs

We classify shipping and handling costs, such as freight to our customers’ destinations, as a component of cost of goods sold. When shipping and handling costs are included in the sales price charged for our products, they are recognized in net sales since we treat shipping and handling as fulfilment activities.

Cash Equivalents

We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. The carrying amounts of our cash and cash equivalents approximate fair market values. We place our cash and cash equivalents primarily with large credit worthy banks, which limits the amount of our credit exposure.

Accounts Receivable and Allowances

We derive our accounts receivable from revenue earned from customers located primarily in North America, South America, Europe, Asia and Australia. Given our diverse customer base, we have limited exposure to credit loss from any particular customer or industry segment, and hence we generally do not require collateral. We perform an evaluation of lifetime expected credit losses inherent in our accounts receivable at each balance sheet date. Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions, and judgment about the future financial health of our customers and industry sector. The average of our receivables collection is within 30 to 60 days. We are a party to accounts receivable sales agreements to sell to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 12. Fair Value — Accounts Receivable Sales Agreements”.

We state accounts receivable at the amount owed by the customer, net of an allowance for estimated credit impairment losses, returns and allowances, cash discounts and other adjustments. We do not discount accounts receivable because we generally collect accounts receivable over a relatively short time. We charge off receivables when they are determined to be no longer collectible. We recorded bad debt expense of $4.6 million and $19.9 million in fiscal 2022 and 2020, respectively, and a credit of $9.4 million in fiscal 2021.

The following table represents a summary of the changes in the reserve for allowance for doubtful accounts, returns and allowances and cash discounts for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	68.1		$	66.3		$	53.2
Reduction in sales and charges to costs and expenses		261.9			236.5			270.8
Deductions		(263.7	)		(234.7	)		(257.7	)
Balance at end of fiscal year	$	66.3		$	68.1		$	66.3

Inventories

We value our U.S. inventories at the lower of cost or market, with cost for the majority of our U.S. inventories determined on the last-in first-out (“LIFO”) basis. We value all other inventories at the lower of cost and net realizable value, with cost determined using methods that approximate cost computed on a first-in first-out inventory valuation method (“FIFO”) basis. These other inventories are primarily foreign inventories, distribution business inventories, spare parts inventories and certain inventoried supplies and aggregate to approximately 35% and 36% of FIFO cost of all inventory at September 30, 2022 and 2021, respectively. See “Note 9. Inventories” for additional information.

Prior to the application of the LIFO method, our U.S. operating divisions use a variety of methods to estimate the FIFO cost of their finished goods inventories. Such methods include standard costs, or average costs computed by dividing the actual cost of goods manufactured by the tons produced and multiplying this amount by the tons of inventory on hand. Lastly, certain operations calculate a ratio, on a plant-by-plant basis, the numerator of which is the cost of goods sold and the denominator is net sales. This ratio is applied to the estimated sales value of the finished goods inventory. Variances and other unusual items are analyzed to determine whether it is appropriate to include those items in the value of inventory. Examples of variances and unusual items that are considered to be current period charges include, but are not limited to, production levels, freight, handling costs, and wasted materials (spoilage) that are determined to be abnormal. Costs include raw materials and supplies, direct labor, indirect labor related to the manufacturing process and depreciation and other factory overheads. Our inventoried spare parts are measured at average cost.

Leased Assets

We adopted the provisions of ASC 842, “Leases” on October 1, 2019 using the modified retrospective approach and, as a result, did not restate prior periods. We elected the package of three practical expedients permitted within the standard pursuant to which we did not reassess initial direct costs, lease classification or whether our contracts contain or are leases. We lease various real estate, including certain operating facilities, warehouses, office space and land. We also lease material handling equipment, vehicles and certain other equipment. We record our operating lease ROU assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. While some leases provide for variable payments, they are not included in the ROU assets and liabilities because they are not based on an index or rate. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and

risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a monthly basis for measurement of new lease liabilities.

We have made an accounting policy election to not recognize an ROU asset and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that we are reasonably certain to exercise. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases. See “Note 14. Leases” for additional information.

Property, Plant and Equipment

We record property, plant and equipment at cost less accumulated depreciation. Cost includes major expenditures for improvements and replacements that extend useful lives, increase capacity, increase revenues or reduce costs, while normal maintenance and repairs are expensed as incurred. For financial reporting purposes, we provide depreciation and amortization primarily on a straight-line method generally over the estimated useful lives of the assets as follows:

Buildings and building improvements	15-40 years
Machinery and equipment	3-25 years
Transportation equipment	3-8 years

Generally, our machinery and equipment have estimated useful lives between 3 and 25 years; however, select portions of machinery and equipment primarily at our mills have estimated useful lives up to 44 years. Greater than 90% of the cost of our mill assets have useful lives of 25 years or less. Leasehold improvements are depreciated over the shorter of the asset life or the lease term, generally between 3 and 10 years.

Goodwill and Long-Lived Assets

In accordance with ASC 350, we review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value. We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. We determine recoverability by comparing the estimated fair value of the reporting unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit. We determine the fair value of each reporting unit using the discounted cash flow method or, as appropriate, a combination of the discounted cash flow method and the guideline public company method.

ASC 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine whether it is “more likely than not” that the fair value of a reporting unit exceeds its carrying amount. We generally do not attempt a qualitative assessment and move directly to the quantitative test. As part of the quantitative test, we utilize the present value of expected cash flows or, as appropriate, a combination of the present value of expected cash flows and the guideline public company method to determine the estimated fair value of our reporting units. This present value model requires management to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. Factors that management must estimate when performing this step in the process include, among other items, sales volume, prices, inflation, discount rates, exchange rates, tax rates, anticipated synergies and productivity improvements resulting from past acquisitions, capital expenditures and continuous improvement projects. The assumptions we use to estimate future cash flows are consistent with

the assumptions that the reporting units use for internal planning purposes, which we believe would be generally consistent with that of a market participant. Under the guideline public company method, we estimate the fair value of the reporting unit based on published EBITDA multiples of comparable public companies with similar operations and economic characteristics. The fair values determined by the discounted cash flow and guideline public company methods are weighted to arrive at the concluded fair value of the reporting unit. However, in instances where comparisons to our peers is less meaningful, no weight is placed on the guideline public company method to arrive at the concluded fair value of the reporting unit. If we determine that the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds its estimated fair value, we measure the goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value as required under ASU 2017-04 “Simplifying the Test for Goodwill Impairment”, which we early adopted starting with our fiscal 2020 annual goodwill impairment test on July 1, 2020.

During the fourth quarter of fiscal 2022, we completed our annual goodwill impairment testing. We considered factors such as, but not limited to, our expectations for the short-term and long-term impacts of COVID, macroeconomic conditions, industry and market considerations, and financial performance, including planned revenue, earnings and capital investments of each reporting unit. The discount rate used for each reporting unit ranged from 9.5% to 13.0%. We used perpetual growth rates ranging from 0.0% to 1.0%. All reporting units that have goodwill were noted to have a fair value that exceeded their carrying values by more than 15% each. If we had concluded that it was appropriate to increase the discount rate we used by 100 basis points, the fair value of each of our reporting units would have continued to exceed its carrying value. No reporting unit failed the annual impairment test; however, the fair value of the Corrugated Packaging reporting unit only exceeded its carrying value by 15% at July 1, 2022. In our fiscal 2022 annual goodwill impairment analysis, projected future cash flows for the Corrugated Packaging reporting unit were discounted at 10.0%. Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rate would have to be increased to 11.9%, in order for the estimated fair value of the reporting unit to fall below its carrying value.

At September 30, 2022, the Corrugated Packaging, Consumer Packaging, Global Paper and Distribution reporting units had $2,802.8 million, $1,588.4 million, $1,366.5 million and $137.5 million of goodwill, respectively, which remained recoverable at the current year-end. Subsequent to our annual test, we monitored industry economic trends until the end of our fiscal year and determined no additional testing for goodwill impairment was warranted. We have not made any material changes to our impairment loss assessment methodology during the past three fiscal years. Currently, we do not believe there is a reasonable likelihood that there will be a material change in future assumptions or estimates we use to calculate impairment losses. However, we cannot predict or control market factors, including the impact of macroeconomic conditions, and there are certain risks inherent to our operations, as described in Item 1A. “Risk Factors”. If actual results are not consistent with our assumptions and estimates, we may be exposed to additional impairment losses that could be material.

We follow the provisions included in ASC 360, “Property, Plant, and Equipment” in determining whether the carrying value of any of our long-lived assets, including ROU assets and amortizable intangibles other than goodwill, is impaired. The ASC 360 test is a three-step test for assets that are “held and used” as that term is defined by ASC 360. We determine whether indicators of impairment are present. We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the long-lived asset might not be recoverable. If we determine that indicators of impairment are present, we determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the carrying value. This requires management to estimate future cash flows through operations over the remaining useful life of the asset and its ultimate disposition. The assumptions we use to estimate future cash flows are consistent with the assumptions we use for internal planning purposes, updated to reflect current expectations. If our estimated undiscounted cash flows do not exceed the carrying value, we estimate the fair value of the asset and record an impairment charge if the carrying value is greater than the fair value of the asset. We estimate fair value using discounted cash flows, observable prices for similar assets, or other valuation techniques. We record assets classified as “held for sale” at the lower of their carrying value or estimated fair value less anticipated costs to sell. Our long-lived assets, including intangible assets remain recoverable.

Included in our long-lived assets are certain identifiable intangible assets. These intangible assets are amortized based on the approximate pattern in which the economic benefits are consumed or straight-line if the pattern was

not reliably determinable. Estimated useful lives range from 1 to 40 years and have a weighted average life of approximately 15.7 years.

Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating impairment also requires us to estimate future operating results and cash flows, which also require judgment by management. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Cloud Computing Arrangements

We utilize cloud computing arrangements such as hosting arrangements which are service contracts, whereby we gain remote access to use software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Subscription fees are usually prepaid and recorded in operating expense over the related subscription period. Implementation costs for cloud computing arrangements are capitalized within Other current assets or Other assets if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded as operating expense on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of the agreement, together with periods covered by renewal options which we are reasonably certain to exercise. The unamortized implementation costs related to our cloud computing arrangements were $4.1 million and $1.1 million at September 30, 2022 and 2021, respectively.

Restructuring and Other Costs

Our restructuring and other costs include primarily items such as restructuring portions of our operations, acquisition costs, integration costs and divestiture costs. We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in future restructuring activities.

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and equipment and lease ROU assets to their fair value and record charges for severance and other employee-related costs. We reduce the carrying value of the assets classified as held for sale to their estimated fair value less cost to sell. Any subsequent change in fair value less cost to sell prior to disposition is recognized as it is identified; however, no gain is recognized in excess of the cumulative loss previously recorded unless the actual selling price exceeds the original carrying value upon its ultimate sale. For facility closures, we also generally expect to record costs for equipment relocation, facility carrying costs and costs to terminate a lease or contract before the end of its term.

Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large well-equipped facilities that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives and/or further optimize our system following mergers and acquisitions or a changing business environment. Therefore, we generally transfer a substantial portion of each closed facility's production to our other facilities. We believe these actions have allowed us to more effectively manage our business.

Identifying and calculating the cost to exit operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities, including severance costs, contractual obligations, and the adjustments of property, plant and equipment and lease ROU assets to their fair value. We believe our estimates are reasonable, considering our knowledge of the industries we operate in, previous experience in exiting activities and valuations we may obtain from independent third parties. Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. See “Note 4. Restructuring and Other Costs” for additional information, including a description of the type of costs incurred.

Business Combinations

From time to time, we may enter into business combinations. In accordance with ASC 805, “Business Combinations”, we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement plans, uncertain tax positions, contingent consideration and contingencies. Significant estimates and assumptions include subjective and/or complex judgments regarding items such as discount rates, customer attrition rates, economic lives and other factors, including estimating future cash flows that we expect to generate from the acquired assets.

The acquisition method of accounting also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record future impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities

We estimate fair values in accordance with ASC 820 “Fair Value Measurement”. ASC 820 provides a framework for measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements.

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivables, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities. The fair values of our long-term debt are estimated using quoted market prices or are based on the discounted value of future cash flows. We disclose the fair value of long-term debt in “Note 13. Debt” and our pension and postretirement assets and liabilities in “Note 5. Retirement Plans”. We have, or from time to time may have, financial instruments recognized at fair value including supplemental retirement savings plans (“Supplemental Plans”) that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar class of assets or liabilities, the fair value of which are not significant. We measure the fair value of our mutual fund investments based on quoted prices in active markets, and our derivative contracts, if any, based on discounted cash flows.

We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include equity method investments when they are deemed to be other-than-temporarily impaired, investments for which the fair value measurement alternative is elected, assets acquired and liabilities assumed when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in a merger or an acquisition or in a nonmonetary exchange, property, plant and equipment, ROU assets related to operating leases, goodwill and other intangible assets that are written down to fair value when they are held for sale

or determined to be impaired. See “Note 4. Restructuring and Other Costs” for impairments associated with restructuring activities. Given the nature of nonfinancial assets and liabilities, evaluating their fair value from the perspective of a market participant is inherently complex. Assumptions and estimates about future values can be affected by a variety of internal and external factors. Changes in these factors may require us to revise our estimates and could result in future impairment charges for goodwill and acquired intangible assets, or retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with business combinations. These adjustments could have a material impact on our financial condition and results of operations. We discuss fair values in more detail in “Note 12. Fair Value”.

Derivatives

We are exposed to interest rate risk, commodity price risk and foreign currency exchange risk. To manage these risks, from time to time and to varying degrees, we may enter into a variety of financial derivative transactions and certain physical commodity transactions that are determined to be derivatives. Interest rate swaps may be entered into to manage the interest rate risk associated with a portion of our outstanding debt. Interest rate swaps are either designated for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt or fair value hedges of fixed rate debt, or we may elect not to treat them as accounting hedges. Swaps or forward contracts on certain commodities may be entered into to manage the price risk associated with forecasted purchases or sales of those commodities. In addition, certain commodity financial derivative contracts and physical commodity contracts that are determined to be derivatives may not be designated as accounting hedges because either they do not meet the criteria for treatment as accounting hedges under ASC 815, “Derivatives and Hedging”, or we elect not to treat them as accounting hedges under ASC 815. Generally, we elect the normal purchase, normal sale scope exception for physical commodity contracts that are determined to be derivatives. We may also enter into forward contracts to manage our exposure to fluctuations in foreign currency rates with respect to transactions denominated in foreign currencies. These also can either be designated for accounting purposes as cash flow hedges or not so designated. Derivative financial instruments are not used for trading or other speculative purposes.

Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the derivative agreements. Our credit exposure related to these financial instruments is represented by the fair value of contracts reported as assets. We manage our exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. We may enter into financial derivative contracts that may contain credit-risk-related contingent features which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions.

For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. For financial derivative instruments that are not designated as accounting hedges, the entire change in fair value of the financial instrument is reported immediately in current period earnings.

We have at times entered into interest rate swap agreements that effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. These agreements typically involved the receipt of floating rate amounts in exchange for fixed interest rate payments over the life of the agreements without an exchange of the underlying principal amount.

At September 30, 2022, the notional amount of foreign currency exchange contract derivative was 8.0 billion Mexican pesos ($389.9 million), with the fair value of $3.4 million presented within Other current assets. At September 30, 2021, the notional amount of foreign currency exchange contract derivative was $270.2 million. The fair value of this derivative instrument was not significant as of September 30, 2021. We did not designate our foreign currency exchange contract derivatives as accounting hedges.

At September 30, 2022, the notional amount of natural gas commodity derivatives was 18.3 million MMBtu, which are designated as cash flow hedges. The fair value of these derivatives was $12.0 million, which is presented within Other current liabilities. No natural gas commodity derivatives were outstanding at September 30, 2021. See “Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)” for additional information regarding our foreign currency and natural gas commodity derivatives.

Health Insurance

We are self-insured for the majority of our group health insurance costs. However, we seek to limit our health insurance costs by entering into certain stop loss insurance coverage. Due to mergers, acquisitions and other factors, we may have plans that do not include stop loss insurance. We calculate our group health insurance reserve on an undiscounted basis based on estimated reserve rates. We utilize claims lag data provided by our claims administrators to compute the required estimated reserve rate. We calculate our average monthly claims paid using the actual monthly payments during the trailing 12-month period. At that time, we also calculate our required reserve using the reserve rates discussed above. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our group health insurance costs.

Workers’ Compensation

We purchase large risk deductible workers’ compensation policies for the majority of our workers’ compensation liabilities that are subject to various deductibles to limit our exposure. We calculate our workers’ compensation reserves on an undiscounted basis based on estimated actuarially calculated development factors. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our workers' compensation costs.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. All deferred tax assets and liabilities are classified as noncurrent in our consolidated balance sheet.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. In the event we were to determine that we would be able to realize or not realize our deferred income tax assets in the future in their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce or increase the provision for income taxes, respectively.

Certain provisions of ASC 740, “Income Taxes” provide that a tax benefit from an uncertain tax position may be recognized when it is “more likely than not” that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We use significant judgment in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon ultimate settlement. We do not record any benefit for the tax positions where we do not meet the “more likely than not” initial recognition threshold. Income tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. We recognize interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results of operations in future periods depending upon their ultimate resolution.

On December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Act. As part of the enacted Tax Act, Global Intangible Low Taxed Income (“GILTI”) provisions were introduced that would impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. We have elected to treat any potential GILTI inclusions as a period cost during the year incurred.

On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. While we are still evaluating the impact that the Inflation Reduction Act will have on our financial results, we do not believe the impact will be material.

Pension and Other Postretirement Benefits

We account for pension and other postretirement benefits in accordance with ASC 715, “Compensation – Retirement Benefits”. Accordingly, we recognize the funded status of our pension plans as assets or liabilities in our consolidated balance sheets. The funded status is the difference between our projected benefit obligations and fair value of plan assets. The determination of our obligation and expense for pension and other postretirement benefits is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. We describe these assumptions in “Note 5. Retirement Plans”, which include, among others, the discount rate, expected long-term rates of return on plan assets and rates of increase in compensation levels. We defer actual results that differ from our assumptions, i.e., actuarial gains and losses, and amortize the difference over future periods. Therefore, these differences generally affect our recognized expense and funding requirements in future periods. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost and when certain assumptions used to determine the fair value of the plan assets or projected benefit obligation are updated, such as but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions and plan remeasurement.

The amount of unrecognized actuarial gains and losses recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for each plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as “the corridor”. The amount of unrecognized gain or loss that exceeds the corridor is amortized over the average future service of the plan participants or the average life expectancy of inactive plan participants for plans where all or almost all of the plan participants are inactive. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and our future expense.

Share-Based Compensation

We recognize expense for share-based compensation plans based on the estimated fair value of the related awards in accordance with ASC 718, “Compensation – Stock Compensation”. Pursuant to our incentive stock plans, we can grant options, restricted stock, restricted stock units and stock appreciation rights (“SAR” or “SARs”) to employees and our non-employee directors. The grants generally vest over a period of up to three years depending on the nature of the award, except for non-employee director grants, which typically vest over a period of up to one year. The majority of our awards are restricted stock units granted to employees and generally contain performance or market conditions that must be met in conjunction with a service requirement for the shares to vest, others contain only a service requirement. We charge compensation expense under the plan to earnings over each award’s individual vesting period. Forfeitures are estimated based on historical experience. In fiscal 2020, in connection with our WestRock Pandemic Action Plan we issued restricted stock units to the majority of our employees to replace their annual cash bonus. See “Note 20. Share-Based Compensation” for additional information.

Asset Retirement Obligations

We account for asset retirement obligations in accordance with ASC 410, “Asset Retirement and Environmental Obligations”. A liability and an asset are recorded equal to the present value of the estimated costs associated with the retirement of long-lived assets where a legal or contractual obligation exists and the liability can be reasonably estimated. The liability is accreted over time and the asset is depreciated over the remaining life of the related asset.

Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded. Asset retirement obligations with indeterminate settlement dates are not recorded until such time that a reasonable estimate may be made. Our asset retirement obligations consist primarily of landfill closure and post-closure costs at certain of our mills. At September 30, 2022, we had recorded liabilities of $96.0 million, $79.6 million in Other long-term liabilities and $16.4 million in Other current liabilities. At September 30, 2021, we had recorded $73.6 million, $73.1 million in Other long-term liabilities and the balance in Other current liabilities.

Repair and Maintenance Costs

We expense routine repair and maintenance costs as we incur them. We defer certain expenses we incur during planned major maintenance activities and recognize the expenses ratably over the shorter of the estimated interval until the next major maintenance activity or the life of the deferred item. This maintenance is generally performed every 12 to 24 months and has a significant impact on our results of operations in the period performed primarily due to lost production during the maintenance period. Planned major maintenance costs deferred at September 30, 2022 and 2021 were $121.8 million and $110.7 million, respectively. The assets are recorded as Other assets on the consolidated balance sheets.

Foreign Currency

We translate the assets and liabilities of our foreign operations from their functional currency into U.S. dollars at the rate of exchange in effect as of the balance sheet date. We reflect the resulting translation adjustments in equity. We translate the revenues and expenses of our foreign operations at a daily average rate prevailing for each month during the fiscal year. We include gains or losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, in the consolidated statements of operations. We recorded a loss on foreign currency transactions of $5.0 million and $0.7 million in fiscal 2022 and 2021, respectively, and a gain on foreign currency transactions of $6.6 million in fiscal 2020.

Environmental Remediation Costs

We accrue for losses associated with our environmental remediation obligations when it is probable that we have incurred a liability and the amount of the loss can be reasonably estimated. We generally recognize accruals for estimated losses from our environmental remediation obligations no later than completion of a remedial feasibility study and clear indication of remedial options. We adjust such accruals as further information develops or circumstances change. We recognize recoveries of our environmental remediation costs from other parties as assets when we deem their receipt probable. See “Note 17. Commitments and Contingencies — Environmental.”

New Accounting Standards — Adopted in fiscal 2022

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. This ASU removes certain exceptions from recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020 (fiscal 2022 for us) and interim periods within those fiscal years. We adopted the provisions of ASU 2019-12 beginning October 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05, “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments”. This ASU requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses at lease commencement if they were classified as sales-type or direct financing leases. For lessors that had adopted ASC 842, "Leases" as of July 19, 2021, when the amendments were issued, the amendments can be applied either retrospectively or prospectively and are effective for annual periods beginning after December 15, 2021 (fiscal 2023 for us) and interim periods within those annual periods. Early adoption is permitted. We early adopted this ASU using the prospective transition approach beginning October 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

New Accounting Standards — Pending to be Adopted in Fiscal 2023

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance”. This ASU aims to increase the transparency of government assistance through the annual disclosure of the types of assistance, an entity’s accounting for the assistance and the effect of the assistance on an entity’s financial statements. This ASU is effective for annual periods beginning after December 15, 2021 (fiscal 2023 for us), with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This ASU provides temporary optional expedients and exceptions for applying GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848. The ASUs can be adopted after their respective issuance dates through December 31, 2022. We are in process of reviewing and updating our contracts to a new reference rate. We have been addressing the LIBOR transition in our applicable debt facilities and have completed the transition on all of our significant facilities. See “Note 13. Debt” for additional information on our recent credit facility changes. We expect to adopt the provisions of this optional guidance in fiscal 2023. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

New Accounting Standards — Recently Issued

In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us). We are evaluating the impact of this ASU.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. This ASU clarifies that contractual sale restrictions should not be considered in measuring the fair value of equity securities. This ASU is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”. This ASU expands and clarifies the portfolio layer method for fair value hedges of interest rate risk. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. This ASU is intended to reduce diversity in practice and increase comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

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Revenue Recognition

12 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Note 2. Revenue Recognition

Disaggregated Revenue

ASC 606 requires that we disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The tables below disaggregate our revenue by geographical market and product type (segment). Net sales are attributed to geographical markets based on our selling location. As discussed above, effective October 1, 2021, we reorganized our segment reporting to four reportable segments and have recast prior period disclosures to conform to the new segment structure and modified the geographical markets presented. In fiscal 2020, we completed our real estate monetization and ceased reporting the results of the Land and Development segment as a separate segment. Therefore, we did not have any Land and Development sales in fiscal 2022 or 2021.

The following tables summarize our disaggregated revenue by primary geographical markets for fiscal 2022, 2021 and 2020 (in millions):

	Year Ended September 30, 2022
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	8,264.7	$	2,870.9	$	5,344.8	$	1,238.3	$	(357.2	)	$	17,361.5
Canada		578.8		510.0		227.7		16.1		(7.5	)		1,325.1
Latin America		456.4		194.4		230.7		164.5		(0.4	)		1,045.6
EMEA		7.7		1,079.9		63.2		—		(0.3	)		1,150.5
Asia Pacific		—		310.0		63.8		—		—			373.8
Total	$	9,307.6	$	4,965.2	$	5,930.2	$	1,418.9	$	(365.4	)	$	21,256.5

	Year Ended September 30, 2021
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	7,518.8	$	2,463.7	$	4,547.7	$	1,105.9	$	(318.9	)	$	15,317.2
Canada		519.3		473.0		205.2		19.7		(6.8	)		1,210.4
Latin America		357.3		159.1		100.1		129.2		(0.3	)		745.4
EMEA		5.1		1,038.2		62.7		—		—			1,106.0
Asia Pacific		—		299.9		67.3		—		(0.1	)		367.1
Total	$	8,400.5	$	4,433.9	$	4,983.0	$	1,254.8	$	(326.1	)	$	18,746.1

	Year Ended September 30, 2020
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Land and Development		Intersegment Sales			Total
U.S.	$	7,054.6	$	2,416.5	$	4,300.4	$	987.1	$	18.9	$	(268.6	)	$	14,508.9
Canada		452.6		436.0		222.3		17.3		—		(3.5	)		1,124.7
Latin America		275.1		120.3		118.0		98.0		—		(0.3	)		611.1
EMEA		7.9		939.6		66.5		—		—		—			1,014.0
Asia Pacific		—		278.0		42.4		—		—		(0.3	)		320.1
Total	$	7,790.2	$	4,190.4	$	4,749.6	$	1,102.4	$	18.9	$	(272.7	)	$	17,578.8

Revenue Contract Balances

Contract assets are rights to consideration in exchange for goods that we have transferred to a customer when that right is conditional on something other than the passage of time. Contract assets are reduced when the control of the goods passes to the customer. Contract liabilities represent obligations to transfer goods or services to a customer for which we have received consideration. Contract liabilities are reduced once control of the goods is transferred to the customer.

The opening and closing balances of our contract assets and contract liabilities are as follows. Contract assets and contract liabilities are reported within Other current assets and Other current liabilities, respectively, on the consolidated balance sheets (in millions).

	Contract Assets (Short-Term)		Contract Liabilities (Short-Term)
Beginning balance - October 1, 2021	$	199.1	$	12.8
Ending balance - September 30, 2022		244.0		13.9
Increase	$	44.9	$	1.1

Performance Obligations and Significant Judgments

We primarily derive revenue from fixed consideration. Certain contracts may also include variable consideration, typically in the form of cash discounts and volume rebates. If a contract with a customer includes variable consideration, we estimate the expected cash discounts and other customer refunds based on historical experience. We concluded this method is consistent with the most likely amount method under ASC 606 and allows us to make the best estimate of the consideration we will be entitled to from customers.

Contracts or purchase orders with customers could include a single type of product or multiple types and grades of products. Regardless, the contract price with the customer is agreed to at the individual product level outlined in the customer contracts or purchase orders. Management has concluded that the prices negotiated with each individual customer are representative of the stand-alone selling price of the product.

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Acquisitions and Investments

12 Months Ended

Sep. 30, 2022

Business Combinations [Abstract]

Acquisitions and Investments

Note 3. Acquisitions and Investments

We account for acquisitions in accordance with ASC 805, “Business Combinations”. The estimated fair values of all assets acquired and liabilities assumed in acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date. There have been no significant acquisitions in the last three fiscal years.

Grupo Gondi Acquisition

On July 27, 2022, we announced our entry into an agreement to acquire the remaining 67.7% interest in Grupo Gondi for $970 million, plus the assumption of debt, representing an estimated implied enterprise value of $1.763 billion. Grupo Gondi is a leading integrated producer of corrugated and consumer packaging that operates four paper mills, nine corrugated packaging plants and six high graphic plants throughout Mexico, producing sustainable packaging for a wide range of end markets in the region. This tuck-in acquisition will provide us with further geographic and end market diversification as well as position us to continue to grow in the attractive Latin American market. The acquisition, which is subject to a number of customary closing conditions, including approval by regulatory authorities in Mexico, is expected to close by the end of this calendar year, after which we will consolidate Grupo Gondi into our financial statements.

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Restructuring and Other Costs

12 Months Ended

Sep. 30, 2022

Restructuring And Other Costs [Abstract]

Restructuring and Other Costs

Note 4. Restructuring and Other Costs

Summary of Restructuring and Other Initiatives

We recorded pre-tax restructuring and other costs of $401.6 million, $31.5 million and $112.7 million for fiscal 2022, 2021 and 2020, respectively. Of these costs, $325.5 million, $12.6 million and $29.8 million were non-cash for fiscal 2022, 2021 and 2020, respectively. These amounts are not comparable since the timing and scope of the individual actions associated with each restructuring, acquisition, integration or divestiture vary. We present our restructuring and other costs in more detail below.

The following table summarizes our Restructuring and other costs for fiscal 2022, 2021 and 2020 (in millions):

	2022		2021		2020
Restructuring	$	392.1	$	28.5	$	93.7
Other		9.5		3.0		19.0
Restructuring and Other Costs	$	401.6	$	31.5	$	112.7

Restructuring

Our restructuring charges are primarily associated with restructuring portions of our operations (i.e., partial or complete plant closures). A partial plant closure may consist of shutting down a machine and/or a workforce reduction. We have incurred various reduction in workforce actions, plant closure activities, impairment costs and certain lease terminations from time to time.

We are committed to improving our return on invested capital as well as maximizing the performance of our assets. In fiscal 2022, we recorded various impairments and other charges associated with our decision to permanently cease operations at our Panama City, FL mill and to permanently close the corrugated medium manufacturing operations at the St. Paul, MN mill, as reflected in the table below in the Global Paper segment. Both operations were expected to require significant capital investment to maintain and improve going forward, and the production of fluff pulp (at Panama City) was not a priority in our strategy to focus on higher value markets. Closing these operations allows us to redirect significant capital that would have been required to keep them competitive in the future to improve other key assets. We expect to record future restructuring charges, primarily associated with future carrying costs. The Panama City, FL mill had produced containerboard, primarily heavyweight kraft and fluff pulp, with a combined annual capacity of 645,000 tons of which approximately two-thirds was shipped to external customers. Select grades of containerboard previously produced at the mill are expected to be manufactured at other WestRock facilities. The corrugated medium manufacturing operations at St. Paul, MN had annual capacity of 200,000 tons of which approximately two-fifths was shipped to external customers.

In fiscal 2021, our restructuring charges included an impairment of assets and a gain on lease termination associated with our Richmond, VA regional office (in Corporate). In fiscal 2020, our restructuring charges included those associated with the announced shutdown of a bleached paperboard machine at our Evadale, TX mill, employee costs due to merger and acquisition-related workforce reductions and a voluntary retirement program. Due to market factors in fiscal 2021, we decided to delay the machine shutdown at our Evadale, TX mill, and in fiscal 2022, we decided to cancel our plans to shut down the machine and reversed certain employee and other accrued restructuring charges. The machine is capable of swinging between selected grades (e.g., linerboard, bleached paperboard and pulp), and we intend to utilize the machine to produce selected grades based on demand.

While restructuring costs are not charged to our segments and, therefore, do not reduce each segment's Adjusted EBITDA, we highlight the segment to which the charges relate. As discussed in “Note 1. Description of Business and Summary of Significant Accounting Policies — Reclassifications and Adjustments”, effective October 1, 2021, we reorganized our segment reporting to four reportable segments and have recast the prior year disclosure. Since we do not allocate restructuring costs to our segments, charges incurred in the Global Paper segment will represent all charges associated with our vertically integrated mills and recycling operations. These operations manufacture for the benefit of each reportable segment that ultimately sells the associated paper and packaging products to our external customers. Prior to the completion of our Land and Development monetization program in fiscal 2020, we had an additional reportable segment which previously sold real estate, primarily in the Charleston, SC region.

The following table presents a summary of restructuring charges related to active restructuring initiatives that we incurred during the last three fiscal years, the cumulative recorded amount since we started the initiatives, and our estimate of the total we expect to incur (in millions):

	2022		2021			2020		Cumulative		Total Expected
Corrugated Packaging
PP&E and related costs	$	0.3	$	2.6		$	0.4	$	3.9	$	3.9
Severance and other employee costs		0.5		4.7			7.5		29.2		29.2
Other restructuring costs		2.6		2.9			5.2		12.8		19.2
Restructuring total	$	3.4	$	10.2		$	13.1	$	45.9	$	52.3
Consumer Packaging
PP&E and related costs	$	—	$	0.5		$	1.0	$	3.3	$	3.3
Severance and other employee costs		6.2		9.7			19.4		36.5		36.5
Other restructuring costs		2.7		3.1			4.1		13.1		13.1
Restructuring total	$	8.9	$	13.3		$	24.5	$	52.9	$	52.9
Global Paper
PP&E and related costs	$	349.3	$	0.2		$	24.3	$	400.6	$	400.6
Severance and other employee costs		11.2		—			1.4		17.8		20.0
Other restructuring costs		8.0		0.1			5.5		28.9		115.0
Restructuring total	$	368.5	$	0.3		$	31.2	$	447.3	$	535.6
Distribution
Severance and other employee costs	$	—	$	—		$	0.2	$	0.2	$	0.2
Other restructuring costs		1.0		—			—		1.0		1.0
Restructuring total	$	1.0	$	—		$	0.2	$	1.2	$	1.2
Land and Development
Severance and other employee costs	$	—	$	—		$	—	$	0.1	$	0.1
Other restructuring costs		—		—			2.0		2.0		2.0
Restructuring total	$	—	$	—		$	2.0	$	2.1	$	2.1
Corporate
PP&E and related costs	$	2.0	$	8.8		$	—	$	10.8	$	10.8
Severance and other employee costs		3.0		0.9			21.1		62.5		62.5
Other restructuring costs		5.3		(5.0	)		1.6		4.5		4.5
Restructuring total	$	10.3	$	4.7		$	22.7	$	77.8	$	77.8
Total
PP&E and related costs	$	351.6	$	12.1		$	25.7	$	418.6	$	418.6
Severance and other employee costs		20.9		15.3			49.6		146.3		148.5
Other restructuring costs		19.6		1.1			18.4		62.3		154.8
Restructuring total	$	392.1	$	28.5		$	93.7	$	627.2	$	721.9

We have defined “PP&E and related costs” as used in this Note 4 primarily as property, plant and equipment write-downs, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment, related parts and supplies on such assets, and deferred major maintenance costs, if any. We define "Other restructuring costs" as facility carrying costs, equipment and inventory relocation costs, lease or other contract termination costs, and other items.

Other Costs

Our other costs consist of acquisition, integration and divestiture costs. We incur costs when we acquire or divest businesses. Acquisition costs include costs associated with transactions, whether consummated or not, such

as advisory, legal, accounting, valuation and other professional or consulting fees, as well as potential litigation costs associated with those activities. We incur integration costs pre- and post-acquisition that reflect work performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects including spending to support future acquisitions, and primarily consist of professional services and labor. Divestiture costs consist primarily of similar professional fees. We consider acquisition, integration and divestiture costs to be corporate costs regardless of the segment or segments involved in the transaction.

The following table presents acquisition, integration and divestiture costs that we incurred during the last three fiscal years (in millions):

	2022		2021		2020
Acquisition costs	$	4.4	$	0.5	$	0.2
Integration costs		0.7		1.7		18.7
Divestiture costs		4.4		0.8		0.1
Other total	$	9.5	$	3.0	$	19.0

The following table summarizes the changes in the restructuring accrual, which is primarily composed of accrued severance and other employee costs, and a reconciliation of the restructuring accrual charges to the line item “Restructuring and other costs” on our consolidated statements of operations for the last three fiscal years (in millions):

	2022			2021			2020
Accrual at beginning of fiscal year	$	13.4		$	17.2		$	32.3
Additional accruals		33.4			17.4			51.3
Payments		(15.9	)		(17.2	)		(56.6	)
Adjustment to accruals		(5.6	)		(2.1	)		(6.2	)
Foreign currency rate changes and other		(0.1	)		(1.9	)		(3.6	)
Accrual at end of fiscal year	$	25.2		$	13.4		$	17.2

Reconciliation of accruals and charges to restructuring and other costs (in millions):

	2022		2021		2020
Additional accruals and adjustments to accruals    (see table above)	$	27.8	$	15.3	$	45.1
PP&E and related costs		351.6		12.1		25.7
Severance and other employee costs		0.5		0.3		1.6
Acquisition costs		4.4		0.5		0.2
Integration costs		0.7		1.7		18.7
Divestiture costs		4.4		0.8		0.1
Other restructuring costs		12.2		0.8		21.3
Total restructuring and other costs, net	$	401.6	$	31.5	$	112.7

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Retirement Plans

12 Months Ended

Sep. 30, 2022

Retirement Plans [Abstract]

Retirement Plans

Note 5. Retirement Plans

We have defined benefit pension plans and other postretirement benefit plans for certain U.S. and non-U.S. employees. We use a September 30 measurement date for our plans. Certain plans were frozen for salaried and non-union hourly employees at various times in the past, and nearly all of our remaining salaried and non-union hourly employees accruing benefits ceased accruing benefits as of December 31, 2020. In addition, we participate in several MEPPs that provide retirement benefits to certain union employees in accordance with various CBAs. We also have supplemental executive retirement plans and other non-qualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our current and former executives. The supplemental executive retirement plans provide for incremental pension benefits in excess of those offered in the plan. The other postretirement benefit plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans.

The benefits under our defined benefit pension plans are based on either compensation or a combination of years of service and negotiated benefit levels, depending upon the plan. We allocate our pension assets to several investment management firms across a variety of investment styles. Our defined benefit Investment Committee meets at least four times a year with our investment advisors to review each management firm’s performance and monitors its compliance with its stated goals, our investment policy and applicable regulatory requirements in the U.S., Canada, and other jurisdictions.

Investment returns vary. We believe that, by investing in a variety of asset classes and utilizing multiple investment management firms, we can create a portfolio that yields adequate returns with reduced volatility. Our qualified U.S. plans employ a liability matching strategy augmented with Treasury futures to materially hedge against interest rate risk. After consultation with our actuary and investment advisors, we adopted the target allocations in the table below for our pension plans in an effort to produce the desired performance. These target allocations are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below target ranges or modify the allocations.

Our target asset allocations by asset category at September 30 were as follows:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Equity investments		18	%		23	%		19	%		21	%
Fixed income investments		73	%		73	%		73	%		74	%
Short-term investments		1	%		1	%		1	%		1	%
Other investments		8	%		3	%		7	%		4	%
Total		100	%		100	%		100	%		100	%

Our asset allocations by asset category at September 30 were as follows:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Equity investments		18	%		21	%		21	%		21	%
Fixed income investments		70	%		73	%		71	%		72	%
Short-term investments		4	%		2	%		3	%		2	%
Other investments		8	%		4	%		5	%		5	%
Total		100	%		100	%		100	%		100	%

We manage our retirement plans in accordance with the provisions of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder as well as applicable legislation in Canada and other foreign countries. Our investment policy objectives include maximizing long-term returns at acceptable risk levels, diversifying among asset classes, as applicable, and among investment managers, as well as establishing certain risk parameters within asset classes. We have allocated our investments within the equity and fixed income asset classes to sub-asset classes designed to meet these objectives. In addition, our other investments support multi-strategy objectives.

In developing our weighted average expected rate of return on plan assets, we consulted with our investment advisors and evaluated criteria based on historical returns by asset class and long-term return expectations by asset class. We expect to contribute approximately $21 million to our U.S. and non-U.S. pension plans in fiscal 2023. However, it is possible that our assumptions or legislation may change, actual market performance may vary or we may decide to contribute a different amount. Therefore, the amount we contribute may vary materially. The expense for MEPPs for collective bargaining employees generally equals the contributions for these plans, excluding estimated accruals for withdrawal liabilities or adjustments to those accruals.

The weighted average assumptions used to measure the benefit plan obligations at September 30, were:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		5.63	%		5.12	%		2.99	%		2.63	%
Interest crediting rate		3.08	%	N/A				3.48	%	N/A
Rate of compensation increase		2.50	%		2.97	%		2.50	%		2.65	%

At September 30, 2022, the discount rate for the U.S. pension plans was determined based on the yield on a theoretical portfolio of high-grade corporate bonds, and the discount rate for the non-U.S. plans was determined based on a yield curve developed by our actuary. The theoretical portfolio of high-grade corporate bonds used to select the September 30, 2022 discount rate for the U.S. pension plans includes bonds generally rated Aa- or better with at least $100 million outstanding par value and bonds that are non-callable (unless the bonds possess a “make whole” feature). The theoretical portfolio of bonds has cash flows that generally match our expected benefit payments in future years.

Our assumption regarding the future rate of compensation increases is reviewed periodically and is based on both our internal planning projections and recent history of actual compensation increases.

We typically review our expected long-term rate of return on plan assets periodically through an asset allocation study with either our actuary or investment advisor. In fiscal 2023, our expected rate of return used to determine net periodic benefit cost is 6.5% for our U.S. plans and 5.1% for our non-U.S. plans. Our expected rates of return in fiscal 2023 are based on an analysis of our long-term expected rate of return and our current asset allocation.

In December 2019, the USW ratified a new master agreement that applies to substantially all of our U.S. facilities represented by the USW. The agreement has a four-year term and covers a number of specific items, including wages, medical coverage and certain other benefit programs, substance abuse testing, and safety. Individual facilities will continue to have local agreements for subjects not covered by the master agreement and those agreements will continue to have staggered terms. The master agreement permits us to apply its terms to USW employees who work at facilities we acquire during the term of the agreement.

The following table shows the changes in benefit obligation, plan assets and funded status for the years ended September 30 (in millions):

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Change in projected benefit obligation:
Benefit obligation at beginning of fiscal year	$	5,239.1		$	1,438.5		$	5,264.5		$	1,471.5
Service cost		40.8			7.0			42.5			8.6
Interest cost		152.1			36.1			154.6			32.7
Amendments		0.3			—			5.0			0.6
Actuarial (gain) loss		(1,317.1	)		(340.1	)		20.7			(66.1	)
Plan participant contributions		—			1.7			—			1.9
Benefits paid		(246.9	)		(77.6	)		(248.2	)		(78.0	)
Curtailments		—			0.2			—			—
Settlements		(1.8	)		(2.4	)		—			(1.4	)
Foreign currency rate changes		—			(128.1	)		—			68.7
Benefit obligation at end of fiscal year	$	3,866.5		$	935.3		$	5,239.1		$	1,438.5
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	5,627.0		$	1,455.7		$	5,369.7		$	1,418.0
Actual (loss) gain on plan assets		(1,281.4	)		(322.1	)		491.9			38.7
Employer contributions		13.0			8.2			13.6			9.6
Plan participant contributions		—			1.7			—			1.9
Benefits paid		(246.9	)		(77.6	)		(248.2	)		(78.0	)
Settlements		(1.8	)		(2.5	)		—			(1.4	)
Foreign currency rate changes		—			(133.7	)		—			66.9
Fair value of plan assets at end of fiscal year	$	4,109.9		$	929.7		$	5,627.0		$	1,455.7
Funded (unfunded) status	$	243.4		$	(5.6	)	$	387.9		$	17.2
Amounts recognized in the Consolidated Balance Sheets:
Prepaid pension asset	$	379.1		$	61.2		$	566.8		$	107.5
Other current liabilities		(11.7	)		(1.4	)		(13.5	)		(1.0	)
Pension liabilities, net of current portion		(124.0	)		(65.4	)		(165.4	)		(89.3	)
Over (under) funded status at end of fiscal year	$	243.4		$	(5.6	)	$	387.9		$	17.2

The actuarial (gain) loss in benefit obligation for the U.S. Plans and Non-U.S. Plans is generally driven by a change in discount rates and to a lesser degree the rate of compensation change in the Non-U.S. Plans.

Certain U.S. plans have benefit obligations in excess of plan assets. These plans, which consist primarily of non-qualified plans, have aggregate projected benefit obligations of $164.5 million, aggregate accumulated benefit obligations of $164.5 million, and aggregate fair value of plan assets of $28.8 million at September 30, 2022. Our qualified U.S. plans were in a net overfunded position at September 30, 2022.

The accumulated benefit obligation of U.S. and non-U.S. pension plans was $4,779.1 million and $6,627.1 million at September 30, 2022 and 2021, respectively.

The pre-tax amounts in accumulated other comprehensive loss at September 30 not yet recognized as components of net periodic pension cost, including noncontrolling interest, consist of (in millions):

	Pension Plans
	2022				2021
	U.S. Plans		Non-U.S. Plans		U.S. Plans		Non-U.S. Plans
Net actuarial loss	$	849.8	$	155.6	$	573.1	$	125.9
Prior service cost		34.6		1.8		42.4		2.6
Total accumulated other comprehensive loss	$	884.4	$	157.4	$	615.5	$	128.5

The pre-tax amounts recognized in other comprehensive loss (income), including noncontrolling interest, are as follows at September 30 (in millions):

	Pension Plans
	2022			2021			2020
Net actuarial loss (gain) arising during period	$	315.3		$	(208.0	)	$	(26.2	)
Amortization and settlement recognition of net actuarial loss		(8.9	)		(34.5	)		(48.2	)
Prior service cost arising during period		0.2			5.6			25.0
Amortization of prior service cost		(8.9	)		(8.4	)		(7.8	)
Net other comprehensive loss (income) recognized	$	297.7		$	(245.3	)	$	(57.2	)

The net periodic pension income recognized in the consolidated statements of operations is comprised of the following for fiscal years ended (in millions):

	Pension Plans
	2022			2021			2020
Service cost	$	47.8		$	51.1		$	52.6
Interest cost		188.2			187.3			198.6
Expected return on plan assets		(368.6	)		(368.1	)		(362.3	)
Amortization of net actuarial loss		8.8			34.2			46.8
Amortization of prior service cost		8.4			8.4			7.5
Curtailment loss		0.5			—			0.4
Settlement loss		0.1			0.4			1.4
Company defined benefit plan income		(114.8	)		(86.7	)		(55.0	)
Multiemployer and other plans		1.5			1.6			2.0
Net pension income	$	(113.3	)	$	(85.1	)	$	(53.0	)

The Multiemployer and other plans line in the table above excludes the estimated withdrawal liabilities recorded. See “Note 5. Retirement Plans — Multiemployer Plans” for additional information.

The consolidated statements of operations line item “Pension and other postretirement non-service income” is equal to the non-service elements of our “Company defined benefit plan income” and our “Net postretirement cost” outlined in this note.

Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended:

	Pension Plans
	2022						2021						2020
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		2.99	%		2.63	%		3.01	%		2.16	%		3.35	%		2.42	%
Interest crediting rate		3.48	%	N/A				3.47	%	N/A				4.22	%	N/A
Rate of compensation increase		2.50	%		2.65	%		2.50	%		2.68	%		3.00	%		2.65	%
Expected long-term rate of return on    plan assets		5.75	%		3.81	%		6.00	%		3.73	%		6.25	%		4.26	%

For our U.S. pension and postretirement plans, we considered the mortality tables and improvement scales published by the Society of Actuaries and evaluated our specific mortality experience to establish mortality assumptions. Based on our experience and in consultation with our actuaries, for fiscal 2022, 2021 and 2020 we utilized the base Pri-2012 mortality tables with specific gender and job classification increases applied for fiscal 2022 ranging from 7% to 14%, fiscal 2021 ranging from 6% to 13% and for fiscal 2020 ranging from 5% to 12%.

For our Canadian pension and postretirement plans, we utilized the 2014 Private Sector Canadian Pensioners Mortality Table adjusted to reflect industry and our mortality experience for fiscal 2022, 2021 and 2020. As of September 30, 2022, these adjustment factors were updated to reflect the most recent mortality experience.

Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

	Pension Plans
	U.S. Plans		Non-U.S. Plans
Fiscal 2023	$	275.9	$	90.9
Fiscal 2024	$	279.9	$	68.8
Fiscal 2025	$	287.0	$	68.7
Fiscal 2026	$	290.0	$	68.3
Fiscal 2027	$	281.8	$	68.2
Fiscal Years 2028 – 2032	$	1,436.1	$	338.0

The following table summarizes our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2022 (in millions):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities:
U.S. equities (1)	$	150.7	$	150.7	$	—
Non-U.S. equities (1)		85.9		85.9		—
Fixed income securities:
U.S. government securities (2)		164.3		—		164.3
Non-U.S. government securities (3)		74.5		—		74.5
U.S. corporate bonds (3)		2,173.7		95.4		2,078.3
Non-U.S. corporate bonds (3)		545.0		—		545.0
Other fixed income (4)		223.1		—		223.1
Short-term investments (5)		181.9		181.9		—
Benefit plan assets measured in the fair value hierarchy	$	3,599.1	$	513.9	$	3,085.2
Assets measured at NAV (6)		1,440.5
Total benefit plan assets	$	5,039.6

The following table summarizes our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2021 (in millions):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities:
U.S. equities (1)	$	275.1	$	275.1	$	—
Non-U.S. equities (1)		9.4		9.4		—
Fixed income securities:
U.S. government securities (2)		292.4		—		292.4
Non-U.S. government securities (3)		113.2		—		113.2
U.S. corporate bonds (3)		2,987.8		137.6		2,850.2
Non-U.S. corporate bonds (3)		511.1		—		511.1
Other fixed income (4)		435.5		—		435.5
Short-term investments (5)		195.5		195.5		—
Benefit plan assets measured in the fair value hierarchy	$	4,820.0	$	617.6	$	4,202.4
Assets measured at NAV (6)		2,262.7
Total benefit plan assets	$	7,082.7

(1)Equity securities are comprised of the following investment types: (i) common stock, (ii) preferred stock, and (iii) equity exchange traded funds. Level 1 investments in common and preferred stocks and exchange traded funds are valued using quoted market prices multiplied by the number of shares owned.

(2)U.S. government securities include treasury and agency debt. These investments are valued using broker quotes in an active market.

(3)The level 1 non-U.S. government securities investment is an exchange cleared swap valued using quoted market prices. The level 1 U.S. corporate bonds category is primarily comprised of U.S. dollar denominated investment grade securities and valued using quoted market prices. Level 2 investments are valued utilizing a market approach that includes various valuation techniques and sources such as value generation models, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads, and/or other applicable reference data.

(4)Other fixed income is comprised of municipal and asset-backed securities. Investments are valued utilizing a market approach that includes various valuation techniques and sources, such as broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads and/or other applicable reference data.

(5)Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in interest-bearing accounts.

(6)Investments that are measured at net asset value (“NAV”) (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

The following table summarizes assets measured at fair value based on NAV per share as a practical expedient as of September 30, 2022 and 2021 (in millions):

	Fair value		Redemption Frequency	Redemption Notice Period	Unfunded Commitments
September 30, 2022
Hedge funds (1)	$	26.4	Monthly	Up to 30 days	$	—
Commingled funds, private equity, private real    estate investments, and equity related    investments (2)		1,031.9	Monthly	Up to 60 days		199.7
Fixed income and fixed income related    instruments (3)		382.2	Monthly	Up to 10 days		—
	$	1,440.5			$	199.7
September 30, 2021
Hedge funds (1)	$	38.9	Monthly	Up to 30 days	$	—
Commingled funds, private equity, private real    estate investments, and equity related    investments (2)		1,498.2	Monthly	Up to 60 days		171.7
Fixed income and fixed income related    instruments (3)		725.6	Monthly	Up to 10 days		—
	$	2,262.7			$	171.7

(1)Hedge fund investments are primarily made through shares of limited partnerships or similar structures. Hedge funds are typically valued monthly by third-party administrators that have been appointed by the funds’ general partners.

(2)Commingled fund investments are valued at the NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

(3)Fixed income and fixed income related instruments consist of commingled debt funds, which are valued at their NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

We maintain holdings in certain private equity partnerships and private real estate investments for which a liquid secondary market does not exist. The private equity partnerships are commingled investments. Valuation techniques, such as discounted cash flow and market based comparable analyses, are used to determine fair value of the private equity investments. Unobservable inputs used for the discounted cash flow technique include projected future cash flows and the discount rate used to calculate present value. Unobservable inputs used for the market-based comparisons technique include earnings before interest, taxes, depreciation and amortization multiples in other comparable third-party transactions, price to earnings ratios, liquidity, current operating results, as well as input from general partners and other pertinent information. Private equity investments have been valued using NAV as a practical expedient.

Private real estate investments are commingled investments. Valuation techniques, such as discounted cash flow and market based comparable analyses, are used to determine fair value of the private equity investments. Unobservable inputs used for the discounted cash flow technique include projected future cash flows and the discount rate used to calculate present value. Unobservable inputs used for the market-based comparison technique include a combination of third-party appraisals, replacement cost, and comparable market prices. Private real estate investments have been valued using NAV as a practical expedient.

Equity-related investments are hedged equity investments in a commingled fund that consist primarily of equity indexed investments which are hedged by options and also hold collateral in the form of short-term treasury securities. Equity related investments have been valued using NAV as a practical expedient.

Postretirement Plans

The postretirement benefit plans provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans.

The weighted average assumptions used to measure the benefit plan obligations at September 30 were:

	Postretirement plans
	2022						2021
	U.S. Plans			Non-U.S.  Plans			U.S. Plans			Non-U.S.  Plans
Discount rate		5.57	%		7.56	%		2.98	%		6.45	%

The following table shows the changes in benefit obligation, plan assets and funded status for the fiscal years ended September 30 (in millions):

	Postretirement Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Change in projected benefit obligation:
Benefit obligation at beginning of fiscal year	$	86.4		$	58.3		$	93.6		$	62.5
Service cost		0.6			0.4			0.6			0.6
Interest cost		2.6			3.8			2.8			3.1
Actuarial gain		(16.3	)		(9.8	)		(6.1	)		(8.1	)
Benefits paid		(4.8	)		(2.8	)		(4.5	)		(2.8	)
Foreign currency rate changes		—			(1.6	)		—			3.0
Benefit obligation at end of fiscal year	$	68.5		$	48.3		$	86.4		$	58.3
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	—		$	—		$	—		$	—
Employer contributions		4.8			2.8			4.5			2.8
Benefits paid		(4.8	)		(2.8	)		(4.5	)		(2.8	)
Fair value of plan assets at end of fiscal year	$	—		$	—		$	—		$	—
Underfunded Status	$	(68.5	)	$	(48.3	)	$	(86.4	)	$	(58.3	)
Amounts recognized in the Consolidated Balance Sheets:
Other current liabilities	$	(8.7	)	$	(2.7	)	$	(8.2	)	$	(2.8	)
Postretirement benefit liabilities, net of current portion		(59.8	)		(45.6	)		(78.2	)		(55.5	)
Underfunded status at end of fiscal year	$	(68.5	)	$	(48.3	)	$	(86.4	)	$	(58.3	)

The pre-tax amounts in accumulated other comprehensive loss at September 30 not yet recognized as components of net periodic postretirement cost, including noncontrolling interest, consist of (in millions):

	Postretirement Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Net actuarial (gain) loss	$	(32.2	)	$	(4.8	)	$	(16.1	)	$	4.8
Prior service (credit) cost		(2.3	)		1.0			(3.2	)		1.1
Total accumulated other comprehensive (income) loss	$	(34.5	)	$	(3.8	)	$	(19.3	)	$	5.9

The pre-tax amounts recognized in other comprehensive loss (income), including noncontrolling interest, are as follows at September 30 (in millions):

	Postretirement Plans
	2022			2021			2020
Net actuarial gain arising during period	$	(26.2	)	$	(14.2	)	$	(8.4	)
Amortization and settlement recognition of net actuarial    gain (loss)		0.5			0.6			(0.1	)
Prior service cost arising during period		—			—			1.9
Amortization or curtailment recognition of prior service credit		0.7			2.4			2.7
Net other comprehensive income recognized	$	(25.0	)	$	(11.2	)	$	(3.9	)

The net periodic postretirement cost recognized in the consolidated statements of operations is comprised of the following for fiscal years ended (in millions):

	Postretirement Plans
	2022			2021			2020
Service cost	$	1.0		$	1.2		$	1.3
Interest cost		6.4			5.9			6.9
Amortization of net actuarial (gain) loss		(0.5	)		(0.6	)		0.1
Amortization of prior service credit		(0.7	)		(2.4	)		(2.7	)
Net postretirement cost	$	6.2		$	4.1		$	5.6

The assumed health care cost trend rates used in measuring the accumulated postretirement benefit obligation (“APBO”) are as follows at September 30, 2022:

U.S. Plans
Health care cost trend rate assumed for next year		4.90	%
Rate to which the cost trend rate is assumed to decline (the ultimate    trend rate)		4.00	%
Year the rate reaches the ultimate trend rate	2047
Non-U.S. Plans
Health care cost trend rate assumed for next year		5.68	%
Rate to which the cost trend rate is assumed to decline (the ultimate    trend rate)		5.68	%
Year the rate reaches the ultimate trend rate	2022

Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended:

	Postretirement Plans
	2022						2021						2020
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		2.98	%		6.45	%		3.00	%		4.84	%		3.34	%		5.64	%
Rate of compensation increase	N/A			N/A			N/A			N/A			N/A			N/A

Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

	Postretirement Plans
	U.S. Plans		Non-U.S. Plans
Fiscal 2023	$	8.7	$	2.7
Fiscal 2024	$	7.5	$	2.8
Fiscal 2025	$	6.9	$	2.9
Fiscal 2026	$	6.5	$	3.0
Fiscal 2027	$	6.1	$	3.1
Fiscal Years 2028 – 2032	$	26.6	$	17.6

Multiemployer Plans

We participate in several MEPPs that provide retirement benefits to certain union employees in accordance with various CBAs. The risks of participating in MEPPs are different from the risks of participating in single-employer pension plans. These risks include (i) assets contributed to a MEPP by one employer are used to provide benefits to employees of all participating employers, (ii) if a participating employer withdraws from a MEPP, the unfunded obligations of the MEPP allocable to such withdrawing employer may be borne by the remaining participating employers, and (iii) if we withdraw from a MEPP, we may be required to pay that plan an amount based on our allocable share of the unfunded vested benefits of the plan, referred to as a withdrawal liability, as well as a share of the MEPP’s accumulated funding deficiency.

Contributions to MEPPs are established by the applicable CBAs; however, our required contributions may increase based on the funded status of a MEPP and legal requirements, such as those set forth in the Pension Act, which requires substantially underfunded MEPPs to implement a FIP or a RP to improve their funded status. Contributions to MEPPs are individually and in the aggregate not material.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to potential withdrawal liabilities. In fiscal 2018, we submitted formal notification to withdraw from PIUMPF and Central States, and recorded estimated withdrawal liabilities for each. The PIUMPF estimated withdrawal liability assumed both a payment for withdrawal liability and for our proportionate share of PIUMPF’s accumulated funding deficiency. The estimated withdrawal liability excludes the potential impact of a future mass withdrawal of other employers from PIUMPF, which was not considered probable or reasonably estimable and was discounted at a credit adjusted risk free rate. Subsequently, we continued to refine the estimate of the withdrawal liability, the impact of which was not significant. It is reasonably possible that we may incur withdrawal liabilities with respect to certain other MEPPs in connection with such withdrawals. Our estimate of any such withdrawal liability, both individually and in the aggregate, is not material for the remaining plans in which we participate.

In September 2019, we received a demand from PIUMPF asserting that we owe $170.3 million on an undiscounted basis (approximately $0.7 million per month for the next 20 years) with respect to our withdrawal liability. The initial demand did not address any assertion of liability for PIUMPF’s accumulated funding deficiency. In October 2019, we received two additional demand letters from PIUMPF related to a subsidiary of ours asserting that we owe $2.3 million on an undiscounted basis to be paid over 20 years with respect to the subsidiary’s withdrawal liability and $2.0 million for its accumulated funding deficiency. We received an updated demand letter decreasing the accumulated funding deficiency demand from $2.0 million to $1.3 million in April 2020. In February 2020, we received a demand letter from PIUMPF asserting that we owe $51.2 million for our pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. We dispute the PIUMPF accumulated funding deficiency demands. We began making monthly payments (approximately $0.7 million per month for 20 years) for these withdrawal liabilities in fiscal 2020, excluding the accumulated funding deficiency demands.

In July 2021, PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency, along with interest, liquidated damages and attorney’s fees. We believe we are adequately reserved for this matter.

At September 30, 2022 and September 30, 2021, we had withdrawal liabilities recorded of $214.7 million and $247.1 million, respectively including liabilities associated with PIUMPF’s accumulated funding deficiency demands. The decrease in withdrawal liabilities in fiscal 2022 as compared to the end of fiscal 2021 was primarily due to an increase in interest rates.

With respect to certain other MEPPs, in the event we withdraw from one or more of the MEPPs in the future, it is reasonably possible that we may incur withdrawal liabilities in connection with such withdrawals. Our estimate of any such withdrawal liabilities, both individually and in the aggregate, are not material for the remaining plans in which we participate.

Approximately 55% of our hourly employees are covered by CBAs in the U.S. and Canada, of which approximately 32% are covered by CBAs that expire within one year and another 27% are covered by CBAs that have expired.

Defined Contribution Plans

We have 401(k) and other defined contribution plans that cover certain of our U.S., Canadian and other non-U.S. salaried union and nonunion hourly employees, generally subject to an initial waiting period. The 401(k) and other defined contribution plans permit participants to make contributions by salary reduction pursuant to Section 401(k) of the Internal Revenue Code, or the taxing authority in the jurisdiction in which they operate. Due primarily to acquisitions, CBAs, and other non-U.S. defined contribution programs, we have plans with varied terms. At September 30, 2022, our contributions may be up to 7.5% for U.S. salaried and non-union hourly employees, consisting of a match of up to 5% and an automatic employer contribution of 2.5%. Certain other employees who receive accruals under a defined benefit pension plan, as well as certain employees covered by CBAs and non-U.S. defined contribution programs generally receive up to a 3.0% to 4.0% contribution to their 401(k) plan or defined contribution plan. During fiscal 2022, 2021 and 2020, we recorded expense of $169.5 million, $164.7 million and $150.1 million, respectively, related to employer contributions to the 401(k) plans and other defined contribution plans, including the automatic employer contribution. In connection with the WestRock Pandemic Action Plan, we funded our matching contributions to the WestRock Company 401(k) Retirement Savings Plan in Common Stock effective July 1, 2020 and ending September 30, 2021 (final period funded in October 2021).

Supplemental Retirement Plans

We have Supplemental Plans that are nonqualified deferred compensation plans. We intend to provide participants with an opportunity to supplement their retirement income through deferral of current compensation. Amounts deferred and payable under the Supplemental Plans are our unsecured obligations and rank equally with our other unsecured and unsubordinated indebtedness outstanding. Participants’ accounts are credited with investment gains and losses under the Supplemental Plans in accordance with the participant’s investment election or elections (or default election or elections) as in effect from time to time. At September 30, 2022, the Supplemental Plans had assets totaling $140.9 million that are recorded at market value, and liabilities of $138.7 million. The investment alternatives available under the Supplemental Plans are generally similar to investment alternatives available under 401(k) plans. The amount of expense we recorded for the current fiscal year and the preceding two fiscal years was not significant.

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Income Taxes

12 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 6. Income Taxes

The components of income (loss) before income taxes are as follows (in millions):

	Year Ended September 30,
	2022		2021		2020
United States	$	860.4	$	822.4	$	(440.7	)
Foreign		358.4		263.5		(81.9	)
Income (loss) before income taxes	$	1,218.8	$	1,085.9	$	(522.6	)

Income tax expense consists of the following components (in millions):

	Year Ended September 30,
	2022			2021			2020
Current income taxes:
Federal	$	205.2		$	171.2		$	31.6
State		44.9			27.2			23.5
Foreign		116.1			78.4			66.8
Total current expense		366.2			276.8			121.9
Deferred income taxes:
Federal		(67.3	)		(39.0	)		42.4
State		(16.2	)		(10.2	)		6.2
Foreign		(13.1	)		15.8			(7.0	)
Total deferred (benefit) expense		(96.6	)		(33.4	)		41.6
Total income tax expense	$	269.6		$	243.4		$	163.5

During fiscal 2022, 2021 and 2020, cash paid for income taxes, net of refunds, was $335.2 million, $271.9 million and $147.2 million, respectively.

The differences between the statutory federal income tax rate and our effective income tax rate are as follows:

	Year Ended September 30,
	2022			2021			2020 (1)
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Foreign rate differential		2.1			0.9			(1.1	)
Adjustment and resolution of federal, state and foreign tax    uncertainties		(0.4	)		0.1			2.7
State taxes, net of federal benefit		1.6			2.0			(0.3	)
Excess tax benefit related to stock compensation		0.1			0.2			(0.5	)
Research and development and other tax credits, net of    reserves		(1.2	)		(0.5	)		3.7
(Loss) income attributable to noncontrolling interest		(0.1	)		0.1			0.1
Change in valuation allowance		0.7			2.8			(4.1	)
Goodwill impairment		—			—			(51.2	)
Nontaxable increased cash surrender value		—			(1.1	)		1.3
Withholding taxes		0.5			0.2			(0.7	)
Foreign derived intangible income		(1.0	)		(1.2	)		1.3
Deferred rate change		(0.6	)		(1.0	)		(1.8	)
Brazilian net worth deduction		(1.1	)		(0.7	)		1.7
Other, net		0.5			(0.4	)		(3.4	)
Effective tax rate		22.1	%		22.4	%		(31.3	)%

(1)The negative tax rate for fiscal year 2020 is the result of applying total income tax expense to the loss before income taxes. The signs within the table are consequently the opposite compared to fiscal 2022 and 2021.

The tax effects of temporary differences that give rise to deferred income tax assets and liabilities consist of the following (in millions):

	September 30,
	2022		2021
Deferred income tax assets:
Accruals and allowances	$	—	$	6.7
Employee related accruals and allowances		107.6		119.0
State net operating loss carryforwards, net of federal benefit		43.6		57.5
State credit carryforwards, net of federal benefit		89.7		84.9
Federal and foreign net operating loss carryforwards		165.8		193.6
Restricted stock and options		26.7		30.2
Lease liabilities		177.4		177.1
Other		44.6		42.1
Total		655.4		711.1
Deferred income tax liabilities:
Accruals and allowances		9.0		—
Property, plant and equipment		1,669.5		1,805.2
Deductible intangibles and goodwill		724.1		796.6
Inventory reserves		261.4		243.5
Deferred gain		272.8		272.8
Basis difference in joint ventures		35.9		32.9
Pension		2.7		36.3
Right-of-use assets		166.1		164.9
Total		3,141.5		3,352.2
Valuation allowances		248.8		277.5
Net deferred income tax liability	$	2,734.9	$	2,918.6

Deferred taxes are recorded as follows in the consolidated balance sheets (in millions):

	September 30,
	2022		2021
Long-term deferred tax asset (1)	$	27.0	$	25.8
Long-term deferred tax liability		2,761.9		2,944.4
Net deferred income tax liability	$	2,734.9	$	2,918.6

(1)The long-term deferred tax asset is presented in Other assets on the consolidated balance sheets.

At September 30, 2022 and 2021, we had gross U.S. federal net operating losses of approximately $1.2 million and $2.7 million, respectively. These loss carryforwards expire in fiscal 2031.

At September 30, 2022 and 2021, we had gross state and local net operating losses, of approximately $969 million and $1,190 million, respectively. These loss carryforwards generally expire between fiscal 2023 and 2041. The tax effected values of these net operating losses are $43.6 million and $57.5 million at September 30, 2022 and 2021, respectively, exclusive of valuation allowances of $17.7 million and $20.4 million at September 30, 2022 and 2021, respectively.

At September 30, 2022 and 2021, gross net operating losses for foreign reporting purposes of approximately $667.2 million and $779.1 million, respectively, were available for carryforward. A majority of these loss carryforwards generally expire between fiscal 2023 and 2041, while a portion have an indefinite carryforward. The tax effected values of these net operating losses are $165.5 million and $193.0 million at September 30, 2022 and 2021, respectively, exclusive of valuation allowances of $143.8 million and $177.6 million at September 30, 2022 and 2021, respectively.

At September 30, 2022 and 2021, we had state tax credit carryforwards of $89.7 million and $84.9 million, respectively. These state tax credit carryforwards generally expire within 5 to 10 years; however, certain state

credits can be carried forward indefinitely. Valuation allowances of $81.1 million and $76.3 million at September 30, 2022 and 2021, respectively, have been provided on these assets. These valuation allowances have been recorded due to uncertainty regarding our ability to generate sufficient taxable income in the appropriate taxing jurisdiction.

The following table represents a summary of the valuation allowances against deferred tax assets for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	277.5		$	257.5		$	218.0
Increases		12.3			22.2			46.2
Reductions		(41.0	)		(2.2	)		(6.7	)
Balance at end of fiscal year	$	248.8		$	277.5		$	257.5

Consistent with prior years, we consider a portion of our earnings from certain foreign subsidiaries as subject to repatriation and we provide for taxes accordingly. However, we consider the unremitted earnings and all other outside basis differences from all other foreign subsidiaries to be indefinitely reinvested. Accordingly, we have not provided for any taxes that would be due.

As of September 30, 2022, we estimate our outside basis difference in foreign subsidiaries that are considered indefinitely reinvested to be approximately $1.2 billion. The components of the outside basis difference are comprised of acquisition accounting adjustments, undistributed earnings, and equity components. In the event of a distribution in the form of dividends or dispositions of the subsidiaries, we may be subject to incremental U.S. income taxes, subject to an adjustment for foreign tax credits, and withholding taxes or income taxes payable to the foreign jurisdictions. As of September 30, 2022, the determination of the amount of unrecognized deferred tax liability related to any remaining undistributed foreign earnings not subject to the transition tax and additional outside basis differences is not practicable.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	199.5		$	206.7		$	224.3
Additions for tax positions taken in current year (1)		1.8			2.7			5.0
Additions for tax positions taken in prior fiscal years		27.6			10.8			11.7
Reductions for tax positions taken in prior fiscal years (1)		—			—			(16.7	)
Reductions due to settlement		(0.8	)		—			—
(Reductions) additions for currency translation adjustments		(1.1	)		1.5			(8.8	)
Reductions as a result of a lapse of the applicable statute of    limitations		(31.5	)		(22.2	)		(8.8	)
Balance at end of fiscal year	$	195.5		$	199.5		$	206.7

(1)Reductions taken in fiscal 2020 include primarily positions taken related to foreign subsidiaries.

As of September 30, 2022 and 2021, the total amount of unrecognized tax benefits was approximately $195.5 million and $199.5 million, respectively, exclusive of interest and penalties. Of these balances, as of September 30, 2022 and 2021, if we were to prevail on all unrecognized tax benefits recorded, approximately $188.1 million and $188.7 million, respectively, would benefit the effective tax rate. We regularly evaluate, assess and adjust the related liabilities in light of changing facts and circumstances, which could cause the effective tax rate to fluctuate from period to period. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results of operations in future periods depending upon their ultimate resolution. See “Note 17. Commitments and Contingencies — Brazil Tax Liability”.

As of September 30, 2022 and 2021, we had liabilities of $85.0 million and $79.7 million, respectively, related to estimated interest and penalties for unrecognized tax benefits. Our results of operations for fiscal 2022, 2021 and 2020 include expense of $3.8 million, $4.4 million and $6.6 million, respectively, net of indirect benefits, related to estimated interest and penalties with respect to the liability for unrecognized tax benefits. As of September 30,

2022, it is reasonably possible that our unrecognized tax benefits will decrease by up to $30.1 million in the next 12 months due to expiration of various statutes of limitations and settlement of issues.

We file federal, state and local income tax returns in the U.S. and various foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal income tax examinations by tax authorities for years prior to fiscal 2018 and state and local income tax examinations by tax authorities for years prior to fiscal 2011. We are no longer subject to non-U.S. income tax examinations by tax authorities for years prior to fiscal 2009, except for Brazil for which we are not subject to tax examinations for years prior to 2006. While we believe our tax positions are appropriate, they are subject to audit or other modifications and there can be no assurance that any modifications will not materially and adversely affect our results of operations, financial condition or cash flows.

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Segment Information

12 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Segment Information

Note 7. Segment Information

Effective October 1, 2021, we reorganized our reportable segments due to changes in our organizational structure and how our CODM makes key operating decisions, allocates resources and assesses the performance of our business. We believe the new segments provide greater visibility into the vertical integration between our mills and converting operations as well as the value of a diversified portfolio of assets, and helps us highlight the performance of our portfolio. Our reportable segments now are:

•Corrugated Packaging, which consists of our integrated corrugated converting operations and generates its revenues primarily from the sale of corrugated containers and other corrugated products;

•Consumer Packaging, which consists of our integrated consumer converting operations and generates its revenues primarily from the sale of consumer packaging products such as folding cartons and interior partitions;

•Global Paper, which consists of our commercial paper operations and generates its revenues primarily from the sale of containerboard and paperboard to external customers; and

•Distribution, which consists of our distribution and display assembly operations and generates its revenues primarily from the distribution of packaging products and assembly of display products.

We determined our operating segments based on the products and services we offer. Our operating segments are consistent with our internal management structure, and we do not aggregate operating segments. We report the benefit of vertical integration with our mills in each reportable segment that ultimately sells the associated paper and packaging products to our external customers. We account for intersegment sales at prices that approximate market prices.

Effective October 1, 2021, Adjusted EBITDA is our measure of segment profitability in accordance with ASC 280, “Segment Reporting” because it is used by our CODM to make decisions regarding allocation of resources and to assess segment performance. Certain items are not allocated to our operating segments and, thus, the information that our CODM uses to make operating decisions and assess performance does not reflect such amounts. These items can be found in the selected operating data table below after Adjusted EBITDA. Management believes excluding these items is useful in the evaluation of operating performance from period to period because they are not representative of our ongoing operations or are items our CODM does not consider part of our reportable segments. We have recast prior periods presented to conform with the new segment structure. These changes did not impact our consolidated financial statements. In connection with the reorganization of our reportable segments, we changed the amount of previously non-allocated expenses.

Prior to the reorganization, the Company had two reportable segments: Corrugated Packaging and Consumer Packaging. Prior to the completion of our monetization program in fiscal 2020, we had a third reportable segment, Land and Development, which previously sold real estate, primarily in the Charleston, SC region.

Some of our operations are located in locations such as Canada, Latin America, EMEA and Asia Pacific. The table below reflects financial data of our foreign operations for each of the past three fiscal years, some of which were transacted in U.S. dollars (in millions):

	Years Ended September 30,
	2022		2021		2020
Net sales (unaffiliated customers):
U.S.	$	17,361.5	$	15,317.2	$	14,508.9
Canada		1,325.1		1,210.4		1,124.7
Latin America		1,045.6		745.4		611.1
EMEA		1,150.5		1,106.0		1,014.0
Asia Pacific		373.8		367.1		320.1
Total	$	21,256.5	$	18,746.1	$	17,578.8

	Years Ended September 30,
	2022		2021		2020
Long-lived assets:
U.S.	$	9,278.2	$	9,654.6	$	9,962.5
Canada		391.4		413.0		382.1
Latin America		719.0		725.8		639.9
EMEA		320.4		364.9		362.8
Asia Pacific		72.0		87.8		90.2
Total	$	10,781.0	$	11,246.1	$	11,437.5

The accounting policies of the reportable segments are the same as those described in “Note 1. Description of Business and Summary of Significant Accounting Policies”. We account for intersegment sales at prices that approximate market prices. For segment reporting purposes, we include our equity in income of unconsolidated entities in Adjusted EBITDA, as well the related investments in segment identifiable assets. These amounts are included in the segment tables that follow.

The following tables show selected financial data for our segments (in millions):

	Years Ended September 30,
	2022			2021			2020
Net sales (aggregate):
Corrugated Packaging	$	9,307.6		$	8,400.5		$	7,790.2
Consumer Packaging		4,965.2			4,433.9			4,190.4
Global Paper		5,930.2			4,983.0			4,749.6
Distribution		1,418.9			1,254.8			1,102.4
Land and Development		—			—			18.9
Total	$	21,621.9		$	19,072.2		$	17,851.5
Less net sales (intersegment):
Corrugated Packaging	$	328.0		$	305.3		$	250.0
Consumer Packaging		27.8			20.3			20.2
Distribution		9.6			0.5			2.5
Total	$	365.4		$	326.1		$	272.7
Net sales (unaffiliated customers):
Corrugated Packaging	$	8,979.6		$	8,095.2		$	7,540.2
Consumer Packaging		4,937.4			4,413.6			4,170.2
Global Paper		5,930.2			4,983.0			4,749.6
Distribution		1,409.3			1,254.3			1,099.9
Land and Development		—			—			18.9
Total	$	21,256.5		$	18,746.1		$	17,578.8
Adjusted EBITDA:
Corrugated Packaging	$	1,386.7		$	1,394.0		$	1,474.2
Consumer Packaging		829.2			720.8			660.7
Global Paper		1,246.4			883.7			701.9
Distribution		79.7			68.8			48.7
Total		3,542.0			3,067.3			2,885.5
Depreciation, depletion and amortization		(1,488.6	)		(1,460.0	)		(1,487.0	)
Gain on sale of certain closed facilities		18.6			0.9			15.6
Multiemployer pension withdrawal (expense) income		(0.2	)		2.9			1.1
Mineral rights impairment		(26.0	)		—			—
Restructuring and other costs		(401.6	)		(31.5	)		(112.7	)
Goodwill impairment		—			—			(1,333.2	)
Non-allocated expenses		(82.6	)		(68.1	)		(73.3	)
Interest expense, net		(318.8	)		(372.3	)		(393.5	)
Loss on extinguishment of debt		(8.5	)		(9.7	)		(1.5	)
Other (expense) income, net		(11.0	)		10.9			9.5
Other adjustments		(4.5	)		(54.5	)		(33.1	)
Income (loss) before income taxes	$	1,218.8		$	1,085.9		$	(522.6	)

	Years Ended September 30,
	2022			2021		2020
Depreciation, depletion and amortization:
Corrugated Packaging	$	683.0		$	674.5	$	674.8
Consumer Packaging		349.5			352.2		345.4
Global Paper		425.1			405.9		439.1
Distribution		27.3			23.6		23.5
Corporate		3.7			3.8		4.2
Total	$	1,488.6		$	1,460.0	$	1,487.0
Other adjustments:
Corrugated Packaging	$	(4.8	)	$	13.3	$	6.3
Consumer Packaging		7.7			11.7		16.3
Global Paper		(0.6	)		3.3		11.9
Distribution		—			0.6		—
Land and Development		—			—		(1.4	)
Corporate		2.2			25.6		—
Total	$	4.5		$	54.5	$	33.1
Equity in income (loss) of unconsolidated entities:
Corrugated Packaging	$	70.3		$	36.7	$	12.6
Consumer Packaging		3.4			4.0		2.8
Global Paper		(0.8	)		0.2		0.4
Total	$	72.9		$	40.9	$	15.8

In fiscal 2020, we received the remaining $32.3 million of insurance proceeds related to the extensive damage sustained at our containerboard and pulp mill located in Panama City, FL in October 2018 due to Hurricane Michael. The insurance proceeds were recorded as a reduction of cost of goods sold - $20.0 million in our Corrugated Packaging segment and $12.3 million in our Global Paper segment. The insurance proceeds received consisted of $11.7 million of business interruption recoveries and $20.6 million for direct costs and property damage. Our consolidated statements of cash flow for fiscal 2020 included $30.9 million in net cash provided by operating activities and $1.4 million of cash proceeds included in net cash used for investing activities related to Hurricane Michael. In addition, we had other minor amounts for various claims that were recorded as a reduction of cost of goods sold across our segments.

The following table shows selected financial data for our segments (in millions):

	Years Ended September 30,
	2022		2021		2020
Assets:
Corrugated Packaging	$	11,382.5	$	11,557.6	$	11,623.4
Consumer Packaging		6,704.5		6,757.3		6,535.8
Global Paper		7,039.2		7,527.6		7,549.5
Distribution		863.0		800.1		718.9
Assets held for sale		34.4		10.9		7.0
Corporate		2,381.9		2,600.8		2,345.1
Total	$	28,405.5	$	29,254.3	$	28,779.7
Intangibles, net:
Corrugated Packaging	$	648.4	$	765.9	$	889.1
Consumer Packaging		1,523.5		1,719.2		1,857.6
Global Paper		612.6		677.7		744.6
Distribution		136.1		156.0		175.9
Total	$	2,920.6	$	3,318.8	$	3,667.2
Capital expenditures:
Corrugated Packaging	$	370.4	$	331.4	$	389.9
Consumer Packaging		202.1		192.7		140.2
Global Paper		238.6		259.4		417.8
Distribution		6.1		1.3		0.3
Corporate		45.4		30.7		29.9
Total	$	862.6	$	815.5	$	978.1
Equity method investments:
Corrugated Packaging	$	479.3	$	434.4	$	414.2
Consumer Packaging		0.5		17.7		13.7
Global Paper		0.5		0.8		1.3
Corporate		0.1		0.4		0.4
Total	$	480.4	$	453.3	$	429.6

The Corrugated Packaging segment’s equity method investments primarily relate to our Grupo Gondi investment. Equity method investments are included in the consolidated balance sheets in Other assets. The investment in Grupo Gondi exceeded our proportionate share of the underlying equity in net assets by approximately $101.8 million and $105.7 million in fiscal 2022 and 2021, respectively. Approximately $35.2 million and $40.2 million remains amortizable to expense in Equity in income of unconsolidated entities over the estimated life of the underlying assets ranging from 10 to 15 years beginning with our investment in fiscal 2016. The Gondi investment is denominated in Mexican Pesos. See “Note 3. Acquisitions and Investments” for our announcement to acquire the remaining interest in Grupo Gondi.

Effective October 1, 2021, in connection with our segment reorganization and in accordance with ASC 350, we determined our new reporting units to be the same as our operating segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. We performed an interim quantitative goodwill impairment test for our new reporting units using procedures consistent with those described for our annual goodwill impairment testing. Each of our reporting units had a fair value that exceeded its carrying value by more than 10%. If we had concluded that it was appropriate to increase the discount rate we used by 100 basis points, the fair value of each of our reporting units would have continued to exceed its carrying value.

The changes in the carrying amount of goodwill for the fiscal years ended September 30, 2022, 2021 and 2020 are as follows (in millions):

	Legacy Reportable Segments						New Reportable Segments
	Corrugated Packaging			Consumer Packaging			Corrugated Packaging			Consumer Packaging			Global Paper			Distribution			Total
Balance as of Sep. 30, 2019
Goodwill	$	3,695.1		$	3,633.3		$	—		$	—		$	—		$	—		$	7,328.4
Accumulated impairment   losses		(0.1	)		(42.7	)		—			—			—			—			(42.8	)
		3,695.0			3,590.6			—			—			—			—			7,285.6
Goodwill impairment		—			(1,333.2	)		—			—			—			—			(1,333.2	)
Goodwill disposed of		—			(0.3	)		—			—			—			—			(0.3	)
Purchase price allocation    adjustments		14.3			(0.6	)		—			—			—			—			13.7
Translation adjustments		(35.8	)		32.2			—			—			—			—			(3.6	)
Balance as of Sep. 30, 2020
Goodwill		3,673.6			3,664.6			—			—			—			—			7,338.2
Accumulated impairment   losses		(0.1	)		(1,375.9	)		—			—			—			—			(1,376.0	)
		3,673.5			2,288.7			—			—			—			—			5,962.2
Goodwill disposed of		(16.4	)		—			—			—			—			—			(16.4	)
Translation adjustments		6.2			7.2			—			—			—			—			13.4
Balance as of Sep. 30, 2021
Goodwill		3,663.4			3,671.8			—			—			—			—			7,335.2
Accumulated impairment   losses		(0.1	)		(1,375.9	)		—			—			—			—			(1,376.0	)
		3,663.3			2,295.9			—			—			—			—			5,959.2
Segment recasting (1)		(3,663.3	)		(2,295.9	)		2,834.8			1,603.3			1,382.0			139.1			—
Goodwill acquired		—			—			3.2			—			—			—			3.2
Translation adjustments		—			—			(35.2	)		(14.9	)		(15.5	)		(1.6	)		(67.2	)
Balance as of Sep. 30, 2022
Goodwill	$	—		$	—		$	2,802.8		$	1,588.4		$	1,366.5		$	137.5		$	5,895.2

(1)Represents the reallocation of goodwill as a result of our October 1, 2021 segment change.

During the fourth quarter of fiscal 2022, we completed our annual goodwill impairment testing. Each of our reporting units had fair values that exceeded their respective carrying values by more than 15%. See “Note 1. Description of Business and Summary of Significant Accounting Policies — Goodwill and Long-Lived Assets” for a discussion of our fiscal 2022 impairment test.

In fiscal 2020, we recorded a $1,333.2 million pre-tax non-cash goodwill impairment in our legacy Consumer Packaging reportable segment. The impairment was primarily the result of expected lower volumes and cash flows related to certain external bleached paperboard end markets, including commercial print, tobacco and plate and cup stock markets. We had experienced significant declines in demand for those products that we believed were more systemic and our view of related growth and earnings opportunities had been diminished.

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Interest

12 Months Ended

Sep. 30, 2022

Interest Income (Expense), Net [Abstract]

Interest

Note 8. Interest

The components of interest expense, net is as follows (in millions):

	Years Ended September 30,
	2022			2021			2020
Interest expense	$	(375.6	)	$	(418.9	)	$	(465.5	)
Interest income		56.8			46.6			72.0
Interest expense, net	$	(318.8	)	$	(372.3	)	$	(393.5	)

Cash paid for interest, net of amounts capitalized, of $363.9 million, $384.7 million and $423.4 million were made during fiscal 2022, 2021 and 2020, respectively.

During fiscal 2022, 2021 and 2020, we capitalized interest of $11.1 million, $14.0 million and $24.6 million, respectively.

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Inventories

12 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Inventories

Note 9. Inventories

Inventories are as follows (in millions):

	September 30,
	2022			2021
Finished goods and work in process	$	1,102.4		$	972.7
Raw materials		1,135.9			888.1
Supplies and spare parts		529.6			536.4
Inventories at FIFO cost		2,767.9			2,397.2
LIFO reserve		(450.8	)		(223.9	)
Net inventories	$	2,317.1		$	2,173.3

It is impracticable to segregate the LIFO reserve between raw materials, finished goods and work in process. In fiscal 2022, 2021 and 2020, we reduced inventory quantities in some of our LIFO pools. These reductions result in liquidations of LIFO inventory quantities generally carried at lower costs prevailing in prior years as compared with the cost of the purchases in the respective fiscal years, the effect of which typically decreases cost of goods sold. Alternatively, higher costs prevailing in prior years increases costs of goods sold. The impact of the liquidations in fiscal 2022, 2021 and 2020 was not significant.

In fiscal 2022, we experienced higher inventory costs primarily due to inflation, the effect of which increased cost of goods sold and our LIFO reserve by $226.9 million.

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Property, Plant and Equipment

12 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Note 10. Property, Plant and Equipment

Property, plant and equipment consists of the following (in millions):

	September 30,
	2022			2021
Property, plant and equipment at cost:
Land and buildings	$	2,646.4		$	2,626.0
Machinery and equipment		16,592.5			15,853.1
Forestlands and mineral rights (1)		95.7			120.0
Transportation equipment		24.2			26.1
Leasehold improvements		103.4			93.9
		19,462.2			18,719.1
Less: accumulated depreciation, depletion and amortization		(9,380.8	)		(8,149.0	)
Property, plant and equipment, net	$	10,081.4		$	10,570.1

(1)In fiscal 2022, we recorded a $26.0 million pre-tax non-cash impairment of certain mineral rights. With the impairment, we have no remaining mineral rights.

Depreciation expense for fiscal 2022, 2021 and 2020 was $1,108.1 million, $1,069.7 million and $1,054.9 million, respectively. Accrued additions to property, plant and equipment at September 30, 2022, 2021 and 2020 were $223.2 million, $108.5 million and $85.0 million, respectively.

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Other Intangible Assets

12 Months Ended

Sep. 30, 2022

Other Intangible Assets [Abstract]

Other Intangible Assets

Note 11. Other Intangible Assets

The gross carrying amount and accumulated amortization relating to intangible assets, excluding goodwill, are as follows and reflect the removal of fully amortized intangible assets in the period fully amortized (in millions, except weighted avg. life):

			September 30,
			2022					2021
	Weighted Avg. Life (in years)		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships		15.6	$	4,888.5	$	(2,038.1	)	$	4,963.0	$	(1,724.3	)
Trademarks and tradenames		22.5		80.7		(26.2	)		80.4		(20.9	)
Technology and patents		11.8		24.4		(12.9	)		23.5		(9.4	)
License costs		15.8		0.3		(0.1	)		16.2		(15.1	)
Non-compete agreements		2.0		1.9		(1.1	)		1.9		(0.2	)
Other		29.5		3.5		(0.3	)		4.0		(0.3	)
Total		15.7	$	4,999.3	$	(2,078.7	)	$	5,089.0	$	(1,770.2	)

Estimated intangible asset amortization expense for the succeeding five fiscal years is as follows (in millions):

Fiscal 2023	$	340.2
Fiscal 2024	$	318.8
Fiscal 2025	$	304.1
Fiscal 2026	$	296.7
Fiscal 2027	$	292.9

Intangible amortization expense was $351.1 million, $360.6 million and $405.4 million during fiscal 2022, 2021 and 2020, respectively. We had other intangible amortization expense, primarily for packaging equipment leased to customers of $29.4 million, $29.7 million and $26.7 million during fiscal 2022, 2021 and 2020, respectively.

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Fair Value

12 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value

Note 12. Fair Value

Assets and Liabilities Measured or Disclosed at Fair Value

We disclose the fair value of our long-term debt in “Note 13. Debt” and the fair value of our pension and postretirement assets and liabilities in “Note 5. Retirement Plans”. We have, or from time to time may have, financial instruments recognized at fair value including Supplemental Plans, interest rate derivatives, commodity derivatives or other similar classes of assets or liabilities, the fair value of which are not significant. See “Note 1 — Description of Business and Summary of Significant Accounting Policies — Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities” for additional information.

Fiscal 2021 reflects a charge of $22.5 million associated with not exercising an option to purchase an additional equity interest in Grupo Gondi that was recorded in Other (expense) income, net.

Financial Instruments Not Recognized at Fair Value

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities.

Fair Value of Nonfinancial Assets and Nonfinancial Liabilities

As discussed in “Note 1. Description of Business and Summary of Significant Accounting Policies”, we measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. See “Note 7.

Segment Information” for a discussion of a $1,333.2 million pre-tax non-cash goodwill impairment of our legacy Consumer Packaging reportable segment recorded in fiscal 2020. See “Note 4. Restructuring and Other Costs” for impairments associated with restructuring activities labeled as "PP&E and related costs". In fiscal 2022, we recorded impairments associated with the closure of our Panama City, FL mill and the permanent closure of the corrugated medium manufacturing operations at the St. Paul, MN mill, and the impairment of a paper machine at our Evadale, TX mill in fiscal 2020. Fair value of the remaining Panama City, FL land, building and improvements was determined based on a third party appraisal. During fiscal 2022, 2021 and 2020, we did not have any significant non-goodwill or non-restructuring nonfinancial assets or nonfinancial liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial recognition other than the $26.0 million pre-tax non-cash impairment of certain mineral rights in fiscal 2022 that was driven by a lack of new leasing or development activity on our properties for an extended period of time, including pipeline delays. With the impairment, we have no remaining mineral rights.

Accounts Receivable Sales Agreements

We are a party to an accounts receivable sales agreement to sell to a third-party financial institution all of the short-term receivables generated from certain customer trade accounts. On September 16, 2022, we amended the then-existing $700.0 million facility to extend the maturity to September 15, 2023 (the “A/R Sales Agreement”) and addressed the transition from LIBOR to the Secure Overnight Funding Rate ("SOFR"). The terms of the A/R Sales Agreement limit the balance of receivables sold to the amount available to fund such receivables sold, thereby eliminating the receivable for proceeds from the financial institution at any transfer date. Transfers under the A/R Sales Agreement meet the requirements to be accounted for as sales in accordance with guidance in ASC 860.

We also have a similar facility that was amended on December 2, 2021 to increase the $88.5 million purchase limit to $110.0 million, establish the transition from LIBOR to SOFR at a future date and revise certain fees. The facility remains uncommitted and has a one-year term ending December 4, 2022. We expect to renew this facility prior to its maturity.

The customers from these facilities are not included in the Receivables Securitization Facility that is discussed in “Note 13. Debt”.

The following table represents a summary of these accounts receivable sales agreements for fiscal 2022 and 2021 (in millions):

	2022			2021
Receivable from financial institutions at beginning of fiscal year	$	—		$	—
Receivables sold to the financial institutions and derecognized		(2,954.8	)		(2,732.2	)
Receivables collected by financial institutions		2,896.0			2,655.6
Cash proceeds from financial institutions		58.8			76.6
Receivable from financial institutions at September 30,	$	—		$	—

Receivables sold under these accounts receivable sales agreements as of the respective balance sheet dates were approximately $724.7 million and $665.9 million as of September 30, 2022 and September 30, 2021, respectively.

Cash proceeds related to the receivables sold are included in Net cash provided by operating activities in the consolidated statements of cash flow in the accounts receivable line item. While the expense recorded in connection with the sale of receivables may vary based on current rates and levels of receivables sold, the expense recorded in connection with the sale of receivables was $20.4 million, $11.1 million and $12.7 million in fiscal 2022, 2021 and 2020, respectively, and is recorded in Other (expense) income, net in the consolidated statements of operations. Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collections services related to the transferred assets. The associated servicing liability is not material given the high credit quality of the customers underlying the receivables and the anticipated short collection period.

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Debt

12 Months Ended

Sep. 30, 2022

Debt [Abstract]

Debt

Note 13. Debt

The public bonds issued by WRKCo, RKT and MWV are guaranteed by WestRock and have cross-guarantees between the three companies. The public bonds are unsecured, unsubordinated obligations that rank equally in right of payment with all of our existing and future unsecured, unsubordinated obligations. The bonds are effectively subordinated to any of our existing and future secured debt to the extent of the value of the assets securing such debt and to the obligations of our non-debtor/guarantor subsidiaries. The industrial development bonds associated with the finance lease obligations of MWV are guaranteed by the Company and certain of its subsidiaries. At September 30, 2022, all of our debt was unsecured with the exception of our Receivables Securitization Facility (as defined below) and finance lease obligations.

As noted below, we have been addressing the LIBOR transition in our applicable debt facilities and have completed the transition on all of our significant facilities. We expect to complete the last facility prior to the June 30, 2023 deadline when the remaining rates cease publication. See below for additional information regarding changes to certain facilities.

The following were individual components of debt (in millions, except percentages):

	September 30, 2022					September 30, 2021
	Carrying Value		Weighted Avg Interest Rate			Carrying Value		Weighted Avg Interest Rate
Public bonds due fiscal 2023 to 2028	$	3,433.4		4.0	%	$	3,778.2		4.0	%
Public bonds due fiscal 2029 to 2033		2,753.3		4.5	%		2,766.5		4.5	%
Public bonds due fiscal 2037 to 2047		177.8		6.2	%		178.2		6.2	%
Revolving credit and swing facilities		286.3		1.9	%		270.0		1.1	%
Term loan facilities		598.2		3.1	%		598.9		3.0	%
International and other debt		127.6		12.8	%		225.1		4.8	%
Finance lease obligations		287.5		4.2	%		264.1		4.1	%
Vendor financing and commercial card    programs		123.1	N/A				113.1	N/A
Total debt		7,787.2		4.2	%		8,194.1		4.0	%
Less: current portion of debt		212.2					168.8
Long-term debt due after one year	$	7,575.0				$	8,025.3

On March 22, 2022, we redeemed $350 million aggregate principal amount of our 4.00% senior notes due March 2023 primarily using borrowings under our Receivables Securitization Facility (as hereinafter defined) and recorded an $8.2 million loss on extinguishment of debt.

On September 10, 2021, we redeemed $400 million aggregate principal amount of our 4.900% senior notes due March 2022 using cash and cash equivalents and recorded a $8.6 million loss on extinguishment of debt.

A portion of the debt classified as long-term may be paid down earlier than scheduled at our discretion without penalty. Our credit facilities contain certain restrictive covenants, including a covenant to satisfy a debt to capitalization ratio. We test and report our compliance with all of these covenants as required by these facilities and were in compliance with them at September 30, 2022. The carrying value of our debt includes the fair value step-up of debt acquired in mergers and acquisitions, and the weighted average interest rate includes the fair value step up. At September 30, 2022, excluding the step-up, the weighted average interest rate on total debt was 4.5%. At September 30, 2022, the unamortized fair market value step-up was $175.1 million, which will be amortized over a weighted average remaining life of 9.8 years. At September 30, 2022, we had $57.1 million of outstanding letters of credit not drawn upon. At September 30, 2022, we had approximately $3.7 billion of availability under long-term committed credit facilities and cash and cash equivalents, excluding the $1.0 billion Delayed Draw Term Loan that we plan to use to acquire the remaining 67.7% interest in Grupo Gondi. This liquidity may be used to provide for ongoing working capital needs and for other general corporate purposes including acquisitions, dividends and stock repurchases.

The estimated fair value of our debt was approximately $7.3 billion and $9.0 billion as of September 30, 2022 and September 30, 2021, respectively. The fair value of our long-term debt is categorized as level 2 within the fair value hierarchy and is primarily either based on quoted prices for those or similar instruments, or approximate their carrying amount, as the variable interest rates reprice frequently at observable current market rates.

During fiscal 2022, 2021 and 2020, amortization of debt issuance costs charged to interest expense were $7.3 million, $8.3 million and $8.2 million, respectively.

Public Bonds / Notes Issued

At September 30, 2022 and September 30, 2021, the face value of our public bond obligations outstanding were $6.2 billion and $6.6 billion, respectively.

In June 2020, WRKCo issued $600.0 million aggregate principal amount of its 3.00% Senior Notes due 2033 (the “June 2033 Notes”) in a registered offering pursuant to the Company’s automatic shelf registration statement on Form S-3 under the Securities Act of 1933, as amended, (the “Securities Act”). The June 2033 Notes are the unsecured unsubordinated obligations of WRKCo, ranking equally with all of WRKCo’s other existing and future unsecured, unsubordinated obligations. The June 2033 Notes will be effectively subordinated to any of WRKCo’s existing and future secured obligations to the extent of the value of the assets securing such obligations and to the obligations of the non-debtor/guarantor subsidiaries of WRKCo. The Guarantor Subsidiaries guaranteed WRKCo’s obligations under the June 2033 Notes. We may redeem the June 2033 Notes, in whole or in part, at any time at specified redemption prices, plus accrued and unpaid interest, if any. The proceeds from the issuance of the June 2033 Notes were primarily used to repay the $100.0 million principal amount of MWV’s 9.75% notes due June 2020 and reduce outstanding indebtedness under our then existing receivables securitization facility and revolving credit facility.

Revolving Credit Facilities

Revolving Credit Facility

On July 7, 2022, we terminated our then-existing $2.3 billion unsecured revolving credit facility entered into on July 1, 2015 and as subsequently amended as well as the commitments thereunder (the “Prior Revolving Credit Facility”). At September 30, 2021, there were no amounts outstanding under the Prior Revolving Credit Facility.

On the same date, we entered into a credit agreement (the "Revolving Credit Agreement") that included a five-year senior unsecured revolving credit facility in an aggregate amount of $2.3 billion, consisting of a $1.8 billion U.S. revolving facility and a $500 million multicurrency revolving facility (collectively, the “Revolving Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent and multicurrency agent. The Revolving Credit Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the credit agreement. At September 30, 2022, there were no amounts outstanding under the facility.

Loans under the Revolving Credit Facility may be drawn in U.S. dollars, Canadian dollars, Euro and Pounds Sterling. At our option, loans under the Revolving Credit Facility will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate, (b) in the case of loans denominated in Canadian dollars, one of CDOR, the U.S. Base Rate or the Canadian Prime Rate, (c) in the case of loans denominated in Euro, EURIBOR and (d) in the case of loans denominated in Pounds Sterling, SONIA, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.500% per annum (for Term SOFR loans, CDOR loans, EURIBOR loans and SONIA loans) or between 0.000% per annum and 0.500% per annum (for alternate base rate loans, U.S. Base Rate loans and Canadian Prime Rate loans), based upon the Company’s corporate credit ratings or the Leverage Ratio (as each of these terms is defined in the Revolving Credit Agreement) whichever yields a lower applicable interest rate margin at such time. Term SOFR loans will be subject to a credit spread adjustment equal to 0.100% per annum. In addition, unused revolving commitments under the Revolving Credit Facility will accrue a commitment fee that will fluctuate between 0.080% per annum and 0.225% per annum, based upon the Company’s corporate credit ratings or the Leverage Ratio (whichever yields a lower applicable commitment fee rate) at such time.

European Revolving Credit Facilities

On July 7, 2022, we terminated our then-existing three-year unsecured €600.0 million European revolving credit facility with Coöperatieve Rabobank U.A., New York Branch, as administrative agent, entered into on February 26, 2021 and as subsequently amended as well as the commitments thereunder. At September 30, 2021, we had borrowed $270.0 million under the then-existing facility.

On the same date, we entered into a credit agreement (the "European Revolving Credit Agreement") with Coöperatieve Rabobank U.A., New York Branch, as administrative agent. The European Revolving Credit Agreement provides for a three-year senior unsecured revolving credit facility in an aggregate amount of €700.0 million and includes an incremental €100.0 million accordion feature (the “European Revolving Credit Facility”). The European Revolving Credit Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the credit agreement. At September 30, 2022, we had borrowed $265.0 million under the facility.

Loans under the European Revolving Credit Facility may be drawn in U.S. dollars, Euro and Pounds Sterling. At our option, loans under the European Revolving Credit Facility will bear interest at (a) in the case of loans denominated in U.S. dollars, either Term SOFR or an alternate base rate, (b) in the case of loans denominated in Euro, EURIBOR and (c) in the case of loans denominated in Pounds Sterling, SONIA, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.625% per annum (for Term SOFR loans, EURIBOR loans and SONIA loans) or between 0.000% per annum and 0.625% per annum (for alternate base rate loans), based upon the Company’s corporate credit ratings at such time. Term SOFR loans will be subject to a credit spread adjustment equal to 0.100% per annum. In addition, unused revolving commitments under the European Revolving Credit Facility will accrue a commitment fee that will fluctuate between 0.100% per annum and 0.275% per annum, based upon the Company’s corporate credit ratings at such time. Loans under the European Revolving Credit Facility may be prepaid at any time without premium.

Term Loan Facilities

Farm Loan Credit Facilities

On September 27, 2019, we entered into a credit agreement (and as subsequently amended) with CoBank ACB, as administrative agent, that replaced our then-existing facility. The facility provided for a seven-year senior unsecured term loan in an aggregate principal amount of $600 million (the “Prior Farm Loan Credit Facility”). The carrying value of this facility at September 30, 2021 was $598.9 million.

On July 7, 2022, we entered into an amended and restated credit agreement that amends and restates the Prior Farm Loan Credit Agreement (the “Farm Credit Facility Agreement”) with CoBank, ACB, as administrative agent. The Farm Credit Facility Agreement provides for a seven-year senior unsecured term loan facility in an aggregate principal amount of $600 million (the “Farm Credit Facility”). At any time, we have the ability to request an increase in the principal amount by up to $400 million by written notice. The Farm Credit Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the credit agreement. The carrying value of this facility at September 30, 2022 was $598.2 million.

At our option, loans issued under the Farm Credit Facility will bear interest at either Term SOFR or an alternate base rate, in each case plus an applicable interest rate margin that will fluctuate between 1.650% per annum and 2.275% per annum (for Term SOFR loans) or between 0.650% per annum and 1.275% per annum (for alternate base rate loans), based upon the Company’s corporate credit ratings or the Leverage Ratio (as each of these terms is defined in the Farm Credit Facility Agreement) whichever yields a lower applicable interest rate margin at such time. In addition, Term SOFR loans will be subject to a credit spread adjustment equal to 0.100% per annum.

Delayed Draw Term Facility

On August 18, 2022, we amended the Revolving Credit Agreement (the "Amended Credit Agreement") to add an unsecured delayed draw term loan facility with an aggregate principal amount of up to $1.0 billion (the "Delayed Draw Term Facility") that may be drawn in a single draw through May 31, 2023. Proceeds drawn under the Delayed Draw Term Facility are planned to be used to acquire the remaining 67.7% interest in Grupo Gondi. The Delayed

Draw Term Facility is guaranteed by WestRock Company and certain of its subsidiaries as set forth in the Amended Credit Agreement. At September 30, 2022, there were no amounts outstanding under the facility.

At our option, a loan under the Delayed Draw Term Facility will bear interest at either Term SOFR or an alternate base rate, in each case plus an applicable interest rate margin that will fluctuate between 0.875% per annum and 1.500% per annum for a Term SOFR loan or between 0.000% per annum and 0.500% per annum for an alternate base rate loan based upon the Company’s corporate credit ratings or the Leverage Ratio (as defined in the Amended Credit Agreement), whichever yields a lower applicable interest rate margin, at such time. A Term SOFR loan will be subject to a credit spread adjustment equal to 0.100% per annum. Any loan under the Delayed Draw Term Facility may be prepaid at any time without premium, and it may not be reborrowed.

Other Term Loans

At September 30, 2020, there was $648.9 million outstanding on the five-year unsecured term loan we entered into with Wells Fargo, as administrative agent, on March 7, 2018. During the first quarter of fiscal 2021, we paid off the term loan primarily using cash on hand.

On June 7, 2019, we entered into a $300.0 million credit agreement providing for a five-year unsecured term loan with Bank of America, N.A., as administrative agent. The facility was scheduled to mature on June 7, 2024. In fiscal 2021, we repaid the $300.0 million outstanding at September 30, 2020 using cash and cash equivalents which resulted in the facility being terminated.

Receivables Securitization Facility

On March 12, 2021, we amended our existing $700.0 million receivables securitization agreement (the “Receivables Securitization Facility”), extended the maturity to March 11, 2024 and established the transition to SOFR at a future date from a blend of the market rate for asset-backed commercial paper and the one-month LIBOR rate plus a credit spread, and revised certain fees. The current borrowing rate consists of a blend of the market rate for asset-backed commercial paper and the one-month LIBOR rate plus a credit spread of 0.90%. The commitment fee was 0.35% and 0.35% as of September 30, 2022 and September 30, 2021, respectively. At September 30, 2022 and September 30, 2021, maximum available borrowings, excluding amounts outstanding under the Receivables Securitization Facility, were $700.0 million and $690.3 million, respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at September 30, 2022 and September 30, 2021 were approximately $1,390.5 million and $1,318.4 million, respectively. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the Receivables Securitization Facility. At September 30, 2022 and September 30, 2021 there were no amounts outstanding under this facility.

Borrowing availability under this facility is based on the eligible underlying accounts receivable and compliance with certain covenants. The agreement governing the Receivables Securitization Facility contains restrictions, including, among others, on the creation of certain liens on the underlying collateral. We test and report our compliance with these covenants monthly; we were in compliance with all of these covenants at September 30, 2022. The Receivables Securitization Facility includes certain restrictions on what constitutes eligible receivables under the facility and allows for the exclusion of eligible receivables of specific obligors each calendar year subject to the following restrictions: (i) the aggregate of excluded receivables may not exceed 7.5% of eligible receivables under the Receivables Securitization Facility and (ii) the excluded receivables of each obligor may not exceed 2.5% of the aggregate outstanding balance.

Commercial Paper Program

On December 7, 2018, we established an unsecured commercial paper program with WRKCo as the issuer. Under the program, we may issue short-term unsecured commercial paper notes in an aggregate principal amount at any time not to exceed $1.0 billion with up to 397-day maturities. The program has no expiration date and can be terminated by either the agent or us with not less than 30 days’ notice. Our Revolving Credit Facility is (and, prior to July 7, 2022, the Prior Revolving Credit Facility was) intended to backstop the commercial paper program.

Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. At September 30, 2022 and 2021, there was no amount outstanding.

International and Other Debt

Brazil Export Credit Note

On January 18, 2021, we entered into a credit agreement to provide for R$500.0 million of a senior unsecured term loan of WestRock Celulose, Papel E Embalagens Ltda. (a subsidiary of the Company), as borrower, and the Company, as guarantor. The outstanding amount of the principal will be repaid in equal, semiannual installments beginning on January 19, 2023 until the facility matures on January 19, 2026. The proceeds borrowed are to be used to support the production of goods or acquisition of inputs that are essential or ancillary to export activities. Loans issued under the facility will bear interest at a floating rate based on Brazil’s Certificate of Interbank Deposit rate plus a spread of 2.50%. At September 30, 2022 and 2021, there was R$500.0 million ($92.7 million) outstanding and R$500.0 million ($92.3 million) outstanding, respectively.

Brazil Delayed Draw Credit Facilities

On April 10, 2019, we entered into a credit agreement to provide for R$750.0 million of senior unsecured term loans with an incremental R$250.0 million accordion feature to be repaid in equal, semiannual installments beginning on April 10, 2021 until maturity on April 10, 2024 (the “Brazil Delayed Draw Credit Facilities”). The proceeds of the Brazil Delayed Draw Credit Facilities were used to support the production of goods or acquisition of inputs essential or ancillary to export activities. On September 16, 2022, we repaid the facility in full, which resulted in the facility being terminated. The Brazil Delayed Draw Credit Facilities were senior unsecured obligations of Rigesa Celulose, Papel E Embalagens Ltda. (a subsidiary of the Company), as borrower, and the Company, as guarantor. Loans issued under the Brazil Delayed Draw Credit Facilities bore interest at a floating rate based on Brazil’s Certificate of Interbank Deposit rate plus a spread of 1.50%. At September 30, 2021, the carrying value of the facility was R$639.2 million ($118.0 million).

Aggregate Maturities of Debt

As of September 30, 2022, the aggregate maturities of debt, excluding finance lease obligations, for the succeeding five fiscal years and thereafter are as follows (in millions):

Fiscal 2023	$	178.6
Fiscal 2024		529.0
Fiscal 2025		893.8
Fiscal 2026		765.1
Fiscal 2027		501.1
Thereafter		4,498.5
Fair value of debt step-up, deferred financing costs and unamortized    bond discounts		133.6
Total	$	7,499.7

See “Note 14. Leases” of the Notes to Consolidated Financial Statements for the aggregate maturities of finance lease obligations for the succeeding five fiscal years and thereafter.

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Leases

12 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

Note 14. Leases

Components of Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases (in millions):

	Years Ended September 30,
	2022			2021			2020
Operating lease costs	$	218.1		$	211.0		$	201.2
Variable and short-term lease costs		122.8			104.6			105.5
Sublease income		(6.1	)		(8.9	)		(6.7	)
Finance lease cost:
Amortization of lease assets		15.1			9.6			10.5
Interest on lease liabilities		7.9			7.2			7.9
Total lease cost, net	$	357.8		$	323.5		$	318.4

Supplemental Balance Sheet Information Related to Leases

The table below presents the lease-related assets and liabilities recorded on the balance sheet (in millions):

		September 30,
	Consolidated Balance Sheet Caption	2022			2021
Operating leases:
Operating lease right-of-use asset	Other assets	$	699.6		$	676.0
Current operating lease liabilities	Other current liabilities	$	191.9		$	177.9
Noncurrent operating lease liabilities	Other long-term liabilities		551.1			537.9
Total operating lease liabilities		$	743.0		$	715.8
Finance leases:
Property, plant and equipment		$	177.4		$	143.2
Accumulated depreciation			(37.3	)		(28.3	)
Property, plant and equipment, net		$	140.1		$	114.9
Current finance lease liabilities	Current portion of debt	$	14.5		$	8.7
Noncurrent finance lease liabilities	Long-term debt due after one year		273.0			255.4
Total finance lease liabilities		$	287.5		$	264.1

Our finance lease portfolio includes certain assets that are either fully depreciated or transferred for which the lease arrangement requires a one-time principal repayment on the maturity date of the lease obligation.

Lease Term and Discount Rate

	September 30,
	2022			2021
Weighted average remaining lease term:
Operating leases	5.0 years			5.4 years
Finance leases	7.3 years			8.3 years
Weighted average discount rate:
Operating leases		2.7	%		2.4	%
Finance leases		4.2	%		4.1	%

Supplemental Cash Flow Information Related to Leases

The table below presents supplemental cash flow information related to leases (in millions):

	Years Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	214.8	$	227.0
Operating cash flows related to finance leases	$	8.8	$	8.3
Financing cash flows related to finance leases	$	14.8	$	9.1
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	184.6	$	160.9

Maturity of Lease Liabilities

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the balance sheet (in millions):

	September 30, 2022
	Operating Leases			Finance Leases			Total
Fiscal 2023	$	208.9		$	21.7		$	230.6
Fiscal 2024		174.8			20.9			195.7
Fiscal 2025		134.3			19.7			154.0
Fiscal 2026		101.2			16.8			118.0
Fiscal 2027		72.4			95.8			168.2
Thereafter		109.3			186.3			295.6
Total lease payments		800.9			361.2			1,162.1
Less: Interest (1)		(57.9	)		(73.7	)		(131.6	)
Present value of future lease payments	$	743.0		$	287.5		$	1,030.5

(1)Calculated using the interest rate for each lease.

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Special Purpose Entities

12 Months Ended

Sep. 30, 2022

Special Purpose Entities [Abstract]

Special Purpose Entities

Note 15. Special Purpose Entities

Pursuant to a sale of certain large-tract forestlands in 2007, a special purpose entity MWV Timber Notes Holding, LLC (“MWV TN”) received, and WestRock assumed upon the strategic combination of Rock-Tenn Company and MeadWestvaco Corporation’s respective businesses (the “Combination”), an installment note receivable in the amount of $398.0 million (“Timber Note”). The Timber Note does not require any principal payments until its maturity in October 2027 and bears interest at a rate approximating LIBOR. In addition, the Timber Note is supported by a bank-issued irrevocable letter of credit obtained by the buyer of the forestlands. The Timber Note is not subject to prepayment in whole or in part prior to maturity. The bank’s credit rating as of October 2022 was investment grade. We expect to complete the LIBOR transition for this installment note by the June 30, 2023 deadline when the rates cease publication.

Using the Timber Note as collateral, MWV TN received $338.3 million in proceeds under a secured financing agreement with a bank. Under the terms of the agreement, the liability from this transaction is non-recourse to the Company and is payable from the Timber Note proceeds upon its maturity in October 2027. As a result, the Timber Note is not available to satisfy any obligations of WestRock. MWV TN can elect to prepay at any time the liability in whole or in part, however, given that the Timber Note is not prepayable, MWV TN expects to only repay the liability at maturity from the Timber Note proceeds.

The Timber Note and the secured financing liability were fair valued on the opening balance sheet in connection with the Combination. As of September 30, 2022, the Timber Note was $379.4 million and is included within Restricted assets held by special purpose entities on the consolidated balance sheets and the secured financing liability was $329.5 million and is included within Non-recourse liabilities held by special purpose entities on the consolidated balance sheets.

Pursuant to the sale of MWV’s remaining U.S. forestlands, which occurred on December 6, 2013, another special purpose entity MWV Timber Notes Holding Company II, LLC (“MWV TN II”) received, and WestRock assumed upon the Combination, an installment note receivable in the amount of $860.0 million (the “Installment Note”). The Installment Note does not require any principal payments until its maturity in December 2023 and bears interest at a fixed rate of 5.207%. However, at any time during a 180-day period following receipt by the borrower of notice from us that we intend to withhold our consent to any amendment or waiver of this Installment Note that was requested by the borrower and approved by any eligible assignees, the borrower may prepay the Installment Note in whole but not in part for cash at 100% of the principal, plus accrued but unpaid interest, breakage, or other similar amount if any. As of September 30, 2022, no event had occurred that would allow for the prepayment of the Installment Note. We monitor the credit quality of the borrower and receive quarterly compliance certificates. The borrower’s credit rating as of October 2022 was investment grade.

Using the Installment Note as collateral, MWV TN II received $774.0 million in proceeds under a secured financing agreement with a bank. Under the terms of the agreement, the liability from this transaction is non-recourse to WestRock and is payable from the Installment Note proceeds upon its maturity in December 2023. As a result, the Installment Note is not available to satisfy any obligations of WestRock. MWV TN II can elect to prepay, at any time, the liability in whole or in part, with sufficient notice, but would avail itself of this provision only in the event the Installment Note was prepaid in whole or in part. The secured financing agreement however requires a mandatory repayment, up to the amount of cash received, if the Installment Note is prepaid in whole or in part.

The Installment Note and the secured financing liability were fair valued on the opening balance sheet in connection with the Combination. As of September 30, 2022, the Installment Note was $873.6 million and is included within Restricted assets held by special purpose entities on the consolidated balance sheets and the secured financing liability was $788.3 million and is included within Non-recourse liabilities held by special purpose entities on the consolidated balance sheets.

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Related Party Transactions

12 Months Ended

Sep. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Note 16. Related Party Transactions

We sell products to affiliated companies. Net sales to the affiliated companies for the fiscal years ended September 30, 2022, 2021 and 2020 were approximately $238.5 million, $237.7 million and $311.5 million, respectively. Accounts receivable due from the affiliated companies at September 30, 2022 and 2021 was $27.2 million and $33.5 million, respectively, and was included in Accounts receivable on our consolidated balance sheets.

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Commitments and Contingencies

12 Months Ended

Sep. 30, 2022

Commitments And Contingencies [Abstract]

Commitments and Contingencies

Note 17. Commitments and Contingencies

Capital Additions

Estimated costs for future purchases of fixed assets that we are obligated to purchase as of September 30, 2022 total approximately $371 million.

Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing processes involve discharges to water, air emissions, water intake and waste handling and disposal activities. These processes are subject to numerous federal, state, local and international environmental laws and regulations, as well as the requirements of environmental permits and similar authorizations issued by various governmental authorities. Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities. Additionally, the use and handling of various chemicals or hazardous materials require release prevention plans and emergency response procedures. Our integrated chemical pulping mills in the U.S. and Brazil are subject to numerous and more complex environmental programs and regulations,

but all of WestRock’s manufacturing facilities have environmental compliance obligations. We have incurred, and expect that we will continue to incur, significant capital, operating and other expenditures complying with applicable environmental laws and regulations including, for example, projects to replace and/or upgrade our air pollution control devices, wastewater treatment systems, and other environmental infrastructure. Changes in these laws, as well as litigation relating to these laws, could result in more stringent or additional environmental compliance obligations for the Company that may require additional capital investments or increase our operating costs.

We are involved in various administrative and other proceedings relating to environmental matters that arise in the normal course of business, and we may become involved in similar matters in the future. Although the ultimate outcome of these proceedings cannot be predicted and we cannot at this time estimate any reasonably possible losses based on available information, we do not believe that the currently expected outcome of any environmental proceedings and claims that are pending or threatened against us will have a material adverse effect on our results of operations, financial condition or cash flows.

We face potential liability under federal, state, local and international laws as a result of releases, or threatened releases, of hazardous substances into the environment from various sites owned and operated by third parties at which Company-generated wastes have allegedly been deposited. Generators of hazardous substances sent to off-site disposal locations at which environmental contamination exists, as well as the owners of those sites and certain other classes of persons, are liable for response costs for the investigation and remediation of such sites under Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) and analogous laws. While joint and several liability is authorized under CERCLA, liability is typically shared with other potentially responsible parties (“PRPs”) and costs are commonly allocated according to relative amounts of waste deposited and other factors.

In addition, certain of our current or former locations are being investigated or remediated under various environmental laws, including CERCLA. Based on information known to us and assumptions, we do not believe that the costs of these investigation and remediation projects will have a material adverse effect on our results of operations, financial condition or cash flows. However, the discovery of contamination or the imposition of additional obligations, including natural resources damages at these or other sites in the future, could impact our results of operations, financial condition or cash flows.

We believe that we can assert claims for indemnification pursuant to existing rights we have under certain purchase and other agreements in connection with certain remediation sites. In addition, we believe that we have insurance coverage, subject to applicable deductibles or retentions, policy limits and other conditions, for certain environmental matters. However, there can be no assurance that we will be successful with respect to any claim regarding these insurance or indemnification rights or that, if we are successful, any amounts paid pursuant to the insurance or indemnification rights will be sufficient to cover all our costs and expenses. We also cannot predict whether we will be required to perform remediation projects at other locations, and it is possible that our remediation requirements and costs could increase materially in the future and exceed current reserves. In addition, we cannot currently determine the impact that future changes in cleanup standards or federal, state or other environmental laws, regulations or enforcement practices will have on our results of operations, financial condition or cash flows.

As of September 30, 2022, we had $7.4 million reserved for environmental liabilities on an undiscounted basis, of which $1.5 million is included in Other long-term liabilities and $5.9 million is included in Other current liabilities on the consolidated balance sheets, including amounts accrued in connection with environmental obligations relating to manufacturing facilities that we have closed. We believe the liability for these matters was adequately reserved at September 30, 2022.

Climate Change

Climate change presents risks and uncertainties for us. With respect to physical risks, our physical assets and infrastructure, including our manufacturing operations, have been, and may be in future periods impacted by weather-related events such as hurricanes and floods, potentially resulting in items such as physical damage to our facilities and lost production. Unpredictable weather patterns also may result in supply chain disruptions and increased material costs, such as through impacts to virgin fiber supplies and prices, which may fluctuate during prolonged periods of heavy rain or drought or during tree disease or insect epidemics that may be caused by

variations in climate conditions. On the other hand, changes in climate also could result in more accommodating weather patterns for greater periods of time in certain areas, which may create favorable fiber market conditions. We incorporate a review of meteorological forecast data into our fiber procurement decisions and strategies. To the extent that severe weather-related risks materialize, and we are unprepared for them, we may incur unexpected costs, which could have a material effect on our results of operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely impacted.

Responses to climate change may result in regulatory risks as new laws and regulations aimed at reducing GHG emissions come into effect. These rules and regulations could take the form of cap-and-trade, carbon taxes, or GHG reductions mandates for utilities that could increase the cost of purchased electricity. New climate rules and regulations also may result in higher fossil fuel prices or fuel efficiency standards that could increase transportation costs. Certain jurisdictions in which we have manufacturing facilities or other investments have already taken actions to address climate change. In addition to these national efforts, some U.S. states in which we have manufacturing operations, including Washington, New York and Virginia, are taking measures to reduce GHG emissions, such as requiring GHG emissions reporting or developing regional cap-and-trade programs.

Several of our international facilities are located in countries that have already adopted GHG emissions trading programs. Other countries in which we conduct business, including China, European Union member states and India, have set GHG reduction targets in accordance with the agreement among over 170 countries that established the Paris Agreement, which became effective in November 2016 and which the United States formally rejoined in February 2021.

We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we monitor developments in climate related laws, regulations and policies to assess the potential impact of such developments on our results of operations, financial condition, cash flows and disclosure obligations. Compliance with climate programs may require future expenditures to meet GHG emission reduction obligations in future years. These obligations may include carbon taxes, the requirement to purchase GHG credits, or the need to acquire carbon offsets. Also, we may be required to make capital and other investments to displace traditional fossil fuels, such as fuel oil and coal, with lower carbon alternatives, such as biomass and natural gas.

Brazil Tax Liability

We are challenging claims by the Brazil Federal Revenue Department that we underpaid tax, penalties and interest associated with a claim that a subsidiary of MeadWestvaco Corporation (the predecessor of WestRock MWV, LLC) had reduced its tax liability related to the goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. The matter has proceeded through the Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to 2012. The tax and interest claim relating to tax years 2009 to 2012 was finalized and is now the subject of an annulment action we filed in the Brazil federal court. CARF notified us of its final decision regarding the tax, penalties and interest claims relating to tax years 2003 to 2008 in June 2020. We have filed an annulment action in Brazil federal court with respect to that decision as well. The dispute related to penalties for tax years 2009 to 2012 remains before CARF.

We assert that we have no liability in these matters. The total amount in dispute before CARF and in the annulment actions relating to the claimed tax deficiency was R$732 million ($136 million) as of September 30, 2022, including various penalties and interest. The U.S. dollar equivalent has fluctuated significantly due to changes in exchange rates. The amount of our uncertain tax position reserve for this matter, which excludes certain penalties, is included in the unrecognized tax benefits table. See “Note 6. Income Taxes”. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows and results of operations or materially benefit our results of operations in future periods depending upon their ultimate resolution.

Other Litigation

During fiscal 2018, we submitted formal notification to withdraw from the PIUMPF and recorded a liability associated with the withdrawal. Subsequently, in fiscal 2019 and 2020, we received demand letters from PIUMPF, including a demand for withdrawal liabilities and for our proportionate share of PIUMPF’s accumulated funding deficiency, and we refined our liability, the impact of which was not significant. We began making monthly payments

for the PIUMPF withdrawal liabilities in fiscal 2020, excluding the accumulated funding deficiency demands. We dispute the PIUMPF accumulated funding deficiency demands. In February 2020, we received a demand letter from PIUMPF asserting that we owe $51.2 million for our pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. Similarly, in April 2020, we received an updated demand letter related to a subsidiary of ours asserting that we owe $1.3 million of additional accumulated funding deficiency, including interest. In July 2021, the PIUMPF filed suit against us in the U.S. District Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s accumulated funding deficiency, along with interest, liquidated damages and attorney’s fees. We believe we are adequately reserved for this matter. See “Note 5. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements for more information regarding our withdrawal liabilities.

We have been named a defendant in asbestos-related personal injury litigation. To date, the costs resulting from the litigation, including settlement costs, have not been significant. As of September 30, 2022, there were approximately 2,075 such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy limits, with respect to asbestos claims. We also have valid defenses to these asbestos-related personal injury claims and intend to continue to defend them vigorously. Should the volume of litigation grow substantially, it is possible that we could incur significant costs resolving these cases. We do not expect the resolution of pending asbestos litigation and proceedings to have a material adverse effect on our results of operations, financial condition or cash flows. In any given period or periods, however, it is possible such proceedings or matters could have an adverse effect on our results of operations, financial condition or cash flows. At September 30, 2022, we had $12.9 million reserved for these matters.

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or other proceedings against us cannot be predicted, we believe the resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

Indirect Tax Claim

In March 2017, the Supreme Court of Brazil issued a decision concluding that certain state value added tax should not be included in the calculation of federal gross receipts taxes. Subsequently, in fiscal 2019 and 2020, the Supreme Court of Brazil rendered favorable decisions on eight of our cases granting us the right to recover certain state value added tax. The tax authorities in Brazil filed a Motion of Clarification with the Supreme Court of Brazil. Based on our evaluation and the opinion of our tax and legal advisors, we believe the decision reduced our gross receipts tax in Brazil prospectively and retrospectively, and will allow us to recover tax amounts collected by the government. Due to the volume of invoices being reviewed (January 2002 to September 2019), we recorded the estimated recoveries across several periods beginning in the fourth quarter of fiscal 2019 as we reviewed the documents and the amount became estimable. In May 2021, the Supreme Court of Brazil judged the Motion of Clarification and concluded on the gross methodology, which was consistent with our evaluation and that of our tax and legal advisors. In fiscal 2021, we recorded a receivable for our expected recovery and interest that consisted primarily of a $0.6 million reduction of Cost of goods sold and $0.3 million reduction of Interest expense, net. In fiscal 2020, we recorded a $51.9 million receivable for our expected recovery and interest that consisted primarily of a $32.1 million reduction of Cost of goods sold and $20.5 million reduction of Interest expense, net. We are monitoring the status of our remaining cases, and subject to the resolution in the courts, we may record additional amounts in future periods.

Guarantees

We make certain guarantees in the normal course of conducting our operations, for compliance with certain laws and regulations, or in connection with certain business dispositions. The guarantees include items such as funding of net losses in proportion to our ownership share of certain joint ventures, debt guarantees related to certain unconsolidated entities acquired in acquisitions, indemnifications of lessors in certain facilities and equipment operating leases for items such as additional taxes being assessed due to a change in tax law and certain other agreements. We estimate our exposure to these matters to be less than $50 million. As of September 30, 2022 and 2021, we had recorded $0.8 million and $2.3 million, respectively, for the estimated fair value of these guarantees. We are unable to estimate our maximum exposure under operating leases because it

is dependent on potential changes in the tax laws; however, we believe our exposure related to guarantees would not have a material impact on our results of operations, financial condition or cash flows.

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Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)

12 Months Ended

Sep. 30, 2022

Other Comprehensive Income Loss [Abstract]

Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)

Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive loss by component for the fiscal years ended September 30, 2022 and 2021 (in millions):

	Deferred (Loss) Income on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total (1)
Balance at September 30, 2020	$	(5.6	)	$	(727.7	)	$	(586.6	)	$	(1,319.9	)
Other comprehensive (loss) income before    reclassifications		(0.1	)		161.7			124.2			285.8
Amounts reclassified from accumulated    other comprehensive loss		5.5			29.5			—			35.0
Net current period other comprehensive    income		5.4			191.2			124.2			320.8
Balance at September 30, 2021	$	(0.2	)	$	(536.5	)	$	(462.4	)	$	(999.1	)
Other comprehensive loss before    reclassifications		(10.3	)		(217.1	)		(241.2	)		(468.6	)
Amounts reclassified from accumulated    other comprehensive loss		1.4			12.0			—			13.4
Net current period other comprehensive loss		(8.9	)		(205.1	)		(241.2	)		(455.2	)
Balance at September 30, 2022	$	(9.1	)	$	(741.6	)	$	(703.6	)	$	(1,454.3	)

(1)All amounts are net of tax and noncontrolling interest.

The net of tax amounts were determined using the jurisdictional statutory rates, and reflect effective tax rates averaging 25% to 26%, 25% to 26% and 28% to 29% for fiscal 2022, 2021 and 2020, respectively. Although we are impacted by the exchange rates of a number of currencies to varying degrees by period, our foreign currency translation adjustments recorded in accumulated other comprehensive loss primarily relate to the Brazilian Real, British Pound, Canadian dollar, Mexican Peso, Polish Zloty, Chinese Yuan and Japanese Yen each against the U.S. dollar.

In fiscal 2022, we entered into various natural gas commodity derivatives to hedge the pricing risk associated with our forecasted natural gas purchases. We have designated these derivatives as cash flow hedges for accounting purposes. Therefore, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. Fair value measurements for our natural gas commodity derivatives are classified under Level 2 because such measurements are estimated based on observable inputs such as commodity future prices. At September 30, 2022, the notional amount of our natural gas commodity derivatives was 18.3 million MMBtu, which are scheduled to be settled approximately over the next year. Our natural gas hedging positions are entered in layers over multiple months and up to 12 months in advance to achieve a targeted hedging volume of up to 80% of our anticipated NYMEX-based natural gas purchases (which make up roughly half of the total natural gas purchases for our North American mills). At September 30, 2022, we were in a liability position of $12.0 million recorded in Other current liabilities on our consolidated balance sheet. We have the right of offset and disclose our positions net by counterparty. At September 30, 2022, we have offset $2.3 million of asset positions with liability positions by counterparty. In fiscal 2022, we recorded $1.8 million of net realized losses in Cost of goods sold related to our natural gas commodity derivatives.

The following table summarizes the reclassifications out of accumulated other comprehensive loss by component for the fiscal years ended September 30, 2022 and 2021 (in millions):

	Years Ended September 30,
	2022								2021
	Pre-Tax			Tax		Net of Tax			Pre-Tax			Tax		Net of Tax
Amortization of defined benefit pension and    postretirement items: (1)
Actuarial losses (2)	$	(7.8	)	$	1.9	$	(5.9	)	$	(33.3	)	$	8.3	$	(25.0	)
Prior service costs (2)		(8.2	)		2.1		(6.1	)		(6.0	)		1.5		(4.5	)
Subtotal defined benefit plans		(16.0	)		4.0		(12.0	)		(39.3	)		9.8		(29.5	)
Derivative Instruments: (1)
Interest rate swap hedge loss (3)		—			—		—			(7.4	)		1.9		(5.5	)
Natural gas commodity hedge loss (4)		(1.8	)		0.4		(1.4	)		—			—		—
Subtotal derivative instruments		(1.8	)		0.4		(1.4	)		(7.4	)		1.9		(5.5	)
Total reclassifications for the period	$	(17.8	)	$	4.4	$	(13.4	)	$	(46.7	)	$	11.7	$	(35.0	)

(1)Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.

(2)These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “Note 5. Retirement Plans” for additional information.

(3)These accumulated other comprehensive income components are included in Interest expense, net.

(4)These accumulated other comprehensive income components are included in Cost of goods sold.

A summary of the components of other comprehensive income (loss), including noncontrolling interest, for the years ended September 30, 2022, 2021 and 2020, is as follows (in millions):

Fiscal 2022	Pre-Tax			Tax			Net of Tax
Foreign currency translation loss	$	(241.5	)	$	—		$	(241.5	)
Deferred loss on cash flow hedges		(13.8	)		3.5			(10.3	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		1.8			(0.4	)		1.4
Net actuarial loss arising during period		(289.1	)		72.8			(216.3	)
Amortization and settlement recognition of net actuarial loss		8.4			(2.0	)		6.4
Prior service cost arising during the period		(0.2	)		—			(0.2	)
Amortization of prior service cost		8.2			(2.1	)		6.1
Consolidated other comprehensive loss		(526.2	)		71.8			(454.4	)
Less: Other comprehensive income attributable to noncontrolling    interests		(1.1	)		0.3			(0.8	)
Other comprehensive loss attributable to common    stockholders	$	(527.3	)	$	72.1		$	(455.2	)

Fiscal 2021	Pre-Tax			Tax			Net of Tax
Foreign currency translation gain	$	124.3		$	—		$	124.3
Deferred loss on cash flow hedges		(0.1	)		—			(0.1	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		7.4			(1.9	)		5.5
Net actuarial gain arising during period		222.2			(56.6	)		165.6
Amortization and settlement recognition of net actuarial loss		33.9			(8.4	)		25.5
Prior service cost arising during the period		(5.6	)		1.4			(4.2	)
Amortization of prior service cost		6.0			(1.5	)		4.5
Consolidated other comprehensive income		388.1			(67.0	)		321.1
Less: Other comprehensive income attributable to noncontrolling    interests		(0.3	)		—			(0.3	)
Other comprehensive income attributable to common    stockholders	$	387.8		$	(67.0	)	$	320.8

Fiscal 2020	Pre-Tax			Tax			Net of Tax
Foreign currency translation loss	$	(215.0	)	$	—		$	(215.0	)
Deferred loss on cash flow hedges		(13.3	)		3.3			(10.0	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		4.9			(1.3	)		3.6
Net actuarial gain arising during period		34.6			(10.4	)		24.2
Amortization and settlement recognition of net actuarial loss		48.3			(12.9	)		35.4
Prior service cost arising during the period		(26.9	)		7.3			(19.6	)
Amortization of prior service cost		5.1			(1.3	)		3.8
Consolidated other comprehensive loss		(162.3	)		(15.3	)		(177.6	)
Less: Other comprehensive loss attributable to noncontrolling    interests		0.3			—			0.3
Other comprehensive loss attributable to common    stockholders	$	(162.0	)	$	(15.3	)	$	(177.3	)

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Stockholders' Equity

12 Months Ended

Sep. 30, 2022

Equity [Abstract]

Stockholders' Equity

Note 19. Stockholders’ Equity

Capitalization

Our capital stock consists solely of Common Stock. Holders of our Common Stock are entitled to one vote per share. Our amended and restated certificate of incorporation also authorizes preferred stock, of which no shares have been issued. The terms and provisions of such shares will be determined by our board of directors upon any issuance of such shares in accordance with our certificate of incorporation.

Stock Repurchase Plan

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of our Common Stock, representing approximately 15% of our outstanding Common Stock as of July 1, 2015. On May 4, 2022, our board of directors authorized a new repurchase program of up to 25.0 million shares of our Common Stock, plus any unutilized shares left from the July 2015 authorization. The 25.0 million shares represent an additional authorization of approximately 10% of our outstanding Common Stock. The shares of our Common Stock may be repurchased over an indefinite period of time at the discretion of management. In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an aggregate cost of $597.5 million. In fiscal 2021, we repurchased approximately 2.5 million shares of our Common Stock for an aggregate cost of $125.1 million. In fiscal 2020, we repurchased no shares of our Common Stock. The amount reflected as purchased in the consolidated statements of cash flows varies due to the timing of share settlement. As of September 30, 2022, we had approximately 29.0 million shares of Common Stock available for repurchase under the program.

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Share-Based Compensation

12 Months Ended

Sep. 30, 2022

Stock Based Compensation [Abstract]

Stock Based Compensation

Note 20. Share-Based Compensation

Share-based Compensation Plans

At our Annual Meeting of Stockholders held on January 29, 2021, our stockholders approved the WestRock Company 2020 Incentive Stock Plan. The 2020 Incentive Stock Plan, as amended, allows for the granting of 4.95 million shares of options, restricted stock, restricted stock units and SARs to employees and our non-employee directors. As of September 30, 2022, there were 3.1 million shares available to be granted under this plan, assuming the performance stock units previously granted vest at maximum. At our Annual Meeting of Stockholders held on February 2, 2016, our stockholders approved the WestRock Company 2016 Incentive Stock Plan. The 2016 Incentive Stock Plan was amended and restated on February 2, 2018 (the “Amended and Restated 2016 Incentive Stock Plan”). The Amended and Restated 2016 Incentive Stock Plan allows for the granting of 11.7 million shares of options, restricted stock, restricted stock units and SARs to employees and our non-employee directors. As of September 30, 2022, there were 0.9 million shares available to be granted under this plan, assuming the performance stock units previously granted vest at maximum. In addition, there were 12.4 million shares available for grant under prior plans approved by stockholders and plans assumed upon mergers and acquisitions; we do not expect to make any new awards under those plans.

Our results of operations for the fiscal years ended September 30, 2022, 2021 and 2020 include share-based compensation expense of $93.3 million, $88.6 million and $130.3 million, respectively. The higher amount in fiscal 2020 was due to restricted stock units granted in fiscal 2020 to satisfy certain annual bonus incentives in connection with the WestRock Pandemic Action Plan. The total income tax benefit in the results of operations in connection with share-based compensation was $23.3 million, $22.3 million and $33.2 million, for the fiscal years ended September 30, 2022, 2021 and 2020, respectively.

Cash received from share-based payment arrangements for the fiscal years ended September 30, 2022, 2021 and 2020 was $28.9 million, $57.5 million and $32.4 million, respectively.

Stock Options and Stock Appreciation Rights

We did not grant any stock options or SARs in fiscal 2022, 2021 and 2020. Outstanding stock options granted under our plans generally have an exercise price equal to the closing market price on the date of the grant, generally vested in three years, in either one tranche or in approximately one-third increments, and have 10-year contractual terms. However, a portion of our grants are subject to earlier expense recognition due to retirement eligibility rules. Presently, other than circumstances such as death, disability and retirement, grants will include a provision requiring both a change of control and termination of employment to accelerate vesting.

When options are granted, we estimate the fair value of stock options granted using a Black-Scholes option pricing model. We use historical data to estimate option exercises and employee terminations in determining the expected term in years for stock options. Expected volatility is calculated based on the historical volatility of our stock. The risk-free interest rate is based on U.S. Treasury securities in effect at the date of the grant of the stock options. The dividend yield is estimated based on our historic annual dividend payments and current expectations for the future.

The table below summarizes the changes in all stock options during the fiscal year ended September 30, 2022:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at September 30, 2021		1,845,672		$	38.79
Exercised		(567,648	)		31.44
Expired		(195,099	)		52.27
Outstanding at September 30, 2022		1,082,925		$	40.22		1.8	$	1.3
Exercisable at September 30, 2022		1,082,925		$	40.22		1.8	$	1.3

The aggregate intrinsic value of options exercised during the years ended September 30, 2022, 2021 and 2020 was $8.6 million, $29.1 million and $11.8 million, respectively.

As of September 30, 2022, there was no remaining unrecognized compensation cost related to unvested stock options.

As part of the Combination, we issued SARs to replace outstanding MWV SARs. The SARs were valued using the Black-Scholes option pricing model. We measured compensation expense related to the SAR awards at the end of each period. We do not expect to issue additional SARs. The aggregate intrinsic value of SARs exercised during the years ended September 30, 2022, 2021 and 2020 was $0.1 million, $0.2 million and $0.2 million, respectively. There were no SARs outstanding at September 30, 2022.

Restricted Stock and Restricted Stock Units

In fiscal 2022, we granted restricted stock units to non-employee directors and certain of our employees. These grants represent the right to receive one share of Common Stock upon satisfaction of specified conditions. The vesting provisions for our employee awards may vary from grant to grant; however, vesting generally is contingent upon meeting various service and/or performance or market goals including, but not limited to, achievement of various financial targets such as, with respect to fiscal 2022, Cash Flow Per Share, Return on Invested Capital and relative Total Shareholder Return (each as defined in the award documents). Subject to the level of performance attained, the target award for our grants with a performance or market condition generally may increase up to 200% of target or decrease to zero depending upon the terms of the individual grant. The employee grants generally vest in three years. Presently, other than circumstances such as death, disability and retirement, the grants generally include a provision requiring both a change of control and termination of employment to accelerate vesting. The grantee is entitled to receive dividend equivalent units but will generally forfeit the restricted stock unit award and the dividend equivalents if the employee separates from us during the vesting period or if the predetermined goals are not accomplished. Our non-employee director awards generally vest over a period of up to one year and carry a service condition. Prior to fiscal 2022, our non-employee directors received their equity awards in the form of restricted stock, which carried dividend and voting rights prior to vesting. As mentioned above, in fiscal 2020 in connection with the WestRock Pandemic Action Plan, we issued restricted stock units to employees to satisfy certain annual bonus incentives. Those awards vested in October 2020 at 105% of target.

The table below summarizes the changes in restricted stock units and restricted stock during the fiscal year ended September 30, 2022:

	Units/Shares			Weighted Average Grant Date Fair Value
Outstanding at September 30, 2021 (1)		4,977,459		$	42.02
Granted		2,365,554			45.24
Vested and released		(1,512,550	)		41.07
Forfeited		(929,834	)		42.77
Outstanding at September 30, 2022 (1)		4,900,629		$	43.73

(1)Target awards granted with a performance condition, net of subsequent forfeitures, may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The awards are reflected in the table at the target award amount of 100%. Based on current facts and assumptions, we are forecasting the performance of the aggregate outstanding grants to be attained at levels that would result in the issuance of approximately 0.8 million additional shares. However, actual performance may vary.

There was approximately $102.5 million of unrecognized compensation cost related to all unvested restricted units/shares as of September 30, 2022 to be recognized over a weighted average remaining vesting period of 1.5 years.

The following table represents a summary of restricted stock units and restricted stock granted in fiscal 2022, 2021 and 2020 with terms defined in the applicable grant letters (in units/shares).

	2022		2021		2020
Granted to non-employee directors		37,771		42,482		49,236
Granted to employees:
Granted for attainment of a performance condition at    an amount in excess of target (1)		263,918		—		—
Granted with a service condition and a Cash Flow Per    Share performance condition at target (2)		464,485		798,490		869,065
Granted with a service condition and a Return on    Invested Capital performance condition at target (2)		394,655		—		—
Granted with a service condition and a relative Total    Shareholder Return market condition at target (2)		45,470		127,050		152,595
Granted with a service condition (3)		1,159,255		1,009,387		889,030
Granted for annual bonus (4)		—		126,984		2,486,249
Total grants		2,365,554		2,104,393		4,446,175

(1)Grants in the table above include shares subsequently issued for the level of performance attained in excess of target. Shares issued in fiscal 2022 for the fiscal 2019 Cash Flow Per Share were at 151.3% of target. Shares issued in fiscal 2021 for the fiscal 2018 Cash Flow Per Share were at 89.3% of target, therefore, the remainder of the grant was forfeited. Shares issued in fiscal 2020 for the fiscal 2017 Cash Flow Per Share were at 98.8% of target, therefore, the remainder of the grant was forfeited.

(2)These employee grants vest over approximately three years and have adjustable ranges from 0 - 200% of target subject to the level of performance attained in the respective award agreement. The employee grants with a relative Total Shareholder Return condition were valued using a Monte Carlo simulation, the terms of which are outlined below.

(3)These grants vest over approximately three to four years.

(4)Reflects shares issued in fiscal 2021 for the fiscal 2020 restricted stock units granted for the annual bonus were at 105% of target.

The employee grants with a relative Total Shareholder Return market condition in fiscal 2022 were valued using a Monte Carlo simulation at $60.83 per unit. The significant assumptions used in valuing these grants included: an expected term of 3.0 years, an expected volatility of 46.7% and a risk-free interest rate of 1.5%.

The employee grants with a relative Total Shareholder Return market condition in fiscal 2021 were valued using a Monte Carlo simulation at $53.69 per unit. The significant assumptions used in valuing these grants included: an expected term of 3.0 years, an expected volatility of 46.2% and a risk-free interest rate of 0.2%. In addition, we had a subsequent grant for an individual valued using a Monte Carlo simulation at $70.80 per unit, using an expected term of 2.9 years, an expected volatility of 47.0% and a risk free rate of 0.3%.

The employee grants with a relative Total Shareholder Return market condition in fiscal 2020 were valued using a Monte Carlo simulation at $45.14 per unit. The significant assumptions used in valuing these grants included: an expected term of 3.0 years, an expected volatility of 27.5% and a risk-free interest rate of 1.3%.

Expense is recognized on restricted stock units and restricted stock on a straight-line basis over the explicit service period or for performance-based grants over the explicit service period when we estimate that it is probable the performance conditions will be satisfied. Expense recognized on grants with a performance condition that affects how many units are ultimately awarded is based on the number of units expected to be awarded.

The following table represents a summary of restricted stock units and restricted stock vested and released as well as the corresponding aggregate fair value in fiscal 2022, 2021 and 2020 (in millions, except units/shares):

	2022		2021		2020
Vested and released		1,512,550		3,194,223		766,431
Aggregate fair value	$	68.7	$	125.1	$	29.6

Employee Stock Purchase Plan

At our Annual Meeting of Stockholders held on February 2, 2016, our stockholders approved the WestRock Company Employee Stock Purchase Plan (“ESPP”). Under the ESPP, shares of Common Stock are reserved for purchase by our qualifying employees. The ESPP allowed for the purchase of a total of approximately 2.5 million shares of Common Stock. During fiscal 2022, 2021 and 2020, employees purchased approximately 0.3 million, 0.3 million and 0.4 million shares, respectively, under the ESPP. We recognized $1.8 million, $1.9 million and $2.1 million of expense for fiscal 2022, 2021 and 2020, respectively, related to the 15% discount on the purchase price allowed to employees. As of September 30, 2022, approximately 1.0 million shares of Common Stock remained available for purchase under the ESPP.

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Earnings per Share

12 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings per Share

Note 21. Earnings Per Share

The restricted stock grants to non-employee directors prior to fiscal 2022 were considered participating securities as they received non-forfeitable rights to dividends at the same rate as our Common Stock. As participating securities, we included these instruments in the earnings allocation in computing earnings per share under the two-class method described in ASC 260, “Earnings per Share”. Beginning in fiscal 2022, restricted stock units granted to non-employee directors are not considered participating securities as the rights to dividends accrued during the vesting period are forfeitable. The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data):

	September 30,
	2022			2021			2020
Numerator:
Net income (loss) attributable to common stockholders	$	944.6		$	838.3		$	(690.9	)
Less: Distributed and undistributed income available to    participating securities		(0.1	)		(0.2	)		(0.1	)
Distributed and undistributed income (loss) available to    common stockholders	$	944.5		$	838.1		$	(691.0	)
Denominator:
Basic weighted average shares outstanding		259.5			265.2			259.2
Effect of dilutive stock options and non-participating securities		2.0			2.3			—
Diluted weighted average shares outstanding		261.5			267.5			259.2
Basic earnings (loss) per share attributable to common    stockholders	$	3.64		$	3.16		$	(2.67	)
Diluted earnings (loss) per share attributable to common    stockholders	$	3.61		$	3.13		$	(2.67	)

An aggregate of 0.5 million, 0.5 million and 4.2 million shares underlying options, restricted stock units and restricted stock in fiscal 2022, 2021 and 2020, respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive.

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Subsequent Events

12 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

Note 22. Subsequent Events

In November 2022, we announced our entry into a definitive agreement to wholly divest our interior partitions converting operations (our ownership interest in RTS Packaging, LLC) and to sell our Chattanooga, TN uncoated recycled paperboard mill to our joint venture partner for $330 million, subject to a working capital adjustment. The transaction is expected to close in the first half of 2023, subject to the satisfaction of customary closing conditions, including regulatory approval.

In November 2022, we also announced our entry into a definitive agreement to sell our Eaton, IN, and Aurora, IL, uncoated recycled paperboard mills for $50 million, subject to a working capital adjustment. The transaction is expected to close in late 2022 or early 2023.

These divestitures align with our commitment to optimize our portfolio and focus our strategy on key end markets.

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Description of Business and Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2022

Description Of Business And Summary Of Significant Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Basis of Presentation and Principles of Consolidation

The preparation of financial statements in accordance with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. Actual results may differ from these estimates.

The consolidated financial statements include the accounts of WestRock and our partially owned subsidiaries for which we have a controlling financial interest, including variable interest entities for which we are the primary beneficiary.

Equity investments in which we exercise significant influence but do not control and are not the primary beneficiary are accounted for using the equity method. Investments without a readily determinable value in which we are not able to exercise significant influence over the investee are accounted under the measurement alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). Our investments accounted for under the equity method or the measurement alternative method are not material either individually or in the aggregate. We have eliminated all significant intercompany accounts and transactions. See “Note 7. Segment Information” for our equity method investments.

Reclassifications and Adjustments

Reclassifications and Adjustments

Effective October 1, 2021, we reorganized our segment reporting to four reportable segments: Corrugated Packaging, Consumer Packaging, Global Paper and Distribution. Prior period amounts have been recast throughout the Notes to Consolidated Financial Statements, as applicable, to conform to the new segment structure. These changes did not impact our consolidated financial statements. See “Note 7 Segment Information” for additional information.

Certain amounts in prior periods have been reclassified to conform with the current year presentation.

COVID Pandemic

COVID Pandemic

The global impact of the COVID has affected our operational and financial performance to varying degrees. The extent of the effects of future public health crises, including a resurgence of COVID, or related containment measures and government responses are highly uncertain and cannot be predicted. Our net sales, primarily in the last half of fiscal 2020, were negatively impacted by COVID, and we have experienced and are currently experiencing higher supply chain costs and tight labor markets in part due to the impacts of COVID.

Ransomware Incident

Ransomware Incident

As previously disclosed, on January 23, 2021 we detected a ransomware incident impacting certain of our systems. Promptly upon our detection of this incident, we initiated response and containment protocols and our security teams, supplemented by leading cyber defense firms, worked to remediate this incident. These actions included taking preventative measures, including shutting down certain systems out of an abundance of caution, as

well as taking steps to supplement existing security monitoring, scanning and protective measures. We notified law enforcement and contacted our customers to apprise them of the situation.

We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. Our teams worked to maintain our business operations and minimize the impact on our customers and team members. In our Form 10-Q for the second quarter of fiscal 2021, we announced that all systems were back in service. All of our mills and converting locations began producing and shipping paper and packaging at pre-ransomware levels in March 2021 or earlier. Our mill system production was approximately 115,000 tons lower than planned for the quarter ended March 31, 2021 as a result of this incident. While shipments from some of our facilities initially lagged behind production levels, this gap closed as systems were restored during the second quarter of fiscal 2021. In locations where technology issues were identified, we used alternative methods, in many cases manual methods, to process and ship orders. We systematically brought our information systems back online in a controlled, phased approach.

We estimated the pre-tax income impact of the lost sales and operational disruption of this incident on our operations in the second quarter of fiscal 2021 was approximately $50 million, as well as approximately $20 million of ransomware recovery costs, primarily professional fees. In addition, we incurred approximately $9 million of ransomware recovery costs in the third quarter of fiscal 2021. In the fourth quarter of fiscal 2021, we recorded a $15 million credit for preliminary recoveries – approximately $10 million as a reduction of SG&A excluding intangible amortization and approximately $5 million as a reduction of Cost of goods sold. In fiscal 2022, we recorded a $57.2 million credit for ransomware insurance recoveries. We recorded $50.6 million of business interruption recoveries as a reduction of Cost of goods sold and $6.6 million of direct cost recoveries as a reduction of SG&A excluding intangible amortization. We present ransomware recoveries received as Net cash provided by operating activities in our consolidated statements of cash flows. While we expect to recover substantially all of the remaining ransomware losses from cyber and business interruption insurance from various carriers in future periods, the recovery process proceeds from carrier to carrier up the coverage layers after the preceding layer is resolved, which lends itself to a lengthy process. Additionally, discussions and/or disputes over the extent of insurance coverage for claims are not uncommon and generally take time to be resolved.

In order to contain and remediate the cybersecurity incident, we engaged a leading cybersecurity defense firm to complete a forensics investigation and performed short-term mitigation actions in the latter half of 2021. Mitigations performed included the execution of a company-wide password reset and the deployment of security tooling across all our servers and workstations. Additionally, to address longer term security objectives, we developed a multi-year security and resiliency roadmap, aimed to strengthen the company’s ability to detect, respond, and recover from security incidents. This roadmap included initiatives to bolster our information security posture across the enterprise, and to deploy technology and process improvements to allow for faster and more effective incident response and recovery. More specifically, key areas of focus for the resiliency roadmap included: strengthening security monitoring controls, improving security at our operating locations, automating identity and access management, expanding third-party security, modernizing the network and file and print infrastructure, and updating backup capabilities.

In fiscal 2022, we realized incremental progress against our resiliency objectives. We improved our mean-time-to-resolve security incidents, deployed endpoint detection and response technology across all of our workstation and server population, transitioned all of our local drives to cloud-based storage, and progressed against key goals to modernize the security and infrastructure of our operating locations. In fiscal 2023, we expect to continue our resiliency roadmap efforts. Quarterly progress, as well as key risks and issues, are reported to the Audit Committee for oversight and monitoring.

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates, and the differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions believed to be reasonable under the circumstances. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and in some cases, actuarial techniques. The global impact of the COVID pandemic may also affect our accounting estimates, which may materially change from period to period due to changing market factors. We regularly evaluate these significant factors and make adjustments where facts and circumstances dictate.

Revenue Recognition

Revenue Recognition

We generally recognize revenue on a point-in-time basis when the customer takes title to the goods and assumes the risks and rewards for the goods, which coincide with the transfer of control of our goods to the customer. Additionally, we manufacture certain customized products that have no alternative use to us (since they are made to specific customer specifications), and we believe that for certain customers we have a legally enforceable right to payment for performance completed to date on these products, including a reasonable profit. For products that meet these two criteria, we recognize revenue “over time”. This results in revenue recognition prior to the date of shipment or title transfer for these products and results in the recognition of a contract asset (unbilled receivables) with a corresponding reduction in finished goods inventory on our balance sheet.

We net provisions for discounts, returns, allowances, customer rebates and other adjustments against our gross sales. Such adjustments are based on historical experience which is consistent with the most likely method as provided in ASC 606 “Revenue from Contracts with Customers” (“ASC 606”).

As permitted by ASC 606, we have elected to treat costs associated with obtaining new contracts as expenses when incurred if the amortization period of the asset we would recognize is one year or less. We do not record interest income when the difference in timing of control transfer and customer payment is one year or less. We also account for sales and other taxes that are imposed on and concurrent with individual revenue-producing transactions between a customer and us on a net basis which excludes the taxes from our net sales.

Shipping and Handling Cost

Shipping and Handling Costs

We classify shipping and handling costs, such as freight to our customers’ destinations, as a component of cost of goods sold. When shipping and handling costs are included in the sales price charged for our products, they are recognized in net sales since we treat shipping and handling as fulfilment activities.

Cash Equivalents

Cash Equivalents

We consider all highly liquid investments that mature three months or less from the date of purchase to be cash equivalents. The carrying amounts of our cash and cash equivalents approximate fair market values. We place our cash and cash equivalents primarily with large credit worthy banks, which limits the amount of our credit exposure.

Accounts Receivables and Allownanes

Accounts Receivable and Allowances

We derive our accounts receivable from revenue earned from customers located primarily in North America, South America, Europe, Asia and Australia. Given our diverse customer base, we have limited exposure to credit loss from any particular customer or industry segment, and hence we generally do not require collateral. We perform an evaluation of lifetime expected credit losses inherent in our accounts receivable at each balance sheet date. Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency, present economic conditions, and judgment about the future financial health of our customers and industry sector. The average of our receivables collection is within 30 to 60 days. We are a party to accounts receivable sales agreements to sell to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts. See “Note 12. Fair Value — Accounts Receivable Sales Agreements”.

We state accounts receivable at the amount owed by the customer, net of an allowance for estimated credit impairment losses, returns and allowances, cash discounts and other adjustments. We do not discount accounts receivable because we generally collect accounts receivable over a relatively short time. We charge off receivables when they are determined to be no longer collectible. We recorded bad debt expense of $4.6 million and $19.9 million in fiscal 2022 and 2020, respectively, and a credit of $9.4 million in fiscal 2021.

The following table represents a summary of the changes in the reserve for allowance for doubtful accounts, returns and allowances and cash discounts for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	68.1		$	66.3		$	53.2
Reduction in sales and charges to costs and expenses		261.9			236.5			270.8
Deductions		(263.7	)		(234.7	)		(257.7	)
Balance at end of fiscal year	$	66.3		$	68.1		$	66.3

Inventories

Inventories

We value our U.S. inventories at the lower of cost or market, with cost for the majority of our U.S. inventories determined on the last-in first-out (“LIFO”) basis. We value all other inventories at the lower of cost and net realizable value, with cost determined using methods that approximate cost computed on a first-in first-out inventory valuation method (“FIFO”) basis. These other inventories are primarily foreign inventories, distribution business inventories, spare parts inventories and certain inventoried supplies and aggregate to approximately 35% and 36% of FIFO cost of all inventory at September 30, 2022 and 2021, respectively. See “Note 9. Inventories” for additional information.

Prior to the application of the LIFO method, our U.S. operating divisions use a variety of methods to estimate the FIFO cost of their finished goods inventories. Such methods include standard costs, or average costs computed by dividing the actual cost of goods manufactured by the tons produced and multiplying this amount by the tons of inventory on hand. Lastly, certain operations calculate a ratio, on a plant-by-plant basis, the numerator of which is the cost of goods sold and the denominator is net sales. This ratio is applied to the estimated sales value of the finished goods inventory. Variances and other unusual items are analyzed to determine whether it is appropriate to include those items in the value of inventory. Examples of variances and unusual items that are considered to be current period charges include, but are not limited to, production levels, freight, handling costs, and wasted materials (spoilage) that are determined to be abnormal. Costs include raw materials and supplies, direct labor, indirect labor related to the manufacturing process and depreciation and other factory overheads. Our inventoried spare parts are measured at average cost.

Leased Assets

Leased Assets

We adopted the provisions of ASC 842, “Leases” on October 1, 2019 using the modified retrospective approach and, as a result, did not restate prior periods. We elected the package of three practical expedients permitted within the standard pursuant to which we did not reassess initial direct costs, lease classification or whether our contracts contain or are leases. We lease various real estate, including certain operating facilities, warehouses, office space and land. We also lease material handling equipment, vehicles and certain other equipment. We record our operating lease ROU assets and liabilities at the commencement date of the lease based on the present value of lease payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Our leases may include options to extend or terminate the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise that option. While some leases provide for variable payments, they are not included in the ROU assets and liabilities because they are not based on an index or rate. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles and leases within supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar term, which is based on market and company specific information. We use the unsecured borrowing rate and

risk-adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which is updated on a monthly basis for measurement of new lease liabilities.

We have made an accounting policy election to not recognize an ROU asset and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that we are reasonably certain to exercise. In addition, the Company has applied the practical expedient to account for the lease and non-lease components as a single lease component for all of the Company's leases. See “Note 14. Leases” for additional information.

Property, Plant and Equipment

Property, Plant and Equipment

We record property, plant and equipment at cost less accumulated depreciation. Cost includes major expenditures for improvements and replacements that extend useful lives, increase capacity, increase revenues or reduce costs, while normal maintenance and repairs are expensed as incurred. For financial reporting purposes, we provide depreciation and amortization primarily on a straight-line method generally over the estimated useful lives of the assets as follows:

Buildings and building improvements	15-40 years
Machinery and equipment	3-25 years
Transportation equipment	3-8 years

Generally, our machinery and equipment have estimated useful lives between 3 and 25 years; however, select portions of machinery and equipment primarily at our mills have estimated useful lives up to 44 years. Greater than 90% of the cost of our mill assets have useful lives of 25 years or less. Leasehold improvements are depreciated over the shorter of the asset life or the lease term, generally between 3 and 10 years.

Goodwill and Long-Lived Assets

Goodwill and Long-Lived Assets

In accordance with ASC 350, we review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value. We test goodwill for impairment at the reporting unit level, which is an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. However, two or more components of an operating segment are aggregated and deemed a single reporting unit if the components have similar economic characteristics. The amount of goodwill acquired in a business combination that is assigned to one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses (or portion thereof) included in the reporting unit, over the fair value assigned to the individual assets acquired or liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not be assigned to that reporting unit. We determine recoverability by comparing the estimated fair value of the reporting unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit. We determine the fair value of each reporting unit using the discounted cash flow method or, as appropriate, a combination of the discounted cash flow method and the guideline public company method.

ASC 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine whether it is “more likely than not” that the fair value of a reporting unit exceeds its carrying amount. We generally do not attempt a qualitative assessment and move directly to the quantitative test. As part of the quantitative test, we utilize the present value of expected cash flows or, as appropriate, a combination of the present value of expected cash flows and the guideline public company method to determine the estimated fair value of our reporting units. This present value model requires management to estimate future cash flows, the timing of these cash flows, and a discount rate (based on a weighted average cost of capital), which represents the time value of money and the inherent risk and uncertainty of the future cash flows. Factors that management must estimate when performing this step in the process include, among other items, sales volume, prices, inflation, discount rates, exchange rates, tax rates, anticipated synergies and productivity improvements resulting from past acquisitions, capital expenditures and continuous improvement projects. The assumptions we use to estimate future cash flows are consistent with

the assumptions that the reporting units use for internal planning purposes, which we believe would be generally consistent with that of a market participant. Under the guideline public company method, we estimate the fair value of the reporting unit based on published EBITDA multiples of comparable public companies with similar operations and economic characteristics. The fair values determined by the discounted cash flow and guideline public company methods are weighted to arrive at the concluded fair value of the reporting unit. However, in instances where comparisons to our peers is less meaningful, no weight is placed on the guideline public company method to arrive at the concluded fair value of the reporting unit. If we determine that the estimated fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds its estimated fair value, we measure the goodwill impairment charge based on the excess of a reporting unit’s carrying amount over its fair value as required under ASU 2017-04 “Simplifying the Test for Goodwill Impairment”, which we early adopted starting with our fiscal 2020 annual goodwill impairment test on July 1, 2020.

During the fourth quarter of fiscal 2022, we completed our annual goodwill impairment testing. We considered factors such as, but not limited to, our expectations for the short-term and long-term impacts of COVID, macroeconomic conditions, industry and market considerations, and financial performance, including planned revenue, earnings and capital investments of each reporting unit. The discount rate used for each reporting unit ranged from 9.5% to 13.0%. We used perpetual growth rates ranging from 0.0% to 1.0%. All reporting units that have goodwill were noted to have a fair value that exceeded their carrying values by more than 15% each. If we had concluded that it was appropriate to increase the discount rate we used by 100 basis points, the fair value of each of our reporting units would have continued to exceed its carrying value. No reporting unit failed the annual impairment test; however, the fair value of the Corrugated Packaging reporting unit only exceeded its carrying value by 15% at July 1, 2022. In our fiscal 2022 annual goodwill impairment analysis, projected future cash flows for the Corrugated Packaging reporting unit were discounted at 10.0%. Based on the discounted cash flow model and holding other valuation assumptions constant, the discount rate would have to be increased to 11.9%, in order for the estimated fair value of the reporting unit to fall below its carrying value.

At September 30, 2022, the Corrugated Packaging, Consumer Packaging, Global Paper and Distribution reporting units had $2,802.8 million, $1,588.4 million, $1,366.5 million and $137.5 million of goodwill, respectively, which remained recoverable at the current year-end. Subsequent to our annual test, we monitored industry economic trends until the end of our fiscal year and determined no additional testing for goodwill impairment was warranted. We have not made any material changes to our impairment loss assessment methodology during the past three fiscal years. Currently, we do not believe there is a reasonable likelihood that there will be a material change in future assumptions or estimates we use to calculate impairment losses. However, we cannot predict or control market factors, including the impact of macroeconomic conditions, and there are certain risks inherent to our operations, as described in Item 1A. “Risk Factors”. If actual results are not consistent with our assumptions and estimates, we may be exposed to additional impairment losses that could be material.

We follow the provisions included in ASC 360, “Property, Plant, and Equipment” in determining whether the carrying value of any of our long-lived assets, including ROU assets and amortizable intangibles other than goodwill, is impaired. The ASC 360 test is a three-step test for assets that are “held and used” as that term is defined by ASC 360. We determine whether indicators of impairment are present. We review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount of the long-lived asset might not be recoverable. If we determine that indicators of impairment are present, we determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the carrying value. This requires management to estimate future cash flows through operations over the remaining useful life of the asset and its ultimate disposition. The assumptions we use to estimate future cash flows are consistent with the assumptions we use for internal planning purposes, updated to reflect current expectations. If our estimated undiscounted cash flows do not exceed the carrying value, we estimate the fair value of the asset and record an impairment charge if the carrying value is greater than the fair value of the asset. We estimate fair value using discounted cash flows, observable prices for similar assets, or other valuation techniques. We record assets classified as “held for sale” at the lower of their carrying value or estimated fair value less anticipated costs to sell. Our long-lived assets, including intangible assets remain recoverable.

Included in our long-lived assets are certain identifiable intangible assets. These intangible assets are amortized based on the approximate pattern in which the economic benefits are consumed or straight-line if the pattern was

not reliably determinable. Estimated useful lives range from 1 to 40 years and have a weighted average life of approximately 15.7 years.

Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions and operational performance. Future events could cause us to conclude that impairment indicators exist and that assets associated with a particular operation are impaired. Evaluating impairment also requires us to estimate future operating results and cash flows, which also require judgment by management. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

Cloud Computing Arrangements

Cloud Computing Arrangements

We utilize cloud computing arrangements such as hosting arrangements which are service contracts, whereby we gain remote access to use software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Subscription fees are usually prepaid and recorded in operating expense over the related subscription period. Implementation costs for cloud computing arrangements are capitalized within Other current assets or Other assets if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded as operating expense on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of the agreement, together with periods covered by renewal options which we are reasonably certain to exercise. The unamortized implementation costs related to our cloud computing arrangements were $4.1 million and $1.1 million at September 30, 2022 and 2021, respectively.

Restructuring and Other Costs

Restructuring and Other Costs

Our restructuring and other costs include primarily items such as restructuring portions of our operations, acquisition costs, integration costs and divestiture costs. We have restructured portions of our operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in future restructuring activities.

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and equipment and lease ROU assets to their fair value and record charges for severance and other employee-related costs. We reduce the carrying value of the assets classified as held for sale to their estimated fair value less cost to sell. Any subsequent change in fair value less cost to sell prior to disposition is recognized as it is identified; however, no gain is recognized in excess of the cumulative loss previously recorded unless the actual selling price exceeds the original carrying value upon its ultimate sale. For facility closures, we also generally expect to record costs for equipment relocation, facility carrying costs and costs to terminate a lease or contract before the end of its term.

Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large well-equipped facilities that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives and/or further optimize our system following mergers and acquisitions or a changing business environment. Therefore, we generally transfer a substantial portion of each closed facility's production to our other facilities. We believe these actions have allowed us to more effectively manage our business.

Identifying and calculating the cost to exit operations requires certain assumptions to be made, the most significant of which are anticipated future liabilities, including severance costs, contractual obligations, and the adjustments of property, plant and equipment and lease ROU assets to their fair value. We believe our estimates are reasonable, considering our knowledge of the industries we operate in, previous experience in exiting activities and valuations we may obtain from independent third parties. Although our estimates have been reasonably accurate in the past, significant judgment is required, and these estimates and assumptions may change as additional information becomes available and facts or circumstances change. See “Note 4. Restructuring and Other Costs” for additional information, including a description of the type of costs incurred.

Business Combinations

Business Combinations

From time to time, we may enter into business combinations. In accordance with ASC 805, “Business Combinations”, we generally recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interests in an acquiree at their fair values as of the date of acquisition. We measure goodwill as the excess of consideration transferred, which we also measure at fair value, over the net of the acquisition date fair values of the identifiable assets acquired and liabilities assumed. The acquisition method of accounting requires us to make significant estimates and assumptions regarding the fair values of the elements of a business combination as of the date of acquisition, including the fair values of identifiable intangible assets, deferred tax asset valuation allowances, liabilities including those related to debt, pensions and other postretirement plans, uncertain tax positions, contingent consideration and contingencies. Significant estimates and assumptions include subjective and/or complex judgments regarding items such as discount rates, customer attrition rates, economic lives and other factors, including estimating future cash flows that we expect to generate from the acquired assets.

The acquisition method of accounting also requires us to refine these estimates over a measurement period not to exceed one year to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. If we are required to adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with acquisitions, these adjustments could have a material impact on our financial condition and results of operations. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, we could record future impairment charges. In addition, we have estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If our estimates of the economic lives change, depreciation or amortization expenses could be increased or decreased, or the acquired asset could be impaired.

Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities

Fair Value of Financial Instruments and Nonfinancial Assets and Liabilities

We estimate fair values in accordance with ASC 820 “Fair Value Measurement”. ASC 820 provides a framework for measuring fair value and expands disclosures required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and a hierarchy prioritizing the inputs to valuation techniques. ASC 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, ASC 820 defines levels within the hierarchy based on the availability of quoted prices for identical items in active markets, similar items in active or inactive markets and valuation techniques using observable and unobservable inputs. We incorporate credit valuation adjustments to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in our fair value measurements.

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivables, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities. The fair values of our long-term debt are estimated using quoted market prices or are based on the discounted value of future cash flows. We disclose the fair value of long-term debt in “Note 13. Debt” and our pension and postretirement assets and liabilities in “Note 5. Retirement Plans”. We have, or from time to time may have, financial instruments recognized at fair value including supplemental retirement savings plans (“Supplemental Plans”) that are nonqualified deferred compensation plans pursuant to which assets are invested primarily in mutual funds, interest rate derivatives, commodity derivatives or other similar class of assets or liabilities, the fair value of which are not significant. We measure the fair value of our mutual fund investments based on quoted prices in active markets, and our derivative contracts, if any, based on discounted cash flows.

We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include equity method investments when they are deemed to be other-than-temporarily impaired, investments for which the fair value measurement alternative is elected, assets acquired and liabilities assumed when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in a merger or an acquisition or in a nonmonetary exchange, property, plant and equipment, ROU assets related to operating leases, goodwill and other intangible assets that are written down to fair value when they are held for sale

or determined to be impaired. See “Note 4. Restructuring and Other Costs” for impairments associated with restructuring activities. Given the nature of nonfinancial assets and liabilities, evaluating their fair value from the perspective of a market participant is inherently complex. Assumptions and estimates about future values can be affected by a variety of internal and external factors. Changes in these factors may require us to revise our estimates and could result in future impairment charges for goodwill and acquired intangible assets, or retroactively adjust provisional amounts that we have recorded for the fair values of assets and liabilities in connection with business combinations. These adjustments could have a material impact on our financial condition and results of operations. We discuss fair values in more detail in “Note 12. Fair Value”.

Derivatives

Derivatives

We are exposed to interest rate risk, commodity price risk and foreign currency exchange risk. To manage these risks, from time to time and to varying degrees, we may enter into a variety of financial derivative transactions and certain physical commodity transactions that are determined to be derivatives. Interest rate swaps may be entered into to manage the interest rate risk associated with a portion of our outstanding debt. Interest rate swaps are either designated for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt or fair value hedges of fixed rate debt, or we may elect not to treat them as accounting hedges. Swaps or forward contracts on certain commodities may be entered into to manage the price risk associated with forecasted purchases or sales of those commodities. In addition, certain commodity financial derivative contracts and physical commodity contracts that are determined to be derivatives may not be designated as accounting hedges because either they do not meet the criteria for treatment as accounting hedges under ASC 815, “Derivatives and Hedging”, or we elect not to treat them as accounting hedges under ASC 815. Generally, we elect the normal purchase, normal sale scope exception for physical commodity contracts that are determined to be derivatives. We may also enter into forward contracts to manage our exposure to fluctuations in foreign currency rates with respect to transactions denominated in foreign currencies. These also can either be designated for accounting purposes as cash flow hedges or not so designated. Derivative financial instruments are not used for trading or other speculative purposes.

Outstanding financial derivative instruments expose us to credit loss in the event of nonperformance by the counterparties to the derivative agreements. Our credit exposure related to these financial instruments is represented by the fair value of contracts reported as assets. We manage our exposure to counterparty credit risk through minimum credit standards, diversification of counterparties and procedures to monitor concentrations of credit risk. We may enter into financial derivative contracts that may contain credit-risk-related contingent features which could result in a counterparty requesting immediate payment or demanding immediate and ongoing full overnight collateralization on derivative instruments in net liability positions.

For financial derivative instruments that are designated as a cash flow hedge for accounting purposes, the entire change in fair value of the financial derivative instrument is reported as a component of other comprehensive income and reclassified into earnings in the same line item associated with the forecasted transaction, and in the same period or periods during which the forecasted transaction affects earnings. For financial derivative instruments that are not designated as accounting hedges, the entire change in fair value of the financial instrument is reported immediately in current period earnings.

We have at times entered into interest rate swap agreements that effectively modified our exposure to interest rate risk by converting a portion of our interest payments on floating rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense. These agreements typically involved the receipt of floating rate amounts in exchange for fixed interest rate payments over the life of the agreements without an exchange of the underlying principal amount.

At September 30, 2022, the notional amount of foreign currency exchange contract derivative was 8.0 billion Mexican pesos ($389.9 million), with the fair value of $3.4 million presented within Other current assets. At September 30, 2021, the notional amount of foreign currency exchange contract derivative was $270.2 million. The fair value of this derivative instrument was not significant as of September 30, 2021. We did not designate our foreign currency exchange contract derivatives as accounting hedges.

At September 30, 2022, the notional amount of natural gas commodity derivatives was 18.3 million MMBtu, which are designated as cash flow hedges. The fair value of these derivatives was $12.0 million, which is presented within Other current liabilities. No natural gas commodity derivatives were outstanding at September 30, 2021. See “Note 18. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss)” for additional information regarding our foreign currency and natural gas commodity derivatives.

Health Insurance

Health Insurance

We are self-insured for the majority of our group health insurance costs. However, we seek to limit our health insurance costs by entering into certain stop loss insurance coverage. Due to mergers, acquisitions and other factors, we may have plans that do not include stop loss insurance. We calculate our group health insurance reserve on an undiscounted basis based on estimated reserve rates. We utilize claims lag data provided by our claims administrators to compute the required estimated reserve rate. We calculate our average monthly claims paid using the actual monthly payments during the trailing 12-month period. At that time, we also calculate our required reserve using the reserve rates discussed above. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our group health insurance costs.

Workers Compensation

Workers’ Compensation

We purchase large risk deductible workers’ compensation policies for the majority of our workers’ compensation liabilities that are subject to various deductibles to limit our exposure. We calculate our workers’ compensation reserves on an undiscounted basis based on estimated actuarially calculated development factors. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our workers' compensation costs.

Income Taxes

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. All deferred tax assets and liabilities are classified as noncurrent in our consolidated balance sheet.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies, recent financial operations and their associated valuation allowances, if any. In the event we were to determine that we would be able to realize or not realize our deferred income tax assets in the future in their net recorded amount, we would make an adjustment to the valuation allowance, which would reduce or increase the provision for income taxes, respectively.

Certain provisions of ASC 740, “Income Taxes” provide that a tax benefit from an uncertain tax position may be recognized when it is “more likely than not” that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We use significant judgment in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to be sustained upon examination and (ii) measuring the tax benefit as the largest amount of benefit that is “more likely than not” to be realized upon ultimate settlement. We do not record any benefit for the tax positions where we do not meet the “more likely than not” initial recognition threshold. Income tax positions must meet a “more likely than not” recognition threshold at the effective date to be recognized. We recognize interest and penalties related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results of operations in future periods depending upon their ultimate resolution.

On December 22, 2017, the U.S. enacted comprehensive tax legislation, commonly referred to as the Tax Act. As part of the enacted Tax Act, Global Intangible Low Taxed Income (“GILTI”) provisions were introduced that would impose a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. We have elected to treat any potential GILTI inclusions as a period cost during the year incurred.

On August 16, 2022, the Inflation Reduction Act was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. While we are still evaluating the impact that the Inflation Reduction Act will have on our financial results, we do not believe the impact will be material.

Pension and Other Postretirement Benefits

Pension and Other Postretirement Benefits

We account for pension and other postretirement benefits in accordance with ASC 715, “Compensation – Retirement Benefits”. Accordingly, we recognize the funded status of our pension plans as assets or liabilities in our consolidated balance sheets. The funded status is the difference between our projected benefit obligations and fair value of plan assets. The determination of our obligation and expense for pension and other postretirement benefits is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. We describe these assumptions in “Note 5. Retirement Plans”, which include, among others, the discount rate, expected long-term rates of return on plan assets and rates of increase in compensation levels. We defer actual results that differ from our assumptions, i.e., actuarial gains and losses, and amortize the difference over future periods. Therefore, these differences generally affect our recognized expense and funding requirements in future periods. Actuarial gains and losses occur when actual experience differs from the estimates used to determine the components of net periodic pension cost and when certain assumptions used to determine the fair value of the plan assets or projected benefit obligation are updated, such as but not limited to, changes in the discount rate, plan amendments, differences between actual and expected returns on plan assets, mortality assumptions and plan remeasurement.

The amount of unrecognized actuarial gains and losses recognized in the current year’s operations is based on amortizing the unrecognized gains or losses for each plan that exceed the larger of 10% of the projected benefit obligation or the fair value of plan assets, also known as “the corridor”. The amount of unrecognized gain or loss that exceeds the corridor is amortized over the average future service of the plan participants or the average life expectancy of inactive plan participants for plans where all or almost all of the plan participants are inactive. While we believe that our assumptions are appropriate, significant differences in our actual experience or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and our future expense.

Share-based Compensation

Share-Based Compensation

We recognize expense for share-based compensation plans based on the estimated fair value of the related awards in accordance with ASC 718, “Compensation – Stock Compensation”. Pursuant to our incentive stock plans, we can grant options, restricted stock, restricted stock units and stock appreciation rights (“SAR” or “SARs”) to employees and our non-employee directors. The grants generally vest over a period of up to three years depending on the nature of the award, except for non-employee director grants, which typically vest over a period of up to one year. The majority of our awards are restricted stock units granted to employees and generally contain performance or market conditions that must be met in conjunction with a service requirement for the shares to vest, others contain only a service requirement. We charge compensation expense under the plan to earnings over each award’s individual vesting period. Forfeitures are estimated based on historical experience. In fiscal 2020, in connection with our WestRock Pandemic Action Plan we issued restricted stock units to the majority of our employees to replace their annual cash bonus. See “Note 20. Share-Based Compensation” for additional information.

Asset Retirement Obligations

Asset Retirement Obligations

We account for asset retirement obligations in accordance with ASC 410, “Asset Retirement and Environmental Obligations”. A liability and an asset are recorded equal to the present value of the estimated costs associated with the retirement of long-lived assets where a legal or contractual obligation exists and the liability can be reasonably estimated. The liability is accreted over time and the asset is depreciated over the remaining life of the related asset.

Upon settlement of the liability, we recognize a gain or loss for any difference between the settlement amount and the liability recorded. Asset retirement obligations with indeterminate settlement dates are not recorded until such time that a reasonable estimate may be made. Our asset retirement obligations consist primarily of landfill closure and post-closure costs at certain of our mills. At September 30, 2022, we had recorded liabilities of $96.0 million, $79.6 million in Other long-term liabilities and $16.4 million in Other current liabilities. At September 30, 2021, we had recorded $73.6 million, $73.1 million in Other long-term liabilities and the balance in Other current liabilities.

Repair and Maintenance Costs

Repair and Maintenance Costs

We expense routine repair and maintenance costs as we incur them. We defer certain expenses we incur during planned major maintenance activities and recognize the expenses ratably over the shorter of the estimated interval until the next major maintenance activity or the life of the deferred item. This maintenance is generally performed every 12 to 24 months and has a significant impact on our results of operations in the period performed primarily due to lost production during the maintenance period. Planned major maintenance costs deferred at September 30, 2022 and 2021 were $121.8 million and $110.7 million, respectively. The assets are recorded as Other assets on the consolidated balance sheets.

Foreign Currency

Foreign Currency

We translate the assets and liabilities of our foreign operations from their functional currency into U.S. dollars at the rate of exchange in effect as of the balance sheet date. We reflect the resulting translation adjustments in equity. We translate the revenues and expenses of our foreign operations at a daily average rate prevailing for each month during the fiscal year. We include gains or losses from foreign currency transactions, such as those resulting from the settlement of foreign receivables or payables, in the consolidated statements of operations. We recorded a loss on foreign currency transactions of $5.0 million and $0.7 million in fiscal 2022 and 2021, respectively, and a gain on foreign currency transactions of $6.6 million in fiscal 2020.

Environmental Costs Remediation Costs

Environmental Remediation Costs

We accrue for losses associated with our environmental remediation obligations when it is probable that we have incurred a liability and the amount of the loss can be reasonably estimated. We generally recognize accruals for estimated losses from our environmental remediation obligations no later than completion of a remedial feasibility study and clear indication of remedial options. We adjust such accruals as further information develops or circumstances change. We recognize recoveries of our environmental remediation costs from other parties as assets when we deem their receipt probable. See “Note 17. Commitments and Contingencies — Environmental.”

New Accounting Standards - Recently Adopted and Pending to be Adopted

New Accounting Standards — Adopted in fiscal 2022

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. This ASU removes certain exceptions from recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. This ASU is effective for fiscal years beginning after December 15, 2020 (fiscal 2022 for us) and interim periods within those fiscal years. We adopted the provisions of ASU 2019-12 beginning October 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05, “Leases (Topic 842): Lessors – Certain Leases with Variable Lease Payments”. This ASU requires lessors to classify leases as operating leases if they have variable lease payments that do not depend on an index or rate and would have selling losses at lease commencement if they were classified as sales-type or direct financing leases. For lessors that had adopted ASC 842, "Leases" as of July 19, 2021, when the amendments were issued, the amendments can be applied either retrospectively or prospectively and are effective for annual periods beginning after December 15, 2021 (fiscal 2023 for us) and interim periods within those annual periods. Early adoption is permitted. We early adopted this ASU using the prospective transition approach beginning October 1, 2021. The adoption of this ASU did not have a material impact on our consolidated financial statements.

New Accounting Standards — Pending to be Adopted in Fiscal 2023

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832) – Disclosures by Business Entities about Government Assistance”. This ASU aims to increase the transparency of government assistance through the annual disclosure of the types of assistance, an entity’s accounting for the assistance and the effect of the assistance on an entity’s financial statements. This ASU is effective for annual periods beginning after December 15, 2021 (fiscal 2023 for us), with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This ASU provides temporary optional expedients and exceptions for applying GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848. The ASUs can be adopted after their respective issuance dates through December 31, 2022. We are in process of reviewing and updating our contracts to a new reference rate. We have been addressing the LIBOR transition in our applicable debt facilities and have completed the transition on all of our significant facilities. See “Note 13. Debt” for additional information on our recent credit facility changes. We expect to adopt the provisions of this optional guidance in fiscal 2023. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements.

New Accounting Standards - Recently Issued

New Accounting Standards — Recently Issued

In September 2022, the FASB issued ASU 2022-04, “Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program’s nature, activity during the period, changes from period to period, and potential magnitude. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), except for the amendment on roll forward information which is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us). We are evaluating the impact of this ASU.

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”. This ASU clarifies that contractual sale restrictions should not be considered in measuring the fair value of equity securities. This ASU is effective for fiscal years beginning after December 15, 2023 (fiscal 2025 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

In March 2022, the FASB issued ASU 2022-01, “Derivatives and Hedging (Topic 815): Fair Value Hedging – Portfolio Layer Method”. This ASU expands and clarifies the portfolio layer method for fair value hedges of interest rate risk. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. This ASU requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606. This ASU is intended to reduce diversity in practice and increase comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. This ASU is effective for fiscal years beginning after December 15, 2022 (fiscal 2024 for us), including interim periods therein, with early adoption permitted. We are evaluating the impact of this ASU.

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Description of Business and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2022

Description Of Business And Summary Of Significant Accounting Policies [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure

The following table represents a summary of the changes in the reserve for allowance for doubtful accounts, returns and allowances and cash discounts for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	68.1		$	66.3		$	53.2
Reduction in sales and charges to costs and expenses		261.9			236.5			270.8
Deductions		(263.7	)		(234.7	)		(257.7	)
Balance at end of fiscal year	$	66.3		$	68.1		$	66.3

Property, Plant and Equipment, Estimated Useful Lives

For financial reporting purposes, we provide depreciation and amortization primarily on a straight-line method generally over the estimated useful lives of the assets as follows:

Buildings and building improvements	15-40 years
Machinery and equipment	3-25 years
Transportation equipment	3-8 years

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Revenue Recognition (Tables)

12 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregates Revenue by Geographical Market and Product Type (Segment)

The following tables summarize our disaggregated revenue by primary geographical markets for fiscal 2022, 2021 and 2020 (in millions):

	Year Ended September 30, 2022
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	8,264.7	$	2,870.9	$	5,344.8	$	1,238.3	$	(357.2	)	$	17,361.5
Canada		578.8		510.0		227.7		16.1		(7.5	)		1,325.1
Latin America		456.4		194.4		230.7		164.5		(0.4	)		1,045.6
EMEA		7.7		1,079.9		63.2		—		(0.3	)		1,150.5
Asia Pacific		—		310.0		63.8		—		—			373.8
Total	$	9,307.6	$	4,965.2	$	5,930.2	$	1,418.9	$	(365.4	)	$	21,256.5

	Year Ended September 30, 2021
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Intersegment Sales			Total
U.S.	$	7,518.8	$	2,463.7	$	4,547.7	$	1,105.9	$	(318.9	)	$	15,317.2
Canada		519.3		473.0		205.2		19.7		(6.8	)		1,210.4
Latin America		357.3		159.1		100.1		129.2		(0.3	)		745.4
EMEA		5.1		1,038.2		62.7		—		—			1,106.0
Asia Pacific		—		299.9		67.3		—		(0.1	)		367.1
Total	$	8,400.5	$	4,433.9	$	4,983.0	$	1,254.8	$	(326.1	)	$	18,746.1

	Year Ended September 30, 2020
	Corrugated Packaging		Consumer Packaging		Global Paper		Distribution		Land and Development		Intersegment Sales			Total
U.S.	$	7,054.6	$	2,416.5	$	4,300.4	$	987.1	$	18.9	$	(268.6	)	$	14,508.9
Canada		452.6		436.0		222.3		17.3		—		(3.5	)		1,124.7
Latin America		275.1		120.3		118.0		98.0		—		(0.3	)		611.1
EMEA		7.9		939.6		66.5		—		—		—			1,014.0
Asia Pacific		—		278.0		42.4		—		—		(0.3	)		320.1
Total	$	7,790.2	$	4,190.4	$	4,749.6	$	1,102.4	$	18.9	$	(272.7	)	$	17,578.8

Summary of Opening and Closing Balances of Contract Assets and Contract Liabilities

The opening and closing balances of our contract assets and contract liabilities are as follows. Contract assets and contract liabilities are reported within Other current assets and Other current liabilities, respectively, on the consolidated balance sheets (in millions).

	Contract Assets (Short-Term)		Contract Liabilities (Short-Term)
Beginning balance - October 1, 2021	$	199.1	$	12.8
Ending balance - September 30, 2022		244.0		13.9
Increase	$	44.9	$	1.1

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Restructuring and Other Costs (Tables)

12 Months Ended

Sep. 30, 2022

Restructuring And Other Costs [Abstract]

Schedule of Restructuring and Other Costs

The following table summarizes our Restructuring and other costs for fiscal 2022, 2021 and 2020 (in millions):

	2022		2021		2020
Restructuring	$	392.1	$	28.5	$	93.7
Other		9.5		3.0		19.0
Restructuring and Other Costs	$	401.6	$	31.5	$	112.7

Schedule of Restructuring Charges Related to Active Restructuring Initiatives

The following table presents a summary of restructuring charges related to active restructuring initiatives that we incurred during the last three fiscal years, the cumulative recorded amount since we started the initiatives, and our estimate of the total we expect to incur (in millions):

	2022		2021			2020		Cumulative		Total Expected
Corrugated Packaging
PP&E and related costs	$	0.3	$	2.6		$	0.4	$	3.9	$	3.9
Severance and other employee costs		0.5		4.7			7.5		29.2		29.2
Other restructuring costs		2.6		2.9			5.2		12.8		19.2
Restructuring total	$	3.4	$	10.2		$	13.1	$	45.9	$	52.3
Consumer Packaging
PP&E and related costs	$	—	$	0.5		$	1.0	$	3.3	$	3.3
Severance and other employee costs		6.2		9.7			19.4		36.5		36.5
Other restructuring costs		2.7		3.1			4.1		13.1		13.1
Restructuring total	$	8.9	$	13.3		$	24.5	$	52.9	$	52.9
Global Paper
PP&E and related costs	$	349.3	$	0.2		$	24.3	$	400.6	$	400.6
Severance and other employee costs		11.2		—			1.4		17.8		20.0
Other restructuring costs		8.0		0.1			5.5		28.9		115.0
Restructuring total	$	368.5	$	0.3		$	31.2	$	447.3	$	535.6
Distribution
Severance and other employee costs	$	—	$	—		$	0.2	$	0.2	$	0.2
Other restructuring costs		1.0		—			—		1.0		1.0
Restructuring total	$	1.0	$	—		$	0.2	$	1.2	$	1.2
Land and Development
Severance and other employee costs	$	—	$	—		$	—	$	0.1	$	0.1
Other restructuring costs		—		—			2.0		2.0		2.0
Restructuring total	$	—	$	—		$	2.0	$	2.1	$	2.1
Corporate
PP&E and related costs	$	2.0	$	8.8		$	—	$	10.8	$	10.8
Severance and other employee costs		3.0		0.9			21.1		62.5		62.5
Other restructuring costs		5.3		(5.0	)		1.6		4.5		4.5
Restructuring total	$	10.3	$	4.7		$	22.7	$	77.8	$	77.8
Total
PP&E and related costs	$	351.6	$	12.1		$	25.7	$	418.6	$	418.6
Severance and other employee costs		20.9		15.3			49.6		146.3		148.5
Other restructuring costs		19.6		1.1			18.4		62.3		154.8
Restructuring total	$	392.1	$	28.5		$	93.7	$	627.2	$	721.9

Schedule of Acquisition, Integration and Divestiture Costs

The following table presents acquisition, integration and divestiture costs that we incurred during the last three fiscal years (in millions):

	2022		2021		2020
Acquisition costs	$	4.4	$	0.5	$	0.2
Integration costs		0.7		1.7		18.7
Divestiture costs		4.4		0.8		0.1
Other total	$	9.5	$	3.0	$	19.0

Schedule of Changes in Restructuring Accrual and Reconciliation of Accrual Charges

The following table summarizes the changes in the restructuring accrual, which is primarily composed of accrued severance and other employee costs, and a reconciliation of the restructuring accrual charges to the line item “Restructuring and other costs” on our consolidated statements of operations for the last three fiscal years (in millions):

	2022			2021			2020
Accrual at beginning of fiscal year	$	13.4		$	17.2		$	32.3
Additional accruals		33.4			17.4			51.3
Payments		(15.9	)		(17.2	)		(56.6	)
Adjustment to accruals		(5.6	)		(2.1	)		(6.2	)
Foreign currency rate changes and other		(0.1	)		(1.9	)		(3.6	)
Accrual at end of fiscal year	$	25.2		$	13.4		$	17.2

Reconciliation of accruals and charges to restructuring and other costs (in millions):

	2022		2021		2020
Additional accruals and adjustments to accruals    (see table above)	$	27.8	$	15.3	$	45.1
PP&E and related costs		351.6		12.1		25.7
Severance and other employee costs		0.5		0.3		1.6
Acquisition costs		4.4		0.5		0.2
Integration costs		0.7		1.7		18.7
Divestiture costs		4.4		0.8		0.1
Other restructuring costs		12.2		0.8		21.3
Total restructuring and other costs, net	$	401.6	$	31.5	$	112.7

XML

Retirement Plans (Tables)

12 Months Ended

Sep. 30, 2022

Retirement Plans [Abstract]

Schedule of Allocation of Plan Assets

Our target asset allocations by asset category at September 30 were as follows:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Equity investments		18	%		23	%		19	%		21	%
Fixed income investments		73	%		73	%		73	%		74	%
Short-term investments		1	%		1	%		1	%		1	%
Other investments		8	%		3	%		7	%		4	%
Total		100	%		100	%		100	%		100	%

Our asset allocations by asset category at September 30 were as follows:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Equity investments		18	%		21	%		21	%		21	%
Fixed income investments		70	%		73	%		71	%		72	%
Short-term investments		4	%		2	%		3	%		2	%
Other investments		8	%		4	%		5	%		5	%
Total		100	%		100	%		100	%		100	%

Schedule of Weighted-Average Assumptions Used

The weighted average assumptions used to measure the benefit plan obligations at September 30, were:

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		5.63	%		5.12	%		2.99	%		2.63	%
Interest crediting rate		3.08	%	N/A				3.48	%	N/A
Rate of compensation increase		2.50	%		2.97	%		2.50	%		2.65	%

Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended:

	Pension Plans
	2022						2021						2020
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		2.99	%		2.63	%		3.01	%		2.16	%		3.35	%		2.42	%
Interest crediting rate		3.48	%	N/A				3.47	%	N/A				4.22	%	N/A
Rate of compensation increase		2.50	%		2.65	%		2.50	%		2.68	%		3.00	%		2.65	%
Expected long-term rate of return on    plan assets		5.75	%		3.81	%		6.00	%		3.73	%		6.25	%		4.26	%

The weighted average assumptions used to measure the benefit plan obligations at September 30 were:

	Postretirement plans
	2022						2021
	U.S. Plans			Non-U.S.  Plans			U.S. Plans			Non-U.S.  Plans
Discount rate		5.57	%		7.56	%		2.98	%		6.45	%

Weighted-average assumptions used in the calculation of benefit plan expense for fiscal years ended:

	Postretirement Plans
	2022						2021						2020
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Discount rate		2.98	%		6.45	%		3.00	%		4.84	%		3.34	%		5.64	%
Rate of compensation increase	N/A			N/A			N/A			N/A			N/A			N/A

Schedule of Changes in Benefit Obligations

The following table shows the changes in benefit obligation, plan assets and funded status for the years ended September 30 (in millions):

	Pension Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Change in projected benefit obligation:
Benefit obligation at beginning of fiscal year	$	5,239.1		$	1,438.5		$	5,264.5		$	1,471.5
Service cost		40.8			7.0			42.5			8.6
Interest cost		152.1			36.1			154.6			32.7
Amendments		0.3			—			5.0			0.6
Actuarial (gain) loss		(1,317.1	)		(340.1	)		20.7			(66.1	)
Plan participant contributions		—			1.7			—			1.9
Benefits paid		(246.9	)		(77.6	)		(248.2	)		(78.0	)
Curtailments		—			0.2			—			—
Settlements		(1.8	)		(2.4	)		—			(1.4	)
Foreign currency rate changes		—			(128.1	)		—			68.7
Benefit obligation at end of fiscal year	$	3,866.5		$	935.3		$	5,239.1		$	1,438.5
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	5,627.0		$	1,455.7		$	5,369.7		$	1,418.0
Actual (loss) gain on plan assets		(1,281.4	)		(322.1	)		491.9			38.7
Employer contributions		13.0			8.2			13.6			9.6
Plan participant contributions		—			1.7			—			1.9
Benefits paid		(246.9	)		(77.6	)		(248.2	)		(78.0	)
Settlements		(1.8	)		(2.5	)		—			(1.4	)
Foreign currency rate changes		—			(133.7	)		—			66.9
Fair value of plan assets at end of fiscal year	$	4,109.9		$	929.7		$	5,627.0		$	1,455.7
Funded (unfunded) status	$	243.4		$	(5.6	)	$	387.9		$	17.2
Amounts recognized in the Consolidated Balance Sheets:
Prepaid pension asset	$	379.1		$	61.2		$	566.8		$	107.5
Other current liabilities		(11.7	)		(1.4	)		(13.5	)		(1.0	)
Pension liabilities, net of current portion		(124.0	)		(65.4	)		(165.4	)		(89.3	)
Over (under) funded status at end of fiscal year	$	243.4		$	(5.6	)	$	387.9		$	17.2

The following table shows the changes in benefit obligation, plan assets and funded status for the fiscal years ended September 30 (in millions):

	Postretirement Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Change in projected benefit obligation:
Benefit obligation at beginning of fiscal year	$	86.4		$	58.3		$	93.6		$	62.5
Service cost		0.6			0.4			0.6			0.6
Interest cost		2.6			3.8			2.8			3.1
Actuarial gain		(16.3	)		(9.8	)		(6.1	)		(8.1	)
Benefits paid		(4.8	)		(2.8	)		(4.5	)		(2.8	)
Foreign currency rate changes		—			(1.6	)		—			3.0
Benefit obligation at end of fiscal year	$	68.5		$	48.3		$	86.4		$	58.3
Change in plan assets:
Fair value of plan assets at beginning of fiscal year	$	—		$	—		$	—		$	—
Employer contributions		4.8			2.8			4.5			2.8
Benefits paid		(4.8	)		(2.8	)		(4.5	)		(2.8	)
Fair value of plan assets at end of fiscal year	$	—		$	—		$	—		$	—
Underfunded Status	$	(68.5	)	$	(48.3	)	$	(86.4	)	$	(58.3	)
Amounts recognized in the Consolidated Balance Sheets:
Other current liabilities	$	(8.7	)	$	(2.7	)	$	(8.2	)	$	(2.8	)
Postretirement benefit liabilities, net of current portion		(59.8	)		(45.6	)		(78.2	)		(55.5	)
Underfunded status at end of fiscal year	$	(68.5	)	$	(48.3	)	$	(86.4	)	$	(58.3	)

Schedule of Accumulated and Projected Benefit Obligations

The pre-tax amounts in accumulated other comprehensive loss at September 30 not yet recognized as components of net periodic pension cost, including noncontrolling interest, consist of (in millions):

	Pension Plans
	2022				2021
	U.S. Plans		Non-U.S. Plans		U.S. Plans		Non-U.S. Plans
Net actuarial loss	$	849.8	$	155.6	$	573.1	$	125.9
Prior service cost		34.6		1.8		42.4		2.6
Total accumulated other comprehensive loss	$	884.4	$	157.4	$	615.5	$	128.5

The pre-tax amounts in accumulated other comprehensive loss at September 30 not yet recognized as components of net periodic postretirement cost, including noncontrolling interest, consist of (in millions):

	Postretirement Plans
	2022						2021
	U.S. Plans			Non-U.S. Plans			U.S. Plans			Non-U.S. Plans
Net actuarial (gain) loss	$	(32.2	)	$	(4.8	)	$	(16.1	)	$	4.8
Prior service (credit) cost		(2.3	)		1.0			(3.2	)		1.1
Total accumulated other comprehensive (income) loss	$	(34.5	)	$	(3.8	)	$	(19.3	)	$	5.9

Schedule of Amounts Recognized in Other Comprehensive Loss (Income)

The pre-tax amounts recognized in other comprehensive loss (income), including noncontrolling interest, are as follows at September 30 (in millions):

	Pension Plans
	2022			2021			2020
Net actuarial loss (gain) arising during period	$	315.3		$	(208.0	)	$	(26.2	)
Amortization and settlement recognition of net actuarial loss		(8.9	)		(34.5	)		(48.2	)
Prior service cost arising during period		0.2			5.6			25.0
Amortization of prior service cost		(8.9	)		(8.4	)		(7.8	)
Net other comprehensive loss (income) recognized	$	297.7		$	(245.3	)	$	(57.2	)

The pre-tax amounts recognized in other comprehensive loss (income), including noncontrolling interest, are as follows at September 30 (in millions):

	Postretirement Plans
	2022			2021			2020
Net actuarial gain arising during period	$	(26.2	)	$	(14.2	)	$	(8.4	)
Amortization and settlement recognition of net actuarial    gain (loss)		0.5			0.6			(0.1	)
Prior service cost arising during period		—			—			1.9
Amortization or curtailment recognition of prior service credit		0.7			2.4			2.7
Net other comprehensive income recognized	$	(25.0	)	$	(11.2	)	$	(3.9	)

Summary of Components of Net Pension Income and Summary of Components of Postretirement Benefit Cost

The net periodic pension income recognized in the consolidated statements of operations is comprised of the following for fiscal years ended (in millions):

	Pension Plans
	2022			2021			2020
Service cost	$	47.8		$	51.1		$	52.6
Interest cost		188.2			187.3			198.6
Expected return on plan assets		(368.6	)		(368.1	)		(362.3	)
Amortization of net actuarial loss		8.8			34.2			46.8
Amortization of prior service cost		8.4			8.4			7.5
Curtailment loss		0.5			—			0.4
Settlement loss		0.1			0.4			1.4
Company defined benefit plan income		(114.8	)		(86.7	)		(55.0	)
Multiemployer and other plans		1.5			1.6			2.0
Net pension income	$	(113.3	)	$	(85.1	)	$	(53.0	)

The net periodic postretirement cost recognized in the consolidated statements of operations is comprised of the following for fiscal years ended (in millions):

	Postretirement Plans
	2022			2021			2020
Service cost	$	1.0		$	1.2		$	1.3
Interest cost		6.4			5.9			6.9
Amortization of net actuarial (gain) loss		(0.5	)		(0.6	)		0.1
Amortization of prior service credit		(0.7	)		(2.4	)		(2.7	)
Net postretirement cost	$	6.2		$	4.1		$	5.6

Schedule of Estimated Benefit Payments

Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

	Pension Plans
	U.S. Plans		Non-U.S. Plans
Fiscal 2023	$	275.9	$	90.9
Fiscal 2024	$	279.9	$	68.8
Fiscal 2025	$	287.0	$	68.7
Fiscal 2026	$	290.0	$	68.3
Fiscal 2027	$	281.8	$	68.2
Fiscal Years 2028 – 2032	$	1,436.1	$	338.0

Our projected estimated benefit payments (unaudited), which reflect expected future service, as appropriate, are as follows (in millions):

	Postretirement Plans
	U.S. Plans		Non-U.S. Plans
Fiscal 2023	$	8.7	$	2.7
Fiscal 2024	$	7.5	$	2.8
Fiscal 2025	$	6.9	$	2.9
Fiscal 2026	$	6.5	$	3.0
Fiscal 2027	$	6.1	$	3.1
Fiscal Years 2028 – 2032	$	26.6	$	17.6

Summary of Pension Plan Assets Measured at Fair Value on Recurring Basis

The following table summarizes our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2022 (in millions):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities:
U.S. equities (1)	$	150.7	$	150.7	$	—
Non-U.S. equities (1)		85.9		85.9		—
Fixed income securities:
U.S. government securities (2)		164.3		—		164.3
Non-U.S. government securities (3)		74.5		—		74.5
U.S. corporate bonds (3)		2,173.7		95.4		2,078.3
Non-U.S. corporate bonds (3)		545.0		—		545.0
Other fixed income (4)		223.1		—		223.1
Short-term investments (5)		181.9		181.9		—
Benefit plan assets measured in the fair value hierarchy	$	3,599.1	$	513.9	$	3,085.2
Assets measured at NAV (6)		1,440.5
Total benefit plan assets	$	5,039.6

The following table summarizes our pension plan assets measured at fair value on a recurring basis (at least annually) as of September 30, 2021 (in millions):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)
Equity securities:
U.S. equities (1)	$	275.1	$	275.1	$	—
Non-U.S. equities (1)		9.4		9.4		—
Fixed income securities:
U.S. government securities (2)		292.4		—		292.4
Non-U.S. government securities (3)		113.2		—		113.2
U.S. corporate bonds (3)		2,987.8		137.6		2,850.2
Non-U.S. corporate bonds (3)		511.1		—		511.1
Other fixed income (4)		435.5		—		435.5
Short-term investments (5)		195.5		195.5		—
Benefit plan assets measured in the fair value hierarchy	$	4,820.0	$	617.6	$	4,202.4
Assets measured at NAV (6)		2,262.7
Total benefit plan assets	$	7,082.7

(1)Equity securities are comprised of the following investment types: (i) common stock, (ii) preferred stock, and (iii) equity exchange traded funds. Level 1 investments in common and preferred stocks and exchange traded funds are valued using quoted market prices multiplied by the number of shares owned.

(2)U.S. government securities include treasury and agency debt. These investments are valued using broker quotes in an active market.

(3)The level 1 non-U.S. government securities investment is an exchange cleared swap valued using quoted market prices. The level 1 U.S. corporate bonds category is primarily comprised of U.S. dollar denominated investment grade securities and valued using quoted market prices. Level 2 investments are valued utilizing a market approach that includes various valuation techniques and sources such as value generation models, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads, and/or other applicable reference data.

(4)Other fixed income is comprised of municipal and asset-backed securities. Investments are valued utilizing a market approach that includes various valuation techniques and sources, such as broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads and/or other applicable reference data.

(5)Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in interest-bearing accounts.

(6)Investments that are measured at net asset value (“NAV”) (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

Summary of Assets Measured at Fair Value Based on NAV Per Share

The following table summarizes assets measured at fair value based on NAV per share as a practical expedient as of September 30, 2022 and 2021 (in millions):

	Fair value		Redemption Frequency	Redemption Notice Period	Unfunded Commitments
September 30, 2022
Hedge funds (1)	$	26.4	Monthly	Up to 30 days	$	—
Commingled funds, private equity, private real    estate investments, and equity related    investments (2)		1,031.9	Monthly	Up to 60 days		199.7
Fixed income and fixed income related    instruments (3)		382.2	Monthly	Up to 10 days		—
	$	1,440.5			$	199.7
September 30, 2021
Hedge funds (1)	$	38.9	Monthly	Up to 30 days	$	—
Commingled funds, private equity, private real    estate investments, and equity related    investments (2)		1,498.2	Monthly	Up to 60 days		171.7
Fixed income and fixed income related    instruments (3)		725.6	Monthly	Up to 10 days		—
	$	2,262.7			$	171.7

(1)Hedge fund investments are primarily made through shares of limited partnerships or similar structures. Hedge funds are typically valued monthly by third-party administrators that have been appointed by the funds’ general partners.

(2)Commingled fund investments are valued at the NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

(3)Fixed income and fixed income related instruments consist of commingled debt funds, which are valued at their NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

Schedule of Health Care Cost Trend Rates

The assumed health care cost trend rates used in measuring the accumulated postretirement benefit obligation (“APBO”) are as follows at September 30, 2022:

U.S. Plans
Health care cost trend rate assumed for next year		4.90	%
Rate to which the cost trend rate is assumed to decline (the ultimate    trend rate)		4.00	%
Year the rate reaches the ultimate trend rate	2047
Non-U.S. Plans
Health care cost trend rate assumed for next year		5.68	%
Rate to which the cost trend rate is assumed to decline (the ultimate    trend rate)		5.68	%
Year the rate reaches the ultimate trend rate	2022

XML

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of Income (Loss) before Income Tax, Domestic and Foreign

The components of income (loss) before income taxes are as follows (in millions):

	Year Ended September 30,
	2022		2021		2020
United States	$	860.4	$	822.4	$	(440.7	)
Foreign		358.4		263.5		(81.9	)
Income (loss) before income taxes	$	1,218.8	$	1,085.9	$	(522.6	)

Schedule of Components of Income Tax Expense

Income tax expense consists of the following components (in millions):

	Year Ended September 30,
	2022			2021			2020
Current income taxes:
Federal	$	205.2		$	171.2		$	31.6
State		44.9			27.2			23.5
Foreign		116.1			78.4			66.8
Total current expense		366.2			276.8			121.9
Deferred income taxes:
Federal		(67.3	)		(39.0	)		42.4
State		(16.2	)		(10.2	)		6.2
Foreign		(13.1	)		15.8			(7.0	)
Total deferred (benefit) expense		(96.6	)		(33.4	)		41.6
Total income tax expense	$	269.6		$	243.4		$	163.5

Schedule of Effective Income Tax Rate Reconciliation

The differences between the statutory federal income tax rate and our effective income tax rate are as follows:

	Year Ended September 30,
	2022			2021			2020 (1)
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Foreign rate differential		2.1			0.9			(1.1	)
Adjustment and resolution of federal, state and foreign tax    uncertainties		(0.4	)		0.1			2.7
State taxes, net of federal benefit		1.6			2.0			(0.3	)
Excess tax benefit related to stock compensation		0.1			0.2			(0.5	)
Research and development and other tax credits, net of    reserves		(1.2	)		(0.5	)		3.7
(Loss) income attributable to noncontrolling interest		(0.1	)		0.1			0.1
Change in valuation allowance		0.7			2.8			(4.1	)
Goodwill impairment		—			—			(51.2	)
Nontaxable increased cash surrender value		—			(1.1	)		1.3
Withholding taxes		0.5			0.2			(0.7	)
Foreign derived intangible income		(1.0	)		(1.2	)		1.3
Deferred rate change		(0.6	)		(1.0	)		(1.8	)
Brazilian net worth deduction		(1.1	)		(0.7	)		1.7
Other, net		0.5			(0.4	)		(3.4	)
Effective tax rate		22.1	%		22.4	%		(31.3	)%

(1)The negative tax rate for fiscal year 2020 is the result of applying total income tax expense to the loss before income taxes. The signs within the table are consequently the opposite compared to fiscal 2022 and 2021.

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to deferred income tax assets and liabilities consist of the following (in millions):

	September 30,
	2022		2021
Deferred income tax assets:
Accruals and allowances	$	—	$	6.7
Employee related accruals and allowances		107.6		119.0
State net operating loss carryforwards, net of federal benefit		43.6		57.5
State credit carryforwards, net of federal benefit		89.7		84.9
Federal and foreign net operating loss carryforwards		165.8		193.6
Restricted stock and options		26.7		30.2
Lease liabilities		177.4		177.1
Other		44.6		42.1
Total		655.4		711.1
Deferred income tax liabilities:
Accruals and allowances		9.0		—
Property, plant and equipment		1,669.5		1,805.2
Deductible intangibles and goodwill		724.1		796.6
Inventory reserves		261.4		243.5
Deferred gain		272.8		272.8
Basis difference in joint ventures		35.9		32.9
Pension		2.7		36.3
Right-of-use assets		166.1		164.9
Total		3,141.5		3,352.2
Valuation allowances		248.8		277.5
Net deferred income tax liability	$	2,734.9	$	2,918.6

Location Of Deferred Taxes In Balance Sheet

Deferred taxes are recorded as follows in the consolidated balance sheets (in millions):

	September 30,
	2022		2021
Long-term deferred tax asset (1)	$	27.0	$	25.8
Long-term deferred tax liability		2,761.9		2,944.4
Net deferred income tax liability	$	2,734.9	$	2,918.6

(1)The long-term deferred tax asset is presented in Other assets on the consolidated balance sheets.

Summary of Valuation Allowance

The following table represents a summary of the valuation allowances against deferred tax assets for fiscal 2022, 2021 and 2020 (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	277.5		$	257.5		$	218.0
Increases		12.3			22.2			46.2
Reductions		(41.0	)		(2.2	)		(6.7	)
Balance at end of fiscal year	$	248.8		$	277.5		$	257.5

Summary of Income Tax Contingencies

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows (in millions):

	2022			2021			2020
Balance at beginning of fiscal year	$	199.5		$	206.7		$	224.3
Additions for tax positions taken in current year (1)		1.8			2.7			5.0
Additions for tax positions taken in prior fiscal years		27.6			10.8			11.7
Reductions for tax positions taken in prior fiscal years (1)		—			—			(16.7	)
Reductions due to settlement		(0.8	)		—			—
(Reductions) additions for currency translation adjustments		(1.1	)		1.5			(8.8	)
Reductions as a result of a lapse of the applicable statute of    limitations		(31.5	)		(22.2	)		(8.8	)
Balance at end of fiscal year	$	195.5		$	199.5		$	206.7

(1)Reductions taken in fiscal 2020 include primarily positions taken related to foreign subsidiaries.

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Segment Information (Tables)

12 Months Ended

Sep. 30, 2022

Segment Reporting [Abstract]

Schedule of Revenue from External Customers, Segment Income and Long-Lived Assets, by Geographical Areas

Some of our operations are located in locations such as Canada, Latin America, EMEA and Asia Pacific. The table below reflects financial data of our foreign operations for each of the past three fiscal years, some of which were transacted in U.S. dollars (in millions):

	Years Ended September 30,
	2022		2021		2020
Net sales (unaffiliated customers):
U.S.	$	17,361.5	$	15,317.2	$	14,508.9
Canada		1,325.1		1,210.4		1,124.7
Latin America		1,045.6		745.4		611.1
EMEA		1,150.5		1,106.0		1,014.0
Asia Pacific		373.8		367.1		320.1
Total	$	21,256.5	$	18,746.1	$	17,578.8

	Years Ended September 30,
	2022		2021		2020
Long-lived assets:
U.S.	$	9,278.2	$	9,654.6	$	9,962.5
Canada		391.4		413.0		382.1
Latin America		719.0		725.8		639.9
EMEA		320.4		364.9		362.8
Asia Pacific		72.0		87.8		90.2
Total	$	10,781.0	$	11,246.1	$	11,437.5

Certain Financial Data for Segments

The following tables show selected financial data for our segments (in millions):

	Years Ended September 30,
	2022			2021			2020
Net sales (aggregate):
Corrugated Packaging	$	9,307.6		$	8,400.5		$	7,790.2
Consumer Packaging		4,965.2			4,433.9			4,190.4
Global Paper		5,930.2			4,983.0			4,749.6
Distribution		1,418.9			1,254.8			1,102.4
Land and Development		—			—			18.9
Total	$	21,621.9		$	19,072.2		$	17,851.5
Less net sales (intersegment):
Corrugated Packaging	$	328.0		$	305.3		$	250.0
Consumer Packaging		27.8			20.3			20.2
Distribution		9.6			0.5			2.5
Total	$	365.4		$	326.1		$	272.7
Net sales (unaffiliated customers):
Corrugated Packaging	$	8,979.6		$	8,095.2		$	7,540.2
Consumer Packaging		4,937.4			4,413.6			4,170.2
Global Paper		5,930.2			4,983.0			4,749.6
Distribution		1,409.3			1,254.3			1,099.9
Land and Development		—			—			18.9
Total	$	21,256.5		$	18,746.1		$	17,578.8
Adjusted EBITDA:
Corrugated Packaging	$	1,386.7		$	1,394.0		$	1,474.2
Consumer Packaging		829.2			720.8			660.7
Global Paper		1,246.4			883.7			701.9
Distribution		79.7			68.8			48.7
Total		3,542.0			3,067.3			2,885.5
Depreciation, depletion and amortization		(1,488.6	)		(1,460.0	)		(1,487.0	)
Gain on sale of certain closed facilities		18.6			0.9			15.6
Multiemployer pension withdrawal (expense) income		(0.2	)		2.9			1.1
Mineral rights impairment		(26.0	)		—			—
Restructuring and other costs		(401.6	)		(31.5	)		(112.7	)
Goodwill impairment		—			—			(1,333.2	)
Non-allocated expenses		(82.6	)		(68.1	)		(73.3	)
Interest expense, net		(318.8	)		(372.3	)		(393.5	)
Loss on extinguishment of debt		(8.5	)		(9.7	)		(1.5	)
Other (expense) income, net		(11.0	)		10.9			9.5
Other adjustments		(4.5	)		(54.5	)		(33.1	)
Income (loss) before income taxes	$	1,218.8		$	1,085.9		$	(522.6	)

	Years Ended September 30,
	2022			2021		2020
Depreciation, depletion and amortization:
Corrugated Packaging	$	683.0		$	674.5	$	674.8
Consumer Packaging		349.5			352.2		345.4
Global Paper		425.1			405.9		439.1
Distribution		27.3			23.6		23.5
Corporate		3.7			3.8		4.2
Total	$	1,488.6		$	1,460.0	$	1,487.0
Other adjustments:
Corrugated Packaging	$	(4.8	)	$	13.3	$	6.3
Consumer Packaging		7.7			11.7		16.3
Global Paper		(0.6	)		3.3		11.9
Distribution		—			0.6		—
Land and Development		—			—		(1.4	)
Corporate		2.2			25.6		—
Total	$	4.5		$	54.5	$	33.1
Equity in income (loss) of unconsolidated entities:
Corrugated Packaging	$	70.3		$	36.7	$	12.6
Consumer Packaging		3.4			4.0		2.8
Global Paper		(0.8	)		0.2		0.4
Total	$	72.9		$	40.9	$	15.8

The following table shows selected financial data for our segments (in millions):

	Years Ended September 30,
	2022		2021		2020
Assets:
Corrugated Packaging	$	11,382.5	$	11,557.6	$	11,623.4
Consumer Packaging		6,704.5		6,757.3		6,535.8
Global Paper		7,039.2		7,527.6		7,549.5
Distribution		863.0		800.1		718.9
Assets held for sale		34.4		10.9		7.0
Corporate		2,381.9		2,600.8		2,345.1
Total	$	28,405.5	$	29,254.3	$	28,779.7
Intangibles, net:
Corrugated Packaging	$	648.4	$	765.9	$	889.1
Consumer Packaging		1,523.5		1,719.2		1,857.6
Global Paper		612.6		677.7		744.6
Distribution		136.1		156.0		175.9
Total	$	2,920.6	$	3,318.8	$	3,667.2
Capital expenditures:
Corrugated Packaging	$	370.4	$	331.4	$	389.9
Consumer Packaging		202.1		192.7		140.2
Global Paper		238.6		259.4		417.8
Distribution		6.1		1.3		0.3
Corporate		45.4		30.7		29.9
Total	$	862.6	$	815.5	$	978.1
Equity method investments:
Corrugated Packaging	$	479.3	$	434.4	$	414.2
Consumer Packaging		0.5		17.7		13.7
Global Paper		0.5		0.8		1.3
Corporate		0.1		0.4		0.4
Total	$	480.4	$	453.3	$	429.6

Changes in Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for the fiscal years ended September 30, 2022, 2021 and 2020 are as follows (in millions):

	Legacy Reportable Segments						New Reportable Segments
	Corrugated Packaging			Consumer Packaging			Corrugated Packaging			Consumer Packaging			Global Paper			Distribution			Total
Balance as of Sep. 30, 2019
Goodwill	$	3,695.1		$	3,633.3		$	—		$	—		$	—		$	—		$	7,328.4
Accumulated impairment   losses		(0.1	)		(42.7	)		—			—			—			—			(42.8	)
		3,695.0			3,590.6			—			—			—			—			7,285.6
Goodwill impairment		—			(1,333.2	)		—			—			—			—			(1,333.2	)
Goodwill disposed of		—			(0.3	)		—			—			—			—			(0.3	)
Purchase price allocation    adjustments		14.3			(0.6	)		—			—			—			—			13.7
Translation adjustments		(35.8	)		32.2			—			—			—			—			(3.6	)
Balance as of Sep. 30, 2020
Goodwill		3,673.6			3,664.6			—			—			—			—			7,338.2
Accumulated impairment   losses		(0.1	)		(1,375.9	)		—			—			—			—			(1,376.0	)
		3,673.5			2,288.7			—			—			—			—			5,962.2
Goodwill disposed of		(16.4	)		—			—			—			—			—			(16.4	)
Translation adjustments		6.2			7.2			—			—			—			—			13.4
Balance as of Sep. 30, 2021
Goodwill		3,663.4			3,671.8			—			—			—			—			7,335.2
Accumulated impairment   losses		(0.1	)		(1,375.9	)		—			—			—			—			(1,376.0	)
		3,663.3			2,295.9			—			—			—			—			5,959.2
Segment recasting (1)		(3,663.3	)		(2,295.9	)		2,834.8			1,603.3			1,382.0			139.1			—
Goodwill acquired		—			—			3.2			—			—			—			3.2
Translation adjustments		—			—			(35.2	)		(14.9	)		(15.5	)		(1.6	)		(67.2	)
Balance as of Sep. 30, 2022
Goodwill	$	—		$	—		$	2,802.8		$	1,588.4		$	1,366.5		$	137.5		$	5,895.2

(1)Represents the reallocation of goodwill as a result of our October 1, 2021 segment change.

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Interest (Tables)

12 Months Ended

Sep. 30, 2022

Interest Income (Expense), Net [Abstract]

Summary of Components of Interest Expense, Net

The components of interest expense, net is as follows (in millions):

	Years Ended September 30,
	2022			2021			2020
Interest expense	$	(375.6	)	$	(418.9	)	$	(465.5	)
Interest income		56.8			46.6			72.0
Interest expense, net	$	(318.8	)	$	(372.3	)	$	(393.5	)

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Inventories (Tables)

12 Months Ended

Sep. 30, 2022

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories are as follows (in millions):

	September 30,
	2022			2021
Finished goods and work in process	$	1,102.4		$	972.7
Raw materials		1,135.9			888.1
Supplies and spare parts		529.6			536.4
Inventories at FIFO cost		2,767.9			2,397.2
LIFO reserve		(450.8	)		(223.9	)
Net inventories	$	2,317.1		$	2,173.3

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Property, Plant and Equipment (Tables)

12 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment consists of the following (in millions):

	September 30,
	2022			2021
Property, plant and equipment at cost:
Land and buildings	$	2,646.4		$	2,626.0
Machinery and equipment		16,592.5			15,853.1
Forestlands and mineral rights (1)		95.7			120.0
Transportation equipment		24.2			26.1
Leasehold improvements		103.4			93.9
		19,462.2			18,719.1
Less: accumulated depreciation, depletion and amortization		(9,380.8	)		(8,149.0	)
Property, plant and equipment, net	$	10,081.4		$	10,570.1

In fiscal 2022, we recorded a $26.0 million pre-tax non-cash impairment of certain mineral rights. With the impairment, we have no remaining mineral rights.

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Other Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2022

Other Intangible Assets [Abstract]

Schedule of Gross Carrying Amount and Accumulated Amortization Relating to Intangible Assets, Excluding Goodwill

The gross carrying amount and accumulated amortization relating to intangible assets, excluding goodwill, are as follows and reflect the removal of fully amortized intangible assets in the period fully amortized (in millions, except weighted avg. life):

			September 30,
			2022					2021
	Weighted Avg. Life (in years)		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Customer relationships		15.6	$	4,888.5	$	(2,038.1	)	$	4,963.0	$	(1,724.3	)
Trademarks and tradenames		22.5		80.7		(26.2	)		80.4		(20.9	)
Technology and patents		11.8		24.4		(12.9	)		23.5		(9.4	)
License costs		15.8		0.3		(0.1	)		16.2		(15.1	)
Non-compete agreements		2.0		1.9		(1.1	)		1.9		(0.2	)
Other		29.5		3.5		(0.3	)		4.0		(0.3	)
Total		15.7	$	4,999.3	$	(2,078.7	)	$	5,089.0	$	(1,770.2	)

Estimated Intangible Asset Amortization Expense

Estimated intangible asset amortization expense for the succeeding five fiscal years is as follows (in millions):

Fiscal 2023	$	340.2
Fiscal 2024	$	318.8
Fiscal 2025	$	304.1
Fiscal 2026	$	296.7
Fiscal 2027	$	292.9

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Fair Value (Tables)

12 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

Summary of Accounts Receivable Sales Agreements

The following table represents a summary of these accounts receivable sales agreements for fiscal 2022 and 2021 (in millions):

	2022			2021
Receivable from financial institutions at beginning of fiscal year	$	—		$	—
Receivables sold to the financial institutions and derecognized		(2,954.8	)		(2,732.2	)
Receivables collected by financial institutions		2,896.0			2,655.6
Cash proceeds from financial institutions		58.8			76.6
Receivable from financial institutions at September 30,	$	—		$	—

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Debt (Tables)

12 Months Ended

Sep. 30, 2022

Debt [Abstract]

Schedule of Carrying Value and Weighted Average Interest Rate of Individual Components of Debt

The following were individual components of debt (in millions, except percentages):

	September 30, 2022					September 30, 2021
	Carrying Value		Weighted Avg Interest Rate			Carrying Value		Weighted Avg Interest Rate
Public bonds due fiscal 2023 to 2028	$	3,433.4		4.0	%	$	3,778.2		4.0	%
Public bonds due fiscal 2029 to 2033		2,753.3		4.5	%		2,766.5		4.5	%
Public bonds due fiscal 2037 to 2047		177.8		6.2	%		178.2		6.2	%
Revolving credit and swing facilities		286.3		1.9	%		270.0		1.1	%
Term loan facilities		598.2		3.1	%		598.9		3.0	%
International and other debt		127.6		12.8	%		225.1		4.8	%
Finance lease obligations		287.5		4.2	%		264.1		4.1	%
Vendor financing and commercial card    programs		123.1	N/A				113.1	N/A
Total debt		7,787.2		4.2	%		8,194.1		4.0	%
Less: current portion of debt		212.2					168.8
Long-term debt due after one year	$	7,575.0				$	8,025.3

Schedule of Aggregate Maturities of Debt

As of September 30, 2022, the aggregate maturities of debt, excluding finance lease obligations, for the succeeding five fiscal years and thereafter are as follows (in millions):

Fiscal 2023	$	178.6
Fiscal 2024		529.0
Fiscal 2025		893.8
Fiscal 2026		765.1
Fiscal 2027		501.1
Thereafter		4,498.5
Fair value of debt step-up, deferred financing costs and unamortized    bond discounts		133.6
Total	$	7,499.7

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Leases (Tables)

12 Months Ended

Sep. 30, 2022

Leases [Abstract]

Schedule of Components of Lease Costs

Components of Lease Costs

The following table presents certain information related to the lease costs for finance and operating leases (in millions):

	Years Ended September 30,
	2022			2021			2020
Operating lease costs	$	218.1		$	211.0		$	201.2
Variable and short-term lease costs		122.8			104.6			105.5
Sublease income		(6.1	)		(8.9	)		(6.7	)
Finance lease cost:
Amortization of lease assets		15.1			9.6			10.5
Interest on lease liabilities		7.9			7.2			7.9
Total lease cost, net	$	357.8		$	323.5		$	318.4

Summary of Supplemental Balance Sheet Information Related to Leases

Supplemental Balance Sheet Information Related to Leases

The table below presents the lease-related assets and liabilities recorded on the balance sheet (in millions):

		September 30,
	Consolidated Balance Sheet Caption	2022			2021
Operating leases:
Operating lease right-of-use asset	Other assets	$	699.6		$	676.0
Current operating lease liabilities	Other current liabilities	$	191.9		$	177.9
Noncurrent operating lease liabilities	Other long-term liabilities		551.1			537.9
Total operating lease liabilities		$	743.0		$	715.8
Finance leases:
Property, plant and equipment		$	177.4		$	143.2
Accumulated depreciation			(37.3	)		(28.3	)
Property, plant and equipment, net		$	140.1		$	114.9
Current finance lease liabilities	Current portion of debt	$	14.5		$	8.7
Noncurrent finance lease liabilities	Long-term debt due after one year		273.0			255.4
Total finance lease liabilities		$	287.5		$	264.1

Summary of Lease Term and Discount Rate

Lease Term and Discount Rate

	September 30,
	2022			2021
Weighted average remaining lease term:
Operating leases	5.0 years			5.4 years
Finance leases	7.3 years			8.3 years
Weighted average discount rate:
Operating leases		2.7	%		2.4	%
Finance leases		4.2	%		4.1	%

Summary of Supplemental Cash Flow Information Related to Leases

Supplemental Cash Flow Information Related to Leases

The table below presents supplemental cash flow information related to leases (in millions):

	Years Ended September 30,
	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	214.8	$	227.0
Operating cash flows related to finance leases	$	8.8	$	8.3
Financing cash flows related to finance leases	$	14.8	$	9.1
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	184.6	$	160.9

Summary of Maturity of Lease Liabilities

Maturity of Lease Liabilities

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the balance sheet (in millions):

	September 30, 2022
	Operating Leases			Finance Leases			Total
Fiscal 2023	$	208.9		$	21.7		$	230.6
Fiscal 2024		174.8			20.9			195.7
Fiscal 2025		134.3			19.7			154.0
Fiscal 2026		101.2			16.8			118.0
Fiscal 2027		72.4			95.8			168.2
Thereafter		109.3			186.3			295.6
Total lease payments		800.9			361.2			1,162.1
Less: Interest (1)		(57.9	)		(73.7	)		(131.6	)
Present value of future lease payments	$	743.0		$	287.5		$	1,030.5

(1)Calculated using the interest rate for each lease.

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Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Sep. 30, 2022

Other Comprehensive Income Loss [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss, Net of Tax

The following table summarizes the changes in accumulated other comprehensive loss by component for the fiscal years ended September 30, 2022 and 2021 (in millions):

	Deferred (Loss) Income on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total (1)
Balance at September 30, 2020	$	(5.6	)	$	(727.7	)	$	(586.6	)	$	(1,319.9	)
Other comprehensive (loss) income before    reclassifications		(0.1	)		161.7			124.2			285.8
Amounts reclassified from accumulated    other comprehensive loss		5.5			29.5			—			35.0
Net current period other comprehensive    income		5.4			191.2			124.2			320.8
Balance at September 30, 2021	$	(0.2	)	$	(536.5	)	$	(462.4	)	$	(999.1	)
Other comprehensive loss before    reclassifications		(10.3	)		(217.1	)		(241.2	)		(468.6	)
Amounts reclassified from accumulated    other comprehensive loss		1.4			12.0			—			13.4
Net current period other comprehensive loss		(8.9	)		(205.1	)		(241.2	)		(455.2	)
Balance at September 30, 2022	$	(9.1	)	$	(741.6	)	$	(703.6	)	$	(1,454.3	)

(1)All amounts are net of tax and noncontrolling interest.

Summary of Reclassification out of Accumulated Other Comprehensive Loss

The following table summarizes the reclassifications out of accumulated other comprehensive loss by component for the fiscal years ended September 30, 2022 and 2021 (in millions):

	Years Ended September 30,
	2022								2021
	Pre-Tax			Tax		Net of Tax			Pre-Tax			Tax		Net of Tax
Amortization of defined benefit pension and    postretirement items: (1)
Actuarial losses (2)	$	(7.8	)	$	1.9	$	(5.9	)	$	(33.3	)	$	8.3	$	(25.0	)
Prior service costs (2)		(8.2	)		2.1		(6.1	)		(6.0	)		1.5		(4.5	)
Subtotal defined benefit plans		(16.0	)		4.0		(12.0	)		(39.3	)		9.8		(29.5	)
Derivative Instruments: (1)
Interest rate swap hedge loss (3)		—			—		—			(7.4	)		1.9		(5.5	)
Natural gas commodity hedge loss (4)		(1.8	)		0.4		(1.4	)		—			—		—
Subtotal derivative instruments		(1.8	)		0.4		(1.4	)		(7.4	)		1.9		(5.5	)
Total reclassifications for the period	$	(17.8	)	$	4.4	$	(13.4	)	$	(46.7	)	$	11.7	$	(35.0	)

(1)Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.

(2)These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “Note 5. Retirement Plans” for additional information.

(3)These accumulated other comprehensive income components are included in Interest expense, net.

(4)These accumulated other comprehensive income components are included in Cost of goods sold.

Schedule of Other Comprehensive Income (Loss)

A summary of the components of other comprehensive income (loss), including noncontrolling interest, for the years ended September 30, 2022, 2021 and 2020, is as follows (in millions):

Fiscal 2022	Pre-Tax			Tax			Net of Tax
Foreign currency translation loss	$	(241.5	)	$	—		$	(241.5	)
Deferred loss on cash flow hedges		(13.8	)		3.5			(10.3	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		1.8			(0.4	)		1.4
Net actuarial loss arising during period		(289.1	)		72.8			(216.3	)
Amortization and settlement recognition of net actuarial loss		8.4			(2.0	)		6.4
Prior service cost arising during the period		(0.2	)		—			(0.2	)
Amortization of prior service cost		8.2			(2.1	)		6.1
Consolidated other comprehensive loss		(526.2	)		71.8			(454.4	)
Less: Other comprehensive income attributable to noncontrolling    interests		(1.1	)		0.3			(0.8	)
Other comprehensive loss attributable to common    stockholders	$	(527.3	)	$	72.1		$	(455.2	)

Fiscal 2021	Pre-Tax			Tax			Net of Tax
Foreign currency translation gain	$	124.3		$	—		$	124.3
Deferred loss on cash flow hedges		(0.1	)		—			(0.1	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		7.4			(1.9	)		5.5
Net actuarial gain arising during period		222.2			(56.6	)		165.6
Amortization and settlement recognition of net actuarial loss		33.9			(8.4	)		25.5
Prior service cost arising during the period		(5.6	)		1.4			(4.2	)
Amortization of prior service cost		6.0			(1.5	)		4.5
Consolidated other comprehensive income		388.1			(67.0	)		321.1
Less: Other comprehensive income attributable to noncontrolling    interests		(0.3	)		—			(0.3	)
Other comprehensive income attributable to common    stockholders	$	387.8		$	(67.0	)	$	320.8

Fiscal 2020	Pre-Tax			Tax			Net of Tax
Foreign currency translation loss	$	(215.0	)	$	—		$	(215.0	)
Deferred loss on cash flow hedges		(13.3	)		3.3			(10.0	)
Reclassification adjustment of net loss on cash flow hedges    included in earnings		4.9			(1.3	)		3.6
Net actuarial gain arising during period		34.6			(10.4	)		24.2
Amortization and settlement recognition of net actuarial loss		48.3			(12.9	)		35.4
Prior service cost arising during the period		(26.9	)		7.3			(19.6	)
Amortization of prior service cost		5.1			(1.3	)		3.8
Consolidated other comprehensive loss		(162.3	)		(15.3	)		(177.6	)
Less: Other comprehensive loss attributable to noncontrolling    interests		0.3			—			0.3
Other comprehensive loss attributable to common    stockholders	$	(162.0	)	$	(15.3	)	$	(177.3	)

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Share-Based Compensation (Tables)

12 Months Ended

Sep. 30, 2022

Stock Based Compensation [Abstract]

Summary of Changes in Stock Options

The table below summarizes the changes in all stock options during the fiscal year ended September 30, 2022:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Outstanding at September 30, 2021		1,845,672		$	38.79
Exercised		(567,648	)		31.44
Expired		(195,099	)		52.27
Outstanding at September 30, 2022		1,082,925		$	40.22		1.8	$	1.3
Exercisable at September 30, 2022		1,082,925		$	40.22		1.8	$	1.3

Summary of Restricted Stock Awards - Vested and Released, Granted and Changes

The table below summarizes the changes in restricted stock units and restricted stock during the fiscal year ended September 30, 2022:

	Units/Shares			Weighted Average Grant Date Fair Value
Outstanding at September 30, 2021 (1)		4,977,459		$	42.02
Granted		2,365,554			45.24
Vested and released		(1,512,550	)		41.07
Forfeited		(929,834	)		42.77
Outstanding at September 30, 2022 (1)		4,900,629		$	43.73

(1)Target awards granted with a performance condition, net of subsequent forfeitures, may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The awards are reflected in the table at the target award amount of 100%. Based on current facts and assumptions, we are forecasting the performance of the aggregate outstanding grants to be attained at levels that would result in the issuance of approximately 0.8 million additional shares. However, actual performance may vary.

The following table represents a summary of restricted stock units and restricted stock granted in fiscal 2022, 2021 and 2020 with terms defined in the applicable grant letters (in units/shares).

	2022		2021		2020
Granted to non-employee directors		37,771		42,482		49,236
Granted to employees:
Granted for attainment of a performance condition at    an amount in excess of target (1)		263,918		—		—
Granted with a service condition and a Cash Flow Per    Share performance condition at target (2)		464,485		798,490		869,065
Granted with a service condition and a Return on    Invested Capital performance condition at target (2)		394,655		—		—
Granted with a service condition and a relative Total    Shareholder Return market condition at target (2)		45,470		127,050		152,595
Granted with a service condition (3)		1,159,255		1,009,387		889,030
Granted for annual bonus (4)		—		126,984		2,486,249
Total grants		2,365,554		2,104,393		4,446,175

(1)Grants in the table above include shares subsequently issued for the level of performance attained in excess of target. Shares issued in fiscal 2022 for the fiscal 2019 Cash Flow Per Share were at 151.3% of target. Shares issued in fiscal 2021 for the fiscal 2018 Cash Flow Per Share were at 89.3% of target, therefore, the remainder of the grant was forfeited. Shares issued in fiscal 2020 for the fiscal 2017 Cash Flow Per Share were at 98.8% of target, therefore, the remainder of the grant was forfeited.

(2)These employee grants vest over approximately three years and have adjustable ranges from 0 - 200% of target subject to the level of performance attained in the respective award agreement. The employee grants with a relative Total Shareholder Return condition were valued using a Monte Carlo simulation, the terms of which are outlined below.

(3)These grants vest over approximately three to four years.

(4)Reflects shares issued in fiscal 2021 for the fiscal 2020 restricted stock units granted for the annual bonus were at 105% of target.

The following table represents a summary of restricted stock units and restricted stock vested and released as well as the corresponding aggregate fair value in fiscal 2022, 2021 and 2020 (in millions, except units/shares):

	2022		2021		2020
Vested and released		1,512,550		3,194,223		766,431
Aggregate fair value	$	68.7	$	125.1	$	29.6

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Earnings per Share (Tables)

12 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data):

	September 30,
	2022			2021			2020
Numerator:
Net income (loss) attributable to common stockholders	$	944.6		$	838.3		$	(690.9	)
Less: Distributed and undistributed income available to    participating securities		(0.1	)		(0.2	)		(0.1	)
Distributed and undistributed income (loss) available to    common stockholders	$	944.5		$	838.1		$	(691.0	)
Denominator:
Basic weighted average shares outstanding		259.5			265.2			259.2
Effect of dilutive stock options and non-participating securities		2.0			2.3			—
Diluted weighted average shares outstanding		261.5			267.5			259.2
Basic earnings (loss) per share attributable to common    stockholders	$	3.64		$	3.16		$	(2.67	)
Diluted earnings (loss) per share attributable to common    stockholders	$	3.61		$	3.13		$	(2.67	)

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Description of Business and Summary of Significant Accounting Policies - Additional Information (Details)	3 Months Ended				12 Months Ended
	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Jun. 30, 2021 USD ($)	Mar. 31, 2021 USD ($) T	Sep. 30, 2022 USD ($) MMBTU Segment	Sep. 30, 2021 USD ($) MMBTU Segment	Sep. 30, 2020 USD ($)	Sep. 30, 2022 MXN ($)	Jul. 01, 2022	Sep. 30, 2019 USD ($)
Description of Business and Summary of Significant Accounting Policies [Line Items]
Lost production from ransomware incident to date | T				115,000
Insurance recoveries					$ 57,200,000
Number of reportable segments | Segment					4	2
Pre-tax impact of lost sales and operational disruption				$ 50,000,000
Ransomware recovery costs			$ 9,000,000	$ 20,000,000
Ransomware preliminary recoveries		$ 15,000,000
Reduction of SG&A expenses excluding intangible amortization.		10,000,000
Direct cost recoveries as reduction of Selling , general and administrative expenses excluding intangible amortization					$ 6,600,000
Reduction of cost of goods sold		$ 5,000,000
Business interruption recoveries as reduction of Cost of goods sold.					50,600,000
Bad debt expense (credit)					$ 4,600,000	$ (9,400,000)	$ 19,900,000
Percentage of FIFO Inventory	35.00%	36.00%			35.00%	36.00%		35.00%
Percentage of our mill assets as measured at cost with a life of 25 years or less					90.00%
Reporting unit, percentage of fair value in excess of carrying value	15.00%				15.00%			15.00%
Goodwill	$ 5,895,200,000	$ 5,959,200,000			$ 5,895,200,000	$ 5,959,200,000	5,962,200,000			$ 7,285,600,000
Finite-Lived Intangible Assets, Useful Life					15 years 8 months 12 days
Unamortized implementation costs	4,100,000	1,100,000			$ 4,100,000	1,100,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					3 years
Asset Retirement Obligation	96,000,000.0	73,600,000			$ 96,000,000.0	73,600,000
Asset Retirement Obligation, Current	16,400,000				16,400,000
Asset Retirement Obligations, Noncurrent	79,600,000	73,100,000			79,600,000	73,100,000
Deferred maintenance costs	121,800,000	110,700,000			121,800,000	110,700,000
Foreign Currency Transaction Gain (Loss), after Tax					$ (5,000,000.0)	(700,000)	$ 6,600,000
Restricted Stock, Non-Employee Directors [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period					1 year
Foreign Currency Exchange Contract Derivatives [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Derivative, Notional Amount	389,900,000	$ 270,200,000			$ 389,900,000	$ 270,200,000		$ 8,000,000,000.0
Derivative other assets current	$ 3,400,000				$ 3,400,000
Cash Flow Hedging [Member] | Natural Gas Commodity Hedge [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Notional amount of natural gas derivatives | MMBTU					18,300,000	0
Accounting Standards Update 2019-12 [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]	true				true			true
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Oct. 01, 2021				Oct. 01, 2021			Oct. 01, 2021
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true				true			true
Accounting Standards Update 2021-05 [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adoption Date	Oct. 01, 2021				Oct. 01, 2021			Oct. 01, 2021
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true				true			true
Change in Accounting Principle, Accounting Standards Update, Early Adoption [true false]	true				true			true
Other Current Liabilities [Member] | Natural Gas Commodity Hedge [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Derivative fair value	$ 12,000,000.0				$ 12,000,000.0
Corrugated Packaging [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Reporting unit, discount rate					10.00%
Reporting unit, percentage of fair value in excess of carrying value	15.00%				15.00%			15.00%	15.00%
Increase in discount rate for the estimated fair value of reporting unit to fall below its carrying value					11.90%
Goodwill	$ 2,802,800,000				$ 2,802,800,000
Consumer Packaging [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Reporting unit, percentage of fair value in excess of carrying value	15.00%				15.00%			15.00%
Goodwill	$ 1,588,400,000				$ 1,588,400,000
Global Paper [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Reporting unit, percentage of fair value in excess of carrying value	15.00%				15.00%			15.00%
Goodwill	$ 1,366,500,000				$ 1,366,500,000
Distribution [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Reporting unit, percentage of fair value in excess of carrying value	15.00%				15.00%			15.00%
Goodwill	$ 137,500,000				$ 137,500,000
Minimum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Accounts Receivable, Approximate Range Receivables Due, Days					30 days
Reporting unit, discount rate	9.50%
Reporting unit, growth rate	0.00%
Finite-Lived Intangible Assets, Useful Life					1 year
Minimum [Member] | Machinery and Equipment [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life					3 years
Minimum [Member] | Leasehold Improvements [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life					3 years
Maximum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Accounts Receivable, Approximate Range Receivables Due, Days					60 days
Reporting unit, discount rate	13.00%
Reporting unit, growth rate	1.00%
Finite-Lived Intangible Assets, Useful Life					40 years
Maximum [Member] | Machinery and Equipment [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life					25 years
Maximum [Member] | Machinery and Equipment, Mills [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life					44 years
Maximum [Member] | Cost of Our Mill Machinery and Equipment with a Life of 25 Years or Less
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life					25 years
Maximum [Member] | Leasehold Improvements [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life					10 years

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Description of Business and Summary of Significant Accounting Policies - Schedule of Valuation and Qualifying Accounts Disclosure (Details) - Allowance for Doubtful Accounts [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of fiscal year	$ 68.1	$ 66.3	$ 53.2
Reduction in sales and charges to costs and expenses	261.9	236.5	270.8
Deductions	(263.7)	(234.7)	(257.7)
Balance at end of fiscal year	$ 66.3	$ 68.1	$ 66.3

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Description of Business and Summary of Significant Accounting Policies - Property, Plant and Equipment, Estimated Useful Lives (Details)	12 Months Ended
	Sep. 30, 2022
Building and Building Improvements [Member] | Minimum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	15 years
Building and Building Improvements [Member] | Maximum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	40 years
Machinery and Equipment [Member] | Minimum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Machinery and Equipment [Member] | Maximum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	25 years
Transportation Equipment [Member] | Minimum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	3 years
Transportation Equipment [Member] | Maximum [Member]
Description of Business and Summary of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Useful Life	8 years

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Revenue Recognition - Additional Information (Details)	12 Months Ended
	Sep. 30, 2022 USD ($) Segment	Sep. 30, 2021 USD ($) Segment
Disaggregation of Revenue [Abstract]
Land and development sales | $	$ 0	$ 0
Number of reportable segments | Segment	4	2

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Revenue Recognition - Schedule of Disaggregates Revenue by Geographical Market and Product Type (Segment) (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Disaggregation Of Revenue [Line Items]
Net sales	$ 21,256.5	$ 18,746.1	$ 17,578.8
Corrugated Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	9,307.6	8,400.5	7,790.2
Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	4,965.2	4,433.9	4,190.4
Land and Development [Member]
Disaggregation Of Revenue [Line Items]
Net sales			18.9
Global Paper [Member]
Disaggregation Of Revenue [Line Items]
Net sales	5,930.2	4,983.0	4,749.6
Distribution Segment [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,418.9	1,254.8	1,102.4
Intersegment Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(365.4)	(326.1)	(272.7)
Intersegment Sales [Member] | Corrugated Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(328.0)	(305.3)	(250.0)
Intersegment Sales [Member] | Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(27.8)	(20.3)	(20.2)
Intersegment Sales [Member] | Distribution Segment [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(9.6)	(0.5)	(2.5)
United States [Member]
Disaggregation Of Revenue [Line Items]
Net sales	17,361.5	15,317.2	14,508.9
United States [Member] | Corrugated Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	8,264.7	7,518.8	7,054.6
United States [Member] | Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	2,870.9	2,463.7	2,416.5
United States [Member] | Land and Development [Member]
Disaggregation Of Revenue [Line Items]
Net sales			18.9
United States [Member] | Global Paper [Member]
Disaggregation Of Revenue [Line Items]
Net sales	5,344.8	4,547.7	4,300.4
United States [Member] | Distribution Segment [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,238.3	1,105.9	987.1
United States [Member] | Intersegment Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(357.2)	(318.9)	(268.6)
Canada [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,325.1	1,210.4	1,124.7
Canada [Member] | Corrugated Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	578.8	519.3	452.6
Canada [Member] | Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	510.0	473.0	436.0
Canada [Member] | Global Paper [Member]
Disaggregation Of Revenue [Line Items]
Net sales	227.7	205.2	222.3
Canada [Member] | Distribution Segment [Member]
Disaggregation Of Revenue [Line Items]
Net sales	16.1	19.7	17.3
Canada [Member] | Intersegment Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(7.5)	(6.8)	(3.5)
Latin America [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,045.6	745.4	611.1
Latin America [Member] | Corrugated Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	456.4	357.3	275.1
Latin America [Member] | Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	194.4	159.1	120.3
Latin America [Member] | Global Paper [Member]
Disaggregation Of Revenue [Line Items]
Net sales	230.7	100.1	118.0
Latin America [Member] | Distribution Segment [Member]
Disaggregation Of Revenue [Line Items]
Net sales	164.5	129.2	98.0
Latin America [Member] | Intersegment Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(0.4)	(0.3)	(0.3)
EMEA [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,150.5	1,106.0	1,014.0
EMEA [Member] | Corrugated Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	7.7	5.1	7.9
EMEA [Member] | Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	1,079.9	1,038.2	939.6
EMEA [Member] | Global Paper [Member]
Disaggregation Of Revenue [Line Items]
Net sales	63.2	62.7	66.5
EMEA [Member] | Intersegment Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales	(0.3)
Asia Pacific [Member]
Disaggregation Of Revenue [Line Items]
Net sales	373.8	367.1	320.1
Asia Pacific [Member] | Consumer Packaging [Member]
Disaggregation Of Revenue [Line Items]
Net sales	310.0	299.9	278.0
Asia Pacific [Member] | Global Paper [Member]
Disaggregation Of Revenue [Line Items]
Net sales	$ 63.8	67.3	42.4
Asia Pacific [Member] | Intersegment Sales [Member]
Disaggregation Of Revenue [Line Items]
Net sales		$ (0.1)	$ (0.3)

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Revenue Recognition - Summary of Opening and Closing Balances of Contract Assets and Contract Liabilities (Details) $ in Millions	12 Months Ended
	Sep. 30, 2022 USD ($)
Disaggregation of Revenue [Abstract]
Short-Term Contract Assets, Beginning balance	$ 199.1
(Decrease) / Increase in Short-Term Contract Assets	44.9
Short-Term Contract Assets, Ending balance	244.0
Short-Term Contract Liabilities, Beginning balance	12.8
(Decrease) / increase in Short-Term Contract Liabilities	1.1
Short-Term Contract Liabilities, Ending balance	$ 13.9

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Acquisitions and Investments - Additional Information (Details) - Grupo Gondi [Member] $ in Millions	Jul. 27, 2022 USD ($) GraphicPlants CorrugatedPackagingPlants PaperMills
Business Acquisition [Line Items]
Percentage of remaining interest acquired	67.70%
Purchase consideration to be transferred	$ 970
Estimated implied enterprise value	$ 1,763
Mexico [Member]
Business Acquisition [Line Items]
Number of paper mills | PaperMills	4
Number of corrugated packaging plants | CorrugatedPackagingPlants	9
Number of high graphic plants | GraphicPlants	6

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Restructuring and Other Costs - Additional Information (Details) $ in Millions	12 Months Ended
	Sep. 30, 2022 USD ($) Segment T	Sep. 30, 2021 USD ($) Segment	Sep. 30, 2020 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring and other costs | $	$ 401.6	$ 31.5	$ 112.7
Restructuring and other costs, noncash | $	$ 325.5	$ 12.6	$ 29.8
Number of reportable segments | Segment	4	2
Panama City Mill [Member]
Restructuring Cost and Reserve [Line Items]
Annual capacity of production | T	645,000
Corrugated Medium Manufacturing Operations [Member]
Restructuring Cost and Reserve [Line Items]
Annual capacity of production | T	200,000

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Restructuring and Other Costs - Schedule of Restructuring and Other Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Restructuring and Related Activities [Abstract]
Restructuring	$ 392.1	$ 28.5	$ 93.7
Other	9.5	3.0	19.0
Restructuring and Other Costs	$ 401.6	$ 31.5	$ 112.7

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Restructuring and Other Costs - Schedule of Restructuring Charges Related to Active Restructuring Initiatives (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	$ 392.1	$ 28.5	$ 93.7
Restructuring and Related Cost, Cost Incurred to Date	627.2
Restructuring and Related Cost, Expected Cost	721.9
PP&E and Related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	351.6	12.1	25.7
Restructuring and Related Cost, Cost Incurred to Date	418.6
Restructuring and Related Cost, Expected Cost	418.6
Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	20.9	15.3	49.6
Restructuring and Related Cost, Cost Incurred to Date	146.3
Restructuring and Related Cost, Expected Cost	148.5
Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	19.6	1.1	18.4
Restructuring and Related Cost, Cost Incurred to Date	62.3
Restructuring and Related Cost, Expected Cost	154.8
Corporate, Non-Segment [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	10.3	4.7	22.7
Restructuring and Related Cost, Cost Incurred to Date	77.8
Restructuring and Related Cost, Expected Cost	77.8
Corporate, Non-Segment [Member] | PP&E and Related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	2.0	8.8
Restructuring and Related Cost, Cost Incurred to Date	10.8
Restructuring and Related Cost, Expected Cost	10.8
Corporate, Non-Segment [Member] | Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	3.0	0.9	21.1
Restructuring and Related Cost, Cost Incurred to Date	62.5
Restructuring and Related Cost, Expected Cost	62.5
Corporate, Non-Segment [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	5.3	(5.0)	1.6
Restructuring and Related Cost, Cost Incurred to Date	4.5
Restructuring and Related Cost, Expected Cost	4.5
Corrugated Packaging [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	3.4	10.2	13.1
Restructuring and Related Cost, Cost Incurred to Date	45.9
Restructuring and Related Cost, Expected Cost	52.3
Corrugated Packaging [Member] | PP&E and Related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	0.3	2.6	0.4
Restructuring and Related Cost, Cost Incurred to Date	3.9
Restructuring and Related Cost, Expected Cost	3.9
Corrugated Packaging [Member] | Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	0.5	4.7	7.5
Restructuring and Related Cost, Cost Incurred to Date	29.2
Restructuring and Related Cost, Expected Cost	29.2
Corrugated Packaging [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	2.6	2.9	5.2
Restructuring and Related Cost, Cost Incurred to Date	12.8
Restructuring and Related Cost, Expected Cost	19.2
Consumer Packaging [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	8.9	13.3	24.5
Restructuring and Related Cost, Cost Incurred to Date	52.9
Restructuring and Related Cost, Expected Cost	52.9
Consumer Packaging [Member] | PP&E and Related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost		0.5	1.0
Restructuring and Related Cost, Cost Incurred to Date	3.3
Restructuring and Related Cost, Expected Cost	3.3
Consumer Packaging [Member] | Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	6.2	9.7	19.4
Restructuring and Related Cost, Cost Incurred to Date	36.5
Restructuring and Related Cost, Expected Cost	36.5
Consumer Packaging [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	2.7	3.1	4.1
Restructuring and Related Cost, Cost Incurred to Date	13.1
Restructuring and Related Cost, Expected Cost	13.1
Global Paper [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	368.5	0.3	31.2
Restructuring and Related Cost, Cost Incurred to Date	447.3
Restructuring and Related Cost, Expected Cost	535.6
Global Paper [Member] | PP&E and Related Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	349.3	0.2	24.3
Restructuring and Related Cost, Cost Incurred to Date	400.6
Restructuring and Related Cost, Expected Cost	400.6
Global Paper [Member] | Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	11.2		1.4
Restructuring and Related Cost, Cost Incurred to Date	17.8
Restructuring and Related Cost, Expected Cost	20.0
Global Paper [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	8.0	$ 0.1	5.5
Restructuring and Related Cost, Cost Incurred to Date	28.9
Restructuring and Related Cost, Expected Cost	115.0
Distribution [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	1.0		0.2
Restructuring and Related Cost, Cost Incurred to Date	1.2
Restructuring and Related Cost, Expected Cost	1.2
Distribution [Member] | Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost			0.2
Restructuring and Related Cost, Cost Incurred to Date	0.2
Restructuring and Related Cost, Expected Cost	0.2
Distribution [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost	1.0
Restructuring and Related Cost, Cost Incurred to Date	1.0
Restructuring and Related Cost, Expected Cost	1.0
Land and Development [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost			2.0
Restructuring and Related Cost, Cost Incurred to Date	2.1
Restructuring and Related Cost, Expected Cost	2.1
Land and Development [Member] | Severance and Other Employee Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Cost Incurred to Date	0.1
Restructuring and Related Cost, Expected Cost	0.1
Land and Development [Member] | Other Restructuring Costs [Member]
Restructuring Cost And Reserve [Line Items]
Restructuring and Related Cost, Incurred Cost			$ 2.0
Restructuring and Related Cost, Cost Incurred to Date	2.0
Restructuring and Related Cost, Expected Cost	$ 2.0

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Restructuring and Other Costs - Schedule of Acquisition, Divestiture and Integration Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Restructuring Cost And Reserve [Line Items]
Acquisition costs	$ 4.4	$ 0.5	$ 0.2
Integration costs	0.7	1.7	18.7
Divestiture costs	4.4	0.8	0.1
Other total	9.5	3.0	19.0
Other Segments [Member]
Restructuring Cost And Reserve [Line Items]
Acquisition costs	4.4	0.5	0.2
Integration costs	0.7	1.7	18.7
Divestiture costs	4.4	0.8	0.1
Other total	$ 9.5	$ 3.0	$ 19.0

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Restructuring and Other Costs - Schedule of Changes in Restructuring Accrual Charges (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Restructuring And Other Costs [Abstract]
Accrual at beginning of fiscal year	$ 13.4	$ 17.2	$ 32.3
Additional accruals	33.4	17.4	51.3
Payments	(15.9)	(17.2)	(56.6)
Adjustment to accruals	(5.6)	(2.1)	(6.2)
Foreign currency rate changes and other	(0.1)	(1.9)	(3.6)
Accrual at end of fiscal year	$ 25.2	$ 13.4	$ 17.2

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Restructuring and Other Costs - Schedule of Reconciliation of Accruals and Charges (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Restructuring And Other Costs [Abstract]
Additional accruals and adjustments to accruals (see table above)	$ 27.8	$ 15.3	$ 45.1
PP&E and related costs	351.6	12.1	25.7
Severance and other employee costs	0.5	0.3	1.6
Acquisition costs	4.4	0.5	0.2
Integration costs	0.7	1.7	18.7
Divestiture costs	4.4	0.8	0.1
Other restructuring costs	12.2	0.8	21.3
Restructuring and Other Costs	$ 401.6	$ 31.5	$ 112.7

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Retirement Plans - Schedule of Allocation of Plan Assets - (Details) - Pension Plan [Member]	Sep. 30, 2022	Sep. 30, 2021
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	100.00%	100.00%
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%
Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	100.00%	100.00%
Defined Benefit Plan, Actual Plan Asset Allocations	100.00%	100.00%
Equity Securities [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	18.00%	19.00%
Defined Benefit Plan, Actual Plan Asset Allocations	18.00%	21.00%
Equity Securities [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	23.00%	21.00%
Defined Benefit Plan, Actual Plan Asset Allocations	21.00%	21.00%
Fixed Income Investments [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	73.00%	73.00%
Defined Benefit Plan, Actual Plan Asset Allocations	70.00%	71.00%
Fixed Income Investments [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	73.00%	74.00%
Defined Benefit Plan, Actual Plan Asset Allocations	73.00%	72.00%
Short-term Investments [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	1.00%	1.00%
Defined Benefit Plan, Actual Plan Asset Allocations	4.00%	3.00%
Short-term Investments [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	1.00%	1.00%
Defined Benefit Plan, Actual Plan Asset Allocations	2.00%	2.00%
Other Investments [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	8.00%	7.00%
Defined Benefit Plan, Actual Plan Asset Allocations	8.00%	5.00%
Other Investments [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Target Allocation Percentage of Assets	3.00%	4.00%
Defined Benefit Plan, Actual Plan Asset Allocations	4.00%	5.00%

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Retirement Plans - Additional Information (Details) $ in Millions	1 Months Ended		12 Months Ended
	Oct. 31, 2019 USD ($) Letter	Sep. 30, 2019 USD ($)	Sep. 30, 2023	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Apr. 30, 2020 USD ($)	Feb. 29, 2020 USD ($)
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used, Minimum Outstanding Par Value of Bonds Used to Determine Future Discount Rate				$ 100.0
Defined benefit plan, accumulated benefit obligation				4,779.1	$ 6,627.1
Multiemployer Plans, Withdrawal Obligation				$ 214.7	247.1
Percentage of Employees Covered by Collective Bargaining Agreements				55.00%
Percentage of Employees Working Under Expired Collective Bargaining Agreement				27.00%
Percentage of Employees Covered By Collective Bargaining Agreements Expiring in One Year				32.00%
Defined Contribution Plan Employer Contribution on Basic Salary, Maximum, High End of Range				7.50%
Defined Contribution Plan Employer Contribution on Basic Salary, Automatic Matching Contribution				2.50%
Defined Contribution Plan Employer Contribution on Basic Salary, Employees Covered under a CBA, Maximum, Low End of Range				3.00%
Defined Contribution Plan Employer Contribution on Basic Salary, Employees Covered under a CBA, Maximum, High End of Range				4.00%
Defined Contribution Plan, Cost				$ 169.5	$ 164.7	$ 150.1
Pace Industry Union Management Pension Fund [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Multiemployer Plans, Withdrawal Obligation		$ 170.3					$ 170.3
Withdrawal obligation, per month		$ 0.7					$ 0.7
Periods of Payments Used to Calculate Withdrawal Liability in Connection with PIUMPF Withdrawal		20 years					20 years
Withdrawal obligation accumulated funding deficiency									$ 51.2
Subsidiary [Member] | Pace Industry Union Management Pension Fund [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Multiemployer Plans, Withdrawal Obligation	$ 2.3
Periods of Payments Used to Calculate Withdrawal Liability in Connection with PIUMPF Withdrawal	20 years
Number of additional demand letters | Letter	2
Withdrawal obligation accumulated funding deficiency	$ 2.0							$ 1.3
Minimum [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Adjustment to Pri-2012 mortality tables with specific gender and job classification				7.00%	6.00%	5.00%
Maximum [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Adjustment to Pri-2012 mortality tables with specific gender and job classification				14.00%	13.00%	12.00%
Defined Contribution Plan Employer Contribution on Basic Salary, Matching Contribution				5.00%
Pension Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year				$ 21.0
Pension Plan [Member] | United States [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets				5.75%	6.00%	6.25%
Pension Plan [Member] | United States [Member] | Non-Qualified Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined benefit plan, plan with benefit obligation in excess of plan assets, benefit obligation				$ 164.5
Defined benefit plan, pension plan with accumulated benefit obligation in excess of plan assets, accumulated benefit obligation				164.5
Defined benefit plan, plan with benefit obligation in excess of plan assets, fair value of plan assets				$ 28.8
Pension Plan [Member] | United States [Member] | Scenario Forecast [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets			6.50%
Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets				3.81%	3.73%	4.26%
Pension Plan [Member] | Foreign Plan [Member] | Scenario Forecast [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Rate of Return on Plan Assets			5.10%
Other Pension, Postretirement and Supplemental Plans [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Pension and other postretirement plans, assets				$ 140.9
Pension and other postretirement plans, liabilities				$ 138.7

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Retirement Plans - Schedule of Weighted-Average Assumptions Used to Measure Benefit Plan Obligations (Details)	Sep. 30, 2022	Sep. 30, 2021
Pension Plan [Member] | United States [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	5.63%	2.99%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Interest crediting rate	3.08%	3.48%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase	2.50%	2.50%
Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	5.12%	2.63%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase	2.97%	2.65%
Other Postretirement Benefits Plan [Member] | United States [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	5.57%	2.98%
Other Postretirement Benefits Plan [Member] | Foreign Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	7.56%	6.45%

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Retirement Plans - Schedule of Changes in Benefit Obligations (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Prepaid pension asset	$ 440.3	$ 674.3
Pension liabilities, net of current portion	(189.4)	(254.7)
Postretirement benefit liabilities, net of current portion	(105.4)	(133.7)
Pension Plan [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	47.8	51.1	$ 52.6
Interest cost	188.2	187.3	198.6
Pension Plan [Member] | United States [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of fiscal year	5,239.1	5,264.5
Service cost	40.8	42.5
Interest cost	152.1	154.6
Amendments	0.3	5.0
Actuarial loss (gain)	(1,317.1)	20.7
Plan participant contributions	0.0	0.0
Benefits paid	(246.9)	(248.2)
Curtailments	0.0	0.0
Settlements	(1.8)	0.0
Foreign currency rate changes	0.0	0.0
Benefit obligation at end of fiscal year	3,866.5	5,239.1	5,264.5
Fair value of plan assets at beginning of fiscal year	5,627.0	5,369.7
Actual (loss) gain on plan assets	(1,281.4)	491.9
Employer contributions	13.0	13.6
Plan participant contributions	0.0	0.0
Benefits paid	(246.9)	(248.2)
Settlements	(1.8)	0.0
Foreign currency rate changes	0.0	0.0
Fair value of plan assets at end of fiscal year	4,109.9	5,627.0	5,369.7
Funded (unfunded) status	243.4	387.9
Prepaid pension asset	379.1	566.8
Other current liabilities	(11.7)	(13.5)
Pension liabilities, net of current portion	(124.0)	(165.4)
Over (under) funded status at end of fiscal year	243.4	387.9
Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of fiscal year	1,438.5	1,471.5
Service cost	7.0	8.6
Interest cost	36.1	32.7
Amendments	0.0	0.6
Actuarial loss (gain)	(340.1)	(66.1)
Plan participant contributions	1.7	1.9
Benefits paid	(77.6)	(78.0)
Curtailments	0.2	0.0
Settlements	(2.4)	(1.4)
Foreign currency rate changes	(128.1)	68.7
Benefit obligation at end of fiscal year	935.3	1,438.5	1,471.5
Fair value of plan assets at beginning of fiscal year	1,455.7	1,418.0
Actual (loss) gain on plan assets	(322.1)	38.7
Employer contributions	8.2	9.6
Plan participant contributions	1.7	1.9
Benefits paid	(77.6)	(78.0)
Settlements	(2.5)	(1.4)
Foreign currency rate changes	(133.7)	66.9
Fair value of plan assets at end of fiscal year	929.7	1,455.7	1,418.0
Funded (unfunded) status	(5.6)	17.2
Prepaid pension asset	61.2	107.5
Other current liabilities	(1.4)	(1.0)
Pension liabilities, net of current portion	(65.4)	(89.3)
Over (under) funded status at end of fiscal year	(5.6)	17.2
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Service cost	1.0	1.2	1.3
Interest cost	6.4	5.9	6.9
Other Postretirement Benefits Plan [Member] | United States [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of fiscal year	86.4	93.6
Service cost	0.6	0.6
Interest cost	2.6	2.8
Actuarial loss (gain)	(16.3)	(6.1)
Benefits paid	(4.8)	(4.5)
Foreign currency rate changes	0.0	0.0
Benefit obligation at end of fiscal year	68.5	86.4	93.6
Fair value of plan assets at beginning of fiscal year	0.0	0.0
Employer contributions	4.8	4.5
Benefits paid	(4.8)	(4.5)
Fair value of plan assets at end of fiscal year	0.0	0.0	0.0
Funded (unfunded) status	(68.5)	(86.4)
Other current liabilities	(8.7)	(8.2)
Postretirement benefit liabilities, net of current portion	(59.8)	(78.2)
Over (under) funded status at end of fiscal year	(68.5)	(86.4)
Other Postretirement Benefits Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Benefit obligation at beginning of fiscal year	58.3	62.5
Service cost	0.4	0.6
Interest cost	3.8	3.1
Actuarial loss (gain)	(9.8)	(8.1)
Benefits paid	(2.8)	(2.8)
Foreign currency rate changes	(1.6)	3.0
Benefit obligation at end of fiscal year	48.3	58.3	62.5
Fair value of plan assets at beginning of fiscal year	0.0	0.0
Employer contributions	2.8	2.8
Benefits paid	(2.8)	(2.8)
Fair value of plan assets at end of fiscal year	0.0	0.0	$ 0.0
Funded (unfunded) status	(48.3)	(58.3)
Other current liabilities	(2.7)	(2.8)
Postretirement benefit liabilities, net of current portion	(45.6)	(55.5)
Over (under) funded status at end of fiscal year	$ (48.3)	$ (58.3)

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Retirement Plans - Schedule of Amounts in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Pension Plan [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain) loss	$ 849.8	$ 573.1
Prior service (credit) cost	34.6	42.4
Total accumulated other comprehensive (income) loss	884.4	615.5
Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain) loss	155.6	125.9
Prior service (credit) cost	1.8	2.6
Total accumulated other comprehensive (income) loss	157.4	128.5
Other Postretirement Benefits Plan [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain) loss	(32.2)	(16.1)
Prior service (credit) cost	(2.3)	(3.2)
Total accumulated other comprehensive (income) loss	(34.5)	(19.3)
Other Postretirement Benefits Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial (gain) loss	(4.8)	4.8
Prior service (credit) cost	1.0	1.1
Total accumulated other comprehensive (income) loss	$ (3.8)	$ 5.9

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Retirement Plans - Schedule of Amounts Recognized in Other Comprehensive Loss (Income) (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss (gain) arising during period	$ 289.1	$ (222.2)	$ (34.6)
Amortization and settlement recognition of net actuarial (loss) gain	(8.4)	(33.9)	(48.3)
Prior service cost (credit) arising during period	0.2	5.6	26.9
Amortization of prior service (cost) credit	(8.2)	(6.0)	(5.1)
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss (gain) arising during period	315.3	(208.0)	(26.2)
Amortization and settlement recognition of net actuarial (loss) gain	(8.9)	(34.5)	(48.2)
Prior service cost (credit) arising during period	0.2	5.6	25.0
Amortization of prior service (cost) credit	(8.9)	(8.4)	(7.8)
Net other comprehensive loss (income) recognized	297.7	(245.3)	(57.2)
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Net actuarial loss (gain) arising during period	(26.2)	(14.2)	(8.4)
Amortization and settlement recognition of net actuarial (loss) gain	0.5	0.6	(0.1)
Prior service cost (credit) arising during period			1.9
Amortization of prior service (cost) credit	0.7	2.4	2.7
Net other comprehensive loss (income) recognized	$ (25.0)	$ (11.2)	$ (3.9)

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Retirement Plans - Summary of Components of Net Pension Income and Summary of Components of Postretirement Benefit Cost (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Pension Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 47.8	$ 51.1	$ 52.6
Interest cost	188.2	187.3	198.6
Expected return on plan assets	$ (368.6)	$ (368.1)	$ (362.3)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration]	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component
Amortization of net actuarial loss (gain)	$ 8.8	$ 34.2	$ 46.8
Amortization of prior service cost (credit)	$ 8.4	$ 8.4	$ 7.5
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration]	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component
Curtailment loss	$ 0.5	$ 0.0	$ 0.4
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Curtailment Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component
Settlement loss (gain)	$ 0.1	$ 0.4	$ 1.4
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component	Net Periodic Defined Benefits Expense (Reversal of Expense), Excluding Service Cost Component
Company defined benefit plan income	$ (114.8)	$ (86.7)	$ (55.0)
Multiemployer and other plans	1.5	1.6	2.0
Net retirement (income) cost	(113.3)	(85.1)	(53.0)
Other Postretirement Benefits Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Service cost	1.0	1.2	1.3
Interest cost	6.4	5.9	6.9
Amortization of net actuarial loss (gain)	(0.5)	(0.6)	0.1
Amortization of prior service cost (credit)	(0.7)	(2.4)	(2.7)
Net retirement (income) cost	$ 6.2	$ 4.1	$ 5.6

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Retirement Plans - Schedule of Weighted-Average Assumptions Used in Calculation of Benefit Plan Expense (Details)	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Pension Plan [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	2.99%	3.01%	3.35%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Interest crediting rate	3.48%	3.47%	4.22%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Cost, Rate of Compensation Increase	2.50%	2.50%	3.00%
Expected long-term rate of return on plan assets	5.75%	6.00%	6.25%
Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	2.63%	2.16%	2.42%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Cost, Rate of Compensation Increase	2.65%	2.68%	2.65%
Expected long-term rate of return on plan assets	3.81%	3.73%	4.26%
Other Postretirement Benefits Plan [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	2.98%	3.00%	3.34%
Other Postretirement Benefits Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	6.45%	4.84%	5.64%

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Retirement Plans - Schedule of Estimated Benefit Payments (Details) $ in Millions	Sep. 30, 2022 USD ($)
Pension Plan [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Fiscal 2023	$ 275.9
Fiscal 2024	279.9
Fiscal 2025	287.0
Fiscal 2026	290.0
Fiscal 2027	281.8
Fiscal Years 2028 - 2032	1,436.1
Pension Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Fiscal 2023	90.9
Fiscal 2024	68.8
Fiscal 2025	68.7
Fiscal 2026	68.3
Fiscal 2027	68.2
Fiscal Years 2028 - 2032	338.0
Other Postretirement Benefits Plan [Member] | United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Fiscal 2023	8.7
Fiscal 2024	7.5
Fiscal 2025	6.9
Fiscal 2026	6.5
Fiscal 2027	6.1
Fiscal Years 2028 - 2032	26.6
Other Postretirement Benefits Plan [Member] | Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Fiscal 2023	2.7
Fiscal 2024	2.8
Fiscal 2025	2.9
Fiscal 2026	3.0
Fiscal 2027	3.1
Fiscal Years 2028 - 2032	$ 17.6

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Retirement Plans - Summary of Pension Plan Assets Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions		Sep. 30, 2022	Sep. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets measured at NAV		$ 1,440.5	$ 2,262.7
Fair Value, Measurements, Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets		5,039.6	7,082.7
Defined Benefit Plan, Fair Value of Plan Assets, Excluding Net Asset Value Investments		3,599.1	4,820.0
Assets measured at NAV	[1]	1,440.5	2,262.7
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets, Excluding Net Asset Value Investments		513.9	617.6
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets, Excluding Net Asset Value Investments		3,085.2	4,202.4
Fair Value, Measurements, Recurring [Member] | US Equity Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[2]	150.7	275.1
Fair Value, Measurements, Recurring [Member] | US Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[2]	150.7	275.1
Fair Value, Measurements, Recurring [Member] | Non US Equity Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[2]	85.9	9.4
Fair Value, Measurements, Recurring [Member] | Non US Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[2]	85.9	9.4
Fair Value, Measurements, Recurring [Member] | Non-US government securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	74.5	113.2
Fair Value, Measurements, Recurring [Member] | Non-US government securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	74.5	113.2
Fair Value, Measurements, Recurring [Member] | US Corporate Bonds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	2,173.7	2,987.8
Fair Value, Measurements, Recurring [Member] | US Corporate Bonds [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	95.4	137.6
Fair Value, Measurements, Recurring [Member] | US Corporate Bonds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	2,078.3	2,850.2
Fair Value, Measurements, Recurring [Member] | Non-US corporate bonds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	545.0	511.1
Fair Value, Measurements, Recurring [Member] | Non-US corporate bonds [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[3]	545.0	511.1
Fair Value, Measurements, Recurring [Member] | Other Fixed Income Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[4]	223.1	435.5
Fair Value, Measurements, Recurring [Member] | Other Fixed Income Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[4]	223.1	435.5
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[5]	181.9	195.5
Fair Value, Measurements, Recurring [Member] | Short-term Investments [Member] | Fair Value, Inputs, Level 1 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[5]	181.9	195.5
Fair Value, Measurements, Recurring [Member] | US Government Debt Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[6]	164.3	292.4
Fair Value, Measurements, Recurring [Member] | US Government Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	[6]	$ 164.3	$ 292.4

[1] Investments that are measured at net asset value (“NAV”) (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy.

[2] Equity securities are comprised of the following investment types: (i) common stock, (ii) preferred stock, and (iii) equity exchange traded funds. Level 1 investments in common and preferred stocks and exchange traded funds are valued using quoted market prices multiplied by the number of shares owned.

[3] The level 1 non-U.S. government securities investment is an exchange cleared swap valued using quoted market prices. The level 1 U.S. corporate bonds category is primarily comprised of U.S. dollar denominated investment grade securities and valued using quoted market prices. Level 2 investments are valued utilizing a market approach that includes various valuation techniques and sources such as value generation models, broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads, and/or other applicable reference data.

[4] Other fixed income is comprised of municipal and asset-backed securities. Investments are valued utilizing a market approach that includes various valuation techniques and sources, such as broker quotes in active and non-active markets, benchmark yields and securities, reported trades, issuer spreads and/or other applicable reference data.

[5] Short-term investments are valued at $1.00/unit, which approximates fair value. Amounts are generally invested in interest-bearing accounts.

[6] U.S. government securities include treasury and agency debt. These investments are valued using broker quotes in an active market.

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Retirement Plans - Summary of Pension Plan Assets Measured at Fair Value on Recurring Basis (Parenthetical) (Details) - $ / Unit	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Retirement Plans [Abstract]
Short-term investments per units	1.00	1.00

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Retirement Plans - Summary of Assets Measured at Fair Value Based on NAV Per Share (Details) - USD ($) $ in Millions		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plans, Fair Value of Plan Assets		$ 1,440.5	$ 2,262.7
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments		199.7	171.7
Hedge Funds [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plans, Fair Value of Plan Assets	[1]	$ 26.4	$ 38.9
Hedge Funds [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Investment Redemption, Notice Period	[1]	30 days	30 days
Equity Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plans, Fair Value of Plan Assets	[2]	$ 1,031.9	$ 1,498.2
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments	[2]	$ 199.7	$ 171.7
Equity Securities [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Investment Redemption, Notice Period	[2]	60 days	60 days
Fixed Income Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Defined Benefit Plans, Fair Value of Plan Assets	[3]	$ 382.2	$ 725.6
Fixed Income Securities [Member] | Maximum [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Investment Redemption, Notice Period	[3]	10 days	10 days

[1] Hedge fund investments are primarily made through shares of limited partnerships or similar structures. Hedge funds are typically valued monthly by third-party administrators that have been appointed by the funds’ general partners.

[2]   Commingled fund investments are valued at the NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

[3] Fixed income and fixed income related instruments consist of commingled debt funds, which are valued at their NAV per share multiplied by the number of shares held. The determination of NAV for the commingled funds includes market pricing of the underlying assets as well as broker quotes and other valuation techniques.

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Retirement Plans - Schedule of Health Care Cost Trend Rates (Details) - Other Postretirement Benefits Plan [Member]	12 Months Ended
	Sep. 30, 2022
United States [Member]
Defined Benefit Plan Disclosure [Line Items]
Health care cost trend rate assumed for next year	4.90%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	4.00%
Year the rate reaches the ultimate trend rate	2047
Foreign Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Health care cost trend rate assumed for next year	5.68%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.68%
Year the rate reaches the ultimate trend rate	2022

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Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
United States	$ 860.4	$ 822.4	$ (440.7)
Foreign	358.4	263.5	(81.9)
Income (loss) before income taxes	1,218.8	1,085.9	(522.6)
Deferred income taxes:
Total deferred (benefit) expense	(98.2)	(38.3)	43.0
Total income tax expense	269.6	243.4	163.5
Continuing Operations [Member]
Current income taxes:
Federal	205.2	171.2	31.6
State	44.9	27.2	23.5
Foreign	116.1	78.4	66.8
Total current expense	366.2	276.8	121.9
Deferred income taxes:
Federal	(67.3)	(39.0)	42.4
State	(16.2)	(10.2)	6.2
Foreign	(13.1)	15.8	(7.0)
Total deferred (benefit) expense	(96.6)	(33.4)	41.6
Total income tax expense	$ 269.6	$ 243.4	$ 163.5

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Income Taxes - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Income Taxes [Line Items]
Income taxes, cash paid net	$ 335.2	$ 271.9	$ 147.2
Deferred income tax liabilities:
Operating Loss Carryforwards	$ 1.2	2.7
Operating loss carryforward expiration	Sep. 30, 2031
Deferred income tax assets:
Federal and foreign net operating loss carryforwards	$ 165.8	193.6
Undistributed Foreign Earnings	1,200.0
Balance at end of fiscal year	195.5	199.5	206.7	$ 224.3
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	188.1	188.7
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	85.0	79.7
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense	3.8	4.4	$ 6.6
Decrease in Unrecognized Tax Benefits is Reasonably Possible	30.1
State and Local Jurisdiction [Member]
Deferred income tax liabilities:
Operating Loss Carryforwards	969.0	1,190.0
Operating Loss Carryforwards, Valuation Allowance	17.7	20.4
Deferred income tax assets:
State net operating loss carryforwards	43.6	57.5
Tax Credit Carryforward, Deferred Tax Asset	89.7	84.9
Tax credit carryforward, valuation allowance	81.1	76.3
Foreign Country [Member]
Deferred income tax liabilities:
Operating Loss Carryforwards	667.2	779.1
Operating Loss Carryforwards, Valuation Allowance	143.8	177.6
Deferred income tax assets:
Federal and foreign net operating loss carryforwards	$ 165.5	$ 193.0
Minimum [Member] | State and Local Jurisdiction [Member]
Deferred income tax liabilities:
Operating loss carryforward expiration	Sep. 30, 2023
Tax Credit Carryforward, Years to Expiration	5 years
Minimum [Member] | Foreign Country [Member]
Deferred income tax liabilities:
Operating loss carryforward expiration	Sep. 30, 2023
Maximum [Member] | State and Local Jurisdiction [Member]
Deferred income tax liabilities:
Operating loss carryforward expiration	Sep. 30, 2041
Tax Credit Carryforward, Years to Expiration	10 years
Maximum [Member] | Foreign Country [Member]
Deferred income tax liabilities:
Operating loss carryforward expiration	Sep. 30, 2041

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Income Taxes Effective Tax Rate Reconciliation (Details)		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Income Taxes [Abstract]
Statutory federal tax rate		21.00%	21.00%	21.00%	[1]
Foreign rate differential		2.10%	0.90%	(1.10%)	[1]
Adjustment and resolution of federal, state and foreign tax uncertainties		(0.40%)	0.10%	2.70%	[1]
State taxes, net of federal benefit		1.60%	2.00%	(0.30%)	[1]
Excess tax benefit related to stock compensation		0.10%	0.20%	(0.50%)	[1]
Research and development and other tax credits, net of reserves		(1.20%)	(0.50%)	3.70%	[1]
(Loss) income attributable to noncontrolling interest		(0.10%)	0.10%	0.10%	[1]
Change in valuation allowance		0.70%	2.80%	(4.10%)	[1]
Goodwill impairment	[1]			(51.20%)
Nontaxable increased cash surrender value			(1.10%)	1.30%	[1]
Withholding taxes		0.50%	0.20%	(0.70%)	[1]
Foreign derived intangible income		(1.00%)	(1.20%)	1.30%	[1]
Deferred rate change		(0.60%)	(1.00%)	(1.80%)	[1]
Brazilian net worth deduction		(1.10%)	(0.70%)	1.70%	[1]
Other, net		0.50%	(0.40%)	(3.40%)	[1]
Effective tax rate		22.10%	22.40%	(31.30%)	[1]

[1] The negative tax rate for fiscal year 2020 is the result of applying total income tax expense to the loss before income taxes. The signs within the table are consequently the opposite compared to fiscal 2022 and 2021.

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Income Taxes Deferred Taxes (Details) - USD ($) $ in Millions		Sep. 30, 2022	Sep. 30, 2021
Deferred income tax assets:
Accruals and allowances			$ 6.7
Employee related accruals and allowances		$ 107.6	119.0
State net operating loss carryforwards, net of federal benefit		43.6	57.5
State credit carryforwards, net of federal benefit		89.7	84.9
Federal and foreign net operating loss carryforwards		165.8	193.6
Restricted stock and options		26.7	30.2
Lease liabilities		177.4	177.1
Other		44.6	42.1
Deferred Tax Assets, Gross		655.4	711.1
Deferred income tax liabilities:
Accruals and allowances		9.0
Property, plant and equipment		1,669.5	1,805.2
Deductible intangibles and goodwill		724.1	796.6
Inventory reserves		261.4	243.5
Deferred gain		272.8	272.8
Basis difference in joint ventures		35.9	32.9
Pension		2.7	36.3
Right-of-use assets		166.1	164.9
Deferred Tax Liabilities, Gross		3,141.5	3,352.2
Valuation allowances		248.8	277.5
Net deferred income tax liability		2,734.9	2,918.6
Long-term deferred tax asset	[1]	27.0	25.8
Long-term deferred tax liability		2,761.9	2,944.4
Net deferred income tax liability		$ 2,734.9	$ 2,918.6

[1] The long-term deferred tax asset is presented in Other assets on the consolidated balance sheets.

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Income Taxes Valuation Allowance Against Deferred Tax Assets (Details) - Valuation Allowance of Deferred Tax Assets [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Movement in Deferred Tax Asset Valuation Allowance [Roll Forward]
Balance at beginning of fiscal year	$ 277.5	$ 257.5	$ 218.0
Increases	12.3	22.2	46.2
Reductions	(41.0)	(2.2)	(6.7)
Balance at end of fiscal year	$ 248.8	$ 277.5	$ 257.5

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Income Taxes Unrecognized Tax Benefit (Details) - USD ($) $ in Millions		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at beginning of fiscal year		$ 199.5	$ 206.7	$ 224.3
Additions for tax positions taken in current year	[1]	1.8	2.7	5.0
Additions for tax positions taken in prior fiscal years		27.6	10.8	11.7
Reductions for tax positions taken in prior fiscal years	[1]			(16.7)
Reductions due to settlement		(0.8)
(Reductions) additions for currency translation adjustments		(1.1)	1.5	(8.8)
Reductions as a result of a lapse of the applicable statute of limitations		(31.5)	(22.2)	(8.8)
Balance at end of fiscal year		$ 195.5	$ 199.5	$ 206.7

[1] Reductions taken in fiscal 2020 include primarily positions taken related to foreign subsidiaries.

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Segment Information - Additional Information (Details) $ in Millions		3 Months Ended	12 Months Ended
	Oct. 01, 2021	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Segment	Sep. 30, 2021 USD ($) Segment	Sep. 30, 2020 USD ($)	Jul. 01, 2022
Segment Reporting Information [Line Items]
Number of reportable segments | Segment			4	2
Reduction of cost of goods sold		$ 5.0
Insurance proceeds received, net cash used for investing activities			$ 1.7	$ 3.2	$ 6.5
Goodwill impairment loss					1,333.2
Increase in discount rate to estimate fair value of reporting unit	1.00%
Reporting unit, percentage of fair value in excess of carrying value	10.00%
Reporting unit, percentage of fair value in excess of carrying value			15.00%
Consumer Packaging [Member]
Segment Reporting Information [Line Items]
Reporting unit, percentage of fair value in excess of carrying value			15.00%
Corrugated Packaging [Member]
Segment Reporting Information [Line Items]
Reporting unit, percentage of fair value in excess of carrying value			15.00%			15.00%
Distribution [Member]
Segment Reporting Information [Line Items]
Reporting unit, percentage of fair value in excess of carrying value			15.00%
Global Paper [Member]
Segment Reporting Information [Line Items]
Reporting unit, percentage of fair value in excess of carrying value			15.00%
Hurricane Michael [Member]
Segment Reporting Information [Line Items]
Insurance proceeds related to extensive damage					32.3
Corrugated Packaging [Member] | Grupo Gondi Investment [Member]
Segment Reporting Information [Line Items]
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity		105.7	$ 101.8	105.7
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity, Amortizable Portion		$ 40.2	$ 35.2	$ 40.2
Corrugated Packaging [Member] | Grupo Gondi Investment [Member] | Minimum [Member]
Segment Reporting Information [Line Items]
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity, Lives of Underlying Assets			10 years
Corrugated Packaging [Member] | Grupo Gondi Investment [Member] | Maximum [Member]
Segment Reporting Information [Line Items]
Equity Method Investment, Difference Between Carrying Amount and Underlying Equity, Lives of Underlying Assets			15 years
Corrugated Packaging [Member] | Hurricane Michael [Member]
Segment Reporting Information [Line Items]
Insurance proceeds from business interruption recoveries					$ 11.7
Gain on Business Interruption Insurance Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration]					Cost of Goods and Services Sold
Insurance proceeds for direct costs and property damage					$ 20.6
Insurance proceeds received, net cash provided by operating activities					30.9
Insurance proceeds received, net cash used for investing activities					1.4
Corrugated Packaging [Member] | Hurricane Michael [Member] | Cost of Goods Sold [Member]
Segment Reporting Information [Line Items]
Reduction of cost of goods sold					20.0
Global Paper Segment [Member] | Hurricane Michael [Member] | Cost of Goods Sold [Member]
Segment Reporting Information [Line Items]
Reduction of cost of goods sold					12.3
Consumer Packaging [Member]
Segment Reporting Information [Line Items]
Goodwill impairment loss					$ 1,333.2

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Segment Information - Schedule of Revenue from External Customers, Segment Income and Long-Lived Assets, by Geographical Areas (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	$ 21,256.5	$ 18,746.1	$ 17,578.8
Long-Lived Assets	10,781.0	11,246.1	11,437.5
United States [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	17,361.5	15,317.2	14,508.9
Long-Lived Assets	9,278.2	9,654.6	9,962.5
Canada [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,325.1	1,210.4	1,124.7
Long-Lived Assets	391.4	413.0	382.1
Latin America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,045.6	745.4	611.1
Long-Lived Assets	719.0	725.8	639.9
EMEA [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	1,150.5	1,106.0	1,014.0
Long-Lived Assets	320.4	364.9	362.8
Asia Pacific [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Net sales	373.8	367.1	320.1
Long-Lived Assets	$ 72.0	$ 87.8	$ 90.2

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Segment Information - Certain Financial Data for Segments (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2019
Segment Reporting Information [Line Items]
Net sales	$ 21,256.5	$ 18,746.1	$ 17,578.8
Depreciation, depletion and amortization	(1,488.6)	(1,460.0)	(1,487.0)
Gain on sale of certain closed facilities	18.6	0.9	15.6
Multiemployer pension withdrawal (expense) income	(0.2)	2.9	1.1
Mineral rights impairment	(26.0)
Restructuring and other costs	(401.6)	(31.5)	(112.7)
Goodwill impairment			(1,333.2)
Non-allocated expenses	(82.6)	(68.1)	(73.3)
Interest expense, net	(318.8)	(372.3)	(393.5)
Loss on extinguishment of debt	(8.5)	(9.7)	(1.5)
Other (expense) income, net	(11.0)	10.9	9.5
Other adjustments	(4.5)	(54.5)	(33.1)
Income (loss) before income taxes	1,218.8	1,085.9	(522.6)
Depreciation, depletion and amortization	1,488.6	1,460.0	1,487.0
Other adjustments	4.5	54.5	33.1
Equity in income (loss) of unconsolidated entities	72.9	40.9	15.8
Assets	28,405.5	29,254.3	28,779.7
Goodwill	5,895.2	5,959.2	5,962.2	$ 7,285.6
Intangibles, net	2,920.6	3,318.8	3,667.2
Capital expenditures	862.6	815.5	978.1
Equity method investments	480.4	453.3	429.6
Assets Held for Sale [Member]
Segment Reporting Information [Line Items]
Assets	34.4	10.9	7.0
Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	21,621.9	19,072.2	17,851.5
Adjusted EBITDA	3,542.0	3,067.3	2,885.5
Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	(365.4)	(326.1)	(272.7)
Corrugated Packaging [Member]
Segment Reporting Information [Line Items]
Net sales	9,307.6	8,400.5	7,790.2
Depreciation, depletion and amortization	683.0	674.5	674.8
Other adjustments	(4.8)	13.3	6.3
Equity in income (loss) of unconsolidated entities	70.3	36.7	12.6
Assets	11,382.5	11,557.6	11,623.4
Intangibles, net	648.4	765.9	889.1
Capital expenditures	370.4	331.4	389.9
Equity method investments	479.3	434.4	414.2
Corrugated Packaging [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	9,307.6	8,400.5	7,790.2
Adjusted EBITDA	1,386.7	1,394.0	1,474.2
Corrugated Packaging [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	(328.0)	(305.3)	(250.0)
Corrugated Packaging [Member] | Unaffiliated Customers [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	8,979.6	8,095.2	7,540.2
Consumer Packaging [Member]
Segment Reporting Information [Line Items]
Net sales	4,965.2	4,433.9	4,190.4
Goodwill impairment			(1,333.2)
Depreciation, depletion and amortization	349.5	352.2	345.4
Other adjustments	7.7	11.7	16.3
Equity in income (loss) of unconsolidated entities	3.4	4.0	2.8
Assets	6,704.5	6,757.3	6,535.8
Intangibles, net	1,523.5	1,719.2	1,857.6
Capital expenditures	202.1	192.7	140.2
Equity method investments	0.5	17.7	13.7
Consumer Packaging [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	4,965.2	4,433.9	4,190.4
Adjusted EBITDA	829.2	720.8	660.7
Consumer Packaging [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	(27.8)	(20.3)	(20.2)
Consumer Packaging [Member] | Unaffiliated Customers [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	4,937.4	4,413.6	4,170.2
Global Paper [Member]
Segment Reporting Information [Line Items]
Net sales	5,930.2	4,983.0	4,749.6
Depreciation, depletion and amortization	425.1	405.9	439.1
Other adjustments	(0.6)	3.3	11.9
Equity in income (loss) of unconsolidated entities	(0.8)	0.2	0.4
Assets	7,039.2	7,527.6	7,549.5
Intangibles, net	612.6	677.7	744.6
Capital expenditures	238.6	259.4	417.8
Equity method investments	0.5	0.8	1.3
Global Paper [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	5,930.2	4,983.0	4,749.6
Adjusted EBITDA	1,246.4	883.7	701.9
Global Paper [Member] | Unaffiliated Customers [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	5,930.2	4,983.0	4,749.6
Distribution [Member]
Segment Reporting Information [Line Items]
Net sales	1,418.9	1,254.8	1,102.4
Depreciation, depletion and amortization	27.3	23.6	23.5
Other adjustments		0.6
Assets	863.0	800.1	718.9
Intangibles, net	136.1	156.0	175.9
Capital expenditures	6.1	1.3	0.3
Distribution [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	1,418.9	1,254.8	1,102.4
Adjusted EBITDA	79.7	68.8	48.7
Distribution [Member] | Intersegment Eliminations [Member]
Segment Reporting Information [Line Items]
Net sales	(9.6)	(0.5)	(2.5)
Distribution [Member] | Unaffiliated Customers [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales	1,409.3	1,254.3	1,099.9
Land and Development [Member]
Segment Reporting Information [Line Items]
Net sales			18.9
Other adjustments			(1.4)
Land and Development [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales			18.9
Land and Development [Member] | Unaffiliated Customers [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
Net sales			18.9
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Depreciation, depletion and amortization	3.7	3.8	4.2
Other adjustments	2.2	25.6
Assets	2,381.9	2,600.8	2,345.1
Capital expenditures	45.4	30.7	29.9
Equity method investments	0.1	0.4	0.4
Legacy Reportable Corrugated Packaging Segment [Member]
Segment Reporting Information [Line Items]
Goodwill		3,663.3	3,673.5	3,695.0
Legacy Reportable Consumer Packaging Segment [Member]
Segment Reporting Information [Line Items]
Goodwill impairment			(1,333.2)
Goodwill		$ 2,295.9	$ 2,288.7	$ 3,590.6
New Reportable Corrugated Packaging Segment [Member]
Segment Reporting Information [Line Items]
Goodwill	2,802.8
New Reportable Consumer Packaging Segment [Member]
Segment Reporting Information [Line Items]
Goodwill	1,588.4
New Reportable Global Paper Segment [Member]
Segment Reporting Information [Line Items]
Goodwill	1,366.5
New Reportable Distribution Segment [Member]
Segment Reporting Information [Line Items]
Goodwill	$ 137.5

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Segment Information - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Goodwill [Roll Forward]
Goodwill, Gross beginning of fiscal year	$ 7,335.2	$ 7,338.2	$ 7,328.4
Accumulated impairment losses, beginning of period	(1,376.0)	(1,376.0)	(42.8)
Goodwill, beginning of fiscal year	5,959.2	5,962.2	7,285.6
Goodwill acquired	3.2
Goodwill impairment			(1,333.2)
Goodwill disposed of		(16.4)	(0.3)
Purchase price allocation adjustments			13.7
Translation adjustments	(67.2)	13.4	(3.6)
Goodwill, Gross end of fiscal year		7,335.2	7,338.2
Accumulated impairment losses, end of period		(1,376.0)	(1,376.0)
Goodwill, end of fiscal year	5,895.2	5,959.2	5,962.2
Legacy Reportable Corrugated Packaging Segment [Member]
Goodwill [Roll Forward]
Goodwill, Gross beginning of fiscal year	3,663.4	3,673.6	3,695.1
Accumulated impairment losses, beginning of period	(0.1)	(0.1)	(0.1)
Goodwill, beginning of fiscal year	3,663.3	3,673.5	3,695.0
Goodwill disposed of		(16.4)
Purchase price allocation adjustments			14.3
Segment recasting	(3,663.3)
Translation adjustments		6.2	(35.8)
Goodwill, Gross end of fiscal year		3,663.4	3,673.6
Accumulated impairment losses, end of period		(0.1)	(0.1)
Goodwill, end of fiscal year		3,663.3	3,673.5
Legacy Reportable Consumer Packaging Segment [Member]
Goodwill [Roll Forward]
Goodwill, Gross beginning of fiscal year	3,671.8	3,664.6	3,633.3
Accumulated impairment losses, beginning of period	(1,375.9)	(1,375.9)	(42.7)
Goodwill, beginning of fiscal year	2,295.9	2,288.7	3,590.6
Goodwill impairment			(1,333.2)
Goodwill disposed of			(0.3)
Purchase price allocation adjustments			(0.6)
Segment recasting	(2,295.9)
Translation adjustments		7.2	32.2
Goodwill, Gross end of fiscal year		3,671.8	3,664.6
Accumulated impairment losses, end of period		(1,375.9)	(1,375.9)
Goodwill, end of fiscal year		$ 2,295.9	$ 2,288.7
New Reportable Corrugated Packaging Segment [Member]
Goodwill [Roll Forward]
Goodwill acquired	3.2
Segment recasting	2,834.8
Translation adjustments	(35.2)
Goodwill, end of fiscal year	2,802.8
New Reportable Consumer Packaging Segment [Member]
Goodwill [Roll Forward]
Segment recasting	1,603.3
Translation adjustments	(14.9)
Goodwill, end of fiscal year	1,588.4
New Reportable Global Paper Segment [Member]
Goodwill [Roll Forward]
Segment recasting	1,382.0
Translation adjustments	(15.5)
Goodwill, end of fiscal year	1,366.5
New Reportable Distribution Segment [Member]
Goodwill [Roll Forward]
Segment recasting	139.1
Translation adjustments	(1.6)
Goodwill, end of fiscal year	$ 137.5

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Interest - Summary of Components of Interest Expense, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Interest Income (Expense), Net [Abstract]
Interest expense	$ (375.6)	$ (418.9)	$ (465.5)
Interest income	56.8	46.6	72.0
Interest expense, net	$ (318.8)	$ (372.3)	$ (393.5)

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Interest - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Interest Income (Expense), Net [Abstract]
Interest, net of amounts capitalized	$ 363.9	$ 384.7	$ 423.4
Interest costs, capitalized during period	$ 11.1	$ 14.0	$ 24.6

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Inventories - Schedule of Inventories (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Inventories [Abstract]
Finished goods and work in process	$ 1,102.4	$ 972.7
Raw materials	1,135.9	888.1
Supplies and spare parts	529.6	536.4
Inventories at FIFO cost	2,767.9	2,397.2
LIFO reserve	(450.8)	(223.9)
Net inventories	$ 2,317.1	$ 2,173.3

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Inventories - Additional Information (Details) $ in Millions	12 Months Ended
	Sep. 30, 2022 USD ($)
Inventories [Abstract]
Increase in cost of goods sold and LIFO reserve due to inflation	$ 226.9

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions		Sep. 30, 2022	Sep. 30, 2021
Property, plant and equipment at cost:
Property, plant and equipment, at cost		$ 19,462.2	$ 18,719.1
Less: accumulated depreciation, depletion and amortization		(9,380.8)	(8,149.0)
Property, plant and equipment, net		10,081.4	10,570.1
Land and Buildings [Member]
Property, plant and equipment at cost:
Property, plant and equipment, at cost		2,646.4	2,626.0
Machinery and Equipment [Member]
Property, plant and equipment at cost:
Property, plant and equipment, at cost		16,592.5	15,853.1
Forestlands and Mineral Rights [Member]
Property, plant and equipment at cost:
Property, plant and equipment, at cost	[1]	95.7	120.0
Transportation Equipment [Member]
Property, plant and equipment at cost:
Property, plant and equipment, at cost		24.2	26.1
Leasehold Improvements [Member]
Property, plant and equipment at cost:
Property, plant and equipment, at cost		$ 103.4	$ 93.9

[1] In fiscal 2022, we recorded a $26.0 million pre-tax non-cash impairment of certain mineral rights. With the impairment, we have no remaining mineral rights.

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Property, Plant and Equipment - Schedule of Property, Plant and Equipment (Parenthetical) (Details)	12 Months Ended
	Sep. 30, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Pre-tax non-cash impairment	$ 26,000,000.0
Mineral rights	0
Mineral Rights [Member]
Property, Plant and Equipment [Line Items]
Pre-tax non-cash impairment	$ 26,000,000.0

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Property, Plant and Equipment - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation	$ 1,108.1	$ 1,069.7	$ 1,054.9
Accrued additions to property, plant and equipment (in accounts payable)	$ 223.2	$ 108.5	$ 85.0

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Other Intangible Assets - Schedule of Gross Carrying Amount and Accumulated Amortization Relating to Intangible Assets, Excluding Goodwill (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	15 years 8 months 12 days
Gross Carrying Amount	$ 4,999.3	$ 5,089.0
Accumulated Amortization	$ (2,078.7)	(1,770.2)
Customer Relationships [Member]
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	15 years 7 months 6 days
Gross Carrying Amount	$ 4,888.5	4,963.0
Accumulated Amortization	$ (2,038.1)	(1,724.3)
Trademarks and Trade Names [Member]
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	22 years 6 months
Gross Carrying Amount	$ 80.7	80.4
Accumulated Amortization	$ (26.2)	(20.9)
Technology and Patents [Member]
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	11 years 9 months 18 days
Gross Carrying Amount	$ 24.4	23.5
Accumulated Amortization	$ (12.9)	(9.4)
Licensing Costs [Member]
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	15 years 9 months 18 days
Gross Carrying Amount	$ 0.3	16.2
Accumulated Amortization	$ (0.1)	(15.1)
Noncompete Agreements [Member]
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	2 years
Gross Carrying Amount	$ 1.9	1.9
Accumulated Amortization	$ (1.1)	(0.2)
Other [Member]
Finite Lived Intangible Assets [Line Items]
Weighted Avg. Life (in years)	29 years 6 months
Gross Carrying Amount	$ 3.5	4.0
Accumulated Amortization	$ (0.3)	$ (0.3)

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Other Intangible Assets - Estimated Intangible Asset Amortization Expense (Details) $ in Millions	Sep. 30, 2022 USD ($)
Other Intangible Assets [Abstract]
Fiscal 2023	$ 340.2
Fiscal 2024	318.8
Fiscal 2025	304.1
Fiscal 2026	296.7
Fiscal 2027	$ 292.9

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Other Intangible Assets - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Other Intangible Assets [Abstract]
Intangible Assets Amortization Expense	$ 351.1	$ 360.6	$ 405.4
Other Intangible Assets Amortization Expense	$ 29.4	$ 29.7	$ 26.7

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Fair Value - Additional Information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Sep. 16, 2022	Dec. 02, 2021	Dec. 01, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Maximum eligible receivables that may be sold				$ 700,000,000.0	$ 110,000,000.0	$ 88,500,000
Receivables sold under accounts receivable sales agreement	$ 724,700,000	$ 665,900,000
Estimated loss on sale of accounts receivable in a fiscal year	20,400,000	11,100,000	$ 12,700,000
Goodwill impairment loss			1,333,200,000
Pre-tax non-cash impairment	26,000,000.0
Mineral rights	0
Mineral Rights [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Pre-tax non-cash impairment	$ 26,000,000.0
Consumer Packaging [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Goodwill impairment loss			$ 1,333,200,000
Grupo Gondi Investment [Member]
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Charge on not exercising option to purchase additional equity interest in joint venture		$ 22,500,000

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Fair Value - Summary of Accounts Receivable Sales Agreements (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Fair Value Disclosures [Abstract]
Receivables sold to the financial institutions and derecognized	$ (2,954.8)	$ (2,732.2)
Receivables collected by financial institutions	2,896.0	2,655.6
Cash proceeds from financial institutions	$ 58.8	$ 76.6

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Debt - Schedule of Carrying Value and Weighted Average Interest Rate of Individual Components of Debt (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Debt Instrument [Line Items]
Total debt	$ 7,787.2	$ 8,194.1
Less: current portion of debt	212.2	168.8
Long-term debt due after one year	$ 7,575.0	$ 8,025.3
Debt, Weighted Average Interest Rate	4.20%	4.00%
Notes Due Fiscal 2023 to 2028 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 3,433.4	$ 3,778.2
Debt, Weighted Average Interest Rate	4.00%	4.00%
Notes Due Fiscal 2029 to 2033 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 2,753.3	$ 2,766.5
Debt, Weighted Average Interest Rate	4.50%	4.50%
Notes Due Fiscal 2037 to 2047 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 177.8	$ 178.2
Debt, Weighted Average Interest Rate	6.20%	6.20%
Term Loan Facilities [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 598.2	$ 598.9
Debt, Weighted Average Interest Rate	3.10%	3.00%
Revolving Credit and Swing Facilities [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 286.3	$ 270.0
Debt, Weighted Average Interest Rate	1.90%	1.10%
Finance Lease Obligations [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 287.5	$ 264.1
Debt, Weighted Average Interest Rate	4.20%	4.10%
Vendor Financing and Commercial Card Programs [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 123.1	$ 113.1
International and Other Debt [Member]
Debt Instrument [Line Items]
Total debt	$ 127.6	$ 225.1
Debt, Weighted Average Interest Rate	12.80%	4.80%

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Debt - Additional Information (Details) € in Millions														1 Months Ended	12 Months Ended
	Aug. 18, 2022 USD ($)	Jul. 07, 2022 USD ($)	Jul. 07, 2022 EUR (€)	Mar. 22, 2022 USD ($)	Sep. 10, 2021 USD ($)	Mar. 12, 2021 USD ($)	Feb. 26, 2021	Jan. 18, 2021 BRL (R$)	Sep. 27, 2019 USD ($)	Jun. 07, 2019 USD ($)	Apr. 10, 2019 BRL (R$)	Dec. 07, 2018 USD ($)	Mar. 07, 2018	Jun. 30, 2020 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2022 MXN ($)	Sep. 30, 2022 BRL (R$)	Jul. 27, 2022	Jul. 07, 2022 EUR (€)	Jun. 30, 2022 USD ($)	Sep. 30, 2021 BRL (R$)
Debt Instrument [Line Items]
Loss on extinguishment of debt															$ (8,500,000)	$ (9,700,000)	$ (1,500,000)
Weighted average interest rate excluding fair value step-up															4.50%			4.50%	4.50%
Unamortized fair market value step-up															$ 175,100,000
Unamortized fair market value step-up, weighted average remaining life															9 years 9 months 18 days
Letters of credit outstanding, amount															$ 57,100,000
Fair value of debt															7,300,000,000	9,000,000,000.0
Amortization of debt issuance costs															$ 7,300,000	$ 8,300,000	8,200,000
Debt, Weighted Average Interest Rate															4.20%	4.00%		4.20%	4.20%				4.00%
Grupo Gondi [Member]
Debt Instrument [Line Items]
Percentage of remaining interest acquired																				67.70%
Foreign Exchange Contract [Member]
Debt Instrument [Line Items]
Amount of foreign exchange contracts															$ 389,900,000	$ 270,200,000		$ 8,000,000,000.0
Senior Unsecured Debt [Member] | U.S. Revolving Facility [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity		$ 1,800,000,000
Senior Unsecured Debt [Member] | Multicurrency Revolving Facility [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity		500,000,000
4.00% Senior Notes Due March 2023 [Member]
Debt Instrument [Line Items]
Redemption amount of long term debt				$ 350,000,000
Debt instrument, interest rate				4.00%
Debt instrument maturity period in Month and year				2023-03
Loss on extinguishment of debt				$ (8,200,000)
4.900% Senior Notes Due March 2022 [Member]
Debt Instrument [Line Items]
Redemption amount of long term debt					$ 400,000,000
Debt instrument, interest rate					4.90%
Debt instrument maturity period in Month and year					2022-03
Loss on extinguishment of debt					$ (8,600,000)
Long-Term Committed Credit Facilities [Member] | Cash and Cash Equivalents [Member]
Debt Instrument [Line Items]
Line of credit facility, remaining borrowing capacity and cash and cash equivalents															3,700,000,000
Public Bond Obligations [Member]
Debt Instrument [Line Items]
Debt instrument, aggregate principal amount															6,200,000,000	6,600,000,000
Senior Notes due June 2033 [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate														3.00%
Debt instrument, aggregate principal amount																						$ 600,000,000.0
Debt instrument, maturity year														2033
Notes due June 2020 [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate														9.75%
Prepayment of outstanding principal amount														$ 100,000,000.0
Revolving Credit Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Termination of credit facility		2,300,000,000
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity		$ 2,300,000,000
Debt instrument, term, in years		5 years	5 years
Long-term debt															0
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Credit spread adjustment		0.10%	0.10%
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member]
Debt Instrument [Line Items]
Percentage of fee paid on unused credit facility		0.225%	0.225%
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member] | SONIA Loans [Member]
Debt Instrument [Line Items]
Applicable margin		1.50%	1.50%
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member] | Canadian Prime Rate Loans [Member]
Debt Instrument [Line Items]
Applicable margin		0.50%	0.50%
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member]
Debt Instrument [Line Items]
Percentage of fee paid on unused credit facility		0.08%	0.08%
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member] | SONIA Loans [Member]
Debt Instrument [Line Items]
Applicable margin		0.875%	0.875%
Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member] | Canadian Prime Rate Loans [Member]
Debt Instrument [Line Items]
Applicable margin		0.00%	0.00%
Prior Revolving Credit Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Long-term debt																0
Cooperatieve Rabobank U.A., New York Branch European Revolving Credit Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Termination of credit facility | €			€ 600.0
Long-term debt																270,000,000.0
Debt instrument, maturity period							3 years
Receivables Securitization Facility [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Debt instrument, maximum borrowing capacity, amount															700,000,000.0	690,300,000
Long-term debt															$ 0	$ 0
Receivables backed financing, maximum borrowing amount						$ 700,000,000.0
Debt instrument, amended maturity date						Mar. 11, 2024
Restriction on Exclusion of Eligible Receivables of Specific Obligors, Aggregate Maximum Percentage						7.50%
Restriction on Exclusion of Eligible Receivables of Specific Obligors, Obligor Maximum Percentage of Aggregate Balance						2.50%
Asset Securitization Facility Commitment Fee Percentage															0.35%	0.35%		0.35%	0.35%				0.35%
Receivables Securitization Facility [Member] | Secured Debt [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Applicable margin						0.90%
Variable rate basis						one-month LIBOR
Receivables Securitization Facility [Member] | Collateralizing [Member] | Secured Debt [Member]
Debt Instrument [Line Items]
Carrying amount of accounts receivable collateralizing maximum available borrowings															$ 1,390,500,000	$ 1,318,400,000
Commercial Paper | Unsecured Debt [Member]
Debt Instrument [Line Items]
Aggregate Principal Amount of Short-term Unsecured Commercial Paper Program, Maximum												$ 1,000,000,000.0
Debt Instrument, notice period for termination												30 days
Borrowings outstanding															0	0
Commercial Paper | Unsecured Debt [Member] | Maximum [Member]
Debt Instrument [Line Items]
Debt instrument, maturity period												397 days
Wells Fargo Bank NA Credit Facility [Member] | Terminated Unsecured Term Loan Facility
Debt Instrument [Line Items]
Long-term debt																	$ 648,900,000
Debt instrument, maturity period													5 years
Bank of America Five Year Term Loan [Member] | Terminated Unsecured Term Loan Facility
Debt Instrument [Line Items]
Repayments of debt																300,000,000.0
Bank of America Five Year Term Loan [Member] | Unsecured [Member] | Terminated Unsecured Term Loan Facility
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity										$ 300,000,000.0
Credit facility, maturity date										Jun. 07, 2024
Debt instrument, maturity period										5 years
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity | €																					€ 700.0
Long-term debt															265,000,000.0
Incremental line of credit | €																					€ 100.0
Debt instrument, maturity period		3 years	3 years
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Credit spread adjustment		0.10%	0.10%
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member]
Debt Instrument [Line Items]
Percentage of fee paid on unused credit facility		0.275%	0.275%
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member] | SONIA Loans [Member]
Debt Instrument [Line Items]
Applicable margin		1.625%	1.625%
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin		0.625%	0.625%
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member]
Debt Instrument [Line Items]
Percentage of fee paid on unused credit facility		0.10%	0.10%
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member] | SONIA Loans [Member]
Debt Instrument [Line Items]
Applicable margin		0.875%	0.875%
European Revolving Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin		0.00%	0.00%
Prior Farm Loan Credit Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity									$ 600,000,000
Debt instrument, term, in years									7 years
Long-term debt																598,900,000
Farm Credit Facility [Member] | Senior Unsecured Debt [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity		$ 600,000,000
Debt instrument, term, in years		7 years	7 years
Long-term debt															598,200,000
Credit facility, amount of potential increase to the principal amount		$ 400,000,000
Farm Credit Facility [Member] | Senior Unsecured Debt [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Credit spread adjustment		0.10%	0.10%
Farm Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Applicable margin		2.275%	2.275%
Farm Credit Facility [Member] | Senior Unsecured Debt [Member] | Maximum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin		1.275%	1.275%
Farm Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Applicable margin		1.65%	1.65%
Farm Credit Facility [Member] | Senior Unsecured Debt [Member] | Minimum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin		0.65%	0.65%
Delayed Draw Term Facility [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity	$ 1,000,000,000.0
Long-term debt															0
Delayed Draw Term Facility [Member] | Unsecured Debt [Member] | Grupo Gondi [Member]
Debt Instrument [Line Items]
Percentage of remaining interest acquired	67.70%
Delayed Draw Term Facility [Member] | Unsecured Debt [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Credit spread adjustment	0.10%
Delayed Draw Term Facility [Member] | Unsecured Debt [Member] | Maximum [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Applicable margin	1.50%
Delayed Draw Term Facility [Member] | Unsecured Debt [Member] | Maximum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin	0.50%
Delayed Draw Term Facility [Member] | Unsecured Debt [Member] | Minimum [Member] | SOFR Loans [Member]
Debt Instrument [Line Items]
Applicable margin	0.875%
Delayed Draw Term Facility [Member] | Unsecured Debt [Member] | Minimum [Member] | Base Rate [Member]
Debt Instrument [Line Items]
Applicable margin	0.00%
Brazil Export Credit Note [Member] | Unsecured Debt [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity | R$								R$ 500,000,000.0
Credit facility, maturity date								Jan. 19, 2026
Long-term debt															$ 92,700,000	92,300,000			R$ 500,000,000.0				R$ 500,000,000.0
Credit facility semiannual installments repayment beginning date								Jan. 19, 2023
Credit facility basis spread on floating rate								2.50%
Brazil Delayed Draw Credit Facilities [Member] | Unsecured Debt [Member] | Terminated [Member]
Debt Instrument [Line Items]
Credit Facility, maximum borrowing capacity | R$											R$ 750,000,000.0
Credit facility, maturity date											Apr. 10, 2024
Long-term debt																$ 118,000,000.0							R$ 639,200,000
Incremental line of credit | R$											R$ 250,000,000.0
Credit facility semiannual installments repayment beginning date											Apr. 10, 2021
Credit facility basis spread on floating rate											1.50%

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Debt - Schedule of Aggregate Maturities of Debt (Details) - Long-term Debt, Excluding Finance Lease Obligations [Member] $ in Millions	Sep. 30, 2022 USD ($)
Debt Instrument [Line Items]
Fiscal 2023	$ 178.6
Fiscal 2024	529.0
Fiscal 2025	893.8
Fiscal 2026	765.1
Fiscal 2027	501.1
Thereafter	4,498.5
Fair value of debt step-up, deferred financing costs and unamortized bond discounts	133.6
Total	$ 7,499.7

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Leases - Schedule of Components of Lease Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Lease, Cost [Abstract]
Operating lease costs	$ 218.1	$ 211.0	$ 201.2
Variable and short-term lease costs	122.8	104.6	105.5
Sublease income	(6.1)	(8.9)	(6.7)
Finance lease cost:
Amortization of lease assets	15.1	9.6	10.5
Interest on lease liabilities	7.9	7.2	7.9
Total lease cost, net	$ 357.8	$ 323.5	$ 318.4

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Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021
Supplementary Information Balance Sheets [Abstract]
Operating lease right-of-use asset	$ 699.6	$ 676.0
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Current operating lease liabilities	$ 191.9	$ 177.9
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other current liabilities	Other current liabilities
Noncurrent operating lease liabilities	$ 551.1	$ 537.9
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]	Other long-term liabilities	Other long-term liabilities
Total operating lease liabilities	$ 743.0	$ 715.8
Property, plant and equipment	177.4	143.2
Accumulated depreciation	(37.3)	(28.3)
Property, plant and equipment, net	140.1	114.9
Current finance lease liabilities	$ 14.5	$ 8.7
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Current portion of debt	Current portion of debt
Noncurrent finance lease liabilities	$ 273.0	$ 255.4
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Long-term debt due after one year	Long-term debt due after one year
Total finance lease liabilities	$ 287.5	$ 264.1

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Leases - Summary of Lease Term and Discount Rate (Details)	Sep. 30, 2022	Sep. 30, 2021
Weighted average remaining lease term:
Operating leases	5 years	5 years 4 months 24 days
Finance leases	7 years 3 months 18 days	8 years 3 months 18 days
Weighted average discount rate:
Operating leases	2.70%	2.40%
Finance leases	4.20%	4.10%

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Leases - Summary of Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$ 214.8	$ 227.0
Operating cash flows related to finance leases	8.8	8.3
Financing cash flows related to finance leases	14.8	9.1
ROU assets obtained in exchange for lease liabilities:
Operating leases	$ 184.6	$ 160.9

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Leases - Summary of Maturity of Lease Liabilities (Details) - USD ($) $ in Millions		Sep. 30, 2022	Sep. 30, 2021
Maturity Of Lease Liabilities [Abstract]
Operating Leases, Fiscal 2023		$ 208.9
Operating Leases, Fiscal 2024		174.8
Operating Leases, Fiscal 2025		134.3
Operating Leases, Fiscal 2026		101.2
Operating Leases, Fiscal 2027		72.4
Operating Leases, Thereafter		109.3
Operating Leases, Total lease payments		800.9
Operating Leases, Less: Interest	[1]	(57.9)
Operating Leases, Present value of future lease payments		743.0	$ 715.8
Finance Leases, Fiscal 2023		21.7
Finance Leases, Fiscal 2024		20.9
Finance Leases, Fiscal 2025		19.7
Finance Leases, Fiscal 2026		16.8
Finance Leases, Fiscal 2027		95.8
Finance Leases, Thereafter		186.3
Finance Leases, Total lease payments		361.2
Finance Leases, Less: Interest	[1]	(73.7)
Finance Leases, Present value of future lease payments		287.5	$ 264.1
Fiscal 2023		230.6
Fiscal 2024		195.7
Fiscal 2025		154.0
Fiscal 2026		118.0
Fiscal 2027		168.2
Thereafter		295.6
Total lease payments		1,162.1
Less: Interest	[1]	(131.6)
Present value of future lease payments		$ 1,030.5

[1] Calculated using the interest rate for each lease.

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Special Purpose Entities - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Dec. 06, 2013	Dec. 31, 2007
Debt Instrument [Line Items]
Restricted assets held by special purpose entities	$ 1,253.0	$ 1,260.5
Non-recourse liabilities held by special purpose entities	$ 1,117.8	$ 1,127.3
Installment Note [Member]
Debt Instrument [Line Items]
Notes Receivable Interest Rate	5.207%
MeadWestvaco [Member] | Timber Note [Member]
Debt Instrument [Line Items]
Restricted assets held by special purpose entities	$ 379.4			$ 398.0
MeadWestvaco [Member] | Secured Financing Liability, Maturity in October 2027 [Member]
Debt Instrument [Line Items]
Non-recourse liabilities held by special purpose entities	329.5			$ 338.3
MeadWestvaco [Member] | Installment Note [Member]
Debt Instrument [Line Items]
Restricted assets held by special purpose entities	873.6		$ 860.0
MeadWestvaco [Member] | Secured Financing Liability, Maturity in December 2023 [Member]
Debt Instrument [Line Items]
Non-recourse liabilities held by special purpose entities	$ 788.3		$ 774.0

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Related Party Transactions - Additional Information (Details) - Affiliated Entity [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Related Party Transaction [Line Items]
Net sales to affiliated companies	$ 238.5	$ 237.7	$ 311.5
Accounts receivable due from affiliated companies	$ 27.2	$ 33.5

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Commitments and Contingencies - Additional Information (Details) R$ in Millions	3 Months Ended	12 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Lawsuit Country Subsidiary	Sep. 30, 2022 BRL (R$) Subsidiary	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)	Apr. 30, 2020 USD ($)	Feb. 29, 2020 USD ($)	Oct. 31, 2019 USD ($)
Commitments and Contingencies [Line Items]
Accrual for Environmental Loss Contingencies		$ 7,400,000
Number of countries | Country		170
Guarantor Obligations, Current Carrying Value	$ 2,300,000	$ 800,000		$ 2,300,000
Reduction of cost of goods sold	$ 5,000,000
Brazil Administrative Council of Tax Appeals [Member]
Commitments and Contingencies [Line Items]
Claimed tax deficiency including penalties and interest		$ 136,000,000	R$ 732
Tax claim and conversion description		The matter has proceeded through the Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to 2012.	The matter has proceeded through the Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to 2012.
Income tax settlement claim liability		$ 0
Tax claim and conversion, tax penalties relating to tax years description		2009 to 2012	2009 to 2012
Brazil Indirect Tax Claim [Member]
Commitments and Contingencies [Line Items]
Indirect tax claim - receivable for expected recovery and interest					$ 51,900,000
Reduction of cost of goods sold				600,000	32,100,000
Indirect tax claim - reduction of interest expense, net				$ 300,000	$ 20,500,000
Brazil [Member]
Commitments and Contingencies [Line Items]
Number of subsidiaries | Subsidiary		2	2
Asbestos Litigation [Member]
Commitments and Contingencies [Line Items]
Number of Lawsuits the Company Has Been Named a Defendant in Asbestos-related Personal Injury Litigation | Lawsuit		2,075
Amount reserved for litigation		$ 12,900,000
Pace Industry Union Management Pension Fund [Member]
Commitments and Contingencies [Line Items]
Withdrawal obligation accumulated funding deficiency							$ 51,200,000
Pace Industry Union Management Pension Fund [Member] | Subsidiary [Member]
Commitments and Contingencies [Line Items]
Withdrawal obligation accumulated funding deficiency						$ 1,300,000		$ 2,000,000.0
Maximum [Member]
Commitments and Contingencies [Line Items]
Guarantor Obligations, Estimated Exposure, Undiscounted		50,000,000
Other Long Term Liabilities [Member]
Commitments and Contingencies [Line Items]
Accrual for Environmental Loss Contingencies		1,500,000
Other Current Liabilities [Member]
Commitments and Contingencies [Line Items]
Accrual for Environmental Loss Contingencies		5,900,000
Capital Addition Purchase Commitments [Member]
Commitments and Contingencies [Line Items]
Long-term Purchase Commitment, Estimated Amount		$ 371,000,000

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Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss) - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Statutory tax rate	21.00%	21.00%	21.00%	[1]
Derivative liabilities current, fair value	$ 12.0
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration]	Other Liabilities, Current
Derivative asset offset with liability positions by counterparty	$ 2.3
Jurisdictional Statutory Rates [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Statutory tax rate	26.00%	26.00%	29.00%
Jurisdictional Statutory Rates [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Statutory tax rate	25.00%	25.00%	28.00%
Natural Gas [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Derivative, Notional Amount	$ 18.3
Net Realized losses in cost of good sold	$ 1.8
Natural Gas [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Derivative hedging volume period	12 months

[1] The negative tax rate for fiscal year 2020 is the result of applying total income tax expense to the loss before income taxes. The signs within the table are consequently the opposite compared to fiscal 2022 and 2021.

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Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss) - Schedule of Changes in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Millions		12 Months Ended
		Sep. 30, 2022		Sep. 30, 2021		Sep. 30, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period	[1]	$ (999.1)		$ (1,319.9)
Other comprehensive (loss) income before reclassifications	[1]	(468.6)		285.8
Amounts reclassified from accumulated other comprehensive loss	[1]	13.4		35.0
Net current period other comprehensive (loss) income		(455.2)	[1]	320.8	[1]	$ (177.3)
Balance at end of period	[1]	(1,454.3)		(999.1)		(1,319.9)
Accumulated Net Gain (Loss) from Designated or Quality Cash Flow Hedges [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period		(0.2)		(5.6)
Other comprehensive (loss) income before reclassifications		(10.3)		(0.1)
Amounts reclassified from accumulated other comprehensive loss		1.4		5.5
Net current period other comprehensive (loss) income		(8.9)		5.4
Balance at end of period		(9.1)		(0.2)		(5.6)
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period		(536.5)		(727.7)
Other comprehensive (loss) income before reclassifications		(217.1)		161.7
Amounts reclassified from accumulated other comprehensive loss		12.0		29.5
Net current period other comprehensive (loss) income		(205.1)		191.2
Balance at end of period		(741.6)		(536.5)		(727.7)
Accumulated Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balance at beginning of period		(462.4)		(586.6)
Other comprehensive (loss) income before reclassifications		(241.2)		124.2
Net current period other comprehensive (loss) income		(241.2)		124.2
Balance at end of period		$ (703.6)		$ (462.4)		$ (586.6)

[1] All amounts are net of tax and noncontrolling interest.

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Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss) - Summary of Reclassification out of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Amortization of net actuarial loss, Pre-Tax Amount		$ 8.4	$ 33.9	$ 48.3
Amortization of net actuarial loss, Tax		2.0	8.4	12.9
Amortization and settlement recognition of net actuarial loss, included in pension cost		6.4	25.5	35.4
Amortization of prior service credits (costs), Pre-Tax Amount		8.2	6.0	5.1
Amortization of prior service credits (costs), Tax		(2.1)	(1.5)	(1.3)
Amortization of prior service credits (costs), Net of Tax		6.1	4.5	3.8
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax		1.8	7.4	4.9
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax		(0.4)	(1.9)	(1.3)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax		1.4	5.5	$ 3.6
Parent [Member]
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Amortization of net actuarial loss, Pre-Tax Amount	[1],[2]	(7.8)	(33.3)
Amortization of net actuarial loss, Tax	[1],[2]	1.9	8.3
Amortization and settlement recognition of net actuarial loss, included in pension cost	[1],[2]	(5.9)	(25.0)
Amortization of prior service credits (costs), Pre-Tax Amount	[1],[2]	(8.2)	(6.0)
Amortization of prior service credits (costs), Tax	[1],[2]	2.1	1.5
Amortization of prior service credits (costs), Net of Tax	[1],[2]	(6.1)	(4.5)
Defined Benefit Plans, before Tax	[1]	(16.0)	(39.3)
Defined Benefit Plans, Tax	[1]	4.0	9.8
Defined Benefit Plans, Net of Tax	[1]	(12.0)	(29.5)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax	[1]	(1.8)	(7.4)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	[1]	0.4	1.9
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	[1]	(1.4)	(5.5)
Total Reclassifications From Other Comprehensive Income Before Tax	[1]	(17.8)	(46.7)
Total Reclassifications From Other Comprehensive Income Tax Portion	[1]	4.4	11.7
Total Reclassifications From Other Comprehensive Income Net of Tax	[1]	(13.4)	(35.0)
Parent [Member] | Interest Rate Contract [Member]
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax	[1],[3]		(7.4)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	[1],[3]		1.9
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	[1],[3]		$ (5.5)
Parent [Member] | Natural Gas Commodity Hedge [Member]
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income [Line Items]
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, before Tax	[1],[4]	(1.8)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Tax	[1],[4]	0.4
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax	[1],[4]	$ (1.4)

[1] Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.

[2] These accumulated other comprehensive income components are included in the computation of net periodic pension cost. See “Note 5. Retirement Plans” for additional information.

[3] These accumulated other comprehensive income components are included in Interest expense, net.

[4] These accumulated other comprehensive income components are included in Cost of goods sold.

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Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss) - Schedule of Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022		Sep. 30, 2021		Sep. 30, 2020
Other Comprehensive Income Loss [Abstract]
Foreign currency translation (loss) gain, Pre-Tax Amount	$ (241.5)		$ 124.3		$ (215.0)
Deferred loss on cash flow hedges, Pre-Tax Amount	(13.8)		(0.1)		(13.3)
Reclassification adjustment of net loss on cash flow hedges included in earnings, Pre-Tax Amount	1.8		7.4		4.9
Net actuarial (loss) gain arising during period, Pre-Tax Amount	(289.1)		222.2		34.6
Amortization and settlement recognition of net actuarial loss, Pre-Tax Amount	8.4		33.9		48.3
Prior service cost arising during the period, Pre-Tax Amount	(0.2)		(5.6)		(26.9)
Amortization of prior service cost, Pre-Tax Amount	8.2		6.0		5.1
Consolidated other comprehensive (loss) income, Pre-Tax Amount	(526.2)		388.1		(162.3)
Less: Other comprehensive income (loss) attributable to noncontrolling interests, Pre-Tax Amount	(1.1)		(0.3)		0.3
Other comprehensive (loss) income attributable to common stockholders, Pre-Tax Amount	(527.3)		387.8		(162.0)
Foreign currency translation (loss) gain, Tax	0.0		0.0		0.0
Deferred loss on cash flow hedges, Tax	3.5		0.0		3.3
Reclassification adjustment of net loss on cash flow hedges included in earnings, Tax	(0.4)		(1.9)		(1.3)
Net actuarial (loss) gain arising during period, Tax	72.8		(56.6)		(10.4)
Amortization and settlement recognition of net actuarial loss, Tax	(2.0)		(8.4)		(12.9)
Prior service cost arising during the period, Tax	0.0		1.4		7.3
Amortization of prior service cost, Tax	(2.1)		(1.5)		(1.3)
Consolidated other comprehensive (loss) income, Tax	71.8		(67.0)		(15.3)
Less: Other comprehensive income (loss) attributable to noncontrolling interests, Tax	0.3		0.0		0.0
Other comprehensive (loss) income attributable to common stockholders, Tax	72.1		(67.0)		(15.3)
Foreign currency translation (loss) gain, Net of Tax Amount	(241.5)		124.3		(215.0)
Deferred loss on cash flow hedges, Net of Tax Amount	(10.3)		(0.1)		(10.0)
Reclassification adjustment of net loss on cash flow hedges included in earnings	1.4		5.5		3.6
Net actuarial (loss) gain arising during period, Net of Tax Amount	(216.3)		165.6		24.2
Amortization and settlement recognition of net actuarial loss, included in pension cost	6.4		25.5		35.4
Prior service cost arising during period	(0.2)		(4.2)		(19.6)
Amortization of prior service cost, Net of Tax Amount	6.1		4.5		3.8
Other comprehensive (loss) income, net of tax	(454.4)		321.1		(177.6)
Less: Other comprehensive income (loss) attributable to noncontrolling interests, Net of Tax Amount	(0.8)		(0.3)		0.3
Net current period other comprehensive (loss) income	$ (455.2)	[1]	$ 320.8	[1]	$ (177.3)

[1] All amounts are net of tax and noncontrolling interest.

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Stockholders' Equity - Additional Information (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	May 04, 2022	Jul. 31, 2015
Equity [Abstract]
Stock repurchase program, number of shares authorized to be repurchased				25,000,000.0	40,000,000.0
Authorized share repurchase as a percentage of common stock outstanding				10.00%	15.00%
Treasury stock, shares, acquired	12,600,000	2,500,000	0
Purchases of common stock	$ 597.5	$ 125.1
Stock repurchase program, remaining number of shares authorized to be repurchased	29,000,000.0

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Share-Based Compensation - Additional Information (Details) - USD ($)	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Jan. 29, 2021	Feb. 02, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated Share-based Compensation Expense	$ 93,300,000	$ 88,600,000	$ 130,300,000
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	23,300,000	22,300,000	33,200,000
Proceeds from Stock Options Exercised	$ 28,900,000	$ 57,500,000	$ 32,400,000
Granted	2,365,554
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Stock options granted during period	0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Outstanding	$ 0
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Exercises in Period, Intrinsic Value	$ 100,000	$ 200,000	$ 200,000
2020 Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant	3,100,000			4,950,000
Amended and Restated 2016 Incentive Stock Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant	900,000
Shares available for Issuance					11,700,000
Prior Plans Assumed in Mergers and Acquisitions [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for grant	12,400,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Share-based Compensation Arrangement by Share-based Payment Award, Contractual Term, Maximum	10 years
Aggregate intrinsic value of options exercised	$ 8,600,000	$ 29,100,000	$ 11,800,000
Employee Service Share-based Compensation, Unvested Awards, Compensation Cost Not yet Recognized	$ 0

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Share-Based Compensation - Summary of Changes in Stock Options (Details) - Stock Options [Member] $ / shares in Units, $ in Millions	12 Months Ended
	Sep. 30, 2022 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding | shares	1,845,672
Exercised | shares	(567,648)
Expired | shares	(195,099)
Outstanding | shares	1,082,925
Exercisable at September 30, 2022 | shares	1,082,925
Weighted Average Exercise Price, Outstanding | $ / shares	$ 38.79
Weighted Average Exercise Price, Exercised | $ / shares	31.44
Weighted Average Exercise Price, Expired | $ / shares	52.27
Weighted Average Exercise Price, outstanding, end of period | $ / shares	40.22
Weighted Average Exercise Price, exercisable at end of period | $ / shares	$ 40.22
Weighted Average Remaining Contractual Term (in years), Outstanding	1 year 9 months 18 days
Weighted Average Remaining Contractual Term (in years), Exercisable at September 30, 2022	1 year 9 months 18 days
Aggregate Intrinsic Value, Outstanding | $	$ 1.3
Aggregate Intrinsic Value, Exercisable at September 30, 2022 | $	$ 1.3

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Share-Based Compensation - Restricted Stock and Restricted Stock Units - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	12 Months Ended
		Oct. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted			2,365,554
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Restricted Stock, Non-Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted			37,771	42,482	49,236
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			1 year
Restricted Stock, Target Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			3 years
Percentage of Award Based on Level of Performance Attained, Maximum			200.00%
Percentage of Award Based on Level of Performance Attained, Minimum			0.00%
Restricted Stock For Annual Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[1]			126,984	2,486,249
Percentage of awards vested		105.00%
Percentage of Awarded Based on Performance Level Achieved				105.00%
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted			2,365,554	2,104,393	4,446,175
Employee Service Share-based Compensation, Unvested Awards, Compensation Cost Not yet Recognized			$ 102.5
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition			1 year 6 months
Restricted Stock, Total Shareholder Return Grant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)			3 years	3 years	3 years
Expected volatility			46.70%	46.20%	27.50%
Risk-free rate			1.50%	0.20%	1.30%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 60.83	$ 53.69	$ 45.14
Restricted Stock, Subsequent Grant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)				2 years 10 months 24 days
Expected volatility				47.00%
Risk-free rate				0.30%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value				$ 70.80
Restricted Stock, Target Awards, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Awarded Based on Performance Level Achieved					98.80%
Restricted Stock, Target Awards, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Awarded Based on Performance Level Achieved				89.30%

[1] Reflects shares issued in fiscal 2021 for the fiscal 2020 restricted stock units granted for the annual bonus were at 105% of target.

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Share-Based Compensation - Summary of Changes in Restricted Stock (Details) - $ / shares		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units, Granted		2,365,554
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares/Units, Outstanding	[1]	4,977,459
Shares/Units, Granted		2,365,554	2,104,393	4,446,175
Shares/Units, Vested and released		(1,512,550)	(3,194,223)	(766,431)
Shares/Units, Forfeited		(929,834)
Shares/Units, Outstanding	[1]	4,900,629	4,977,459
Weighted Average Grant Date Fair Value, Outstanding	[1]	$ 42.02
Weighted Average Grant Date Fair Value, Granted		45.24
Weighted Average Grant Date Fair Value, Vested and released		41.07
Weighted Average Grant Date Fair Value, Forfeited		42.77
Weighted Average Grant Date Fair Value, Outstanding	[1]	$ 43.73	$ 42.02

[1] Target awards granted with a performance condition, net of subsequent forfeitures, may be increased up to 200% of the target or decreased to zero, subject to the level of performance attained. The awards are reflected in the table at the target award amount of 100%. Based on current facts and assumptions, we are forecasting the performance of the aggregate outstanding grants to be attained at levels that would result in the issuance of approximately 0.8 million additional shares. However, actual performance may vary.

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Share-Based Compensation - Summary of Changes in Restricted Stock (Parenthetical) (Details) shares in Millions	12 Months Ended
	Sep. 30, 2022 shares
Restricted Stock, Target Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Award Based on Level of Performance Attained, Maximum	200.00%
Percentage of Award Based on Level of Performance Attained, Minimum	0.00%
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Performance Based Awards Reflected	100.00%
Issuance of additional shares estimated upon performance of aggregate outstanding grants to be attained at levels	0.8

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Share-Based Compensation - Summary of Restricted Stock Shares Granted (Details) - shares		12 Months Ended
		Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted		2,365,554
Restricted Stock, Non-Employee Directors [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted		37,771	42,482	49,236
Restricted Stock, Attainment of Performance Condition in Excess of Target
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[1]	263,918
Restricted Stock Service Condition and Cash Flow per Share Performance Condition at Target [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[2]	464,485	798,490	869,065
Restricted Stock Service Condition And A Return On Invested Capital Performance Condition at Target [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[2]	394,655
Restricted Stock, Service Condition and Relative Total Shareholder Return Market Condition at Target [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[2]	45,470	127,050	152,595
Restricted Stock with Service Condition [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[3]	1,159,255	1,009,387	889,030
Restricted Stock For Annual Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted	[4]		126,984	2,486,249
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted		2,365,554	2,104,393	4,446,175

[1] Grants in the table above include shares subsequently issued for the level of performance attained in excess of target. Shares issued in fiscal 2022 for the fiscal 2019 Cash Flow Per Share were at 151.3% of target. Shares issued in fiscal 2021 for the fiscal 2018 Cash Flow Per Share were at 89.3% of target, therefore, the remainder of the grant was forfeited. Shares issued in fiscal 2020 for the fiscal 2017 Cash Flow Per Share were at 98.8% of target, therefore, the remainder of the grant was forfeited.

[2] These employee grants vest over approximately three years and have adjustable ranges from 0 - 200% of target subject to the level of performance attained in the respective award agreement. The employee grants with a relative Total Shareholder Return condition were valued using a Monte Carlo simulation, the terms of which are outlined below.

[3] These grants vest over approximately three to four years.

[4] Reflects shares issued in fiscal 2021 for the fiscal 2020 restricted stock units granted for the annual bonus were at 105% of target.

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Share-Based Compensation - Summary of Restricted Stock Shares Granted (Parenthetical) (Details)	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Restricted Stock, Target Awards, 2017 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Awarded Based on Performance Level Achieved			98.80%
Restricted Stock, Target Awards, 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Awarded Based on Performance Level Achieved		89.30%
Restricted Stock, Target Awards, 2019 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Awarded Based on Performance Level Achieved	151.30%
Restricted Stock, Target Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Percentage of Award Based on Level of Performance Attained, Maximum	200.00%
Percentage of Award Based on Level of Performance Attained, Minimum	0.00%
Restricted Stock with Service Condition [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Restricted Stock with Service Condition [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years
Restricted Stock For Annual Bonus [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage of Awarded Based on Performance Level Achieved		105.00%

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Share-Based Compensation - Summary of Restricted Stock Awards - Vested and Released, Granted and Changes (Details) - Restricted Stock [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vested and released	1,512,550	3,194,223	766,431
Aggregate fair value	$ 68.7	$ 125.1	$ 29.6

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Share-Based Compensation - Employee Stock Purchase Plan - Additional Information (Details) - USD ($) shares in Millions, $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020	Feb. 02, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 93.3	$ 88.6	$ 130.3
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date	15.00%
Stock Issued During Period, Shares, Employee Stock Purchase Plans	0.3	0.3	0.4
Share-based compensation expense	$ 1.8	$ 1.9	$ 2.1
Shares Available For Future Grant	1.0			2.5

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Earnings per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share [Abstract]
Net income (loss) attributable to common stockholders	$ 944.6	$ 838.3	$ (690.9)
Less: Distributed and undistributed income available to participating securities, Basic	(0.1)	(0.2)	(0.1)
Distributed and undistributed income (loss) available to common stockholders, Basic	944.5	838.1	(691.0)
Less: Distributed and undistributed income available to participating securities, Diluted	(0.1)	(0.2)	(0.1)
Distributed and undistributed (loss) income available to common stockholders, Diluted	$ 944.5	$ 838.1	$ (691.0)
Basic weighted average shares outstanding	259.5	265.2	259.2
Effect of dilutive stock options and non-participating securities	2.0	2.3
Diluted weighted average shares outstanding	261.5	267.5	259.2
Basic earnings (loss) per share attributable to common stockholders	$ 3.64	$ 3.16	$ (2.67)
Diluted earnings (loss) per share attributable to common stockholders	$ 3.61	$ 3.13	$ (2.67)

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Earnings per Share - Additional Information (Details) - shares shares in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.5	0.5	4.2

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Subsequent Events - Additional Information (Details) - RTS Packaging, LLC [Member] - Scenario Forecast [Member] $ in Millions	1 Months Ended
	Nov. 30, 2022 USD ($)
Chattanooga, TN [Member]
Subsequent Event [Line Items]
Sale of interior partitions converting operations and Chattanooga mill subject to working capital adjustment	$ 330
Transaction expected to close in first half subject to satisfaction of customary	2023
Eaton, IN, and Aurora, IL [Member]
Subsequent Event [Line Items]
Sale of uncoated recycled paperboard mills subject to working capital adjustment	$ 50
Transaction expected to close in early subject to satisfaction of customary	2023
Transaction expected to close in late subject to satisfaction of customary	2022