EX-99.2 3 a52707258ex99_2.htm EXHIBIT 99.2
Exhibit 99.2

   Westrock Q2 fy22 resultsMay 5, 2022 
 

 Forward Looking Statements:This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to the statements on the slides entitled “Swift Actions Taken, Significant Opportunities Remain”, “Pricing and Mix Management Outpacing Inflation Year-Over-Year”, “Panama City Closure”, “Adjusted Free Cash Flow”, “Q3 FY22 Guidance”, “Strong Track Record and Future Opportunity”, “Additional Guidance” and “Key Commodity Annual Consumption Volumes” that give guidance or estimates for future periods.Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and are typically identified by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. WestRock cautions readers that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. WestRock’s businesses are subject to a number of risks that would affect any such forward-looking statements, including, among others, developments related to the COVID-19 pandemic, including the severity, magnitude and duration of the pandemic, negative global economic conditions arising from the pandemic, impacts of governments’ responses to the pandemic on our operations and the operations of our customers, impacts of the pandemic on commercial activity, our customers and consumer preferences and demand, supply chain disruptions, and disruptions in the credit or financial markets; decreases in demand for their products; increases in energy, raw materials, shipping and capital equipment costs; reduced supply of raw materials; adverse legal, reputational and financial effects on us resulting from last year’s ransomware incident or additional cyber incidents; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; the occurrence of a natural disaster, such as hurricanes or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair; risks associated with completing our strategic capital projects on the anticipated timelines and realizing our anticipated EBITDA improvements; benefits that we expect to realize from actions that we are taking and plan to take in response to COVID-19; and adverse changes in general market and industry conditions. Such risks and other factors that may impact management’s assumptions are more particularly described in our filings with the Securities and Exchange Commission, including in Item 1A under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2021. The information contained herein speaks as of the date hereof and WestRock 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. Non-GAAP Financial Measures:We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes certain non-GAAP financial measures provide users 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 may from time to time be in possession of certain information regarding the Company that applicable law would not require us to disclose to the public in the ordinary course of business, but would require us to disclose if we were engaged in the purchase or sale of our securities. This presentation shall not be considered to be part of any solicitation of an offer to buy or sell the Company’s securities. This presentation also may not include all of the information regarding the Company that you may need to make an investment decision regarding the Company’s securities. Any investment decision should be made on the basis of the total mix of information regarding the Company that is publicly available as of the date of the investment decision.   Forward Looking Statements; Non-GAAP Financial Measures  2 
 

 Increased FY22 guidance  Established Global Supply Chain organization  Swift actions taken, significant opportunities remain    Redefined segment strategies  Designed the WestRock Operating System  Achieved initial target leverage of 2.4x, on track to our new long-term target of 1.75x - 2.25x  Announced first portfolio move with closure of Panama City Paper Mill  Completed portfolio review  Aligned mills into one organization  Added ROIC and Diversity targets to Executive Compensation  Mobilized a comprehensivetransformation agenda to drive step change in profitability and ROIC  Reported FY21 Results:$3.0 Billion EBITDA, +7% YoY,16% EBITDA Margin  Completed opportunistic share repurchases of approx. $700M  Obtained board authorization for additional share repurchases  3  © 2022 WESTROCK COMPANY. ALL RIGHTS RESERVED.  Increased dividend by 25% and established a commitment to a sustainable and growing dividend  Future Opportunities  Executing on Strategic Vision    March 2021 
 

 Sales and earnings growth in Q2 FY22Net sales of $5.4 billion, up 21% year-over-yearConsolidated Adjusted EBITDA(1) of $854 million, up 33% year-over-yearConsolidated Adjusted EBITDA margin(1) of 15.9%, up 150 basis points year-over-yearAdjusted EPS(1) of $1.17 per share, up 117% year-over-yearGenerated $213 million of Adjusted Free Cash Flow(1)Packaging sales(2) increased 15% and Paper sales increased 36% year-over-year driven by successful implementation of price increases and solid demandCost inflation and supply chain disruptions negatively impacted earningsNet leverage ratio(1) of 2.34x and repurchased $210 million of stock; announced additional 25 million share repurchase authorization  4  Q2 FY22 key highlights  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the AppendixCorrugated Packaging segment sales (excluding white top trade sales) and Consumer Packaging segment salesAdjusted EBITDA margin (excluding white top trade sales)Consolidated Adjusted EBITDA margins.  Strong earnings growth in dynamic environment  Consolidated Adjusted EBITDA(1)  ($ in millions)     Q2 fy22 margin  Vs. q1 fy22  Vs. q2 fy21  Corrugated Packaging(3)  14.7%  +120bps  -180bps  Consumer Packaging  16.5%  +160bps  +130bps  Global Paper  20.1%  +290bps  +600bps  Distribution  7.7%  +570bps  +380bps  WestRock(4)  15.9%  +220bps  +150bps  Consolidated Adjusted EBITDA Margins(1) 
 

 5  Pricing and mix management outpacing inflation Year-over-Year  Q2 FY22 price/mix realization of more than $700 million year/year; more than $200 million in excess of inflationPublished price increases since Q4 FY20(1):+$220/ton North America Containerboard+$300/ton CNK +$400/ton SBS folding carton grades+$400/ton SBS plate and cup stock grades+$370/ton CRBGuidance reflects flow-through of published price increases in kraft paper; higher export containerboard pricesKey inflation drivers include fiber, labor, freight, energy, and chemicals   Year-over-year price/mix and inflation  highlights  Pricing flow-through expected to outpace inflation for FY22  As of April 15, 2022 
 

 Panama city closure  6  © 2022 WESTROCK COMPANY . CONFIDENTIAL AND PROPRIETARY. ALL RIGHTS RESERVED.  April 7th – Announced closure of Panama City mill which will close by June 6thRationaleSignificant capital investment required to maintain and improve going forward, which would not have met ROIC thresholdDeploy the needed capital toward higher-return investmentsFluff pulp and heavyweight containerboard not strategic priorities Employees receive severance and outplacement assistance645,000 tons of total capacity – 353,000 tons of heavyweight linerboard capacity and 292,000 tons of pulp capacitySelect grades of containerboard to be produced at other WestRock facilitiesFinancial Impact:$450 million of one-time costs (3/4 non-cash)Approx. $65 million impact to annual EBITDA  Disciplined focus on roic and portfolio optimization 
 

   7  Net sales up 21%Pricing realization exceeded cost inflation; margins increased 150bps Higher inflation led by fiber, labor, freight, energy, and chemicalsRepurchased $210 million in stock in Q2 FY22Total share repurchases of approx. $700 million over last 12 months New board authorization for additional 25 million shares    Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q2 Fy22 WestRock Results  Q2 Year-over-year Highlights  Consolidated Adjusted EBITDA ($ in Millions)(1)    SECOND QUARTER    SECOND QUARTER    FIRST QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22    FY21    FY22  Net Sales  $5,382    $4,438    $4,952  Consolidated Adjusted EBITDA(1)  $854    $641    $680  % Margin(1)  15.9%    14.4%    13.7%  Capital Expenditures  $181    $132    $173  Adjusted Free Cash Flow(1)  $213    $6    $84  Adjusted Earnings Per Diluted Share(1)  $1.17    $0.54    $0.65  +$213 
 

   8  Segment sales(1) up 14% driven by continued flow-through of previously published price increasesVolumes negatively impacted by supply chain and labor challengesHigher inflation led by fiber, labor, freight, energy, and chemicalsMargins improving, with March 2022 Adjusted EBITDA margin of approximately 17%Shipments and productivity improved throughout the quarter and demand remains strong    Excludes white top trade salesNon-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q2 Fy22 corrugated packaging Results  Q2 Year-over-year Highlights  Adjusted EBITDA ($ in Millions)(2)    SECOND QUARTER    SECOND QUARTER    FIRST QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22    FY21    FY22  Segment Sales(1)  $2,232    $1,951    $2,144  Adjusted EBITDA(2)  $329    $321    $289  % Margin(1) (2)  14.7%    16.5%    13.5%  +$8 
 

 Q2 Year-over-year Highlights    9  Segment sales up 16% in the quarter driven by strong price mix and approximately 6% higher volumesMargins up 130bps as flow-through from previously published pricing outpaces inflationHigher inflation led by freight, energy and labor costsOverall market demand strong with 6-8 weeks of backlog across all major grades:Beverage markets remain strong with double digit shipment improvementRetail food shipments up mid-single digits    Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q2 Fy22 consumer packaging Results  Adjusted EBITDA ($ in Millions)(1)    SECOND QUARTER    SECOND QUARTER    FIRST QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22    FY21    FY22  Segment Sales  $1,251    $1,081    $1,139  Adjusted EBITDA(1)  $206    $164    $169  % Margin(1)  16.5%    15.2%    14.8%  $42 
 

 Q2 Year-over-year Highlights    10  Segment sales up 36% in the quarterStrong margins would have been reported in prior Corrugated and Consumer segmentsPricing realization remains strong and exceeded cost inflationStrong performance in key strategic markets including kraft paper and other specialty gradesFlexibility to navigate supply/demand dynamicsDemand continues to remain solidLogistics and labor challenges persist Minimal impact from Russia / Ukraine conflict on demand; cost inputs materially impacted    Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q2 Fy22 global paper Results  Adjusted EBITDA ($ in Millions)(1)    SECOND QUARTER    SECOND QUARTER    FIRST QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22    FY21    FY22  Segment Sales  $1,538    $1,131    $1,353  Adjusted EBITDA(1)  $309    $160    $232  % Margin(1)  20.1%    14.1%    17.1%  +$149 
 

 Q2 Year-over-year Highlights    11  Segment sales up 29% in the quarterEBITDA margins nearly double year-ago levels Strong shipments and mix driven by fulfillment of a large healthcare orderProfitability impacted by our suppliers’ continued logistic headwinds     Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q2 Fy22 distribution Results  Adjusted EBITDA ($ in Millions)(1)    SECOND QUARTER    SECOND QUARTER    FIRST QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22    FY21    FY22  Segment Sales  $362    $280    $325  Adjusted EBITDA(1)  $28    $11    $7  % Margin(1)  7.7%    3.9%    2.2%  +$17 
 

 12  Adjusted Free Cash Flow      Q2 Adjusted Free Cash Flow of $213 million(1)FY22 Adjusted Free Cash Flow expected to be >$1.3 billion(1)Expected 7th straight year of Adjusted Free Cash Flow above $1 billion(1)New leverage target of 1.75x to 2.25x  Strong Free Cash Flow  Adjusted Free Cash Flow(1)($ in Billions)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix. 
 

 13  Q3 fy22 guidance  Q3 FY22Consolidated adjusted EBITDA(1)      Q3 FY22Adjusted EPS(1)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix.  $930 - $990 MILLION      $1.36 - $1.54Per Share  Q3 FY22 Sequential Guidance Details  Flow-through of previously published price increases across containerboard, kraft paper, SBS, CNK, CRB and URB; price realization greater than inflationHigher costs sequentially driven by higher energy, freight and labor costsApproximately 54K tons of maintenance downtimeReduce leverage 
 

 14  Strong track record and future opportunity  ($ in Billions except EPS)  FY16  FY21  CAGR    FY22E  Net Sales(1)  $14.2  $18.7  6%    $21.0 to $22.0  Consolidated Adjusted EBITDA(2)  $2.3  $3.0  6%    $3.5 to $3.7  Consolidated Adjusted EBITDA Margin(1)(2)  16%  16%      16.5% to 17.0%   Adjusted EPS(2)  $2.52  $3.39  6%    $4.75 to $5.35  Adjusted Free Cash Flow(2)  $1.0  $1.5  8%    >$1.3  Net Leverage Ratio(2)  2.2x  2.38x      1.75x – 2.25x  Positioned for continued sales, earnings and free cash flow growth  Broad and economically resilient portfolio of diverse solutions and end marketsAttractive marginsConsistent cash flowStrong balance sheetSignificant scale to drive future earnings and cash flow  As reported: Including recycling sales in FY16.Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix  Resilient business model 
 

 15 
 

 Appendix  16 
 

   Adjusted EBITDA ($ in millions)    Q2 year over year BRIDGES  17        Corrugated packaging  Consumer packaging  distribution  Global paper 
 

 18  Additional guidance  FY22 Guidance  Q3 FY22  Full Year  Depreciation & Amortization(1)  Approx. $371 million  Approx. $1.48 billion  Net Interest Expense and Interest Income  Approx. $83 million  Approx. $332 million  Effective Adjusted Book Tax Rate(2)  24% - 26%  Approx. 25%  Adjusted Cash Tax Rate(2)    Approx. 23%  Mill Downtime Schedule (tons in thousands)    Q1  Q2  Q3  Q4  Full Year  FY22 Maintenance  192  124  54  15  385  FY21 Maintenance  105  65  119  12  301  FY20 Maintenance  146  105  21  102  374  maintenance  FY22 GUIDANCE  Excludes $13 million of accelerated depreciation associated with the Panama City mill closure that will be added back for Adjusted EPSNon-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix 
 

 19  Key Commodity Annual Consumption Volumes  Commodity Category  Volume  Recycled Fiber (tons millions)  5.6  Wood (tons millions)  35  Natural Gas (MMBTU)   92  Electricity (kwh billions)  6.1  Polyethylene (lbs millions)  36  Caustic Soda (tons thousands)  254  Starch (lbs millions)  593  Approx. FY22 Annual Consumption Volumes  Sensitivity Analysis  Category  Increase in Spot Price  Approx. Annual EPS Impact  Recycled Fiber (tons millions)  +$10.00 / ton  ($0.16)  Natural Gas (MMBTU)   +$0.25 / MMBTU  ($0.07)  FX Translation Impact  +10% USD Appreciation  ($0.07)  Key Commodity Annual Consumption Volumes 
 

 20  Shipment Data  Quantities may not sum due to trailing decimals  (1) 
 

 ADJUSTED EARNINGS PER DILUTED SHAREWe use the non-GAAP financial measure “adjusted earnings per diluted share,” also referred to as “adjusted earnings per share” or “Adjusted EPS”, because we believe this measure provides our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance since it excludes restructuring and other costs and other specific items that we believe are not indicative of our ongoing operating results. Our management and board of directors use this information to evaluate our performance relative to other periods. We believe the most directly comparable GAAP measure is Earnings per diluted share.ADJUSTED OPERATING CASH FLOW AND ADJUSTED FREE CASH FLOWWe use the non-GAAP financial measures “adjusted operating cash flow” and “adjusted free cash flow” because we believe these measures provide our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance relative to other periods because they exclude certain cash restructuring and other costs, net of tax that we believe are not indicative of our ongoing operating results. We believe adjusted free cash flow provides greater comparability across periods by excluding capital expenditures. We believe the most directly comparable GAAP measure is net cash provided by operating activities. Consolidated Adjusted EBITDA AND Consolidated Adjusted EBITDA MARGINSWe use the non-GAAP financial measures “Consolidated Adjusted EBITDA” and “Consolidated Adjusted EBITDA margins”, along with other factors, to evaluate our performance against our peers. We believe that board of directors, investors, potential investors, securities analysts and others use these measures to evaluate our performance relative to our peers. Management believes that the most directly comparable GAAP measure to “Consolidated Adjusted EBITDA” (formerly referred to as Adjusted Segment EBITDA) is “Net income attributable to common stockholders”. It can also be derived by adding together each segment’s “Adjusted EBITDA” plus “Non-allocated expenses”. “Consolidated Adjusted EBITDA Margins” is calculated as “Consolidated Adjusted EBITDA” divided by Net Sales.LEVERAGE RATIO, NET LEVERAGE RATIO, TOTAL FUNDED DEBT AND ADJUSTED TOTAL FUNDED DEBTWe use the non-GAAP financial measures “leverage ratio” and “net leverage ratio” as measurements of our operating performance and to compare to our publicly disclosed target leverage ratio. We believe our board of directors, investors, potential investors, securities analysts and others use each measure to evaluate our available borrowing capacity – in the case of “net leverage ratio”, adjusted for cash and cash equivalents. We define leverage ratio as our Total Funded Debt divided by our Credit Agreement EBITDA, each of which term is defined in our credit agreement, dated July 1, 2015. Borrowing capacity under our credit agreement depends on, in addition to other measures, the Credit Agreement Debt/EBITDA ratio or the leverage ratio. As of March 31, 2022, our leverage ratio was 2.45 times. While the leverage ratio under our credit agreement determines the credit spread on our debt, we are not subject to a leverage ratio cap. Our credit agreement is subject to a Debt to Capitalization and Consolidated Interest Coverage Ratio, as defined therein. We define “Adjusted Total Funded Debt” as our Total Funded Debt less cash and cash equivalents. Net Leverage Ratio is the product of Adjusted Total Funded Debt divided by our Credit Agreement EBITDA. As of March 31, 2022, our net leverage ratio was 2.34 times. ADJUSTED NET DEBTWe believe “adjusted net debt” provides WestRock’s board of directors, investors, potential investors, securities analysts and others with useful information to evaluate WestRock’s repayment of debt relative to other periods because it includes or excludes certain items management believes are not comparable from period to period. We believe adjusted net debt provides greater comparability across periods by adjusting for cash and cash equivalents, as well as fair value of debt step-up included in Total Debt that is not subject to debt repayment. WestRock believes that the most directly comparable GAAP measure is “Total Debt” which is derived from the current portion of debt and long-term debt due after one year. Forward-looking GuidanceWe are not providing a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because we are unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items include, but are not limited to, merger and acquisition-related expenses, restructuring expenses, asset impairments, litigation settlements, changes to contingent consideration and certain other gains or losses. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP reported results for the guidance period. In addition, we have not quantified future amounts to develop our leverage ratio target but have stated our commitment to an investment grade credit profile in order to generally maintain the target. This target does not reflect Company guidance.  Non-GAAP Financial Measures  21 
 

 22  The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income.  Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation 
 

 23  The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income.  Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation 
 

 24  The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income.  Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation 
 

 25  The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income.  Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation 
 

 26  The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income from continuing operations before income taxes", "Income tax expense“, “Income from continuing operations“ and “Diluted earnings per share from continuing operations”, respectively, as reported on the statements of operations.Impacted by non-deductible goodwill  Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation 
 

 27  Reconciliation of Net Income to Consolidated Adjusted EBITDA  Schedule adds back expense or subtracts income for certain financial statement and segment footnote items to compute Consolidated Adjusted EBITDA. 
 

 28  Reconciliation of Net Income to Consolidated Adjusted EBITDA  Schedule adds back expense or subtracts income for certain financial statement and segment footnote items to compute Consolidated Adjusted EBITDA. 
 

 29  RECONCILIATION OF Corrugated Packaging ADJUSTED EBITDA MARGIN 
 

 30  RECONCILIATION OF PACKAGING SALES 
 

 31  Adjusted operating cash flow and adjusted free cash flow reconciliation 
 

 32  TTM Credit Agreement EBITDA  Total Debt, Funded Debt and Leverage Ratio  Additional Permitted Charges primarily include restructuring and other costs, and certain non-cash and other items as allowed under the credit agreement  TTM Credit Agreement EBITDA 
 

 33  Adjusted Net Debt 
 

 34