8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 4, 2022

WestRock Company

(Exact name of registrant as specified in charter)

Delaware	001-38736		37-1880617
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1000 Abernathy Road, Atlanta, Georgia		30328
(Address of principal executive offices)		(Zip Code)

(770) 448-2193

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).  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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 4, 2022, WestRock Company (the “Company”) issued a press release announcing the Company’s financial results for the third quarter of fiscal 2022. A copy of the press release is attached as Exhibit 99.1.

The information provided pursuant to this Item 2.02, including Exhibit 99.1 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in any such filings.

Item 7.01. Regulation FD Disclosure.

On August 4, 2022, the Company will host a conference call during which it will discuss the Company’s financial results for the third quarter of fiscal 2022 and other topics that may be raised during the discussion. The presentation to be used in connection with the conference call is attached as Exhibit 99.2.

The information provided pursuant to this Item 7.01, including Exhibit 99.2 in Item 9.01, is “furnished” and shall not be deemed to be “filed” with the SEC or incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
	99.1	Press release dated August 4, 2022
	99.2	Q3 FY22 Results
	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		WESTROCK COMPANY
		(Registrant)
Date: August 4, 2022	By:	/s/ Denise R. Singleton
		Denise R. Singleton
		Executive Vice President, General Counsel and Secretary

3

EX-99.1

Exhibit 99.1

WestRock Reports Fiscal 2022 Third Quarter Results

• Record quarterly net sales of $5.5 billion increased 14.6% year-over-year
• Net income of $378 million increased $128 million year-over-year, or 51.1%. Adjusted Net Income of $396 million increased $128 million year-over-year, growing 47.6%
• Record Consolidated Adjusted EBITDA of $1.006 billion increased 24.0% year-over-year
• Earned $1.47 per diluted share (“EPS”) and Adjusted EPS of $1.54, compared year-over-year to $0.93 and $1.00, respectively, increasing 58.1% and 54.0%, respectively
• Net leverage ratio within targeted range

ATLANTA--(BUSINESS WIRE)--August 4, 2022--WestRock Company (NYSE:WRK), a leading provider of sustainable paper and packaging solutions, today announced results for its fiscal third quarter ended June 30, 2022.

“I’m pleased to report that WestRock generated more than $1 billion in Consolidated Adjusted EBITDA in the quarter, a record for our Company, and continued to deliver on our transformation initiatives,” said David B. Sewell, chief executive officer. “I want to thank the WestRock team for their focus and efforts to serve our customers and deliver these results.

“We also announced our intent to acquire the remaining interest in Grupo Gondi, our joint venture in Mexico, which will position us to grow in the attractive Latin America market,” continued Sewell. “While the economic outlook remains uncertain, WestRock’s broad portfolio and geographic reach uniquely position us to manage through economic cycles and maximize shareholder value.”

Consolidated Financial Results

WestRock’s performance for the three months ended June 30, 2022 and 2021 (in millions):

	Three Months Ended
	June 30, 2022		June 30, 2021		$ Var.		% Var.
Net sales	$	5,519.7	$	4,816.3	$	703.4	14.6	%
Net income	$	377.9	$	250.1	$	127.8	51.1	%
Consolidated Adjusted EBITDA	$	1,005.5	$	811.0	$	194.5	24.0	%

Net sales increased $703 million, or 14.6%, year-over-year. Global Paper segment sales increased $311 million, or 23.9%, Corrugated Packaging segment sales increased $228 million, or 10.6%, Consumer Packaging segment sales increased $138 million, or 12.2%, and Distribution segment sales increased $35 million, or 11.0% and intersegment sales increased $9 million.

Net income increased $128 million year-over-year to $378 million. The impact of higher selling price/mix was partially offset by increased cost inflation, higher operating costs and lower volumes. Net income in the quarter was also impacted by a $26 million pre-tax non-cash mineral rights impairment that was largely offset by $19 million of insurance recoveries related to the fiscal 2021 ransomware incident and winter weather event. The insurance recoveries were primarily for business interruption costs and were recorded as a reduction of Cost of goods sold.

Consolidated Adjusted EBITDA increased $195 million, or 24.0%, year-over-year due to strength across the segments, primarily in the Global Paper and Consumer Packaging segments.

Additional information about the changes in segment sales and Adjusted EBITDA by segment are included below.

Cash Flow Activities

Net cash provided by operating activities was $837 million in the third quarter of fiscal 2022 compared to $751 million in the prior year quarter primarily due to increased net income.

Total debt was $8.0 billion at June 30, 2022, $7.8 billion excluding $180 million of unamortized fair market value step-up of debt acquired in mergers and acquisitions, and $7.5 billion after further excluding cash and cash equivalents of $305 million. The Company had approximately $3.5 billion of available liquidity under long-term committed credit facilities and cash and cash equivalents at June 30, 2022.

During the third quarter of fiscal 2022, WestRock invested $215 million in capital expenditures and returned $354 million in capital to stockholders, specifically $290 million in stock repurchases and $64 million in dividend payments.

Segment Reporting Structure

In the first quarter of fiscal 2022, the Company reorganized its reportable segments due to changes in its organizational structure and how the Company makes key operating decisions, allocates resources and assesses the performance of its business. The Company believes the change provides 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 to highlight the performance of its portfolio.

Our reportable segments are:

• Corrugated Packaging, which consists of our integrated corrugated converting operations;
• Consumer Packaging, which consists of our integrated consumer converting operations;
• Global Paper, which consists of all third-party paper sales; and
• Distribution, which consists of our distribution and display assembly operations.

As a result of the reorganization, the Company reports the benefit of vertical integration with its mills in each reportable segment that ultimately sells the associated paper and packaging products to our external customers. Prior to the reorganization, the Company had two reportable segments, Corrugated Packaging and Consumer Packaging.

The Company’s measure of segment profitability for each reportable segment is Adjusted EBITDA in accordance with Accounting Standards Codification 280, “Segment Reporting” because it is the measure used by our Company to make decisions about allocating resources and assessing segment performance. Certain items are not allocated to our reportable segments and, thus, the information that the Company uses to make operating decisions and assess performance does not reflect such amounts. Items not allocated are reported as Non-allocated expenses or in other line items outside of Adjusted EBITDA. Adjusted EBITDA is defined on page 10 under “Non-GAAP Financial Measures and Reconciliations”. Prior period amounts for our reportable segments have been recast to conform to the new segment structure. These changes did not impact the consolidated financial statements.

Segment Results

Corrugated Packaging Segment

	Three Months Ended
	June 30, 2022		June 30, 2021		Var.		% Var.
Segment sales	$	2,382.5	$	2,154.7	$	227.8	10.6	%
Adjusted EBITDA	$	385.2	$	363.9	$	21.3	5.9	%
Adjusted EBITDA Margin		16.2%		16.9%		-70 bps

Corrugated Packaging segment sales increased $228 million, or 10.6%, primarily due to higher selling price/mix that was partially offset by lower volumes.

Corrugated Packaging Adjusted EBITDA increased $21 million, or 5.9%, primarily due to the margin impact from higher selling price/mix, which was largely offset by increased cost inflation, lower volumes and higher operating costs. Corrugated Packaging Adjusted EBITDA margin was 16.2% and Adjusted EBITDA margin excluding trade sales was 16.8%.

Consumer Packaging Segment

	Three Months Ended
	June 30, 2022		June 30, 2021		Var.		% Var.
Segment sales	$	1,270.2	$	1,132.2	$	138.0	12.2	%
Adjusted EBITDA	$	234.9	$	183.3	$	51.6	28.2	%
Adjusted EBITDA Margin		18.5%		16.2%		230 bps

Consumer Packaging segment sales increased $138 million, or 12.2%, primarily due to higher selling price/mix and higher volumes that were partially offset by the unfavorable impact of foreign currency.

Consumer Packaging Adjusted EBITDA increased $52 million, or 28.2%, primarily due to the margin impact from higher selling price/mix and higher volumes that were partially offset by increased cost inflation and the unfavorable impact of foreign currency. The Consumer Packaging segment delivered an Adjusted EBITDA margin of 18.5%, an increase of 230 basis points year-over-year.

Global Paper Segment

	Three Months Ended
	June 30, 2022		June 30, 2021		Var.		% Var.
Segment sales	$	1,610.3	$	1,299.2	$	311.1	23.9	%
Adjusted EBITDA	$	399.0	$	265.2	$	133.8	50.5	%
Adjusted EBITDA Margin		24.8%		20.4%		440 bps

Global Paper segment sales increased $311 million, or 23.9%, primarily due to higher selling price/mix and higher volumes.

Global Paper Adjusted EBITDA increased $134 million, or 50.5%, primarily due to the margin impact from higher selling price/mix, higher volumes, the favorable impact of foreign currency and a decrease in planned downtime including maintenance outages, which were partially offset by increased cost inflation and higher operating costs. The Global Paper segment delivered an Adjusted EBITDA margin of 24.8%, an increase of 440 basis points year-over-year.

Distribution Segment

	Three Months Ended
	June 30, 2022		June 30, 2021		Var.		% Var.
Segment sales	$	357.7	$	322.3	$	35.4	11.0	%
Adjusted EBITDA	$	19.2	$	18.0	$	1.2	6.7	%
Adjusted EBITDA Margin		5.4%		5.6%		-20 bps

Distribution segment sales increased $35 million, or 11.0%, primarily due to higher selling price/mix that was partially offset by lower volumes.

Distribution Adjusted EBITDA increased $1 million, or 6.7%, primarily due to the margin impact of higher selling price/mix and an increase in productivity which were partially offset by the increased cost inflation and lower volumes.

Announced Acquisition of Grupo Gondi

On July 27, 2022, the Company announced its entry into an agreement to acquire the remaining 67.7% interest in Gondi, S.A. de C.V. (“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 the Company with further geographic and end market diversification as well as position WestRock 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 the Company will consolidate Grupo Gondi into our financial statements.

Conference Call

WestRock will host a conference call to discuss its results of operations for the fiscal third quarter ended June 30, 2022, the announced acquisition of Grupo Gondi and other topics that may be raised during the discussion at 8:30 a.m., Eastern Time, on Thursday, August 4, 2022. The conference call, which will be webcast live, an accompanying slide presentation, and this release can be accessed at ir.westrock.com.

Investors who wish to participate in the webcast via teleconference should dial 877-317-6789 (inside the U.S.) or +1 412-317-6789 (outside the U.S.) at least 15 minutes prior to the start of the call and ask to be joined into the WestRock Company call. Replays of the call can be accessed at ir.westrock.com.

About WestRock

WestRock (NYSE:WRK) partners with our customers to provide sustainable paper and packaging solutions that help them win in the marketplace. WestRock’s team members support customers around the world from locations spanning North America, South America, Europe, Asia and Australia. Learn more at www.westrock.com.

Cautionary Statements

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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. 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, such as 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 operations, and impacts of the pandemic on commercial activity, customer and consumer preferences and demand; supply chain disruptions; disruptions in the credit or financial markets; results and impacts of acquisitions, including timing and operational and financial effects from our recently announced acquisition of Grupo Gondi; economic, competitive and market conditions generally, including the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials; our ability to successfully identify and make performance and productivity improvements and risks associated with completing strategic projects on the anticipated timelines and realizing anticipated financial improvements; 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 our capital projects; utilization of real property that is subject to the restructurings due to realizable values from the sale of such property; adverse legal, reputational and financial effects resulting from cyber incidents and the effectiveness of business continuity plans during a ransomware or other cyber incident; 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 severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair; our desire or ability to continue 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. Such risks and other factors that may impact forward-looking statements are more particularly described in our filings with the Securities and Exchange Commission, including in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The information contained herein speaks as of the date hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

WestRock Company
Condensed Consolidated Statements of Income
In millions, except per share amounts (unaudited)
	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Net sales	$	5,519.7		$	4,816.3		$	15,854.0		$	13,655.6
Cost of goods sold		4,360.3			3,886.4			12,894.3			11,223.2
Gross profit		1,159.4			929.9			2,959.7			2,432.4
Selling, general and administrative, excluding intangible amortization		504.3			450.9			1,450.3			1,327.1
Selling, general and administrative intangible amortization		87.5			88.8			263.6			269.3
(Gain) loss on disposal of assets		(0.2	)		1.0			(11.6	)		3.8
Multiemployer pension withdrawal income		-			-			(3.3	)		-
Mineral rights impairment		26.0			-			26.0			-
Restructuring and other costs		0.6			6.9			366.3			19.8
Operating profit		541.2			382.3			868.4			812.4
Interest expense, net		(78.5	)		(102.5	)		(237.7	)		(279.8	)
Loss on extinguishment of debt		-			-			(8.2	)		(1.1	)
Pension and other postretirement non-service income		38.7			31.5			118.3			101.4
Other (expense) income, net		(7.2	)		6.4			(0.7	)		13.8
Equity in income of unconsolidated entities		18.3			10.7			57.3			29.4
Income before income taxes		512.5			328.4			797.4			676.1
Income tax expense		(132.7	)		(77.4	)		(193.1	)		(158.2	)
Consolidated net income		379.8			251.0			604.3			517.9
Less: Net income attributable to noncontrolling interests		(1.9	)		(0.9	)		(4.2	)		(3.3	)
Net income attributable to common stockholders	$	377.9		$	250.1		$	600.1		$	514.6
Computation of diluted earnings per share under the two-class method (in millions, except per share data):
Net income attributable to common stockholders	$	377.9		$	250.1		$	600.1		$	514.6
Less: Distributed and undistributed income available to participating securities		-			-			(0.1	)		(0.1	)
Distributed and undistributed income available to common stockholders	$	377.9		$	250.1		$	600.0		$	514.5
Diluted weighted average shares outstanding		257.4			269.0			263.2			267.0
Diluted earnings per share	$	1.47		$	0.93		$	2.28		$	1.93

WestRock Company
Segment Information
In millions (unaudited)
	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Net sales:
Corrugated Packaging	$	2,382.5		$	2,154.7		$	6,921.5		$	6,196.6
Consumer Packaging		1,270.2			1,132.2			3,659.5			3,275.3
Global Paper		1,610.3			1,299.2			4,501.0			3,520.7
Distribution		357.7			322.3			1,044.8			906.4
Intersegment Eliminations		(101.0	)		(92.1	)		(272.8	)		(243.4	)
Total	$	5,519.7		$	4,816.3		$	15,854.0		$	13,655.6
Adjusted EBITDA:
Corrugated Packaging	$	385.2		$	363.9		$	1,002.8		$	1,032.6
Consumer Packaging		234.9			183.3			610.0			522.7
Global Paper		399.0			265.2			940.0			576.5
Distribution		19.2			18.0			53.7			45.4
Total		1,038.3			830.4			2,606.5			2,177.2
Depreciation, depletion and amortization		(377.3	)		(369.0	)		(1,117.4	)		(1,094.9	)
Gain on sale of certain closed facilities		-			-			14.4			0.9
Multiemployer pension withdrawal income		-			-			3.3			-
Mineral rights impairment		(26.0	)		-			(26.0	)		-
Restructuring and other costs		(0.6	)		(6.9	)		(366.3	)		(19.8	)
Non-allocated expenses		(32.8	)		(19.4	)		(66.8	)		(55.9	)
Interest expense, net		(78.5	)		(102.5	)		(237.7	)		(279.8	)
Loss on extinguishment of debt		-			-			(8.2	)		(1.1	)
Other (expense) income, net		(7.2	)		6.4			(0.7	)		13.8
Other adjustments		(3.4	)		(10.6	)		(3.7	)		(64.3	)
Income before income taxes	$	512.5		$	328.4		$	797.4		$	676.1
Depreciation, depletion and amortization:
Corrugated Packaging	$	169.7		$	169.5		$	503.6		$	512.8
Consumer Packaging		88.2			90.1			264.6			264.2
Global Paper		113.0			102.7			329.0			298.0
Distribution		5.8			5.7			17.4			17.2
Corporate		0.6			1.0			2.8			2.7
Total	$	377.3		$	369.0		$	1,117.4		$	1,094.9
Other adjustments:
Corrugated Packaging	$	0.8		$	1.9		$	(5.6	)	$	13.4
Consumer Packaging		-			1.5			7.7			11.2
Global Paper		2.6			0.9			1.6			3.3
Distribution		-			-			-			0.6
Corporate		-			6.3			-			35.8
Total	$	3.4		$	10.6		$	3.7		$	64.3

WestRock Company
Condensed Consolidated Statements of Cash Flows
In millions (unaudited)
	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Cash flows from operating activities:
Consolidated net income	$	379.8		$	251.0		$	604.3		$	517.9
Adjustments to reconcile consolidated net income to net cash provided
by operating activities:
Depreciation, depletion and amortization		377.3			369.0			1,117.4			1,094.9
Deferred income tax benefit		(14.4	)		1.0			(114.4	)		(53.6	)
Share-based compensation expense		34.6			23.3			74.3			74.4
401(k) match and company contribution in common stock		-			23.3			2.5			112.8
Pension and other postretirement funding more than expense (income)		(34.5	)		(26.5	)		(101.8	)		(82.6	)
Cash surrender value increase in excess of premiums paid		12.5			(15.0	)		(2.5	)		(48.8	)
Gain on sale of sawmill		-			-			-			(16.5	)
Gain on sale of investment		-			(1.3	)		-			(16.0	)
Mineral rights impairment		26.0			-			26.0			-
Other impairment adjustments		(7.8	)		0.1			314.3			22.6
(Gain) loss on disposal of plant and equipment and other, net		(0.8	)		1.0			(12.3	)		3.8
Other, net		(31.7	)		(5.8	)		(66.4	)		(25.1	)
Changes in operating assets and liabilities, net of acquisitions / divestitures:
Accounts receivable		(30.9	)		(76.4	)		(260.0	)		(333.4	)
Inventories		(130.5	)		(50.9	)		(263.9	)		(130.8	)
Other assets		(22.3	)		(23.1	)		(178.4	)		(149.7	)
Accounts payable		55.7			85.7			120.0			197.2
Income taxes		26.4			17.3			129.4			70.0
Accrued liabilities and other		198.0			178.1			91.6			365.3
Net cash provided by operating activities		837.4			750.8			1,480.1			1,602.4
Investing activities:
Capital expenditures		(215.4	)		(202.4	)		(569.5	)		(505.4	)
Cash paid for purchase of businesses, net of cash acquired		-			-			(7.0	)		-
Proceeds from corporate owned life insurance		2.1			9.9			29.8			26.6
Proceeds from sale of sawmill		-			-			-			58.5
Proceeds from sale of investments		-			1.2			-			29.5
Proceeds from sale of property, plant and equipment		2.6			1.2			25.6			4.3
Proceeds from property, plant and equipment insurance settlement		-			-			1.7			1.7
Other, net		3.1			(0.2	)		5.2			(0.7	)
Net cash used for investing activities		(207.6	)		(190.3	)		(514.2	)		(385.5	)
Financing activities:
Additions to revolving credit facilities		-			40.0			-			435.0
Repayments of revolving credit facilities		(60.0	)		(80.0	)		(100.0	)		(355.0	)
Additions to debt		121.2			2.9			496.3			258.1
Repayments of debt		(365.3	)		(274.5	)		(781.5	)		(1,131.5	)
Changes in commercial paper, net		(41.8	)		-			182.8			-
Other debt additions, net		2.3			9.3			7.1			16.3
Issuances of common stock, net of related tax withholdings		10.9			14.5			1.7			14.7
Purchases of common stock		(289.8	)		-			(600.0	)		-
Cash dividends paid to stockholders		(63.8	)		(64.0	)		(195.9	)		(169.8	)
Other, net		8.3			(4.9	)		23.7			(9.1	)
Net cash used for financing activities		(678.0	)		(356.7	)		(965.8	)		(941.3	)
Effect of exchange rate changes on cash and cash equivalents		(6.6	)		12.0			14.4			23.1
(Decrease) increase in cash and cash equivalents and restricted cash		(54.8	)		215.8			14.5			298.7
Cash and cash equivalents, and restricted cash at beginning of period		360.2			334.0			290.9			251.1
Cash and cash equivalents, and restricted cash at end of period	$	305.4		$	549.8		$	305.4		$	549.8
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net of refunds	$	120.0		$	58.4		$	175.8		$	140.6
Interest, net of amounts capitalized	$	62.1		$	57.8		$	238.1		$	246.9

WestRock Company
Condensed Consolidated Balance Sheets
In millions (unaudited)
	June 30,		September 30,
	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	305.4	$	290.9
Accounts receivable (net of allowances of $73.3 and $68.1)		2,824.9		2,586.9
Inventories		2,300.5		2,173.3
Other current assets		569.7		597.6
Assets held for sale		4.2		10.9
Total current assets		6,004.7		5,659.6
Property, plant and equipment, net		10,058.4		10,570.1
Goodwill		5,928.8		5,959.2
Intangibles, net		3,031.3		3,318.8
Restricted assets held by special purpose entities		1,254.9		1,260.5
Prepaid pension asset		764.4		674.3
Other assets		1,843.2		1,811.8
Total Assets	$	28,885.7	$	29,254.3
Liabilities and Equity
Current liabilities:
Current portion of debt	$	387.8	$	168.8
Accounts payable		2,259.7		2,123.7
Accrued compensation and benefits		586.8		656.8
Other current liabilities		877.1		694.8
Total current liabilities		4,111.4		3,644.1
Long-term debt due after one year		7,635.1		8,025.3
Pension liabilities, net of current portion		236.5		254.7
Postretirement medical liabilities, net of current portion		134.8		133.7
Non-recourse liabilities held by special purpose entities		1,120.2		1,127.3
Deferred income taxes		2,814.2		2,944.4
Other long-term liabilities		1,352.1		1,433.1
Redeemable noncontrolling interests		4.9		1.7
Total stockholders' equity		11,457.9		11,670.3
Noncontrolling interests		18.6		19.7
Total Equity		11,476.5		11,690.0
Total Liabilities and Equity	$	28,885.7	$	29,254.3

Non-GAAP Financial Measures and Reconciliations

WestRock reports its financial results in accordance with accounting principles generally accepted in the United States ("GAAP"). However, management believes certain non-GAAP financial measures provide WestRock’s 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 WestRock’s performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, WestRock’s GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. We discuss below details of the non-GAAP financial measures presented by us and provide reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated in accordance with GAAP.

Consolidated Adjusted EBITDA and Adjusted EBITDA

WestRock uses the non-GAAP financial measure “Consolidated Adjusted EBITDA”, along with other factors such as “Adjusted EBITDA” (a GAAP measure of segment performance our Company uses to evaluate our segment results), to evaluate our overall performance. 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”. Management believes this measure provides WestRock’s management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate WestRock’s performance because it excludes restructuring and other costs and other specific items that management believes are not indicative of the ongoing operating results of the business. WestRock’s management and board use this information to evaluate WestRock’s performance relative to other periods.

Adjusted EBITDA is defined as pretax earnings of a reportable segment before depreciation, depletion and amortization, and excludes the following items our Company does not consider part of our segment performance: gain on sale of certain closed facilities, multiemployer pension withdrawal income, mineral rights impairment, restructuring and other costs, non-allocated expenses, interest expense, net, loss on extinguishment of debt, other (expense) income, net, and other adjustments - each as outlined in the table on page 7 ("Adjusted EBITDA").

Adjusted Segment Sales and Adjusted EBITDA Margins, Excluding Trade Sales

WestRock uses the non-GAAP financial measures “Adjusted Segment Sales” and “Adjusted EBITDA Margins, excluding trade sales”. Management believes that adjusting segment sales for trade sales is consistent with how our peers present their sales for purposes of computing segment margins and helps WestRock’s management, board of directors, investors, potential investors, securities analysts and others compare companies in the same peer group. Management believes these measures are also useful to investors to evaluate WestRock’s performance relative to its peers. Management believes that the most directly comparable GAAP measure to “Adjusted Segment Sales” is “segment sales”. Additionally, the most directly comparable GAAP measure to “Adjusted EBITDA Margin, excluding trade sales” is “Adjusted EBITDA Margin”. “Adjusted EBITDA Margin, excluding trade sales” is calculated by dividing that segment’s Adjusted EBITDA by Adjusted Segment Sales. “Adjusted EBITDA Margin” is considered a GAAP profitability measure and it is calculated for each segment by dividing that segment’s Adjusted EBITDA by segment sales.

Adjusted Net Income and Adjusted Earnings Per Diluted Share

WestRock uses the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these measures provide WestRock’s management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate WestRock’s performance because they exclude restructuring and other costs and other specific items that management believes are not indicative of the ongoing operating results of the business. WestRock and its board of directors use this information to evaluate WestRock’s performance relative to other periods. WestRock believes that the most directly comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Diluted Share are Net income attributable to common stockholders, identified in the table below as the “as reported results” for Consolidated net income (i.e. Net of Tax) less net income attributable to Noncontrolling interests, and Earnings per diluted share, respectively.

This release includes reconciliations of our non-GAAP financial measures to their respective directly comparable GAAP measures, as identified above, for the periods indicated (in millions, except percentages).

Reconciliations of Consolidated Adjusted EBITDA

	Three Months Ended
	June 30,
	2022		2021
Net Income attributable to common stockholders	$	377.9	$	250.1
Adjustments: (1)
Less: Net Income attributable to noncontrolling interests		1.9		0.9
Income tax expense		132.7		77.4
Other expense (income), net		7.2		(6.4	)
Interest expense, net		78.5		102.5
Restructuring and other costs		0.6		6.9
Mineral rights impairment		26.0		-
Depreciation, depletion and amortization		377.3		369.0
Other adjustments		3.4		10.6
Consolidated Adjusted EBITDA	$	1,005.5	$	811.0

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

Reconciliations of Adjusted Net Income

	Three Months Ended June 30, 2022
	Consolidated Results
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	512.5		$	(132.7	)	$	379.8
Mineral rights impairment		26.0			(6.4	)		19.6
Accelerated depreciation on certain plant closures		7.5			(1.9	)		5.6
Losses at closed facilities, transition and start-up costs		3.7			(0.8	)		2.9
Restructuring and other items		0.6			(0.1	)		0.5
MEPP liability adjustment due to interest rates		(12.7	)		3.1			(9.6	)
Other		(0.9	)		0.2			(0.7	)
Adjusted Results	$	536.7		$	(138.6	)	$	398.1
Noncontrolling interests								(1.9	)
Adjusted Net Income							$	396.2

⁽¹⁾ The as reported results for Pre-Tax, Tax and Net of Tax are equivalent to the line items "Income before income taxes", "Income tax expense" and "Consolidated net income", respectively, as reported on the Condensed Consolidated Statements of Income.

	Three Months Ended June 30, 2021
	Consolidated Results
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	328.4		$	(77.4	)	$	251.0
Ransomware recovery costs		9.3			(2.2	)		7.1
MEPP liability adjustment due to interest rates		7.7			(1.9	)		5.8
Restructuring and other items		6.9			(1.5	)		5.4
Losses at closed facilities, transition and start-up costs		1.4			(0.3	)		1.1
Gain on sale of investment		(1.3	)		0.3			(1.0	)
Adjusted Results	$	352.4		$	(83.0	)	$	269.4
Noncontrolling interests								(0.9	)
Adjusted Net Income							$	268.5

⁽¹⁾ The as reported results for Pre-Tax, Tax and Net of Tax are equivalent to the line items "Income before income taxes", "Income tax expense" and "Consolidated net income", respectively, as reported on the Condensed Consolidated Statements of Income.

Reconciliation of Adjusted Earnings Per Diluted Share

	Three Months Ended
	June 30, 2022			June 30, 2021
Earnings per diluted share	$	1.47		$	0.93
Mineral rights impairment		0.08			-
Accelerated depreciation on certain plant closures		0.02			-
Losses at closed facilities, transition and start-up costs		0.01			0.01
Restructuring and other items		-			0.02
Ransomware recovery costs		-			0.02
MEPP liability adjustment due to interest rates		(0.04	)		0.02
Adjusted Earnings Per Diluted Share	$	1.54		$	1.00

Reconciliations of Adjusted Segment Sales and Adjusted EBITDA Margins, Excluding Trade Sales

Corrugated Packaging Segment

	Three Months Ended
	June 30, 2022			June 30, 2021
Segment sales	$	2,382.5		$	2,154.7
Less: Trade Sales		(84.0	)		(84.8	)
Adjusted Segment Sales	$	2,298.5		$	2,069.9
Adjusted EBITDA	$	385.2		$	363.9
Adjusted EBITDA Margins		16.2%			16.9%
Adjusted EBITDA Margin, excluding
Trade Sales		16.8%			17.6%

Contacts

Investors:

Robert Quartaro, 470-328-6979
Senior Vice President, Investor Relations
robert.quartaro@westrock.com

James Armstrong, 470-328-6327
Vice President, Investor Relations
james.armstrong@westrock.com

Media:

Robby Johnson, 470-328-6397
Manager, Corporate Communications
s-crp-mediainquiries@westrock.com

EX-99.2

Exhibit 99.2

 Westrock   Q3 fy22 results  August 4, 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 “Transformation Update”, “Pricing and Mix Management Outpacing Inflation Year-over-Year”, “WestRock to Acquire Remaining Interest in Grupo Gondi”, “Strategic Fit with Strong Growth Potential”, “Q4 FY22 Guidance”, “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. 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, such as 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 operations, and impacts of the pandemic on commercial activity, customer and consumer preferences and demand; supply chain disruptions; disruptions in the credit or financial markets; results and impacts of acquisitions, including timing and operational and financial effects from our recently announced acquisition of Grupo Gondi; economic, competitive and market conditions generally, including the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials; our ability to successfully identify and make performance and productivity improvements and risks associated with completing strategic projects on the anticipated timelines and realizing anticipated financial improvements; adverse legal, reputational and financial effects resulting from cyber incidents and the effectiveness of business continuity plans during a ransomware or other cyber incident; 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 severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair; our desire or ability to continue 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. 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 Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The information contained herein speaks as of the date hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.  Non-GAAP Financial Measures and other matters:  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. For additional information, see the Appendix.  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.   Cautionary Language  2 

 Sales and earnings growth in Q3 FY22  Net sales of $5.5 billion, up 15% year-over-year  Consolidated Adjusted EBITDA(1) of $1.006 billion, up 24% year-over-year  Consolidated Adjusted EBITDA margin(1) of 18.2%, up 140 basis points year-over-year  Adjusted EPS(1) of $1.54 per share, up 54% year-over-year  Generated $628 million of Adjusted Free Cash Flow(1)  Packaging sales(2) increased 11% and Paper sales increased 24% year-over-year driven by successful implementation of price increases and solid demand  Continue to advance our transformation initiatives  Net leverage ratio(1) of 2.13x and $290 million of stock repurchased  Repurchased over $700 million of stock in the trailing 12 months ended 6/30/22  Remaining authorization to repurchase additional 29 million shares  3  Q3 FY22 key highlights  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix  Corrugated Packaging segment sales (excluding white top trade sales), a non-GAAP financial measure, and Consumer Packaging segment sales  Adjusted EBITDA margin (excluding white top trade sales), a non-GAAP financial measure  Consolidated Adjusted EBITDA margins.  Strong earnings growth in dynamic environment  Consolidated Adjusted EBITDA(1)  ($ in millions)   Q3 fy22 margin  Vs.   q2 fy22  Vs.   q3 fy21  Corrugated Packaging(3)  16.8%  +210bps  -80bps  Consumer Packaging  18.5%  +200bps  +230bps  Global Paper  24.8%  +470bps  +440bps  Distribution  5.4%  -230bps  -20bps  WestRock(4)  18.2%  +230bps  +140bps  Adjusted EBITDA Margins 

 4  Transformation Update  Reduced average North American corrugated mill cost by $4 per ton  Established supply chain pilot; yielding positive results   Modernizing our systems; targeting $200 million in annual savings upon completion  Announced two strategic portfolio actions, Grupo Gondi acquisition and Panama City closure  Reducing costs across $1 billion of indirect spend   Increasing operating efficiency across mill and converting network  Targeting additional actions to reduce SG&A and to drive increased efficiencies  Currently actioning $250 MM of anticipated run rate savings on $1.5 Bn of Total Improvement Opportunity targeted by 2025 

 5  Pricing and mix management outpacing inflation Year-over-Year  Q3 FY22 price/mix realization of approximately $750 million year/year; more than $230 million in excess of inflation  Published price increases since 4Q FY20(1):  +$220/ton North America Containerboard  +$350/ton CNK   +$450/ton SBS folding carton grades  +$450/ton SBS plate and cup stock grades  +$420/ton CRB  Key inflation drivers include fiber, labor, freight, energy and chemicals   Year-over-year price/mix and inflation  highlights  Pricing flow-through expected to outpace inflation Into FY23  As of July 15, 2022 

 6  WestRock to Acquire Remaining Interest in Grupo Gondi  Compelling Strategic Combination  Expected to create a leading paper and packaging player in attractive Latin American containerboard and paperboard markets  Geographic proximity to U.S. market to enable integration into the WestRock system and strengthen WestRock's position in North America  Grupo Gondi solutions to extend WestRock’s participation in a diverse set of market segments and geographies and connect to our multinational customers  Will better position WestRock to participate in the resurgence of onshoring in the Americas  Attractive Financial Profile  Purchasing remaining stake for $970 million plus assumed debt - implied enterprise value of $1.763B  2022 estimated EBITDA of $200 million - $210 million(1)  $60 million of expected annual synergies by year 3 following the closing  Expect to remain within targeted net leverage range of 1.75x-2.25x  Timeline  Expect to close in quarter ending December 31, 2022  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix. 

 Beer and Beverage  Processed Foods  Paper  Produce  Home and Personal Care  7  Regional Synergies…  Strategic fit with strong growth potential  Strategic Highlights  *Includes hybrid plants operating both corrugated and high graphic converting.  14 manufacturing sites with different specialties  4 paper mills  10 converting sites including corrugated plants and high-graphic / consumer plants*  Operating plant  Strong management team with established track record  Serves fast-growing Latin American corrugated and consumer market   Leverages trend towards onshoring  Enhances proximity to multinational customers  Complements existing Corrugated and Consumer Packaging businesses  High-quality, low-cost assets  …and attractive end markets  Pharma  Industrial  Others  E-Commerce  Calendar YTD June 2022 

 8  Net sales up 15%  Pricing realization exceeded cost inflation; margins increased 140bps   Higher inflation across energy, freight, labor, fiber and chemicals  Results in Q3 FY22 include insurance recovery of $19 million  Generated $628 million of Adjusted Free Cash Flow, up 13%   Repurchased $290 million in stock in Q3 FY22  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q3 Fy22 WestRock Results  Q3 Year-over-year Highlights  Consolidated Adjusted EBITDA ($ in Millions)  THIRD QUARTER  SECOND QUARTER  SECOND QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22  FY21  FY22  Net Sales  $5,520  $4,816  $5,382  Consolidated Adjusted EBITDA(1)  $1,006  $811  $854  % Margin(1)  18.2%  16.8%  15.9%  Capital Expenditures  $215  $202  $181  Adjusted Free Cash Flow(1)  $628  $554  $213  Adjusted Earnings Per Diluted Share(1)  $1.54  $1.00  $1.17  +$195 

 9  Segment sales up 11% driven by continued flow-through of previously published price increases  Lower volumes partially driven by difficult year-over-year comparison  Strength in Beverage and Bakery offset by softer volumes in Industrial, Distribution and Agriculture  Higher inflation across energy, freight, labor, fiber and chemicals  Excludes white top trade sales  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q3 Fy22 corrugated packaging Results  Q3 Year-over-year Highlights  Adjusted EBITDA ($ in Millions)  THIRD QUARTER  SECOND QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  FY22  Segment Sales(1)(2)  $2,299  $2,070  $2,232  Adjusted EBITDA  $385  $364  $329  % Margin(1)(2)  16.8%  17.6%  14.7%  +$21 

 Q3 Year-over-year Highlights  10  Industry leading margins and growth  Segment sales up 12% in the quarter driven by strong price mix and 3.4% organic volume growth  Margin up 230bps as flow-through from previously published pricing outpaces inflation  Higher inflation across energy, freight, labor, fiber and chemicals  Overall market demand strong  Q3 Fy22 consumer packaging Results  Adjusted EBITDA ($ in Millions)  THIRD QUARTER  SECOND QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  FY22  Segment Sales  $1,270  $1,132  $1,251  Adjusted EBITDA  $235  $183  $206  % Margin  18.5%  16.2%  16.5%  +$52 

 Q3 Year-over-year Highlights  11  Segment sales up 24% in the quarter  Paperboard markets continue to be tight  Pricing realization remains strong and exceeded cost inflation  Strong performance of export containerboard and continued ramp up of Tres Barras mill  Flexibility to navigate supply/demand dynamics  Q3 Fy22 global paper Results  Adjusted EBITDA ($ in Millions)  THIRD QUARTER  SECOND QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  FY22  Segment Sales  $1,610  $1,299  $1,538  Adjusted EBITDA  $399  $265  $309  % Margin  24.8%  20.4%  20.1%  +$134 

 Q3 Year-over-year Highlights  12  Segment sales up 11% in the quarter  Strong pricing and lower operating costs benefits largely offset by inflation and volume  Implementing improved pricing processes and inventory management  Q3 Fy22 distribution Results  Adjusted EBITDA ($ in Millions)  THIRD QUARTER  SECOND QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  FY22  Segment Sales  $358  $322  $362  Adjusted EBITDA  $19  $18  $28  % Margin  5.4%  5.6%  7.7%  +$1 

 13  Adjusted Free Cash Flow  Q3 Adjusted Free Cash Flow of $628 million  FY22 Adjusted Free Cash Flow expected to be approximately $1.2 billion  Expected 7th straight year of Adjusted Free Cash Flow above $1 billion  Net leverage of 2.13x, within target of 1.75x to 2.25x  Estimated Adjusted FCFYield of 11%(1)(2)  Strong Adjusted Free Cash Flow  Adjusted Free Cash Flow(1)($ in Billions)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  FY22 Estimated Adjusted Free Cash Flow of $1.2B, 254.3M shares, and share price as of August 2, 2022.  ~ 

 14  Q4 fy22 guidance  Q4 FY22  Consolidated adjusted EBITDA(1)  Q4 FY22  Adjusted EPS(1)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix.  $900 - $1,000 MILLION  $1.24 - $1.53  Per   Share  Q4 FY22 Sequential Guidance Details  Flow-through of previously published price increases   Higher costs sequentially primarily driven by higher natural gas of $8.25 per MMBtu  Approximately 45K tons of maintenance downtime  OCC cost up $6/ton partially offset by modest improvement in virgin fiber costs  Logistics cost up slightly 

 15 

 Appendix  16 

 Adjusted EBITDA ($ in millions)  Q3 year over year BRIDGES  17  Corrugated packaging  Consumer packaging  distribution  Global paper  +$134  +$52  +$21  +$1 

 18  Additional guidance  FY22 Guidance  Q4 FY22  Full Year  Depreciation & Amortization(1)  Approx. $379 million  Approx. $1.48 billion  Net Interest Expense and Interest Income(2)  Approx. $92 million  Approx. $330 million  Effective Adjusted Book Tax Rate(3)  24% - 26%  Approx. 25%  Adjusted Cash Tax Rate(3)  Approx. 22%  Diluted Shares Outstanding  257 million  262 million  Mill Maintenance Downtime Schedule (tons in thousands)  Q1  Q2  Q3  Q4  Full Year  FY22 Maintenance  192  124  46  45  407  FY21 Maintenance  105  65  119  12  301  FY20 Maintenance  146  105  21  102  374  maintenance  FY22 GUIDANCE  Full Year excludes approximately $7 million of accelerated depreciation associated with the Panama City mill closure that will be added back for Adjusted EPS  Full Year excludes approximately $27 million of the MEPP liability adjustment due to interest rates that will be added back for Adjusted EPS  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix 

 19  Key Commodity Annual Consumption Volumes  Commodity Category  Volume  Recycled Fiber (tons millions)  5.5  Wood (tons millions)  33  Natural Gas (MMBtu millions)   90  Electricity (kwh billions)  6.2  Polyethylene (lbs millions)  34  Caustic Soda (tons thousands)  250  Starch (lbs millions)  572  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  ($0.06)  FX Translation Impact  +10% USD Appreciation  ($0.06)  Key Commodity Annual Consumption Volumes 

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

 ADJUSTED EARNINGS PER DILUTED SHARE  We 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 management, 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, ADJUSTED FREE CASH FLOW and adjusted free cash flow yield  We use the non-GAAP financial measures “adjusted operating cash flow”, “adjusted free cash flow” and “adjusted free cash flow yield” because we believe these measures provide our management, 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. Adjusted free cash flow yield is computed as adjusted free cash flow divided by market cap as measured by shares outstanding multiplied by our closing share price.   Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA MARGINS  We 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 our management, 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 DEBT  We 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 management, 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 revolving credit agreement, dated July 7, 2022. As of June 30, 2022, our leverage ratio was 2.22 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 Ratio, as defined therein. We define “Adjusted Total Funded Debt” as our Total Funded Debt less cash and cash equivalents. Net Leverage Ratio represents Adjusted Total Funded Debt divided by our credit agreement EBITDA. As of June 30, 2022, our net leverage ratio was 2.13 times.   Forward-looking Guidance  We 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 may 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  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. 

 26  RECONCILIATION OF Corrugated Packaging ADJUSTED EBITDA MARGIN 

 27  RECONCILIATION OF PACKAGING SALES 

 28  Adjusted operating cash flow and adjusted free cash flow reconciliation 

 29  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 

 30 

XML

Document and Entity Information	Aug. 04, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 04, 2022
Entity Registrant Name	WestRock Company
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38736
Entity Tax Identification Number	37-1880617
Entity Address, Address Line One	1000 Abernathy Road
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001732845
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WRK
Security Exchange Name	NYSE
Entity Information, Former Legal or Registered Name	Not Applicable