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): November 10, 2022

WestRock Company

(Exact name of registrant as specified in its 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 November 10, 2022, WestRock Company (the “Company”) issued a press release announcing the Company’s financial results for the fourth quarter of fiscal 2022 and full year 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 November 10, 2022, the Company will host a conference call during which it will discuss the Company’s financial results for the fourth quarter of fiscal 2022 and full year 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 November 10, 2022
	99.2	Q4 FY22 Results
	104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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:  November 10, 2022	By:	/s/ Denise R. Singleton
		Denise R. Singleton
		Executive Vice President, General Counsel and
		Secretary

EX-99.1

Exhibit 99.1

WestRock Reports Fiscal 2022 Fourth Quarter Results

ATLANTA--(BUSINESS WIRE)--November 10, 2022--WestRock Company (NYSE:WRK), a leading provider of sustainable paper and packaging solutions, today announced results for its fiscal fourth quarter and year ended September 30, 2022.

Fourth Quarter Highlights and other notable items:

• Record fourth quarter net sales of $5.4 billion increased 6.1% year-over-year
• Net income of $345 million increased $21 million year-over-year, or 6.4%. Adjusted Net Income of $366 million increased $34 million year-over-year, growing 10.4%
• Record fourth quarter Consolidated Adjusted EBITDA of $920 million increased 4.8% year-over-year
• Earned $1.34 per diluted share (“EPS”) and $1.43 of Adjusted EPS compared year-over-year to $1.20 and $1.23, respectively, increasing 11.7% and 16.3%, respectively
• Announced dividend increase of 10%, to an annualized rate of $1.10 per share

Full Year 2022 Highlights:

• Record full year net sales of $21.3 billion increased 13.4% compared to $18.7 billion in the prior year
• Net income of $945 million increased $106 million year-over-year, or 12.7%. Adjusted Net Income of $1.245 billion increased $338 million year-over-year, growing 37.2%
• Record Consolidated Adjusted EBITDA of $3.459 billion increased 15.3% compared to $2.999 billion in the prior year
• Earned $3.61 per diluted share and $4.76 of Adjusted EPS compared to $3.13 and $3.39 in the prior year, respectively, increasing 15.3% and 40.4%, respectively
• Generated net cash provided by operating activities of $2.0 billion and Adjusted Free Cash Flow of $1.2 billion
• Returned $860 million in capital to stockholders, specifically $600 million in stock repurchases and $260 million in dividend payments

“WestRock delivered record net sales of $21.3 billion in fiscal 2022 and continued our track record of strong operating cash flow by generating more than $2 billion in the same period,” said David B. Sewell, chief executive officer. “I want to thank the WestRock team for their efforts this past year to deliver these outstanding results.

“Our team remains relentlessly focused on partnering with our customers to help them meet their needs for sustainable paper and packaging solutions as we deliver on our overall transformation initiatives,” continued Sewell. “Looking ahead to fiscal 2023, we will continue to strengthen our business as we drive innovation across our portfolio. While market conditions remain uncertain as our customers work through the current high inventory levels, WestRock’s ability to serve a variety of end markets with our diverse portfolio provides resiliency that will serve us well. We remain confident that our business model, scale and ongoing transformation initiatives will continue to drive long-term shareholder value.”

Consolidated Financial Results

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

	Three Months Ended
	Sep. 30, 2022		Sep. 30, 2021		$ Var.		% Var.
Net sales	$	5,402.5	$	5,090.5	$	312.0		6.1	%
Net income	$	344.5	$	323.7	$	20.8		6.4	%
Consolidated Adjusted EBITDA	$	919.7	$	877.9	$	41.8		4.8	%

Net sales increased $312 million, or 6.1%, year-over-year. Corrugated Packaging segment sales increased $182 million, or 8.3%; Consumer Packaging segment sales increased $147 million, or 12.7%; Distribution segment sales increased $26 million, or 7.4%; Global Paper segment sales decreased $33 million, or 2.3%; and intersegment sales increased $10 million.

Net income increased $21 million year-over-year to $345 million. The impact of higher selling price/mix and ransomware insurance recoveries were nearly offset by increased cost inflation, lower volumes and higher operating costs. Net income was impacted by $37 million of insurance recoveries related to the fiscal 2021 ransomware incident: $31 million related to business interruption costs that were recorded as a reduction of cost of goods sold and the balance related to ransomware recovery costs that were recorded as a reduction of selling, general and administrative excluding intangible amortization.

Consolidated Adjusted EBITDA increased $42 million, or 4.8%, year-over-year, primarily in the Corrugated Packaging and Consumer Packaging segments. Ransomware insurance recoveries accounted for $26 million of the year-over-year increase in Consolidated Adjusted EBITDA.

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

Restructuring and Other Costs

Restructuring and other costs during the fourth quarter of fiscal 2022 were $35 million. The charges were primarily related to the previously announced permanent closure of the corrugated medium manufacturing operations at the St. Paul, Minnesota mill, the previously announced closure of the Panama City, Florida mill and acquisition and divestiture costs.

Cash Flow Activities

Net cash provided by operating activities was $540 million in the fourth quarter of fiscal 2022 compared to $678 million in the prior year quarter primarily due to increased working capital.

Total debt was $7.8 billion at September 30, 2022, $7.6 billion excluding $175 million of unamortized fair market value step-up of debt acquired in mergers and acquisitions, and $7.4 billion after further excluding cash and cash equivalents of $260 million. Total debt declined $236 million in the fourth quarter of fiscal 2022. The Company had approximately $3.7 billion of available liquidity from long-term committed credit facilities and cash and cash equivalents at September 30, 2022, excluding the $1.0 billion Delayed Draw Term Loan available to be used to acquire the remaining 67.7% interest in Grupo Gondi.

During the fourth quarter of fiscal 2022, WestRock invested $293 million in capital expenditures and returned $64 million in capital to stockholders 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 the 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 “Consolidated Adjusted EBITDA and Adjusted EBITDA”. 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
	Sep. 30, 2022		Sep. 30, 2021		Var.		% Var.
Segment sales	$	2,386.1	$	2,203.9	$	182.2		8.3	%
Adjusted EBITDA	$	383.9	$	361.4	$	22.5		6.2	%
Adjusted EBITDA Margin		16.1%		16.4%	-30 bps

Corrugated Packaging segment sales increased $182 million, or 8.3%, primarily due to higher selling price/mix that was partially offset by lower volumes.

Corrugated Packaging Adjusted EBITDA increased $23 million, or 6.2%, primarily due to the margin impact from higher selling price/mix and ransomware insurance recoveries, which were largely offset by increased cost inflation, higher operating costs and lower volumes. Corrugated Packaging Adjusted EBITDA margin was 16.1% and Adjusted EBITDA margin excluding trade sales was 16.7%.

Consumer Packaging Segment

	Three Months Ended
	Sep. 30, 2022		Sep. 30, 2021		Var.		% Var.
Segment sales	$	1,305.7	$	1,158.6	$	147.1		12.7	%
Adjusted EBITDA	$	219.2	$	198.1	$	21.1		10.7	%
Adjusted EBITDA Margin		16.8%		17.1%	-30 bps

Consumer Packaging segment sales increased $147 million, or 12.7%, 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 $21 million, or 10.7%, primarily due to the margin impact from higher selling price/mix and higher volumes that were partially offset by increased cost inflation, higher operating costs and the unfavorable impact of foreign currency. The Consumer Packaging segment delivered an Adjusted EBITDA margin of 16.8%.

Global Paper Segment

	Three Months Ended
	Sep. 30, 2022		Sep. 30, 2021		Var.			% Var.
Segment sales	$	1,429.2	$	1,462.3	$	(33.1	)		-2.3	%
Adjusted EBITDA	$	306.4	$	307.2	$	(0.8	)		-0.3	%
Adjusted EBITDA Margin		21.4%		21.0%	40 bps

Global Paper segment sales decreased $33 million, or 2.3%, primarily due to lower volumes that were partially offset by higher selling price/mix.

Global Paper Adjusted EBITDA was essentially flat, primarily due to the margin impact from higher selling price/mix and ransomware insurance recoveries, which were offset by increased cost inflation, lower volumes and higher operating costs. The Global Paper segment delivered an Adjusted EBITDA margin of 21.4%, an increase of 40 basis points year-over-year.

Distribution Segment

	Three Months Ended
	Sep. 30, 2022		Sep. 30, 2021		Var.		% Var.
Segment sales	$	374.1	$	348.4	$	25.7		7.4	%
Adjusted EBITDA	$	26.0	$	23.4	$	2.6		11.1	%
Adjusted EBITDA Margin		7.0%		6.7%	30 bps

Distribution segment sales increased $26 million, or 7.4%, primarily due to higher selling price/mix that was partially offset by lower volumes.

Distribution Adjusted EBITDA increased $3 million, or 11.1%, 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.

Conference Call

WestRock will host a conference call to discuss its results of operations for the fiscal fourth quarter ended September 30, 2022 and other topics that may be raised during the discussion at 8:30 a.m., Eastern Time, on Thursday, November 10, 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, 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 our environmental, social and governance 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” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as well as the other risks discussed in our subsequent filings with the Securities and Exchange Commission. 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.

WestRock Company
Condensed Consolidated Statements of Income
In millions, except per share amounts (unaudited)
	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Net sales	$	5,402.5		$	5,090.5		$	21,256.5		$	18,746.1
Cost of goods sold		4,341.5			4,092.6			17,235.8			15,315.8
Gross profit		1,061.0			997.9			4,020.7			3,430.3
Selling, general and administrative excluding intangible amortization		482.3			432.2			1,932.6			1,759.3
Selling, general and administrative intangible amortization		86.8			87.8			350.4			357.1
(Gain) loss on disposal of assets		(5.3	)		0.3			(16.9	)		4.1
Multiemployer pension withdrawal expense (income)		3.5			(2.9	)		0.2			(2.9	)
Mineral rights impairment		-			-			26.0			-
Restructuring and other costs		35.3			11.7			401.6			31.5
Operating profit		458.4			468.8			1,326.8			1,281.2
Interest expense, net		(81.1	)		(92.5	)		(318.8	)		(372.3	)
Loss on extinguishment of debt		(0.3	)		(8.6	)		(8.5	)		(9.7	)
Pension and other postretirement non-service income		39.1			33.5			157.4			134.9
Other (expense) income, net		(10.3	)		(2.9	)		(11.0	)		10.9
Equity in income of unconsolidated entities		15.6			11.5			72.9			40.9
Income before income taxes		421.4			409.8			1,218.8			1,085.9
Income tax expense		(76.5	)		(85.2	)		(269.6	)		(243.4	)
Consolidated net income		344.9			324.6			949.2			842.5
Less: Net income attributable to noncontrolling interests		(0.4	)		(0.9	)		(4.6	)		(4.2	)
Net income attributable to common stockholders	$	344.5		$	323.7		$	944.6		$	838.3
Computation of diluted earnings per share under the two-class method (in millions, except per share data):
Net income attributable to common stockholders	$	344.5		$	323.7		$	944.6		$	838.3
Less: Distributed and undistributed income available to participating securities		-			(0.1	)		(0.1	)		(0.2	)
Distributed and undistributed income available to common stockholders	$	344.5		$	323.6		$	944.5		$	838.1
Diluted weighted average shares outstanding		256.4			268.9			261.5			267.5
Diluted earnings per share	$	1.34		$	1.20		$	3.61		$	3.13

WestRock Company
Segment Information
In millions (unaudited)
	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Net sales:
Corrugated Packaging	$	2,386.1		$	2,203.9		$	9,307.6		$	8,400.5
Consumer Packaging		1,305.7			1,158.6			4,965.2			4,433.9
Global Paper		1,429.2			1,462.3			5,930.2			4,983.0
Distribution		374.1			348.4			1,418.9			1,254.8
Intersegment Eliminations		(92.6	)		(82.7	)		(365.4	)		(326.1	)
Total	$	5,402.5		$	5,090.5		$	21,256.5		$	18,746.1
Adjusted EBITDA:
Corrugated Packaging	$	383.9		$	361.4		$	1,386.7		$	1,394.0
Consumer Packaging		219.2			198.1			829.2			720.8
Global Paper		306.4			307.2			1,246.4			883.7
Distribution		26.0			23.4			79.7			68.8
Total		935.5			890.1			3,542.0			3,067.3
Depreciation, depletion and amortization		(371.2	)		(365.1	)		(1,488.6	)		(1,460.0	)
Gain on sale of certain closed facilities		4.2			-			18.6			0.9
Multiemployer pension withdrawal (expense) income		(3.5	)		2.9			(0.2	)		2.9
Mineral rights impairment		-			-			(26.0	)		-
Restructuring and other costs		(35.3	)		(11.7	)		(401.6	)		(31.5	)
Non-allocated expenses		(15.8	)		(12.2	)		(82.6	)		(68.1	)
Interest expense, net		(81.1	)		(92.5	)		(318.8	)		(372.3	)
Loss on extinguishment of debt		(0.3	)		(8.6	)		(8.5	)		(9.7	)
Other (expense) income, net		(10.3	)		(2.9	)		(11.0	)		10.9
Other adjustments		(0.8	)		9.8			(4.5	)		(54.5	)
Income before income taxes	$	421.4		$	409.8		$	1,218.8		$	1,085.9
Depreciation, depletion and amortization:
Corrugated Packaging	$	179.4		$	161.7		$	683.0		$	674.5
Consumer Packaging		84.9			88.0			349.5			352.2
Global Paper		96.1			107.9			425.1			405.9
Distribution		9.9			6.4			27.3			23.6
Corporate		0.9			1.1			3.7			3.8
Total	$	371.2		$	365.1		$	1,488.6		$	1,460.0
Other adjustments:
Corrugated Packaging	$	0.8		$	(0.1	)	$	(4.8	)	$	13.3
Consumer Packaging		-			0.5			7.7			11.7
Global Paper		(2.2	)		-			(0.6	)		3.3
Distribution		-			-			-			0.6
Corporate		2.2			(10.2	)		2.2			25.6
Total	$	0.8		$	(9.8	)	$	4.5		$	54.5

WestRock Company
Condensed Consolidated Statements of Cash Flows
In millions (unaudited)
	Three Months Ended						Twelve Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Cash flows from operating activities:
Consolidated net income	$	344.9		$	324.6		$	949.2		$	842.5
Adjustments to reconcile consolidated net income to net cash provided
by operating activities:
Depreciation, depletion and amortization		371.2			365.1			1,488.6			1,460.0
Deferred income tax expense (benefit)		16.2			15.3			(98.2	)		(38.3	)
Share-based compensation expense		19.0			14.2			93.3			88.6
401(k) match and company contribution in common stock		-			23.3			2.5			136.1
Pension and other postretirement funding more than expense (income)		(33.8	)		(28.9	)		(135.6	)		(111.5	)
Cash surrender value increase in excess of premiums paid		0.5			(0.6	)		(2.0	)		(49.4	)
Equity in income of unconsolidated entities		(15.6	)		(11.5	)		(72.9	)		(40.9	)
Gain on sale of sawmill		-			-			-			(16.5	)
Gain on sale of investment		-			-			-			(16.0	)
Mineral rights impairment		-			-			26.0			-
Other impairment adjustments		11.2			12.0			325.5			34.6
(Gain) loss on disposal of plant and equipment and other, net		(5.2	)		(0.1	)		(17.5	)		3.7
Other, net		6.6			7.4			(2.5	)		11.7
Changes in operating assets and liabilities, net of acquisitions / divestitures:
Accounts receivable		98.5			(95.5	)		(161.5	)		(428.9	)
Inventories		(72.3	)		(69.2	)		(336.2	)		(200.0	)
Other assets		258.0			(229.9	)		79.6			(379.6	)
Accounts payable		(40.5	)		233.1			79.5			430.3
Income taxes		(112.5	)		(69.3	)		16.9			0.7
Accrued liabilities and other		(305.9	)		187.5			(214.3	)		552.8
Net cash provided by operating activities		540.3			677.5			2,020.4			2,279.9
Investing activities:
Capital expenditures		(293.1	)		(310.1	)		(862.6	)		(815.5	)
Cash paid for purchase of businesses, net of cash acquired		-			-			(7.0	)		-
Proceeds from corporate owned life insurance		31.0			18.3			60.8			44.9
Proceeds from sale of sawmill		-			-			-			58.5
Proceeds from sale of investments		-			-			-			29.5
Proceeds from sale of property, plant and equipment		2.6			2.0			28.2			6.3
Proceeds from property, plant and equipment insurance settlement		-			1.5			1.7			3.2
Other, net		(2.3	)		(2.2	)		2.9			(2.9	)
Net cash used for investing activities		(261.8	)		(290.5	)		(776.0	)		(676.0	)
Financing activities:
Additions to revolving credit facilities		377.4			-			377.4			435.0
Repayments of revolving credit facilities		(273.3	)		(60.0	)		(373.3	)		(415.0	)
Additions to debt		6.9			1.8			503.2			259.9
Repayments of debt		(210.0	)		(412.8	)		(991.5	)		(1,544.3	)
Changes in commercial paper, net		(182.8	)		-			-			-
Other debt additions, net		24.4			6.8			31.5			23.1
Issuances of common stock, net of related tax withholdings		3.3			3.5			5.0			18.2
Purchases of common stock		-			(122.4	)		(600.0	)		(122.4	)
Cash dividends paid to stockholders		(63.6	)		(64.0	)		(259.5	)		(233.8	)
Other, net		2.2			8.0			25.9			(1.1	)
Net cash used for financing activities		(315.5	)		(639.1	)		(1,281.3	)		(1,580.4	)
Effect of exchange rate changes on cash and cash equivalents		(8.2	)		(6.8	)		6.2			16.3
(Decrease) increase in cash and cash equivalents and restricted cash		(45.2	)		(258.9	)		(30.7	)		39.8
Cash and cash equivalents, and restricted cash at beginning of period		305.4			549.8			290.9			251.1
Cash and cash equivalents, and restricted cash at end of period	$	260.2		$	290.9		$	260.2		$	290.9
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net of refunds	$	159.4		$	131.3		$	335.2		$	271.9
Interest, net of amounts capitalized	$	125.8		$	137.8		$	363.9		$	384.7
Non-cash additions to property, plant and equipment		n/a			n/a		$	223.2		$	108.5

WestRock Company
Condensed Consolidated Balance Sheets
In millions (unaudited)
	September 30,		September 30,
	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 medical 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
Redeemable noncontrolling interests		5.5		1.7
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

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.

Business Systems Transformation Costs

In the fourth quarter of fiscal 2022, WestRock launched a multi-year phased business systems transformation project. 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. Since these strategic investments, including incremental nonrecurring operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future, and are not considered representative of our underlying operating performance, 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.

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 the 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, business systems transformation 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, a GAAP measure of segment performance, is defined as pretax earnings of a reportable segment before depreciation, depletion and amortization, and excludes the following items the Company 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, 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, business systems transformation 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						Twelve Months Ended
	September 30,						September 30,
	2022			2021			2022			2021
Net Income attributable to common stockholders	$	344.5		$	323.7		$	944.6		$	838.3
Adjustments: (1)
Less: Net Income attributable to noncontrolling interests		0.4			0.9			4.6			4.2
Income tax expense		76.5			85.2			269.6			243.4
Other expense (income), net		10.3			2.9			11.0			(10.9	)
Loss on extinguishment of debt		0.3			8.6			8.5			9.7
Interest expense, net		81.1			92.5			318.8			372.3
Restructuring and other costs		35.3			11.7			401.6			31.5
Mineral rights impairment		-			-			26.0			-
Multiemployer pension withdrawal expense (income)		3.5			(2.9	)		0.2			(2.9	)
Gain on sale of certain closed facilities		(4.2	)		-			(18.6	)		(0.9	)
Depreciation, depletion and amortization		371.2			365.1			1,488.6			1,460.0
Other adjustments		0.8			(9.8	)		4.5			54.5
Consolidated Adjusted EBITDA	$	919.7		$	877.9		$	3,459.4		$	2,999.2
(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 September 30, 2022
	Consolidated Results
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	421.4		$	(76.5	)	$	344.9
Restructuring and other costs		35.3			(8.4	)		26.9
Business systems transformation costs		7.4			(1.8	)		5.6
Multiemployer pension withdrawl expense		3.5			(0.8	)		2.7
Loss on extinguishment of debt		0.3			(0.1	)		0.2
MEPP liability adjustment due to interest rates		(8.9	)		2.2			(6.7	)
Ransomware recovery costs insurance proceeds		(6.6	)		1.6			(5.0	)
Gain on sale of certain closed facilities		(4.2	)		1.4			(2.8	)
Gains at closed facilities, transition and start-up costs		(0.6	)		0.1			(0.5	)
Other		1.4			(0.3	)		1.1
Adjusted Results	$	449.0		$	(82.6	)	$	366.4
Noncontrolling interests								(0.4	)
Adjusted Net Income							$	366.0
(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 September 30, 2021
	Consolidated Results
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	409.8		$	(85.2	)	$	324.6
Restructuring and other costs		11.7			(2.9	)		8.8
Loss on extinguishment of debt		8.6			(2.1	)		6.5
Losses at closed facilities, transition and start-up costs		0.4			-			0.4
Ransomware recovery costs insurance proceeds		(10.2	)		2.4			(7.8	)
Adjusted Results	$	420.3		$	(87.8	)	$	332.5
Noncontrolling interests								(0.9	)
Adjusted Net Income							$	331.6
(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.

	Twelve Months Ended September 30, 2022
	Consolidated Results
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	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
(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.

	Twelve Months Ended September 30, 2021
	Consolidated Results
	Pre-Tax			Tax			Net of Tax
GAAP Results (1)	$	1,085.9		$	(243.4	)	$	842.5
Restructuring and other costs		31.5			(7.7	)		23.8
COVID-19 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 major capital projects
and 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	)
Adjustments/ Adjusted Results	$	1,171.2		$	(259.8	)	$	911.4
Noncontrolling interests								(4.2	)
Adjusted Net Income							$	907.2
(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.

Reconciliation of Adjusted Earnings Per Diluted Share

	Three Months Ended						Twelve Months Ended
	September 30, 2022			September 30, 2021			September 30, 2022			September 30, 2021
Earnings per diluted share	$	1.34		$	1.20		$	3.61		$	3.13
Restructuring and other costs		0.11			0.03			1.16			0.09
Mineral rights impairment		-			-			0.08			-
Loss on extinguishment of debt		-			0.03			0.02			0.03
Accelerated depreciation on certain facility closures		-			-			0.02			-
Business systems transformation costs		0.02			-			0.02			-
Multiemployer pension withdrawal expense		0.01			-			0.01			-
Losses at closed facilities, transition and start-up costs		-			-			0.01			0.01
Grupo Gondi option		-			-			-			0.06
COVID-19 employee payments		-			-			-			0.06
MEPP liability adjustment due to interest rates		(0.02	)		-			(0.10	)		-
Gain on sale of certain closed facilities		(0.01	)		-			(0.05	)		-
Ransomware insurance proceeds, net of recovery costs		(0.02	)		(0.03	)		(0.02	)		0.05
Accelerated compensation - former CEO		-			-			-			0.04
Gain on sale of investment		-			-			-			(0.05	)
Gain on sale of sawmill		-			-			-			(0.03	)
Adjusted Earnings Per Diluted Share	$	1.43		$	1.23		$	4.76		$	3.39

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

Corrugated Packaging Segment

	Three Months Ended
	September 30, 2022			September 30, 2021
Segment sales	$	2,386.1		$	2,203.9
Less: Trade Sales		(85.4	)		(98.3	)
Adjusted Segment Sales	$	2,300.7		$	2,105.6
Adjusted EBITDA	$	383.9		$	361.4
Adjusted EBITDA Margins		16.1	%		16.4	%
Adjusted EBITDA Margin, excluding Trade Sales		16.7	%		17.2	%

Adjusted Operating Cash Flow and Adjusted Free Cash Flow

WestRock uses the non-GAAP financial measures “Adjusted Operating Cash Flow” and “Adjusted Free Cash Flow”. 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 relative to other periods because they exclude certain cash restructuring and other costs, net of tax and business systems transformation costs, net of tax that management believes are not indicative of the ongoing operating results of the business. We believe “Adjusted Free Cash Flow” provides greater comparability across periods by excluding capital expenditures. WestRock believes that the most directly comparable GAAP measure is “Net cash provided by operating activities”. Set forth below is a reconciliation of “Adjusted Operating Cash Flow” and “Adjusted Free Cash Flow” to Net cash provided by operating activities for the periods indicated (in millions):

	Three Months Ended						Twelve Months Ended
	Sep. 30, 2022			Sep. 30, 2021			Sep. 30, 2022			Sep. 30, 2021
Net cash provided by operating activities	$	540.3		$	677.5		$	2,020.4		$	2,279.9
Plus: Cash Business systems transformation costs,
net of income tax benefit of $1.7, $0, $1.7 and $0		5.3			-			5.3			-
Plus: Cash Restructuring and other costs, net of
income tax benefit of $5.1, $1.3, $9.6 and $9.1		15.4			4.1			29.5			28.2
Adjusted Operating Cash Flow		561.0			681.6			2,055.2			2,308.1
Less: Capital expenditures		(293.1	)		(310.1	)		(862.6	)		(815.5	)
Adjusted Free Cash Flow	$	267.9		$	371.5		$	1,192.6		$	1,492.6

Contacts

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

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

EX-99.2

Exhibit 99.2

 Westrock   Q4 fy22 results  November 10, 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 “Recent Portfolio Actions”, “Executing on Transformation Initiatives”, “Plastics Replacement Solutions”, “Q1 FY23 Guidance”, “FY23 Guidance”, “Additional Guidance”, and “Key Commodity Estimated FY23 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, 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 our environmental, social and governance 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” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as well as the other risks discussed in our subsequent filings with the Securities and Exchange Commission. 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.   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. For additional information, see the Appendix.  In addition, as explained in the Appendix, 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.  Cautionary Language  2 

 3  FY22 Year in review  Record financial results driven by favorable pricing and strong execution  Net sales of $21.3 billion up 13% year-over-year  Consolidated Adjusted EBITDA(1) of $3.5 billion up 15% year-over-year  Adjusted EPS(1) of $4.76 up 40% year-over-year  Adjusted Free Cash Flow(1) of $1.2 billion  Reduced net leverage(1) to 2.05x  Progress towards WestRock’s transformation  Established transformation agenda  Re-aligned segment reporting  Executed several portfolio actions  Began cost-savings initiatives  Net Sales  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Consolidated Adjusted EBITDA  Adjusted Earnings per Share  ($ in billions)  ($ in billions)  +13%  +15%  +40%  Focused on continued transformation progress in FY23 

 Sales and earnings growth in Q4 FY22  Net sales of $5.4 billion, up 6% year-over-year  Consolidated Adjusted EBITDA(1) of $920 million, up 5% year-over-year  Consolidated Adjusted EBITDA margin(1) of 17%, down 20 basis points year-over-year  Adjusted EPS(1) of $1.43 per share, up 16% year-over-year  Generated $268 million of Adjusted Free Cash Flow(1)  Packaging sales(2) increased 10% year-over-year driven by successful implementation of price increases   Continue to advance our transformation initiatives  Net leverage ratio(1) of 2.05x   Increased dividend 10% in October 2022  Remaining authorization to repurchase additional 29 million shares  4  Q4 FY22 key highlights  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix  Packaging sales is a non-GAAP financial measure and consists of Corrugated Packaging segment sales (exclude withe top trade sales) and Consumer Packaging segment sales  Adjusted EBITDA margin (excluding white top trade sales), a non-GAAP financial measure  Consolidated Adjusted EBITDA margins.  Strong earnings growth in dynamic environment  ($ in millions)  Consolidated Adjusted EBITDA   Q4 fy22   Vs.   q4 fy21  Corrugated Packaging(3)  16.7%  -50bps  Consumer Packaging  16.8%  -30bps  Global Paper  21.4%  +40bps  Distribution  7.0%  +30bps  WestRock(4)  17.0%  -20bps  Adjusted EBITDA Margins 

 5  Recent portfolio actions  Announced acquisition of remaining stake in Grupo Gondi joint venture  Expect to close in December 2022  Calendar 2022 estimated EBITDA of $200 million - $210 million  Closed high-cost Panama City mill and St. Paul corrugated medium production  Approximately $71 million negative impact to annual Consolidated Adjusted EBITDA(1)  Continued to streamline portfolio through planned sales of non-strategic URB assets  Includes 3 mills and our 65% stake in URB converting joint venture   Approximately $69 million negative impact to annual Consolidated Adjusted EBITDA(1)  Reflects fiscal year 2022 market conditions  Reduced n.a. corrugated cost/ton by $5 and redirecting significant capital investment to higher return investments  Strategic actions to drive return on invested capital 

 6  Executing on transformation initiatives  Targeting over $250 million in annual net cost savings in fiscal 2023  Executing strategic portfolio actions    Grupo Gondi acquisition   Panama City closure  St. Paul medium closure  Sales of URB assets  Modernizing IT systems to streamline processes and reduce costs    Targeting additional actions to reduce SG&A and to drive increased efficiencies  $40 million  Estimated annual savings from SG&A reductions in progress  $150-200 million  Estimated annual run-rate savings from logistics and planning initiatives in progress  $45 million  Estimated annual savings in indirect spend in progress  BY THE NUMBERS  $150-200 million  Estimated annual savings from mill and converting network efficiencies in progress  Additional Highlights  $5 per ton  Average reduction in North American corrugated mill cost 

 7  Plastics replacement Solutions  CanCollar Fortuna®  Automates customers’ production lines   Reduces labor costs  CLUSTER-PAK®  EVERGROW®  ECO-PUSH®  CanCollar® X  Provide a fiber-based solution   Enables ~50% material reduction  Uses a fiber-based, glue-free minimalist design  Total addressable market of $9 billion in North America and $50 billion globally  Current annual run-rate plastics replacement revenue of $345 million, targeting to more than double by end of fiscal 2025  Largest opportunities in beverage, direct food applications and shrink film multipacks  Plastics Replacement Opportunity 

 8  Solid results despite economic headwinds  Net sales up 6%, driven by continued price realization   Higher inflation across energy, freight, labor, chemicals and virgin fiber  Results include ransomware insurance recovery of $26 million year-over-year  Generated $268 million of Adjusted Free Cash Flow  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q4 Fy22 WestRock Results  Q4 Year-over-year Highlights  Consolidated Adjusted EBITDA ($ in Millions)  FOURTH QUARTER  SECOND QUARTER  $ in millions, EXCEPT PER SHARE ITEMS  FY22  FY21  YoY  Net Sales  $5,403  $5,091  6%  Consolidated Adjusted EBITDA(1)  $920  $878  5%  % Margin(1)  17.0%  17.2%  -20bps  Capital Expenditures  $293  $310  -5%  Adjusted Free Cash Flow(1)  $268  $372  -28%  Adjusted Earnings Per Diluted Share(1)  $1.43  $1.23  16%  +$42 

 9  Segment sales up 9% driven by continued flow-through of previously published price increases  Higher inflation across energy, freight, labor, chemicals and virgin fiber  Lower volumes driven by customer inventory rebalancing and softer economic conditions  Strength in Packaged Food and Beverage, offset by softer volumes in Industrial and Foodservice  Excludes white top trade sales  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  Q4 Fy22 corrugated packaging Results  Q4 Year-over-year Highlights  Adjusted EBITDA ($ in Millions)  FOURTH QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  YoY  Segment Sales(1)(2)  $2,301  $2,106  9%  Adjusted EBITDA  $384  $361  6%  % Margin(1)(2)  16.7%  17.2%  -50bps  +$23 

 Q4 Year-over-year Highlights  10  Segment sales up 13% in the quarter driven by strong price/mix and organic volume growth  Higher inflation across energy, freight, labor, chemicals and virgin fiber  Backlogs remain healthy  Strength in Beverage, Retail Food and Healthcare partially offset by softness in Foodservice and Home, Beauty and Personal Care  Q4 Fy22 consumer packaging Results  Adjusted EBITDA ($ in Millions)  FOURTH QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  YoY  Segment Sales  $1,306  $1,159  13%  Adjusted EBITDA  $219  $198  11%  % Margin  16.8%  17.1%  -30bps  +$21 

 Q4 Year-over-year Highlights  11  Continuing to leverage our strong customer relationships, scale and breadth of paper grades to deliver value and drive profitability  Strong price realization exceeded cost inflation  Focus on mix and margin drove 40 basis point expansion  Flexibility to navigate supply/demand dynamics  Q4 Fy22 global paper Results  Adjusted EBITDA ($ in Millions)  FOURTH QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  YoY  Segment Sales  $1,429  $1,462  -2%  Adjusted EBITDA  $306  $307  0%  % Margin  21.4%  21.0%  +40bps  -$1 

 Q4 Year-over-year Highlights  12  Segment sales up 7% in the quarter  Strong pricing and lower operating costs partially offset by inflation and lower volume  Implementing improved pricing processes and inventory management  Q4 Fy22 distribution Results  Adjusted EBITDA ($ in Millions)  FOURTH QUARTER  SECOND QUARTER  $ in millions  FY22  FY21  YoY  Segment Sales  $374  $349  7%  Adjusted EBITDA  $26  $23  11%  % Margin  7.0%  6.7%  +30bps  +$3 

 13  Adjusted Free Cash Flow  Q4 Adjusted Free Cash Flow of $268 million  FY22 Adjusted Free Cash Flow of $1.2 billion  7th straight year of Adjusted Free Cash Flow above $1 billion  Net leverage of 2.05x, within target of 1.75x to 2.25x  FY22 Adjusted Free Cash Flow Conversion of 34%(1)(2)  Strong Adjusted Free Cash Flow  Adjusted Free Cash Flow(1)($ in Billions)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.  FY22 Adjusted Free Cash Flow of $1.2B and Consolidated Adjusted EBITDA of $3.5B 

 14  Q1 fy23 guidance  Q1 FY23  Consolidated adjusted EBITDA(1)  Q1 FY23  Adjusted EPS(1)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix.  $625 - $725 MILLION  $0.45 - $0.74  Per   Share  Q1 FY23 Sequential Guidance Details  Favorable costs sequentially driven by natural gas down approx. 20% to $6.70 and recycled fiber down approx. 70% to $33   Unfavorable non-cash pension expense of approximately $40M YoY driven by higher interest rates and market volatility  Four less shipping days vs. FY22 Q4 (60 vs. 64)  Approximately 150K tons of maintenance downtime 

 -$50 million  Currency impact  YoY  15  fy23 guidance  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix.  $3.2 - $3.6 billion  FY23 consolidated adjusted EBITDA(1)  $3.57 - $4.73  per share  FY23 adjusted EPS(1)  FY23 Guidance Details  Includes recent portfolio actions:  Expected acquisition of remaining stake in Grupo Gondi  Expected divestiture of non-strategic URB assets  Closure of Panama City and St. Paul corrugated medium production  Unfavorable non-cash pension expense of approx. $160 million YoY due to interest rates and market volatility  Unfavorable currency impact of $50 million  Focused on Delivering strong results in FY23  Key Drivers impacting guidance  -$160 million  Non-cash pension expense  YoY  +$85 million  Pending Portfolio Actions  YoY  Building on our investor day strategy 

 16 

 Appendix  17 

 Adjusted EBITDA ($ in millions)  Q4 year over year BRIDGES  18  Corrugated packaging  Consumer packaging  distribution  Global paper  -$1  +$21  +$23  +$3 

 Adjusted EBITDA ($ in millions)  fy22 year over year BRIDGES  19  Corrugated packaging  Consumer packaging  distribution  Global paper  +$362  +$108  -$7  +$11 

 20  Additional guidance  FY23 Guidance  Q1 FY23  Full Year  Depreciation & Amortization  Approx. $360 million  Approx. $1.5 billion  Net Interest Expense  Approx. $100 million  Approx. $470 million  Effective Adjusted Book Tax Rate(1)  24% - 26%  24% - 26%  Adjusted Cash Tax Rate(1)  Approx. 26%  Diluted Shares Outstanding(2)  257 million  258 million  Mill Maintenance Downtime Schedule (tons in thousands)  Q1  Q2  Q3  Q4  Full Year  FY23 Maintenance  150  135  165  15  465  FY22 Maintenance  192  124  46  47  409  FY21 Maintenance  105  65  119  12  301  Maintenance(3)  FY23 GUIDANCE  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix  Diluted shares outstanding excludes share repurchases  Excludes Grupo Gondi and Brazil Maintenance Downtime 

 21  Key Commodity Estimated FY23 Consumption Volumes 

 22  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, business systems transformation 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 Conversion  We use the non-GAAP financial measures “Adjusted Operating Cash Flow”, “Adjusted Free Cash Flow” and “Adjusted Free Cash Flow Conversion” 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 and business systems transformation 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 Conversion is computed as Adjusted Free Cash Flow divided by Consolidated Adjusted EBITDA.   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.  Corrugated Adjusted EBITDA Margin, Excluding Trade-Sales  “Corrugated Adjusted EBITDA Margin, Excluding Trade Sales” is computed by dividing “Corrugated Adjusted EBITDA” by corrugated segment sales, excluding trade-sales, which is reported segment sales less trade-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 September 30, 2022, our leverage ratio was 2.13 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 September 30, 2022, our Net Leverage Ratio was 2.05 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 Net 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  23 

 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 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 

 27  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 

 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 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. 

 30  RECONCILIATION OF Corrugated Packaging ADJUSTED EBITDA MARGIN 

 31  RECONCILIATION OF PACKAGING SALES 

 32  Adjusted operating cash flow and adjusted free cash flow reconciliation 

 33  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 

 34 

XML

Document and Entity Information	Nov. 10, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 10, 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