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): February 1, 2024

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 February 1, 2024, WestRock Company (the “Company”) issued a press release announcing the Company’s financial results for the first quarter of fiscal 2024.  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.

Due to its proposed business combination with Smurfit Kappa Group plc, the Company will not host a conference call to discuss its financial results for the first quarter of fiscal 2024.  However, on February 1, 2024, the Company released a slide presentation regarding its financial results for that period.  A copy of the presentation 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	WestRock Reports First Quarter Fiscal 2024 Results
	99.2	WestRock Q1 FY2024 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:  February 1, 2024	By:	/s/ Alexander W. Pease
		Alexander W. Pease
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

WestRock Reports First Quarter Fiscal 2024 Results

ATLANTA--(BUSINESS WIRE)--February 1, 2024--WestRock Company (NYSE:WRK), a leading provider of sustainable paper and packaging solutions, today announced results for its fiscal first quarter ended December 31, 2023.

First Quarter Highlights and other notable items:

• Net sales of $4.6 billion; Corrugated Packaging segment sales increased 3.5% compared to the prior year quarter
• Global Paper containerboard shipments increased 21.9% compared to the prior year quarter
• Net loss of $22 million, Adjusted Net Income of $51 million; net loss included $66 million of restructuring and other costs, net
• Loss of $0.09 per diluted share (“EPS”) and earned $0.20 of Adjusted EPS
• Consolidated Adjusted EBITDA of $571 million
• Consumer Packaging Adjusted EBITDA margin increased 60 bps to 15.7%
• Achieved over $200 million in cost savings; expect to significantly exceed previously announced fiscal 2024 target of $300 to $400 million

“During the quarter, we grew external containerboard shipments, while we felt the impact of lower paperboard market demand,” said David B. Sewell, chief executive officer. “We continue to expect significantly improved demand in the second half of our fiscal year.

“We are continuing to deliver on, and we expect to significantly exceed, our cost savings targets. Our transformation initiatives have strengthened our portfolio, are increasing vertical integration and created significant operational efficiencies. With our broad portfolio of packaging solutions and self-help initiatives, we are well positioned to capitalize on the opportunities ahead.”

Consolidated Financial Results

WestRock’s performance for the three months ended December 31, 2023 and 2022 (in millions):

	Three Months Ended
	Dec. 31, 2023			Dec. 31, 2022
Net sales	$	4,620.0		$	4,923.1
Net (loss) income	$	(22.4	)	$	45.3
Consolidated Adjusted EBITDA	$	570.7		$	652.1

The decline in net sales compared to the first quarter of fiscal 2023 was driven primarily by a $205 million, or 18.3%, decrease in Global Paper segment sales and a $156 million, or 12.8%, decrease in Consumer Packaging sales. These reductions include the impact of prior year mill and interior partition divestitures. These items were partially offset by an $83 million, or 3.5%, increase in Corrugated Packaging segment sales. The increase in Corrugated Packaging segment sales in the current year quarter includes a full quarter of operations of the Company’s former joint venture in Mexico that were acquired in December 2022 (“Mexico Acquisition”).

Net income declined in the first quarter of fiscal 2024 compared to the prior year quarter primarily due to lower selling price/mix, the impact of increased economic downtime and prior year mill closures, lower volumes excluding the Mexico Acquisition and higher restructuring and other costs, net. These costs were partially offset by increased cost savings and the additional two months of contribution from the Mexico Acquisition.

Net income in the prior year quarter was also impacted by the Mahrt mill work stoppage and a non-cash loss related to the Mexico Acquisition that were partially offset by a gain on foreign currency exchange contract derivatives entered into in anticipation of the Mexico Acquisition and a gain on sale of two URB mills. See Reconciliations of Adjusted Net Income on page 12 for more information.

Consolidated Adjusted EBITDA decreased $81 million, or 12.5%, compared to the first quarter of fiscal 2023, primarily due to lower Global Paper and Consumer Packaging segment Adjusted EBITDA, as well as higher corporate non-allocated expenses.

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

Restructuring and Other Costs, Net

Restructuring and other costs, net during the first quarter of fiscal 2024 were $66 million. The charges were primarily for severance associated with converting plant closures and ongoing costs related to previously closed operations.

Cash Flow Activities

Net cash provided by operating activities was $275 million in the first quarter of fiscal 2024 compared to $266 million in the prior year quarter.

Total debt was $8.7 billion at December 31, 2023, and Adjusted Net Debt was $8.1 billion. The Company had approximately $3.4 billion of available liquidity from long-term committed credit facilities and cash and cash equivalents at December 31, 2023.

During the first quarter of fiscal 2024, WestRock invested $247 million in capital expenditures and returned $78 million in capital to stockholders in dividend payments.

Segment Results

WestRock’s segment performance for the three months ended December 31, 2023 and 2022 was as follows (in millions):

Corrugated Packaging Segment

	Three Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Segment sales	$	2,419.9	$	2,337.4
Adjusted EBITDA	$	327.8	$	329.4
Adjusted EBITDA Margin		13.5%		14.1%

Corrugated Packaging segment sales increased primarily due to the additional two months of sales from the Mexico Acquisition that were partially offset by lower selling price/mix and lower volumes excluding the Mexico Acquisition. In addition, the first quarter of fiscal 2024 included $42 million of segment sales for certain converting operations that were included in the Consumer Packaging segment in the prior year period.

Corrugated Packaging Adjusted EBITDA decreased primarily due to the margin impact of lower selling price/mix that was partially offset by increased cost savings, the incremental two months of contribution from the Mexico Acquisition, the net impact of lower economic downtime and prior year mill closures and net cost deflation, each as compared to the prior year period. Corrugated Packaging Adjusted EBITDA margin was 13.5% and Adjusted EBITDA margin excluding trade sales was 14.0%.

Consumer Packaging Segment

	Three Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Segment sales	$	1,059.3	$	1,215.0
Adjusted EBITDA	$	166.2	$	183.3
Adjusted EBITDA Margin		15.7%		15.1%

Consumer Packaging segment sales decreased primarily due to lower volumes and the prior year divestiture of our interior partition operations. In addition, the first quarter of fiscal 2023 included $38 million of segment sales for certain converting operations now included in the Corrugated Packaging segment. These items were partially offset by higher selling price/mix and the favorable impact of foreign currency.

Consumer Packaging Adjusted EBITDA decreased primarily due to lower volumes, the impact of increased economic downtime, net cost inflation and the prior year divestiture of our interior partition operations. In addition, the first quarter of fiscal 2023 included $4 million of Adjusted EBITDA for certain converting operations now included in the Corrugated Packaging segment. These items were largely offset by increased cost savings and the margin impact from higher selling price/mix, each as compared to the prior year period. Consumer Packaging Adjusted EBITDA margin was 15.7%.

Global Paper Segment

	Three Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Segment sales	$	918.3	$	1,123.6
Adjusted EBITDA	$	118.4	$	157.3
Adjusted EBITDA Margin		12.9%		14.0%

Global Paper segment sales decreased primarily due to lower selling price/mix, lower volumes and the impact of prior year divested mill operations. Additionally, segment sales are lower than the prior year period because sales to the operations acquired in the Mexico Acquisition were eliminated for a full quarter in the current year period compared to only one month in the prior year quarter.

Global Paper Adjusted EBITDA decreased primarily due to the margin impact of lower selling price/mix, the impact of increased economic downtime and prior year mill closures, the impact of prior year divested mill operations and lower volumes, which were partially offset by increased cost savings, net cost deflation and lower planned maintenance downtime, each as compared to the prior year period. Global Paper Adjusted EBITDA margin was 12.9%.

Distribution Segment

	Three Months Ended
	Dec. 31, 2023		Dec. 31, 2022
Segment sales	$	289.7	$	321.5
Adjusted EBITDA	$	9.0	$	10.8
Adjusted EBITDA Margin		3.1%		3.4%

Distribution segment sales decreased primarily due to lower volumes that were partially offset by higher selling price/mix.

Distribution Adjusted EBITDA decreased primarily due to lower volumes and increased cost inflation, which were partially offset by increased cost savings and the margin impact of higher selling price/mix, each as compared to the prior year period.

Conference Call and Financial Guidance for Subsequent Periods

Due to the proposed business combination with Smurfit Kappa Group plc to create a global leader in sustainable packaging (the “Transaction”), WestRock will not host a conference call to discuss its financial results for the fiscal first quarter ended December 31, 2023. A slide presentation and other relevant financial and statistical information along with this release, can be accessed at ir.westrock.com.

Preparations for the Transaction, including regulatory submissions, are currently underway, and WestRock now expects the Transaction to close in early July 2024. To avoid a delay in this anticipated timeline caused by the inclusion of financial guidance after the second fiscal quarter in certain of those submissions, WestRock does not intend to provide such guidance for subsequent periods.

About WestRock

WestRock (NYSE:WRK) partners with our customers to provide differentiated, 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 contains 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 use words or phrases such as "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "prospects," "potential," “commit,” and "forecast," and other words, terms and phrases of similar meaning or refer to future time periods. Forward-looking statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions, risks and uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ materially from those contained in the forward-looking statement.

Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, such as developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation, including from supply chain disruptions and labor shortages; intense competition; results and impacts of acquisitions, including operational and financial effects from the Mexico Acquisition, and divestitures; business disruptions, including from the occurrence of severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair, or public health crises; failure to respond to changing customer preferences and to protect our intellectual property; 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 information security 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 and retain qualified personnel, including as a result of the proposed Transaction; risks associated with sustainability and climate change, including our ability to achieve our sustainability targets and commitments and realize climate-related opportunities on announced timelines or at all; our inability to successfully identify and make performance improvements and deliver cost savings and risks associated with completing strategic projects on 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 the proposed Transaction, including our ability to complete the Transaction on the anticipated timeline, or at all, restrictions imposed on our business under the Transaction, disruptions to our business while the proposed Transaction is pending, the impact of management’s time and attention being focused on consummation of the proposed Transaction, costs associated with the proposed Transaction, and integration difficulties; risks related to our indebtedness, including increases in interest rates; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; 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); and additional impairment charges. Such risks and other factors that may impact forward-looking statements are discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, including in Item 1A “Risk Factors”, as well as 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
Consolidated Statements of Operations
In millions, except per share amounts (unaudited)
	Three Months Ended
	December 31,
		2023			2022
Net sales	$	4,620.0		$	4,923.1
Cost of goods sold		3,861.2			4,157.1
Gross profit		758.8			766.0
Selling, general and administrative expense excluding intangible amortization		527.1			479.1
Selling, general and administrative intangible amortization expense		82.0			86.6
Restructuring and other costs, net		65.5			32.1
Operating profit		84.2			168.2
Interest expense, net		(101.4	)		(97.3	)
Pension and other postretirement non-service income (cost)		0.2			(5.0	)
Other (expense) income, net		(4.7	)		25.2
Equity in income (loss) of unconsolidated entities		4.2			(36.0	)
Gain on sale of RTS and Chattanooga		0.5			-
(Loss) income before income taxes		(17.0	)		55.1
Income tax expense		(5.7	)		(8.3	)
Consolidated net (loss) income		(22.7	)		46.8
Less: Net loss (income) attributable to noncontrolling interests		0.3			(1.5	)
Net (loss) income attributable to common stockholders	$	(22.4	)	$	45.3
Computation of diluted earnings per share (in millions, except per share data):
Net (loss) income attributable to common stockholders	$	(22.4	)	$	45.3
Diluted weighted average shares outstanding		257.0			256.7
Diluted (loss) earnings per share	$	(0.09	)	$	0.18

WestRock Company
Segment Information
In millions (unaudited)
	Three Months Ended
	December 31,
		2023			2022
Net sales:
Corrugated Packaging	$	2,419.9		$	2,337.4
Consumer Packaging		1,059.3			1,215.0
Global Paper		918.3			1,123.6
Distribution		289.7			321.5
Intersegment Eliminations		(67.2	)		(74.4	)
Total	$	4,620.0		$	4,923.1
Adjusted EBITDA:
Corrugated Packaging	$	327.8		$	329.4
Consumer Packaging		166.2			183.3
Global Paper		118.4			157.3
Distribution		9.0			10.8
Total		621.4			680.8
Depreciation, depletion and amortization		(381.8	)		(373.2	)
Restructuring and other costs, net		(65.5	)		(32.1	)
Non-allocated expenses		(50.7	)		(28.7	)
Interest expense, net		(101.4	)		(97.3	)
Other (expense) income, net		(4.7	)		25.2
Gain on sale of RTS and Chattanooga		0.5			-
Other adjustments		(34.8	)		(119.6	)
(Loss) income before income taxes	$	(17.0	)	$	55.1
Depreciation, depletion and amortization:
Corrugated Packaging	$	205.3		$	192.2
Consumer Packaging		86.5			84.1
Global Paper		81.1			89.1
Distribution		7.3			6.9
Corporate		1.6			0.9
Total	$	381.8		$	373.2
Other adjustments:
Corrugated Packaging	$	5.1		$	49.8
Consumer Packaging		3.6			31.6
Global Paper		1.5			17.5
Distribution		(0.3	)		-
Corporate		24.9			20.7
Total	$	34.8		$	119.6

WestRock Company
Consolidated Statements of Cash Flows
In millions (unaudited)
	Three Months Ended
	December 31,
		2023			2022
Cash flows from operating activities:
Consolidated net (loss) income	$	(22.7	)	$	46.8
Adjustments to reconcile consolidated net (loss) income to net cash provided
by operating activities:
Depreciation, depletion and amortization		381.8			373.2
Deferred income tax benefit		(23.3	)		(19.5	)
Share-based compensation expense		7.3			9.6
Pension and other postretirement cost (income), net of contributions		0.5			3.6
Cash surrender value increase in excess of premiums paid		(17.4	)		(13.1	)
Equity in (income) loss of unconsolidated entities		(4.2	)		36.0
Gain on sale of RTS and Chattanooga		(0.5	)		-
Gain on sale of other businesses		-			(11.1	)
Other impairment adjustments		(4.8	)		(0.7	)
Gain on disposal of assets, net		(2.3	)		(1.7	)
Other, net		(2.0	)		0.7
Changes in operating assets and liabilities, net of acquisitions / divestitures:
Accounts receivable		181.5			284.9
Inventories		(25.7	)		(53.8	)
Other assets		(73.5	)		(64.3	)
Accounts payable		(23.5	)		(113.9	)
Income taxes		10.8			0.2
Accrued liabilities and other		(107.0	)		(211.0	)
Net cash provided by operating activities		275.0			265.9
Investing activities:
Capital expenditures		(247.3	)		(282.2	)
Cash paid for purchase of businesses, net of cash acquired		-			(853.5	)
Proceeds from settlement of Timber Note related to SPEs		860.0			-
Proceeds from corporate owned life insurance		3.1			2.2
Proceeds from sale of other businesses		0.5			25.9
Proceeds from sale of unconsolidated entities		1.0			-
Proceeds from currency forward contracts		-			23.2
Proceeds from sale of property, plant and equipment		8.3			4.5
Other, net		(0.2	)		(0.3	)
Net cash provided by (used for) investing activities		625.4			(1,080.2	)
Financing activities:
Additions to revolving credit facilities		-			20.8
Repayments of revolving credit facilities		-			(126.9	)
Additions to debt		102.3			1,527.9
Repayments of debt		(35.0	)		(648.8	)
Changes in commercial paper, net		(34.7	)		301.5
Other debt additions (repayments), net		16.5			(23.6	)
Repayment of Timber Loan related to SPEs		(774.0	)		-
Cash dividends paid to stockholders		(77.6	)		(70.0	)
Other, net		(1.5	)		2.0
Net cash (used for) provided by financing activities		(804.0	)		982.9
Effect of exchange rate changes on cash and cash equivalents, and restricted cash		(1.7	)		(5.7	)
Changes in cash and cash equivalents, and restricted cash in assets held-for-sale		-			(7.9	)
Increase in cash and cash equivalents and restricted cash		94.7			155.0
Cash and cash equivalents, and restricted cash at beginning of period		393.4			260.2
Cash and cash equivalents, and restricted cash at end of period	$	488.1		$	415.2
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net of refunds	$	19.3		$	28.6
Interest, net of amounts capitalized	$	93.2		$	68.1

WestRock Company
Condensed Consolidated Balance Sheets
In millions (unaudited)
	December 31,		September 30,
	2023		2023
Assets
Current assets:
Cash and cash equivalents	$	488.1	$	393.4
Accounts receivable (net of allowances of $58.6 and $60.2)		2,439.9		2,591.9
Inventories		2,391.3		2,331.5
Other current assets (amount related to SPEs of $0 and $862.1)		739.2		1,584.8
Assets held for sale		87.6		91.5
Total current assets		6,146.1		6,993.1
Property, plant and equipment, net		11,230.2		11,063.2
Goodwill		4,270.2		4,248.7
Intangibles, net		2,507.3		2,576.2
Prepaid pension asset		629.5		618.3
Other noncurrent assets (amount related to SPEs of $383.5 and $382.7)		1,962.9		1,944.2
Total Assets	$	26,746.2	$	27,443.7
Liabilities and Equity
Current liabilities:
Current portion of debt	$	462.3	$	533.0
Accounts payable		2,159.2		2,123.9
Accrued compensation and benefits		415.4		524.9
Other current liabilities (amount related to SPEs of $0 and $776.7)		931.9		1,737.6
Total current liabilities		3,968.8		4,919.4
Long-term debt due after one year		8,235.9		8,050.9
Pension liabilities, net of current portion		194.7		191.2
Postretirement medical liabilities, net of current portion		100.9		99.1
Deferred income taxes		2,254.4		2,433.2
Other noncurrent liabilities (amount related to SPEs of $330.7 and $330.2)		1,826.9		1,652.2
Total stockholders' equity		10,147.8		10,080.7
Noncontrolling interests		16.8		17.0
Total Equity		10,164.6		10,097.7
Total Liabilities and Equity	$	26,746.2	$	27,443.7

Definitions, Non-GAAP Financial Measures and Reconciliations

We calculate cost savings as the year-over-year change in certain costs incurred for manufacturing, procurement, logistics, and selling, general and administrative, in each case excluding the impact of economic downtime and inflation. Cost savings achieved to date may not recur in future periods, and estimates of future savings are subject to change.

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 additional meaningful financial information that may be relevant when assessing our ongoing 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 measures such as “Adjusted EBITDA” (a measure of performance the Company uses to evaluate segment results in accordance with Accounting Standards Codification 280 (“ASC 280”)), to evaluate our overall performance. Management believes that the most directly comparable GAAP measure to “Consolidated Adjusted EBITDA” is “Net (loss) 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, net, 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 in making financial, operating and planning decisions and when evaluating WestRock’s performance relative to other periods.

Adjusted EBITDA, a measure of segment performance in accordance with ASC 280, 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: restructuring and other costs, net, non-allocated expenses, interest expense, net, other (expense) income, net, gain on sale of RTS and Chattanooga and other adjustments - each as outlined in the table on page 7 (“Adjusted EBITDA”). The composition of Adjusted EBITDA is not addressed or prescribed by GAAP.

Adjusted Segment Sales and Adjusted EBITDA Margin, Excluding Trade Sales

WestRock uses the non-GAAP financial measures “Adjusted Segment Sales” and “Adjusted EBITDA Margin, 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 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 a profitability measure in accordance with ASC 280, 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, net, 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 in making financial, operating and planning decisions and when evaluating 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 (loss) income attributable to common stockholders and (Loss) earnings per diluted share, respectively.

Adjusted Net Debt

WestRock uses the non-GAAP financial measure “Adjusted Net Debt”. Management believes this measure provides WestRock’s board of directors, investors, potential investors, securities analysts and others with useful information to evaluate WestRock’s repayment of debt relative to other periods because it includes or excludes certain items management believes are not comparable from period to period. Management believes “Adjusted Net Debt” provides greater comparability across periods by adjusting for cash and cash equivalents, as well as fair value of debt step-up included in Total Debt that is not subject to debt repayment. WestRock believes that the most directly comparable GAAP measure is “Total Debt” which is the sum of the current portion of debt and long-term debt due after one year.

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 and dollars per share).

Reconciliations of Consolidated Adjusted EBITDA

	Three Months Ended
	Dec. 31, 2023			Dec. 31, 2022
Net (loss) income attributable to common stockholders	$	(22.4	)	$	45.3
Adjustments: (1)
Less: Net (loss) income attributable to noncontrolling interests		(0.3	)		1.5
Income tax expense		5.7			8.3
Other expense (income), net		4.7			(25.2	)
Interest expense, net		101.4			97.3
Restructuring and other costs, net		65.5			32.1
Gain on sale of RTS and Chattanooga		(0.5	)		-
Depreciation, depletion and amortization		381.8			373.2
Other adjustments		34.8			119.6
Consolidated Adjusted EBITDA	$	570.7		$	652.1

⁽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 December 31, 2023
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	(17.0	)	$	(5.7	)	$	(22.7	)
Restructuring and other costs, net		65.5			(16.2	)		49.3
Business systems transformation costs (2)		24.9			(6.1	)		18.8
Losses at closed facilities (2)		10.4			(2.5	)		7.9
Accelerated depreciation on certain
consolidated facilities		2.0			(0.5	)		1.5
Work stoppages (2)		1.8			(0.5	)		1.3
Gain on sale of airplane		(6.2	)		1.5			(4.7	)
Gain on sale of unconsolidated entities, net (2)		(1.0	)		0.2			(0.8	)
Gain on sale of RTS and Chattanooga		(0.5	)		0.2			(0.3	)
Other		0.3			(0.1	)		0.2
Adjusted Results	$	80.2		$	(29.7	)	$	50.5
Noncontrolling interests								0.3
Adjusted Net Income							$	50.8

(1)	The as reported results for Pre-Tax, Tax and Net of Tax are equivalent to the line items "(Loss) income before income taxes", "Income tax expense" and "Consolidated net (loss) income", respectively, as reported on the Consolidated Statements of Operations.
(2)	These footnoted items are the “Other adjustments” reported in the Segment Information table on page 7. The “Losses at closed facilities” line includes $1.3 million of depreciation and amortization.

	Three Months Ended December 31, 2022
	Pre-Tax			Tax			Net of Tax
As reported (1)	$	55.1		$	(8.3	)	$	46.8
Work stoppages (2)		41.6			(10.2	)		31.4
Loss on consolidation of previously held equity
method investment net of deferred taxes (2) (3)		46.8			(22.2	)		24.6
Restructuring and other costs		32.1			(7.8	)		24.3
Business systems transformation costs (2)		20.2			(4.9	)		15.3
Acquisition accounting inventory related adjustments (2)		8.5			(2.1	)		6.4
Losses at closed facilities (2)		2.5			(0.5	)		2.0
Gain on sale of two uncoated recycled
paperboard mills		(11.1	)		2.8			(8.3	)
Other (2)		0.5			(0.1	)		0.4
Adjusted Results	$	196.2		$	(53.3	)	$	142.9
Noncontrolling interests								(1.5	)
Adjusted Net Income							$	141.4

(1)	The as reported results for Pre-Tax, Tax and Net of Tax are equivalent to the line items "(Loss) income before income taxes", "Income tax expense" and "Consolidated net (loss) income", respectively, as reported on the Consolidated Statements of Operations.
(2)	These footnoted items are the “Other adjustments” reported in the Segment Information table on page 7. The “Losses at closed facilities” line includes $0.5 million of depreciation and amortization.
(3)	This item is the Mexico Acquisition non-cash loss primarily related to the non-cash write-off of prior foreign currency translation adjustments recorded in accumulated other comprehensive loss, as well as the difference between the fair value of the consideration paid and the carrying value of our prior ownership interest.

Reconciliations of Adjusted Earnings Per Diluted Share

	Three Months Ended
	Dec. 31, 2023			Dec. 31, 2022
(Loss) earnings per diluted share	$	(0.09	)	$	0.18
Restructuring and other costs, net		0.19			0.10
Business systems transformation costs		0.07			0.06
Losses at closed facilities		0.03			0.01
Accelerated depreciation on certain
consolidated facilities		0.01			-
Work stoppage costs		0.01			0.12
Loss on consolidation of previously held equity
method investment net of deferred taxes		-			0.09
Acquisition accounting inventory related
adjustments		-			0.02
Gain on sale of airplane		(0.02	)		-
Gain on sale of two uncoated recycled
paperboard mills		-			(0.03	)
Adjusted Earnings Per Diluted Share	$	0.20		$	0.55

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

Corrugated Packaging Segment
	Three Months Ended
	Dec. 31, 2023			Dec. 31, 2022
Segment sales	$	2,419.9		$	2,337.4
Less: Trade Sales		(86.5	)		(65.0	)
Adjusted Segment Sales	$	2,333.4		$	2,272.4
Adjusted EBITDA	$	327.8		$	329.4
Adjusted EBITDA Margin		13.5%			14.1%
Adjusted EBITDA Margin, excluding Trade Sales		14.0%			14.5%

Reconciliation of Total Debt to Adjusted Net Debt

	Dec. 31, 2023
Current portion of debt	$	462.3
Long-term debt due after one year		8,235.9
Total debt		8,698.2
Less:  Cash and cash equivalents		(488.1	)
Less:  Fair value of debt step-up		(152.2	)
Adjusted Net Debt	$	8,057.9

Contacts

Investors:
Robert Quartaro, 470-328-6979
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

 WestRockQ1 FY2024 Results  February 1, 2024 

 Cautionary Language  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 “Key Highlights”, “Continuing to Deliver Portfolio Improvements”, “Exceeding Cost Savings Targets; Strong Momentum for FY24 and Beyond”, “Q1 FY24 Corrugated Packaging Results”, “Q1 FY24 Consumer Packaging Results”, “Q1 FY24 Global Paper Results”, “Q1 FY24 Distribution Results”, “Q2 FY24 WestRock Guidance”, “Expecting Significant Demand Improvement in H2 FY24”, “Additional Guidance”, and “Estimated Key Commodity Q2 FY24 Consumption Volumes”, that give guidance or estimates for future periods.  Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and use words or phrases such as "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "prospects," "potential," “commit,” and "forecast," and other words, terms and phrases of similar meaning or refer to future time periods. Forward-looking statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions, risks and uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ materially from those contained in the forward-looking statement.   Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, such as developments related to pricing cycles and volumes; economic, competitive and market conditions generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and transportation, including from supply chain disruptions and labor shortages; intense competition; results and impacts of acquisitions, including operational and financial effects from the acquisition of the remaining stake in Grupo Gondi (the “Mexico Acquisition”), and divestitures; business disruptions, including from the occurrence of severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair, or public health crises; failure to respond to changing customer preferences and to protect our intellectual property; 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 information security 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 and retain qualified personnel, including as a result of the proposed business combination with Smurfit Kappa plc (the "Transaction"); risks associated with sustainability and climate change, including our ability to achieve our sustainability targets and commitments and realize climate-related opportunities on announced timelines or at all; our inability to successfully identify and make performance improvements and deliver cost savings and risks associated with completing strategic projects on 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 the proposed Transaction, including our ability to complete the Transaction on the anticipated timeline, or at all, restrictions imposed on our business under the Transaction agreement, disruptions to our business while the proposed Transaction is pending, the impact of management’s time and attention being focused on consummation of the proposed Transaction, costs associated with the proposed Transaction, and integration difficulties; risks related to our indebtedness, including increases in interest rates; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; 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); and additional impairment charges. Such risks and other factors that may impact forward-looking statements are discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2023, including in Item 1A “Risk Factors”, as well as 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. 

 Key Highlights  Sales and earnings in Q1 FY24  Net sales of $4.6 billion   Consolidated Adjusted EBITDA(1) of $571 million   Adjusted EPS(1) of $0.20 per share, negatively impacted by tax rate  Adjusted EBITDA headwinds YoY primarily related to industry pricing and demand for consumer packaging and paperboard  Realization of index price declines in Corrugated Packaging  Challenging pricing in Global Paper across containerboard and paperboard  Lower volumes in Consumer Packaging as several large customers reduced production/orders in December​  Portfolio optimization expected to drive enhanced margin profile  External containerboard shipments increased 21.9% YoY driven by recovery in exports  Consumer Packaging Adjusted EBITDA margin expanded 60 bps to 15.7%​  Achieved over $200 million in cost savings; expect to significantly exceed previously announced FY24 target of $300 to $400 million(2)  Executing asset improvement program to deliver attractive long-term returns   Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix  Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation  Adjusted EBITDA margin (excluding white top trade sales), a non-GAAP financial measure  Consolidated Adjusted EBITDA margin  Adjusted EBITDA $ in millions   Q1 fy24  Corrugated Packaging(3)  14.0%  Consumer Packaging  15.7%  Global Paper  12.9%  Distribution  3.1%  WestRock(4)  12.4%  Adjusted EBITDA Margins   Q1 fy24  Corrugated Packaging  $328  Consumer Packaging  $166  Global Paper  $118  Distribution  $9  WestRock  $571  Expect Significant Recovery in H2 FY24 Driven by Improving Economic Conditions, Implementation of Announced Price Increases and Seasonality 

 Packaging Delivering More for Customers and Consumers  Saving 200K lbs.   of Plastic Per Year  First bottler to implement WestRock solution  From Family Business   to National Brand  Automation helps boost   production by 250%  Iconic Design, Protected Product  Art + Science = an award-winning solution  A Colorful Approach to Packaging  Sharpie Ultimate Collection Pack wins awards for design and innovation  Coca-Cola bottler implementing WestRock’s PETCollar Shield Plus   Replaces plastic rings for multipack bottled beverages across its territory   Customer needed to increase production to meet 30-40% annual growth   End-to-end WestRock solution included process consultation, packaging, sourcing and automation   New nail polish collection needed innovative, sustainable packaging solution   WestRock created bold packaging that reduces use of plastic and offers superior strength and protection  Packaging design needed to showcase large quantity of markers to meet Sharpie's goals for cost, space efficiency and sustainability  WestRock's fiber-based solution meets Sharpie's goals and also won awards in design and innovation   PPC   2023 Excellence Award  PPC   2023 Excellence Award  In Innovation 

 Continuing to Deliver Portfolio Improvements  1) Source: Fishersolve  Mill Network  Converting Network  Closed three higher cost mills and two paper machines at fourth facility to improve cost structure  Removed 1.9 million tons of higher-cost production capacity  Reduced N.A. avg. corrugated mill costs by $12/ton    Completed Mexico Acquisition to increase exposure to attractive Latin America market and capture growth from on-shoring trends  Exited non-core substrates to prioritize capital towards higher-return projects  Maintained N.A. average mill cost per ton and average technical age competitive with U.S. public peers(1)  Opened new state-of-the-art corrugated box plant in Longview, WA    Announced consolidation of converting facilities to streamline operations; expected to deliver ~$85 million in annual savings when completed  Investing in new world-class corrugated converting facility in Pleasant Prairie, WI  Provides additional growth capacity and cost savings  Supports end-market strategy and margin improvement  Expected to provide attractive financial returns  Expected to open in 2025  Optimizing Portfolio to Enhance Margin Profile 

 Exceeding Cost Savings Targets; Strong Momentum for FY24 and Beyond(1)  6  Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation  Continued Cost  Savings Beyond  FY24  Expect to Significantly Exceed  Previously Announced Target with  over $200M Achieved in Q1  Positioned for Significant Earnings Growth as Market Recovers 

 Q1 FY24 WestRock Results  Highlights  Strong execution of cost savings initiatives with over $200 million saved in Q1(4)  Packaging Adjusted EBITDA margin(5) of 14.6% relatively stable YoY  Revenue impacted by flow-through of previously published price declines  Moderating input costs offset by wage and other inflation  Reduced economic downtime (EDT) in containerboard system to 26K tons with improved demand and footprint optimization  $ in Millions   Q1 fy24   Q1 FY23  Net Sales  $4,620  $4,923  Consolidated Adjusted EBITDA(1)  $571  $652  % Margin(1)  12.4%  13.2%  Capital Expenditures  $247  $282  Adjusted Free Cash Flow(1)  $126  $62  Consolidated Adjusted EBITDA | $ in Millions  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix  Includes economic downtime impact of $18 million and mill closures impact of $62 million  Includes the impact of Mexico Acquisition  Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation  Packaging Adjusted EBITDA margin is a non-GAAP financial measure and combines our Corrugated Packaging and Consumer Packaging segments and excludes white top trade sales. See the Appendix  $28  ($80)  $204  ($1)  ($179)  ($53)  (2)  (3) 

 $ in Millions  Q1 fy24   Q1 FY23  Segment Sales(1)(2)  $2,333  $2,272  Adjusted EBITDA  $328  $329  % Margin(1)(2)  14.0%  14.5%  Q1 FY24 Corrugated Packaging Results  Highlights  Total shipments (in tons) increased 10% YoY, including the Mexico Acquisition  Optimizing portfolio to drive enhanced margin profile  Strong execution of cost savings initiatives with over$65 million saved in Q1(5)  Moderating input costs partially offset by wages and other inflation  Relative strength in Produce/Ag and Protein; softness in Paper/Sheets, Healthcare and Industrial  Expect improving demand trends in H2 FY24  Excludes white top trade sales  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix  Includes positive economic downtime impact of $45 million and negative mill closures impact of $33 million  Includes the impact of the Mexico Acquisition  Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation  ($125)  Adjusted EBITDA | $ in Millions  ($3)  $11  $66  $12  $38  (3) 

 $ in Millions  Q1 fy24   Q1 FY23  Segment Sales  $1,059  $1,215  Adjusted EBITDA  $166  $183  % Margin  15.7%  15.1%  Q1 FY24 Consumer Packaging Results  Highlights  Strong price/mix continued to offset inflation  Expanded Adjusted EBITDA Margin 60 bps to 15.7%  Net organic sales volume declined 10% YoY, in line with AF&PA industry data(1)(2)  Strong execution of cost savings initiatives with ~$50 million saved in Q1(3)  Results impacted by RTS divestiture and realignment of certain operations in Latin America in FY23(4)  Expect improving demand trends in H2 FY24  ($37)  Adjusted EBITDA | $ in Millions  $29  ($21)  $49  ($30)  ($7)  Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix  AF&PA boxboard shipments for calendar Q4 2023  Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation  RTS Q1 FY23 results included $54 million of segment sales and $9 million of Adjusted EBITDA. In connection with the Mexico Acquisition, certain existing consumer converting operations in Latin America were moved to the Corrugated Packaging segment in FY23, in line with how we are managing the business. We did not recast prior year amounts under GAAP as they were not material ($38 million of segment sales and $4 million of Adjusted EBITDA in Q1 FY23) 

 $ in Millions  Q1 fy24  Q1 FY23  Segment Sales  $918  $1,124  Adjusted EBITDA  $118  $157  % Margin  12.9%  14.0%  Q1 FY24 Global Paper Results  Highlights  Domestic containerboard demand stabilized due to end of destocking   External containerboard shipments increased 21.9% YoY  Continued softness in paperboard, as reported in AF&PA industry data(2)  Strong execution of cost savings initiatives with over $100 million saved in Q1(3)  Q1 FY23 includes $27 million of net sales and $10 million of Adjusted EBITDA related to divested mills    Expect YoY volume growth in H2 FY24   ($4)  ($91)  $18  $102  ($2)  Adjusted EBITDA | $ in Millions  Includes economic downtime impact of $33 million and mill closures impact of $29 million  AF&PA boxboard shipments for calendar Q4 2023   Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation  (1)  ($62) 

 $ in Millions  Q1 fy24  Q1 FY23  Segment Sales  $290  $322  Adjusted EBITDA  $9  $11  % Margin  3.1%  3.4%  Q1 FY24 Distribution Results  Highlights  Strong execution of cost savings initiatives with $12 million saved in Q1(1)  Successfully implementing enhanced pricing strategy  Volume down due to decline in moving & storage and automotive businesses  Continue to execute commercial improvement program and cost savings initiatives to drive profitability  ($10)  Adjusted EBITDA | $ in Millions  $4  ($8)  $12  Cost savings reflect YoY change in certain costs incurred for manufacturing, SG&A, procurement and logistics, but exclude impact of economic downtime and inflation 

 Q2 FY24 WestRock Guidance(1)(2)  Q2 FY24 Sequential WestRock Guidance Details  Includes winter weather disruptions in January  Continued realization of published price declines  Improvement in consolidated volumes  Higher energy and recycled fiber  Relatively flat virgin fiber, chemicals and freight  Adjusted Effective Tax Rate of 28% - 30%(3)  Includes impact of portfolio optimization actions   Q2 FY24  Adjusted EPS(3)  $0.17 - $0.31  per share  Q2 FY24 Consolidated Adjusted EBITDA(3)  $550 - $600million  Guidance and outlook are based on WestRock as a standalone company and do not give effect to the proposed Transaction  Due to anticipated closing of the proposed Transaction in early July 2024 and requirements imposed in connection with certain regulatory submissions for subsequent period guidance, WestRock does not intend to provide financial guidance after Q2 FY24   Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix  Flat Sequential Guidance Consistent with H1 FY24 Expectations, Anticipating Significant Improvement in H2 FY24 

 Expecting Significant Demand Improvement in H2 FY24  Improving economic conditions and seasonality expected to support improved demand   Employment remains strong  Inflation continues to moderate  Customer inventory to sales ratios have normalized  Disposable income growth is exceeding inflation  Industry U.S. corrugated box shipments forecasted to grow 4.6%(1)   Executing announced price increases across several substrates  Antidumping tariffs implemented in January 2024 anticipated to support kraft paper business  Consumer packaging and paperboard volumes expected to significantly strengthen  Sequential improvement anticipated in Latin America  Source: Fastmarkets RISI 

 Creating Value  Leveraging the power of one WestRock to deliver unrivaled solutions to our customers  Innovating with focus on sustainability and growth  Relentless focus on margin improvement and increasing efficiency  Executing disciplined capital allocation 

 Appendix  15 

 Corrugated Packaging  Consumer Packaging  Q1 Year Over Year Bridges(1)Adjusted EBITDA ($ in Millions)  Distribution  Global Paper  ($3)  ($4)  ($125)  $11  $66  $12  $38  ($91)  $18  $102  ($62)  See footnotes on slides 8, 9, 10 and 11  ($37)  $29  ($21)  $49  ($30)  ($7)  ($10)  $4  $12  ($8)  ($2) 

 Q2 FY24 Guidance(1)  Additional Guidance  17  Q2 FY24 Guidance  Depreciation & Amortization  Approx. $373 million  Net Interest Expense  Approx. $118 million  Effective Adjusted Tax Rate(2)  28% - 30%  Diluted Shares Outstanding  Approx. 259 million  Mill Maintenance Downtime Schedule (tons in thousands)  Q1  Q2  Q3  Q4  Full Year  FY24 Maintenance  157  91  185  116  549  FY23 Maintenance  184  156  140  27  507  FY22 Maintenance  198  132  62  50  442  Maintenance(3)  Guidance and outlook are based on WestRock as a standalone company and do not give effect to the proposed Transaction  Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix  Reflects estimates for Q2, Q3, Q4, and full year FY24 

 Estimated Key CommodityQ2 FY24 Consumption Volumes  18  Commodity Category  Volume  Approx. EPS Impact of  5% Price Increase  Virgin Fiber (tons millions)  7  ($0.04)  Recycled Fiber (tons millions)  1  ($0.02)  Natural Gas (MMBtu millions)   22  ($0.01)  Electricity (kwh billions)  2  ($0.01)  Diesel(2) (gallons millions)  20  ($0.01)  Starch (tons thousands)  66  ($0.01)  Caustic Soda (tons thousands)  55  <($0.01)  Latex (tons thousands)  20  <($0.01)  Internal Sizing (tons thousands)  8  <($0.01)  Sodium Chlorate (tons thousands)  21  <($0.01)  Coal (tons thousands)  74  <($0.01)  Sulfuric Acid (tons thousands)  52  <($0.01)  Category  Change  Approx. EPS Impact  FX Translation Impact  +10% USD Appreciation  <($0.01)  Sensitivity Analysis(1)  Sensitivity analysis is based on WestRock as a standalone company and does not give effect to the proposed Transaction  Excludes operations acquired in the Mexico Acquisition 

 Shipment Data(1)  19  Quantities may not sum due to trailing decimals  Excludes Mexico  Revised FY23 N.A. Corrugated Packaging in Q4 FY23  Latin America data includes operations acquired in the Mexico Acquisition 

 Non-GAAP Financial Measures  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 overall performance since it excludes restructuring and other costs, impairment of goodwill and mineral rights, 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 in making financial, operating and planning decisions and when evaluating our performance related to other periods. We believe the most directly comparable GAAP measure is “Diluted (loss) earnings per share”.  Adjusted Operating Cash Flow and Adjusted Free Cash Flow  We use the non-GAAP financial measures “Adjusted Operating Cash Flow” and “Adjusted Free Cash Flow” because we believe these measures provide our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our overall 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”.   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 measures in making financial, operating and planning decisions and when evaluating our performance related to other periods. We believe that our management, board of directors, investors, potential investors, securities analysts and others use these measures to evaluate our overall performance. Management believes that the most directly comparable GAAP measure to “Consolidated Adjusted EBITDA” is “Net (loss) 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.  Packaging Adjusted EBITDA Margin  “Packaging Adjusted EBITDA Margin” is a non-GAAP financial measure and consists of the sum of “Corrugated Packaging segment Adjusted EBITDA” and “Consumer Packaging segment Adjusted EBITDA” divided by the sum of “Corrugated Packaging segment sales (excluding trade sales)” and “Consumer Packaging segment sales”.   Consumer Packaging Net Organic Sales Volume  “Consumer Net Organic Sales Volume” is a non-GAAP financial measure and is computed by subtracting the revenue impact of transferred operations, acquisitions, divestitures, price/mix and foreign exchange rate fluctuations from “Segment 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, with Wells Fargo as administrative agent. While the Leverage Ratio under our credit agreement determines the credit spread on our debt, we are not subject to a leverage ratio cap. 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. See calculations on slide 27 for each of these ratios as of December 31, 2023.  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. 

 Reconciliation of Net Income (Loss) to Consolidated Adjusted EBITDA  21  Schedule adds back expense or subtracts income for certain financial statement and segment footnote items to compute Consolidated Adjusted EBITDA 

 Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation  22  The as reported results for Pre-Tax, Tax and Net of Tax are equivalent to the line items "(Loss) income before income taxes", "Income tax expense" and "Consolidated net (loss) income", respectively, as reported on the Consolidated Statements of Operations  These footnoted items are the “Other adjustments” reported in the Segment Information table on page 7 of our earnings release. The “Losses at closed facilities” line includes $1.3 million of depreciation and amortization 

 Reconciliation of Corrugated Packaging Adjusted EBITDA Margin  23 

 Reconciliation of Packaging Adjusted EBITDA  24 

 Adjusted Operating Cash Flow and Adjusted Free Cash Flow Reconciliation  25 

 Reconciliation of Consumer Packaging Net Organic Sales Volume  26 

 TTM Credit Agreement EBITDA  TTM Credit Agreement EBITDA and Leverage Ratio  27  Total Debt, Funded Debt and Leverage Ratios  Additional Permitted Charges primarily include goodwill impairment, restructuring and other costs, and certain non-cash and other items as allowed under the revolving credit agreement referenced in slide 20 

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Document and Entity Information	Feb. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 01, 2024
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