2023-Annual-Report-and-2024-Proxy-Statement.pdf

Annual Report and

2024 Proxy Statement

WestRock 2023 Annual Report and 2024 Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE:

9:00 a.m., Eastern Time, on

Friday, January 26, 2024

PLACE:

Online via webcast at

www.virtualshareholdermeeting.com/WRK2024 *

*There will not be a physical location for the 2024 annual meeting

ITEMS OF BUSINESS:

Proposals Board Recommendation

(1) To elect 12 directors named in this Proxy Statement

FOR EACH NOMINEE

(2) To hold an advisory vote to approve executive compensation FOR

(3) To ratify the appointment of Ernst & Young LLP to serve as our independent registered

public accounting firm for fiscal 2024

FOR

In addition, we will transact any other business that properly comes before the meeting or any adjournment or

postponement of the meeting.

WHO MAY VOTE:

You may vote if you were a holder of our common stock as of the close of business on December 4, 2023.

HOW TO VOTE IN ADVANCE OF THE MEETING:

There are three ways for registered stockholders to vote in advance of the meeting:

(1) By Internet: Go to www.proxyvote.com or scan the QR barcode on your proxy card and follow the instructions.

(2) By Phone: Call 1-800-690-6903.

(3) By Mail: Complete, sign and return the proxy card by mail.

Beneficial holders of our stock should review the information provided by their bank, broker or other nominee in order to

provide voting instructions.

To vote during the meeting, go to www.virtualshareholdermeeting.com/WRK2024 and follow the instructions.

DATE THESE PROXY MATERIALS WERE FIRST MADE AVAILABLE:

December 13, 2023

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MESSAGE FROM OUR PRESIDENT AND CEO

Dear Fellow Shareholders:

As we reflect on fiscal 2023, I want to thank you for your continued trust in, and support of,

WestRock. The WestRock team remained steadfast and delivered strong results despite

unprecedented market conditions, demonstrating the power and resilience of our diversified

portfolio, solutions and scale.

I’m incredibly proud of the progress we made in the past year as we worked to deliver for our

customers and our shareholders. We improved our integrated packaging revenue and

margins and recently increased our dividend by an additional 10%. Following our acquisition

of the remaining equity interest in our former joint venture in Mexico in D ecember 2022, we

used our strong cash flow to reduce our total debt by $879 million, supporting our

commitment to improve our leverage.

Strategic Transformation Initiatives

We also made significant progress on our transformation journey in fiscal 2023 – investing

in attractive markets and locations, streamlining our footprint and prioritizing capital on the

highest return projects. We exceeded our cost savings expectations compared to fiscal

2022, exiting fiscal 2023 with greater than $450 million in run-rate savings.

Our Mexico acquisition increases our exposure to the attractive Latin America market and brings us closer to our

multinational customers. We also invested $1.1 billion in capital expenditures, including the construction of our new,

state-of-the-art corrugated box plant in Longview, Washington. In parallel, we closed two higher cost mills and two paper

machines at a third facility and sold our uncoated recycled paperboard mills and stakes in multiple non-strategic joint

ventures. These actions are tangible examples of our ongoing efforts to improve our operations and focus on the most

strategic markets for growth in the future.

Leadership in Innovation and Sustainability

Innovation and sustainability are fundamental to our business, and we strengthened our leadership role in these areas

during fiscal 2023. We recently received six Paperboard Packaging Council awards for excellence in packaging design,

sustainability and innovation. We were also recipients of the World Star Global Packaging Award in partnership with Asahi

Breweries and the Asia Star Award together with Singha beer – both for our CanCollar

family of multipack can solutions,

which can be designed to enable brands to transition from single-use plastic rings to a recyclable paperboard solution.

In addition, we earned a spot on the coveted Dow Jones Sustainability Index for North America for the third consecutive

year, while also being named by Newsweek as one of America’s Most Responsible Companies and Barron’s 100 Most

Sustainable U.S. Companies. Our most recent Sustainability Report highlights the meaningful progress we’ve made across

a range of sustainability commitments and targets – from advancing sustainable forestry and our science-based target to

reduce greenhouse gas emissions to driving safety and diversity and inclusion efforts in our workforce.

We already have an impressive renewable energy profile with approximately 70% of our total energy needs met with

renewable biomass. In fiscal 2023, we worked to expand our use of renewable energy by entering into two virtual power

purchase agreements with ENGIE North America, a recognized leader in the renewable energy space. The agreements

support two new solar projects based in Texas and are a component of our strategy to achieve our science-based target.

Looking Ahead

In September 2023, we announced a proposed business combination with Smurfit Kappa Group that is designed to create a

company with unparalleled scale and geographic reach in the most attractive packaging markets. I look forward to updating

you on our progress on this business combination in the future.

As this work moves forward, I am confident in WestRock’s strategy and our team, and we remain focused on growing our

company, serving our customers and being an outstanding workplace for our team members.

On behalf of the Board of Directors, thank you for your ongoing partnership.

Sincerely,

David B. Sewell

President and Chief Executive Officer

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TABLE OF CONTENTS

PROXY STATEMENT SUMMARY AND

RELATED MATTERS

Fiscal 2023 Business Highlights 1

Annual Meeting Information 1

Annual Meeting Agenda 1

Director Nominees 2

Governance Highlights 3

Compensation Highlights 4

Sustainability Highlights 5

BOARD AND GOVERNANCE MATTERS 7

Item 1. Election of Directors

Governance Framework 7

Board Composition 8

Board Operations 15

Director Compensation 19

Certain Relationships and Related Person

Transactions 20

Communicating with the Board 21

COMPENSATION MATTERS 22

Item 2. Advisory Vote to Approve Executive

Compensation

COMPENSATION DISCUSSION AND ANALYSIS 23

Executive Summary 23

Business Highlights and Key Accomplishments –

Fiscal 2023 23

Compensation Decision-Making Framework 25

Compensation Elements 28

Severance and Change in Control Arrangements 34

Other Compensation Practices and Policies 36

Compensation Committee Report 36

Compensation Committee Interlocks and Insider

Participation 37

EXECUTIVE COMPENSATION TABLES 38

Fiscal 2023 Summary Compensation Table 38

All Other Compensation Table for Fiscal 2023 39

Grants of Plan-Based Awards in Fiscal 2023 40

Outstanding Equity Awards at Fiscal 2023 Year-End 41

Option Exercises and Stock Vested During Fiscal

2023 42

Retirement Plans 42

Fiscal 2023 Nonqualified Deferred Compensation 43

Potential Payments Upon Termination or Change in

Control 43

CEO PAY RATIO 45

PAY VERSUS PERFORMANCE 46

AUDIT MATTERS 51

Item 3. Ratification of Appointment of Ernst &

Young LLP for Fiscal 2024

Report of the Audit Committee 51

Fees of the Independent Registered Public

Accounting Firm 52

Pre-Approval Policies and Procedures 52

Other Information 52

OTHER IMPORTANT INFORMATION 53

Beneficial Ownership of Common Stock 53

Stockholder Proposals or Director Nominations for

2025 Annual Meeting 54

Annual Report on Form 10-K 54

Frequently Asked Questions 54

Cautionary Language Regarding Forward-Looking

Statements 57

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Proxy Statement Summary and Related Matters

PROXY STATEMENT SUMMARY AND RELATED MATTERS

This summary highlights information contained elsewhere in this Proxy Statement, as well as certain other information that

our stockholders may wish to consider prior to making a voting decision. You should read this entire Proxy Statement

carefully before voting.

FISCAL 2023 BUSINESS HIGHLIGHTS

WestRock Company (the “Company” or “we”) provides innovative, sustainable, fiber-based packaging solutions for

consumer and corrugated packaging markets. Our community of more than 55,000 team members supports customers

around the world from locations in North America, South America, Europe, Asia and Australia. Our extensive network of

mills and converting and recycling facilities, our capabilities in automation technology and materials science, and our legacy

in sustainable forestry position us to imagine and deliver on the promise of a sustainable future.

We believe fiber-based packaging, the core of our business and sustainability platform, plays a central role in replacing

plastic and advancing a more circular economy. We partner with customers to deliver real value. We’re a partner that strives

to provide competitive advantages, deliver consistent quality and superior service, and fuel innovation to foster sustainable

growth. We are building on our long history of sustainability leadership and innovation, including breakthroughs that have

revolutionized packaging design and retail solutions. We also remain committed to innovation to support future growth and

sustainability for our business and our customers.

During fiscal 2023, we significantly advanced our strategic transformation initiatives and continued to achieve recognition for

development and commercialization of innovative and sustainable products. We delivered net sales of $20.3 billion, improved

our integrated packaging revenue and margins and generated net cash from operating activities of $1.8 billion, despite

unprecedented market conditions. Following our acquisition of the remaining equity interest in our former joint venture in Mexico

in December 2022 (the “Mexico Acquisition”), we used our strong cash flow to reduce our total debt by $879 million.

Throughout the year, we improved our asset base through the closure of higher cost facilities and paper machines and

other facility consolidation and invested $1.1 billion in capital expenditures, accelerating our asset recapitalization program

to drive productivity. We exceeded our cost-savings target in fiscal 2023 and exited fiscal 2023 with greater than

$450 million in run-rate savings. In addition, the Mexico Acquisition builds capability to capture on-shoring trends and

growth in the attractive Latin America market. Delivering on our commitment to streamline our portfolio and prioritize

profitable growth, we also exited non-core assets and sold our stakes in multiple non-strategic joint ventures. We remain

focused on driving profitable growth and delivering additional cost savings in fiscal 2024.

In mid-September 2023, we announced the proposed business combination of WestRock and Smurfit Kappa Group plc, a

public limited company incorporated in Ireland (“Smurfit Kappa”), to create Smurfit WestRock, a global leader in sustainable

packaging, pursuant to a transaction agreement (the “Transaction Agreement”) with Smurfit Kappa, Cepheidway Limited (to

be renamed Smurfit WestRock plc), a private limited company incorporated in Ireland (“ListCo”), and Sun Merger Sub, LLC,

a Delaware limited liability company and a wholly owned subsidiary of ListCo (“Merger Sub”). The Transaction Agreement

provides, among other things, that subject to the satisfaction or waiver of specified conditions, Smurfit Kappa will become a

wholly owned subsidiary of ListCo and Merger Sub will merge with and into WestRock, with WestRock surviving the

transaction as a wholly owned subsidiary of ListCo (the “Transaction”).

The Transaction is expected to close in the second calendar quarter of 2024, conditional upon regulatory approvals,

stockholder approvals and satisfaction of other closing conditions. Following completion of the Transaction, former Smurfit

Kappa shareholders are expected to hold approximately 50.4% of ListCo and our former stockholders are expected to hold

approximately 49.6% of ListCo, respectively, based on the number of shares outstanding of both Smurfit Kappa and

WestRock as of the announcement date .

ANNUAL MEETING INFORMATION

Time and Date 9:00 a.m., Eastern Time, on Friday, January 26, 2024

Location Online via webcast at

www.virtualshareholdermeeting.com/WRK2024

Record Date December 4, 2023

ANNUAL MEETING AGENDA

Proposals Board Recommendation Page

(1) Election of 12 Directors Named in this Proxy Statement FOR EACH NOMINEE 7

(2) Advisory Vote to Approve Executive Compensation

FOR 22

(3) Ratification of Appointment of Ernst & Young LLP for Fiscal 2024

FOR 51

WestRock Company 2024 Proxy Statement 1

Proxy Statement Summary and Related Matters

DIRECTOR NOMINEES

Name and Background Age

Director

Since

Other

Public

Boards Standing Committees

COLLEEN F. ARNOLD

Independent Director

Former Senior Vice President, Sales and Distribution,

International Business Machines Corporation

66 2018 0

• Compensation

• Executive

• Finance (Chair)

TIMOTHY J. BERNLOHR

Independent Director

Managing Member,

TJB Management Consulting, LLC

64 2015 1

• Audit

• Compensation (Chair)

• Executive

J. POWELL BROWN

Independent Director

President and CEO, Brown & Brown, Inc.

56 2015 1

• Compensation

• Governance

TERRELL K. CREWS

Independent Director

Former Executive Vice President, CFO,

Monsanto Company

68 2015 1

• Audit (Chair)

• Executive

• Finance

RUSSELL M. CURREY

Independent Director

President, Boxwood Capital, LLC

62 2015 0

• Audit

• Finance

SUZAN F. HARRISON

Independent Director

Former President, Global Oral Care,

Colgate-Palmolive Company

66 2020 2

• Audit

• Governance

GRACIA C. MARTORE

Independent Director

Former President and CEO, TEGNA Inc.

72 2015 2

• Audit

• Finance

JAMES E. NEVELS

Independent Director

Former Chairman, The Hershey Company

71 2015 0

• Compensation

• Executive

• Governance (Chair)

E. JEAN SAVAGE

Independent Director

President and CEO, Trinity Industries, Inc.

59 2022 1

• Audit

• Compensation

DAVID B. SEWELL

President and CEO, WestRock Company

55 2021 1 • Executive

DMITRI L. STOCKTON

Independent Director

Former Senior Vice President and Special Advisor

to the Chairman, General Electric Company

59 2022 3

• Audit

• Finance

ALAN D. WILSON

Independent Chair

Former Chairman and CEO,

McCormick & Company, Inc.

66 2015 1

• Executive (Chair)

• Finance

• Governance

2 WestRock Company 2024 Proxy Statement

Proxy Statement Summary and Related Matters

GOVERNANCE HIGHLIGHTS

We believe good corporate governance supports long-term value creation for our stockholders, and our corporate

governance framework supports independent oversight and accountability. Our Board of Directors (the “Board”) is led by an

independent Chair, Alan D. Wilson.

Independent Oversight Accountability

• Eleven of 12 director nominees are independent, with three

independent directors added in the last five years

•

Independent Chair with clearly delineated responsibilities

• All independent standing committees (other than Executive

Committee)

• Regular executive sessions for Board and committee

meetings

• Director retirement age of 72, which the Board has waived in

exceptional circumstances

• Annual election of all directors

• Majority voting in uncontested elections

• Annual Board and committee self-evaluations

• Annual advisory vote on executive compensation

• Robust stock ownership and retention guidelines for Board

and designated executives; anti-hedging and anti-pledging

policy in place

• Over-boarding policy with numerical limits that are regularly

reviewed and publicly disclosed in our Corporate Governance

Guidelines (the “Governance Guidelines”)

Board Refreshment

The Board is composed of experienced members who are diverse with respect to background, skills, experiences, gender,

race and ethnicity, which facilitates the effective oversight of our strategy and management.

Global Business Experience

Capital Allocation Experience

Consumer Packaged

Goods Experience

M&A Experience

Paper & Packaging Experience

Enterprise Risk

Management Experience

Financial Expertise

Manufacturing Experience

Experience with Scale

Public Company CEO Experience

Sustainability Experience

Public Company Board Experience

Innovation Experience

We recognize the importance of board refreshment. As a result of the Board’s robust refreshment process, the Board

currently includes four directors with less than five years of service on the Board (two of whom joined the Board in 2022).

These additions demonstrate the Board’s commitment to refreshment with independent nominees who provide perspectives

and experience to advance our business strategy.

We also recognize and value the importance of board diversity. In 2020, the Board adopted the WestRock Company

Diversity Search Policy, pursuant to which we include qualified female and racially or ethnically diverse candidates on the

initial lists of candidates from which new management-supported director nominees recruited from outside the Company are

chosen by the Board.

WestRock Company 2024 Proxy Statement 3

Proxy Statement Summary and Related Matters

Pursuant to the Governance Guidelines, directors must retire when they reach age 72, provided that they may continue to

serve thereafter until the next annual or special meeting of stockholders at which directors are to be elected. However, the

Board, on the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”),

has determined it is appropriate to waive the retirement age with respect to Ms. Martore until our 2025 annual meeting of

stockholders after considering her extensive qualifications and valuable, ongoing contributions to the Board. As the former

chair of the Audit Committee and the chair of the independent Transaction Committee created expressly to oversee all

aspects of the Transaction, Ms. Martore has played and continues to play a crucial leadership role on the Board. Her

ongoing service will enable the Board to continue to function efficiently and effectively over the next year as we prepare for

the Transaction.

Human Capital Management

The Board believes that effective talent development and human capital management are important to our success, and our

Governance Guidelines expressly identify the Board’s oversight role with respect to our strategies related to human capital

management. In fiscal 2023, the Board and its committees engaged with senior management, including our Chief Human

Resources Officer, across a broad range of human capital management topics, such as safety, culture, succession planning

and development, compensation and benefits, employee recruitment and retention and diversity, equity, inclusion, and

belonging (“Diversity and Inclusion”).

Environmental, Social and Governance Oversight

The charter of the Governance Committee provides that one of its principal duties and responsibilities is to oversee our

policies, strategies and programs related to environmental, social and governance (“ESG”) matters, including sustainability.

The Governance Committee increased the cadence of its meetings to four times per year beginning in fiscal 2023, which

has expanded the frequency with which ESG and sustainability topics are discussed with the Governance Committee. In

addition, the Governance Committee continues to identify sustainability experience as one of the important areas of

experience for directors to possess collectively in light of our business strategy.

6/12 directors have

sustainability experience

In addition to Board-level oversight, we have robust management-level oversight of sustainability matters. WestRock’s

executive leadership team is responsible for establishing our sustainability strategy, including with respect to climate-related

issues. Our Senior Vice President of Strategy and Sustainability, who reports to our President, Global Paper, is responsible

for providing guidance on our sustainability approach, helping to link our sustainability and business initiatives and driving

implementation of our sustainability strategy throughout the organization in collaboration with other executives. Our Vice

President, Sustainability, manages day-to-day implementation of this strategy. In addition to our sustainability executives,

we have established cross-functional groups within the organization to facilitate ongoing refinement and execution of our

sustainability strategy, develop plans to achieve our sustainability targets and embed our sustainability targets into our

operations. These groups include representatives from our product stewardship, environmental, innovation, engineering,

manufacturing, finance, legal and communications groups.

Stockholder Engagement

Stockholder engagement is a key pillar of our corporate governance framework. We conduct year-round, proactive

stockholder engagement to ensure that management and the Board understand and consider the issues that matter most to

our stockholders. We provide regular updates regarding our financial performance and strategic actions to the investor

community through our participation in investor conferences, earnings calls, one-on-one meetings and educational investor

and analyst conversations. We also communicate with stockholders and other stakeholders through our filings with the

Securities and Exchange Commission (the “SEC”), sustainability reports, press releases and website.

In addition to our regular engagement initiatives, we conducted an outreach program in the summer and fall of 2023. As part

of this process, we met virtually or initiated contact with stockholders representing more than 60% of our outstanding

shares. These discussions included various members of our senior management team. The topics discussed included our

approach to human capital management, including Diversity and Inclusion, and compensation, corporate governance,

sustainability and various related goals and initiatives.

COMPENSATION HIGHLIGHTS

Our executive compensation policies and programs are a strategic tool designed to drive stockholder value creation by

attracting, retaining and motivating highly effective leaders committed to the successful execution of our business strategy.

We believe our short-term and long-term incentive programs are aligned to the competitive market and appropriately

balanced, reinforcing both near-term and longer-term results, while also encouraging prudent decision-making and effective

risk management.

4 WestRock Company 2024 Proxy Statement

Proxy Statement Summary and Related Matters

Pay for Performance

Our executive compensation program is based on a pay-for-performance model. In fiscal 2023:

100% of our named executive officers’ (“NEOs”) short-term incentive program (“STIP”) goals were tied to

Company performance, as measured by Consolidated Adjusted EBITDA, Adjusted Revenue and Adjusted Free

Cash Flow Per Share metrics; and

75% of our NEOs’ long-term incentive program (“LTIP”) award value was tied to Company performance, as

measured by Adjusted Earnings per Share (“EPS”), Adjusted Return on Invested Capital (“ROIC”) and relative

Total Shareholder Return (“TSR”) metrics over a three-year performance period.

Pay at Risk

The Compensation Committee structures our NEOs’ compensation such that a significant portion is at-risk. We believe this

allocation of variable target compensation aligns with our pay-for-performance philosophy and motivates our executive

officers to focus on business growth and the creation of long-term value for our stockholders. As noted below, in fiscal 2023,

90% of target total compensation for Mr. Sewell was at-risk, and only 10% of his compensation was fixed, providing a strong

link between his target total compensation and our financial and operating results. An average of 76% of target total

compensation for the other NEOs was at-risk in fiscal 2023.

FISCAL 2023 CEO COMPENSATION MIX FISCAL 2023 AVERAGE OTHER NEO

COMPENSATION MIX

56%

PSUs

19%

RSUs

10%

Base Salary

15%

STIP

90%

Pay at Risk

40%

PSUs

14%

RSUs

24%

Base Salary

22%

STIP

76%

Pay at Risk

SUSTAINABILITY HIGHLIGHTS

Sustainability has long been an important aspect of our business, and we have increased our sustainability ambitions in

alignment with customer and market trends. We organize our efforts around three sustainability pillars: Innovating for Our

Customers and Their Customers, Bettering the Planet and Supporting People and Communities. In May 2023, we released

our Sustainability Report for fiscal 2022. Below, we summarize our targets and important progress related to them as of the

end of fiscal 2022.

• Innovating for Our Customers and Their Customers – We root our innovation efforts in megatrends and key forces

that will shape our industry and business over the next decade, including replacing plastic with fiber-based solutions,

driving more efficient use of materials through automation and design, and increasing recyclability, compostability

and reusability of our packaging formats.

Target: 100% of our packaging products to be recyclable, compostable or reusable by 2025

Progress: 97.8% of our packaging products were recyclable, compostable or reusable at the

end of fiscal 2022

•

Bettering the Planet – We aim to champion sustainable forestry and act as responsible stewards of the environment.

We seek to execute on this vision in many aspects of our business, including greenhouse gas emissions (“GHG”)

reduction, responsible fiber sourcing, and water stewardship.

Target: Achieve a validated science-based target to reduce our Scope 1, Scope 2 and certain

Scope 3 GHG emissions by 27.5% by 2030 against a fiscal 2019 baseline, aligned to a well

below two-degree Celsius ambition

Progress: 5.6% total reduction in Scope 1 and Scope 2 GHG emissions from fiscal 2019

baseline and collecting data for Scope 3 emissions inventory

WestRock Company 2024 Proxy Statement 5

Proxy Statement Summary and Related Matters

Target: Lead in water stewardship by (i) committing $15 million to community projects that

protect and benefit freshwater resources, working forests and biodiversity through 2030, (ii)

enhancing water management systems at all mills by the end of 2030, as part of an effort to

reduce our water intake by 15% by 2030 from a fiscal 2019 baseline, and (iii) launching a global

employee education campaign in 2023 emphasizing the importance of responsible water use

Progress: Vetting partners for proposed community projects while reducing water intake by

1.1% from a fiscal 2019 baseline and establishing a project plan for the 2023 water

stewardship campaign

Target: Promote sustainable forestry by (i) sourcing 100% of virgin fiber from responsibly

managed forests, (ii) investing in the future of sustainable forestry by supporting certification

of 1.5 million acres of forestland to recognized forest management standards by 2030, and

(iii) engaging with 10,000 private landowners and their stakeholders to provide education,

guidance and support for sustainable management of their forestlands by 2030

Progress: In addition to sourcing 100% of virgin fiber from responsibly managed forests, we

have supported certification of more than 457,000 acres of forestland and engaged with

5,550 private landowners since fiscal 2019

• Supporting People and Communities – Our community of more than 55,000 team members lives and works in more

than 300 locations in 30 countries around the world. We seek to be the employer of choice, with a culture that puts

people first, emphasizes safety and fosters a diverse, inclusive and engaged workplace. We strive to create an

environment where all team members feel a sense of belonging and can do their best work.

Target: Strive to eliminate life-changing events and achieve a year-over-year reduction in

severe injuries as measured by lost workday rate

Progress: Reduced life-changing events at WestRock from four in fiscal 2021 to two during

fiscal 2022, while lost workdays increased 0.8% through the end of fiscal 2022*

Target: Invest in programs and systems to advance our leadership in Diversity and Inclusion

for our team members, customers, industry and communities

Progress: Expanded partnerships with historically black colleges and universities and

continued investments in diversity-focused external professional programs, with emphasis on

women and people of color; improved gender and ethnic diversity representation in executive

and management positions*; spent more than $1 billion with small and diverse-owned

businesses in fiscal 2022

Target: Invest to reduce barriers to technical education and skills, inspiring careers in modern

manufacturing by providing access to training for one million individuals by 2030

Progress: Supported more than 330,000 learners since fiscal 2019

These targets and our work to advance them are described in more detail in our 2022

Sustainability Report, published in May 2023, which we prepared in accordance with

the Global Reporting Initiative (“GRI”) 2021 Universal Standards and relevant Topic

Standards Option. The topics discussed above and within our 2022 Sustainability

Report may not be considered material for SEC reporting purposes. The report

includes a crosswalk to relevant Sustainability Accounting Standards Board (“SASB”)

disclosure topics and an index of climate information informed by the Task Force on

Climate-related Financial Disclosures (“TCFD”) framework and is available through

our website at https://www.westrock.com/sustainability. Neither the report nor any

portion of our website, including our conso lidated EEO-1 Reports, is incorporated by

reference into this Proxy Statement and should not be considered part of this or any

other report that we file with or furnish to the SEC.

As part of our commitment to

transparency, and based on

feedback from external stakeholders,

we publish in the sustainability

section of our website our

consolidated EEO-1 Reports as

submitted to the U.S. Equal

Employment Opportunity

Commission.

* For information regarding progress with respect to this target in fiscal 2023, see “Compensation Matters – Compensation Discussion and

Analysis – Compensation Elements – Short-Term Incentive Program”.

6 WestRock Company 2024 Proxy Statement

Board and Governance Matters

BOARD AND GOVERNANCE MATTERS

ITEM 1. ELECTION OF DIRECTORS

What am I voting on? Stockholders are being asked to elect each of the 12 director nominees named in this Proxy

Statement to hold office until the annual meeting of stockholders in 2025 and until his or her successor is elected and

qualified

Voting Recommendation:

FOR the election of each of the 12 director nominees named in this Proxy Statement

Vote Required: A director will be elected if the number of shares voted FOR that director nominee exceeds the

number of shares voted AGAINST that director nominee

Broker Discretionary Voting Allowed? No, broker non-votes have no effect

Abstentions: No effect

GOVERNANCE FRAMEWORK

Our governance framework facilitates independent oversight and accountability. All of our corporate powers are exercised

by or under the authority of the Board, and our business and affairs are managed under the direction of the Board, subject

to limitations and other requirements in our charter documents or in applicable statutes, rules and regulations, including

those of the SEC and the New York Stock Exchange (the “NYSE”).

Independent Oversight Accountability

• Eleven of 12 director nominees are independent, with three

independent directors added in the last five years

• Independent Chair with clearly delineated responsibilities

• All independent standing committees (other than Executive

Committee)

• Regular executive sessions for Board and committee

meetings

• Director retirement age of 72, which the Board has waived in

exceptional circumstances

• Annual election of all directors

• Majority voting in uncontested elections

• Annual Board and committee self-evaluations

• Annual advisory vote on executive compensation

• Robust stock ownership and retention guidelines for Board

and designated executives; anti-hedging and anti-pledging

policy in place

• Over-boarding policy with numerical limits that are regularly

reviewed and publicly disclosed in our Governance

Guidelines

Our governance framework is described in the key governance documents listed below, each of which is reviewed by the

Board at least annually, except for our Bylaws (as defined below) and certificate of incorporation, which are reviewed

periodically:

• Amended and Restated Certificate of Incorporation

• Second Amended and Restated Bylaws (our “Bylaws”)

• Governance Guidelines

• Charters of the Audit Committee, Compensation Committee, Governance Committee and Finance Committee

• Code of Conduct

• Code of Business Conduct and Ethics for Directors

• Code of Ethical Conduct for CEO and Senior Financial Officers

Copies of these documents are available on the investor relations page of our website, https://ir.westrock.com, or upon

written request sent to our Corporate Secretary. The information on our website is not part of, or incorporated by reference

into, this Proxy Statement.

WestRock Company 2024 Proxy Statement 7

Board and Governance Matters

BOARD COMPOSITION

The Board currently consists of 12 directors, each of whom is a nominee for election at our annual meeting of stockholders

scheduled for January 26, 2024 (the “2024 Annual Meeting”).

Director Nomination Process

The Governance Committee is responsible for evaluating and recommending director nominees to the Board for

consideration and approval.

Candidates

recommended to

Governance Committee

considers candidates’

qualifications

Governance Committee

recommends candidates

to Board

Board determines

nominees for election

The Governance Committee periodically assesses the Board to ensure that it has the right mix of experience, qualifications

and skills. A list of the skills and experiences that the Governance Committee considers important in light of our current

business strategy and structure, along with an indication of the director nominees that possess each category of skill or

experience, appears on page 9. The director nominees’ biographies beginning on page 11 include each director nominee’s

key experience, qualifications and skills.

The Governance Committee also periodically assesses the appropriate size of the Board and any vacancies that are

expected due to retirement or otherwise. If no vacancies are anticipated, the Governance Committee considers the

qualifications of incumbent directors. If vacancies arise or are anticipated, it considers potential director candidates who

may come to the attention of the Governance Committee through current directors, professional search firms and advisors

or other individuals, including stockholders. The Governance Committee’s evaluation of potential director candidates does

not vary based on the source of the recommendation. To nominate a candidate for next year’s annual meeting of

stockholders, a stockholder must deliver or mail its nomination submission to WestRock Company, 1000 Abernathy Road

NE, Atlanta, Georgia 30328, Attention: Corporate Secretary, in accordance with the timing and other requirements included

in our Bylaws as specified in “Other Important Information — Stockholder Proposals or Director Nominations for 2025

Annual Meeting.”

The Governance Committee evaluates potential candidates against the standards and qualifications set forth in the

Governance Guidelines, as well as other relevant factors it deems appropriate. In addition, each candidate must:

• Be free of conflicts of interest and other legal and ethical issues that would interfere with the proper performance of

the responsibilities of a director (recognizing that a director may also be an executive officer of the Company).

• Be committed to discharging directors’ duties in accordance with the Governance Guidelines and applicable law.

• Be willing and able to devote sufficient time and energy to carrying out the director’s duties effectively and be

committed to serving on the Board for an extended period of time.

• Have sufficient experience to enable the director to meaningfully participate in deliberations of the Board and one or

more of its committees, and to otherwise fulfill the director’s duties.

The Board strives to select candidates for Board membership who represent a mix of diverse experience, background and

thought at policy-making levels that are relevant to our strategy, as well as other characteristics that will contribute to the

overall ability of the Board to perform its duties and meet changing conditions. In 2020, the Board adopted the WestRock

Company Diversity Search Policy, pursuant to which we include qualified female and racially or ethnically diverse

candidates on the initial lists of candidates from which new management-supported director nominees recruited from

outside WestRock are chosen by the Board.

To ensure that the Board continues to evolve in a manner that serves our changing business and strategic needs, the

Governance Committee evaluates whether incumbent directors collectively possess the requisite skills and perspective

before recommending a slate of incumbent directors to the Board for re-nomination.

8 WestRock Company 2024 Proxy Statement

Board and Governance Matters

The table below identifies the skills and experiences that the Board and the Governance Committee consider important for

directors collectively to possess for effective governance of WestRock in the current business environment. It also provides

a high-level summary of the diverse skills and experience of our nominees to the Board, which contribute to the sound

governance of WestRock, although it is not an exhaustive list of each nominee’s contributions to the Board.

C. Arnold

T. Bernlohr

P. B r o w n

T. Crews

R. Currey

S. Harrison

G. Martore

J. Nevels

J. Savage

D. Sewell

D. Stockton

A. Wilson

Global Business Experience to help oversee the management of global operations

ŠŠ Š ŠŠŠŠŠŠŠ

Mergers and Acquisitions Experience to provide insight into developing and implementing strategies

for growing our businesses

ŠŠŠŠ ŠŠŠŠŠŠŠ

Financial Expertise

to help drive our operating and financial performance

ŠŠ ŠŠ ŠŠŠŠŠŠ

Public Company CEO Experience to help us drive business strategy, growth and performance

ŠŠŠŠŠ

Public Company Board Experience to help us oversee an ever-changing mix of strategic, operational

and compliance related matters

ŠŠŠŠ ŠŠŠŠŠŠŠ

Capital Allocation Experience

to help us allocate capital efficiently

ŠŠŠŠŠ ŠŠŠŠŠŠ

Paper and Packaging Experience to help us deepen our understanding of the markets within which we

compete

ŠŠŠ Š

Manufacturing Experience

to help us drive operating performance

Š ŠŠ ŠŠŠŠ Š

Sustainability Experience to assist us in delivering sustainable packaging solutions for our customers

and achieving our sustainability goals

Š Š ŠŠŠ Š

Innovation Experience

to assist us in building our global innovation capabilities, in particular with

respect to packaging design, machinery and automation, materials science and digitalization of

packaging

Š Š ŠŠŠŠ

Consumer Packaged Goods Experience to assist us to better understand and anticipate our

customers’ needs and the changing dynamics of our industry

Š ŠŠŠŠ

Enterprise Risk Management Experience

to assist us in our oversight and understanding of significant

areas of risk to the enterprise and in implementing appropriate policies and procedures to effectively

manage risk

ŠŠŠŠ ŠŠ ŠŠŠ

Experience with Scale to help us drive transformation, performance and culture in a large organization

Š Š ŠŠŠ ŠŠ

The Board is committed to having a membership that reflects diversity, including with respect to gender, race, ethnicity and

other personal attributes. This commitment is illustrated by the fact that the Board currently includes four directors who are

women, two directors who are racially diverse and two directors who have served in the military. The table below reflects

self-identified diversity characteristics of the Board.

C. Arnold

T. Bernlohr

P. B r o w n

T. Crews

R. Currey

S. Harrison

G. Martore

J. Nevels

J. Savage

D. Sewell

D. Stockton

A. Wilson

Gender

Male

ŠŠŠŠ Š ŠŠŠ

Female

ŠŠŠŠ

Race/Ethnicity

Hispanic or Latino

White

ŠŠŠŠŠŠŠ ŠŠ Š

Asian

Black or African American

ŠŠ

Native Hawaiian or Other Pacific Islander

American Indian or Alaska Native

Two or More Races

Openly LGBTQIA+

Disability

Military Service

ŠŠ

WestRock Company 2024 Proxy Statement 9

Board and Governance Matters

Board Refreshment

We recognize the importance of Board refreshment. The Governance Committee regularly considers Board composition

and how Board composition changes over time. As a result of the Board’s robust refreshment process, the Board currently

includes four directors with less than five years of service on the Board (two of whom joined the Board in 2022). These

additions demonstrate the Board’s commitment to refreshment with independent nominees who provide important

perspectives and experience to oversee our business strategy.

Pursuant to the Governance Guidelines, directors must retire when they reach age 72, provided that they may continue to

serve thereafter until the next annual or special meeting of stockholders at which directors are to be elected. However, the

Board, on the recommendation of the Governance Committee, has determined it is appropriate to waive the retirement age

with respect to Ms. Martore until our 2025 annual meeting of stockholders after considering her extensive qualifications and

valuable, ongoing contributions to the Board. As the former chair of the Audit Committee and the chair of the independent

Transaction Committee created expressly to oversee all aspects of the Transaction, Ms. Martore has played and continues

to play a crucial leadership role on the Board. Her ongoing service will enable the Board to continue to function efficiently

and effectively over the next year as we prepare for the Transaction.

The Board has not established term limits because it believes that, on balance, term limits would sacrifice the contribution of

directors who have developed deep insight into our industry, strategy and operations. The Governance Committee

evaluates the qualifications, skills and performance of each incumbent director before recommending his or her nomination

for an additional term. A director who has a significant change in full-time job responsibilities must submit a letter of

resignation to the Board, which allows the Board to review the continued appropriateness of the director’s membership on

the Board.

Majority Voting Standard in Uncontested Elections

Our directors are elected by a majority of the votes cast for them in uncontested elections. If a director does not receive a

greater number of “for” votes than “against” votes, then the director must tender his or her resignation to the Board. The

Board then determines whether to accept the resignation. Our directors are elected by a plurality vote standard in contested

elections.

Overboarding Policy

Our directors may not serve on more than four other public company boards, and a director who is actively employed as a

public company executive officer is expected to limit his or her public company directorships to two in the aggregate.

Messrs. Sewell and Brown and Ms. Savage, who are public company executive officers, each serve on one other public

company board, and none of our remaining director nominees serves on more than three other public company boards.

Director Independence

Under the Governance Guidelines and the NYSE corporate governance listing standards (the “NYSE Standards”), the

Board must consist of at least a majority of independent directors. The Board annually reviews director independence under

standards set forth in the Governance Guidelines. The Board has affirmatively determined that all director nominees, other

than Mr. Sewell, our President and Chief Executive Officer (“CEO”), are independent.

In the normal course of business, we purchase products and services from many suppliers, and we sell products and

services to many customers. In some cases, these transactions have occurred with companies with which our directors

have relationships as directors or executive officers. Board members may also have relationships as directors with

companies that hold or held our securities.

Director Orientation and Continuing Education

New directors participate in an orientation program and receive materials and briefings to become familiar with our

business, strategies and governance policies and other documents. Continuing education is provided for all directors

through various sources, including board materials and presentations (including by outside speakers), discussions with

management, visits to our facilities and access to external resources.

Director Nominees

After evaluating each director nominee and the composition of the Board, the Governance Committee recommended all the

current directors for election at the 2024 Annual Meeting. lf elected, each of the 12 nominees will hold office until the next

annual meeting of stockholders and until his or her successor is elected and qualified. Each nominee has agreed to serve

as a director if elected. lf, for some unforeseen reason, a nominee becomes unwilling or unable to serve, proxies may be

voted as recommended by the Board to elect substitute nominees recommended by the Board to the extent permitted by

applicable law. The Board may allow the vacancy created to remain open until such time as it is filled by the Board, or the

Board may determine not to elect substitute nominees and may instead determine to reduce the size of the Board.

10 WestRock Company 2024 Proxy Statement

Board and Governance Matters

Information about the director nominees, including additional information concerning their qualifications for office, is set forth

below.

COLLEEN F. ARNOLD

Background:

Ms. Arnold has served as a director of the Company since July 2018. She served as senior vice president,

sales and distribution for lnternational Business Machines Corporation (“lBM”) from 2014 to 2016. Prior to

that, Ms. Arnold held a number of senior positions with lBM from 1998 to 2014, including senior vice

president, application management services, lBM Global Business Services; general manager of GBS

Strategy, Global Consulting Services, Global lndustries and Global Application Services; general manager,

Europe, Middle East and Africa; general manager, Australia and New Zealand Global Services; and CEO of

Global Services Australia.

Key qualifications, experience and skills:

Ms. Arnold’s experience serving in a number of senior roles with a large, multinational technology company

provides her with global business experience, financial expertise, consumer markets and sales experience,

innovation experience and experience working for a company with significant scale.

Current public boards: Other public boards within 5 years:

None Cardinal Health, lnc.

Age: 66

Director Since: 2018

Independent

Standing Committees:

• Compensation

• Executive

• Finance (Chair)

TIMOTHY J. BERNLOHR

Background:

Mr. Bernlohr served as a director of Smurfit-Stone Container Corporation (“Smurfit-Stone”) from 2010 until it

was acquired by RockTenn Company (“RockTenn”) in 2011, and he served as a director of RockTenn from

2011 until the effective date of the 2015 merger of RockTenn and MeadWestvaco Corporation

(“MeadWestvaco,” and such merger, the “Combination”), when he became a director of the Company.

Mr. Bernlohr currently serves as the managing member of TJB Management Consulting, LLC, a consultant

to businesses in transformation and a provider of interim executive management and strategic planning

services. From 1997 to 2005, he served in various executive capacities, including as president and CEO, at

RBX Industries, Inc. Prior to joining RBX Industries, Mr. Bernlohr spent 16 years in various management

positions with Armstrong World Industries, Inc.

Key qualifications, experience and skills:

Mr. Bernlohr’s experience as a strategic consultant, a director of various publicly traded companies, and the

CEO of an international manufacturing company provides him with broad corporate strategy and global

business experience. In addition, Mr. Bernlohr has deep experience in the paper and packaging industry.

Current public boards: Other public boards within 5 years:

International Seaways, Inc. Atlas Air Worldwide Holdings, Inc.

Skyline Champion Corp.

F45 Training Holdings, Inc.

Age: 64

Director Since: 2015

Independent

Standing Committees:

• Audit

• Compensation (Chair)

• Executive

J. POWELL BROWN

Background:

Mr. Brown served as a director of RockTenn from 2010 until the effective date of the Combination, when he

became a director of the Company. He has served as president of Brown & Brown, Inc. since 2007 and as

CEO since 2009. Mr. Brown previously served as a regional executive vice president of Brown & Brown.

From 2006 to 2009, he served on the board of directors of SunTrust Bank/Central Florida, a commercial

bank and subsidiary of SunTrust Banks, Inc.

Key qualifications, experience and skills:

Mr. Brown’s experience as a CEO of a publicly traded insurance services company provides him with broad

experience and knowledge of risk management and loss minimization and mitigation, as well as capital

allocation experience and perspective on leadership of publicly traded companies.

Current public boards: Other public boards within 5 years:

Brown & Brown, Inc. None

Age: 56

Director Since: 2015

Independent

Standing Committees:

• Compensation

• Governance

WestRock Company 2024 Proxy Statement 11

Board and Governance Matters

TERRELL K. CREWS

Background:

Mr. Crews served as a director of Smurfit-Stone from 2010 until it was acquired by RockTenn in 2011, and

he served as a director of RockTenn from 2011 until the effective date of the Combination, when he became

a director of the Company. Mr. Crews served as executive vice president and chief financial officer (“CFO”)

of Monsanto Company from 2000 to 2009, and as the CEO of Monsanto’s vegetable business from 2008 to

2009.

Key qualifications, experience and skills:

Mr. Crews’ experience as a CFO and executive of a publicly traded company and as a director of other

public companies provides him with broad business knowledge and in-depth experience in complex financial

matters. He also has experience working for a company with significant scale.

Current public boards: Other public boards within 5 years:

Archer Daniels Midland Company Hormel Foods Corporation

Age: 68

Director Since: 2015

Independent

Standing Committees:

• Audit (Chair)

• Executive

• Finance

RUSSELL M. CURREY

Background:

Mr. Currey served as a director of RockTenn from 2003 until the effective date of the Combination, when he

became a director of the Company. He has served as the president of Boxwood Capital, LLC, a private

investment company, since 2013. Mr. Currey worked for RockTenn from 1983 to 2008 and served as

executive vice president and general manager of its corrugated packaging division from 2003 to 2008.

Key qualifications, experience and skills:

Mr. Currey’s experience with RockTenn in a number of leadership roles over a period of 25 years provides

him with valuable manufacturing experience, as well as substantial knowledge of our industry, business and

customers. Mr. Currey’s background has also provided him with capital allocation experience and financial

expertise.

Current public boards: Other public boards within 5 years:

None None

Age: 62

Director Since: 2015

Independent

Standing Committees:

• Audit

• Finance

SUZAN F. HARRISON

Background:

Ms. Harrison has served as a director of the Company since January 2020. She served as president of

Global Oral Care at Colgate-Palmolive Company (“Colgate”), a worldwide consumer products company

focused on the production, distribution, and provision of household, health care, and personal products, from

2012 to 2019. Previously, Ms. Harrison served as President of Hill’s Pet Nutrition Inc. North America from

2009 to 2011, Vice President, Marketing for Colgate U.S. from 2006 to 2009 and Vice President and

General Manager of Colgate Oral Pharmaceuticals, North America and Europe from 2005 to 2006. She held

a number of other leadership roles at Colgate beginning in 1983.

Key qualifications, experience and skills:

Ms. Harrison’s experience serving in a number of senior roles with a large, global consumer products

company provides her with global business experience, consumer markets experience, innovation

experience, and experience working for a company with significant scale.

Current public boards: Other public boards within 5 years:

Archer Daniels Midland Company None

Ashland Inc.

Age: 66

Director Since: 2020

Independent

Standing Committees:

• Audit

• Governance

12 WestRock Company 2024 Proxy Statement

Board and Governance Matters

GRACIA C. MARTORE

Background:

Ms. Martore served as a director of MeadWestvaco from 2012 until the effective date of the Combination,

when she became a director of the Company. She served as the president and CEO and as a director of

TEGNA Inc. (formerly Gannett Co., Inc.), a broadcast, digital media and marketing services company,

from 2011 to 2017, and she served as president and COO of Gannett from 2010 to 2011. Ms. Martore

also served as Gannett’s executive vice president and CFO from 2006 to 2010, its senior vice president

and CFO from 2003 to 2006 and in various other executive capacities beginning in 1985. She has served

as a director of FM Global since 2005 and of The Associated Press since 2013.

Key qualifications, experience and skills:

Ms. Martore’s background and experience as CEO and CFO of a publicly traded company provide her with

leadership, business, financial and governance skills. She also has experience working for a company with

significant scale.

Current public boards: Other public boards within 5 years:

Omnicom Group Inc. None

United Rentals, Inc.

Age: 72

Director Since: 2015

Independent

Standing Committees:

• Audit

• Finance

JAMES E. NEVELS

Background:

Mr. Nevels served as a director of MeadWestvaco from 2014 until the effective date of the Combination,

when he became a director of the Company. He currently serves as managing partner of Unicorn Partners,

LLC, a consulting company. He served as chairman of The Swarthmore Group, an investment advisory

firm, from 1991 until 2022.* From 2020 to 2023, Mr. Nevels served on the board of Renew Financial, a

private company that provides financing for solar energy. Mr. Nevels also served as a director of The

Hershey Company from 2007 to 2017, including as lead independent director from 2015 to 2017, and as

chairman from 2009 to 2015. Mr. Nevels also previously served as a director of the Federal Reserve Bank

of Philadelphia (and as its chairman) and of MMG Insurance Company, a privately-held provider of

insurance services. He served as our lead independent director from September 2017 through February

2019.

Key qualifications, experience and skills:

Mr. Nevels’ background and experience as an investment advisor and board member, chairman and lead

independent director of public companies provide him with broad knowledge and perspective on the

governance and leadership of publicly traded companies, as well as financial expertise and capital

allocation experience.

Current public boards: Other public boards within 5 years:

None Alcoa Corp.

First Data Corp.

Age: 71

Director Since: 2015

Independent

Standing Committees:

• Compensation

• Executive

• Governance (Chair)

* The Swarthmore Group filed a petition in Federal Bankruptcy Court under Chapter 7 of the Bankruptcy Code in August 2022.

E. JEAN SAVAGE

Background:

Ms. Savage has served as a director of the Company since January 2022. She has served as president

and CEO of Trinity Industries, Inc. (“Trinity”), a company providing railcar products and services, since

February 2020 and as a director on the Trinity board since 2018. Ms. Savage previously served in a

variety of leadership roles at Caterpillar, Inc., a construction and mining, engines, turbines and

locomotives manufacturing company, including as the vice president of the Surface Mining & Technology

division of Caterpillar from 2017 through 2020. Ms. Savage also held numerous leadership roles at

Progress Rail, including as vice president of Quality and Continuous Improvement before its acquisition

by Caterpillar in 2006, and in a variety of manufacturing and engineering positions for 14 years at Parker

Hannifin Corporation. She began her career as an intelligence officer in the U.S. Army Reserves.

Key qualifications, experience and skills:

Ms. Savage’s experience in multiple executive roles at large, public companies, including as CEO of

Trinity, provides her with global business experience and financial expertise, as well as significant

experience transforming industrial enterprises, including through optimization of business operations and

corporate infrastructure.

Current public boards: Other public boards within 5 years:

Trinity Industries, Inc. None

Age: 59

Director Since: 2022

Independent

Standing Committees:

• Audit

• Compensation

WestRock Company 2024 Proxy Statement 13

Board and Governance Matters

DAVID B. SEWELL

Background:

Mr. Sewell has served as a director of the Company since March 2021 when he also became our president

and CEO. From March 2019 until joining the Company, he served as president and chief operating officer of

The Sherwin-Williams Company (“Sherwin-Williams”), a company in the paint and coating manufacturing

industry. From August 2014 to March 2019, Mr. Sewell served as president of the performance coatings

group at Sherwin-Williams. Prior to joining Sherwin-Williams in February 2007, Mr. Sewell spent 15 years

working for General Electric Company (“GE”).

Key qualifications, experience and skills:

Mr. Sewell’s service as our president and CEO provides him with knowledge of our business, strategy and

capabilities. His presence on the Board also helps provide a unified focus for management to execute our

strategy and business plans, and his in-depth knowledge of and experience in manufacturing and operations

helps supports these initiatives.

Current public boards: Other public boards within 5 years:

Huntsman Corp. None

Age: 55

Director Since: 2021

Non-Independent

(President and CEO)

Standing Committees:

• Executive

DMITRI L. STOCKTON

Background:

Mr. Stockton has served as a director of the Company since July 2022. He most recently served as senior vice

president and special advisor to the chairman of GE from 2016 until his retirement in 2017. Mr. Stockton joined

GE in 1987 and held various positions of increasing responsibility during his 30-year tenure. From 2011 to 2016,

Mr. Stockton served as chairman, president and CEO of GE Asset Management, a global asset management

company affiliated with GE, and as senior vice president of GE. From 2008 to 2011, he served as president and

CEO for GE Capital Global Banking and senior vice president of GE based in London, UK. He previously also

served as president and CEO for GE Consumer Finance for Central and Eastern Europe.

Key qualifications, experience and skills:

Mr. Stockton’s background and experience as a senior executive in various roles at GE and as a public

company director provide him with leadership experience and expertise in risk management, governance,

finance and asset management.

Current public boards: Other public boards within 5 years:

Deere & Co. Stanley Black & Decker, Inc.

Ryder System, Inc.

Target Corp.

Age: 59

Director Since: 2022

Independent

Standing Committees:

• Audit

• Finance

ALAN D. WILSON

Background:

Mr. Wilson served as a director of MeadWestvaco from 2011 until the effective date of the Combination,

when he became a director of the Company. He served as chairman of the board of McCormick &

Company, Inc. (“McCormick”), a consumer food company, from 2009 to 2017, and CEO of McCormick from

2008 to 2016. Mr. Wilson joined McCormick in 1993 and also served in a variety of other positions, including

as president from 2007 to 2015, president of North American Consumer Products from 2005 to 2006,

president of the U.S. Consumer Foods Group from 2003 to 2005 and vice president – sales and marketing

for the U.S. Consumer Foods Group from 2001 to 2003.

Key qualifications, experience and skills:

Mr. Wilson’s background and experience as chairman and CEO of a publicly traded multinational consumer

food company provides him with leadership, market expertise, and business and governance skills. He also

has experience working for a company with significant scale.

Current public boards: Other public boards within 5 years:

T. Rowe Price Group, Inc. None

Age: 66

Director Since: 2015

Independent Chair

Standing Committees:

• Executive (Chair)

• Finance

• Governance

14 WestRock Company 2024 Proxy Statement

Board and Governance Matters

BOARD OPERATIONS

Board Leadership Structure

The Board regularly evaluates the effectiveness of its leadership structure. The Board currently has an independent,

non-executive Chair leadership structure. Mr. Wilson began serving a two-year term as the Board’s independent Chair in

January 2022, following the retirement of our former Non-Executive Chair. The Board continues to believe that the

separation of the roles of CEO and Chair is appropriate and is in the best interests of the Company and our stockholders

and recently determined to again elect Mr. Wilson as independent Chair upon, and subject to, his election as a director at

the 2024 Annual Meeting. In doing so, the Board concluded that this leadership structure enhances the accountability of the

CEO to the Board, strengthens the Board’s independence from management, and ensures a greater role for the

independent directors in the oversight of the Company. In addition, this separation allows our CEO to focus efforts on

running our business and managing the Company in the best interests of our stockholders. The Chair provides guidance to

the CEO and, in consultation with management, helps to set the agenda for Board meetings and establishes priorities and

procedures for the work of the full Board. The Chair also presides over meetings of the full Board, as well as executive

sessions (without management), which the Board holds at least at every regularly scheduled Board meeting.

The Board recognizes that no single leadership model is right for all companies at all times and that, depending on the

circumstances, other leadership models, such as combining the Chair and CEO roles, might be appropriate. Accordingly,

our governance documents provide flexibility for the Board to modify or continue its leadership structure in the future, as it

deems appropriate in its business judgment. The Board believes the Company and our stockholders benefit from this

flexibility, as our directors are well positioned to determine our leadership structure given their in-depth knowledge of our

management team, our strategic goals, and the opportunities and challenges we face. Our governance documents further

provide that if the Chair position is held by the CEO or another non-independent director in the future, the independent

directors of the Board would elect on an annual basis an independent director to serve as Lead Independent Director and

that this role would have clearly delineated oversight responsibilities.

Board Committees

The Board assigns responsibilities and delegates authority to its committees, which regularly report on their activities and

actions to the Board. The Board has determined that each current member of each standing committee (other than the

Executive Committee) is “independent” within the meaning of the NYSE Standards and the Governance Guidelines,

including any applicable additional committee-specific independence requirements. The principal responsibilities of each

standing committee are summarized below and set forth in more detail in such committee’s written charter (other than the

Executive Committee, which does not have a charter). All other standing committee charters can be found on our website.

AUDIT COMMITTEE

Members:

Terrell K. Crews (Chair)

Timothy J. Bernlohr

Russell M. Currey

Suzan F. Harrison

Gracia C. Martore

E. Jean Savage

Dmitri L. Stockton

Meetings in Fiscal 2023: 8

* All members meet the independence requirements of Rule 10A-3 of

the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), the NYSE Standards and the Governance Guidelines, and

are “financially literate” within the meaning of the NYSE Standards.

Each of Mses. Martore and Savage and Messrs. Bernlohr, Crews

and Stockton is an “audit committee financial expert” within the

meaning of SEC regulations.

Principal Responsibilities:

• Provide oversight of our financial reporting process and our

system of internal control over financial reporting.

• Oversee the independence, qualifications and performance

of our independent auditor and performance of the internal

audit function.

• Discuss with management policies with respect to risk

assessment and risk management.

• Discuss our major information technology and cybersecurity

risk exposures and the steps that management has taken to

monitor and control such exposures.

• Oversee compliance with legal and regulatory requirements,

including through discussion of compliance with WestRock’s

Code of Business Conduct and Ethics.

WestRock Company 2024 Proxy Statement 15

Board and Governance Matters

COMPENSATION COMMITTEE

Members:

Timothy J. Bernlohr (Chair)

Colleen F. Arnold

J. Powell Brown

James E. Nevels

E. Jean Savage

Meetings in Fiscal 2023: 3

* All members meet the independence requirements of the NYSE

Standards and the Governance Guidelines and qualify as

“non-employee directors” for purposes of Rule 16b-3 under the

Exchange Act.

Principal Responsibilities:

• Set the overall compensation strategy and compensation

policies for our executives and non-employee directors.

• Oversee the performance evaluation of our CEO and other

senior executives, including assessment of performance

relative to goals and objectives.

• Review and approve compensation levels of our CEO and

other NEOs.

• Approve or make recommendations to the Board regarding

non-employee director compensation.

• Review our incentive compensation arrangements to confirm

that incentive pay does not encourage inappropriate risk

taking.

GOVERNANCE COMMITTEE

Members:

James E. Nevels (Chair)

J. Powell Brown

Suzan F. Harrison

Alan D. Wilson

Meetings in Fiscal 2023: 5

* All members meet the independence requirements of the NYSE

Standards and the Governance Guidelines.

Principal Responsibilities:

• Maintain an active Board refreshment and director

succession planning process and lead the search for

potential director candidates.

• Evaluate and recommend changes to the size, composition

and structure of the Board and its committees.

• Oversee the annual Board and committee evaluation

process.

• Oversee and provide input to management on the

Company’s policies, strategies and programs related to ESG

matters, including sustainability.

• Assist the Board in fulfilling its responsibility for CEO

succession.

FINANCE COMMITTEE

Members:

Colleen F. Arnold (Chair)

Terrell K. Crews

Russell M. Currey

Gracia C. Martore

Dmitri L. Stockton

Alan D. Wilson

Meetings in Fiscal 2023: 7

Principal Responsibilities:

• Review and recommend capital budgets to the Board for

approval.

• Review management’s assessment of our capital structure,

including dividend policies and stock repurchase programs,

debt capacity and liquidity.

• Review financing and liquidity initiatives proposed by

management.

EXECUTIVE COMMITTEE

Members:

Alan D. Wilson (Chair)

Colleen F. Arnold

Timothy J. Bernlohr

Terrell K. Crews

James E. Nevels

David B. Sewell

Meetings in Fiscal 2023: 3

Principal Responsibilities:

• Exercise the authority of the Board in managing our

business and affairs; however, the Executive Committee

does not have the power to (i) approve, adopt or recommend

to our stockholders any action or matter (other than the

election or removal of directors) that Delaware law requires

to be approved by stockholders or (ii) adopt, amend or

repeal our Bylaws.

16 WestRock Company 2024 Proxy Statement

Board and Governance Matters

Meeting Attendance in Fiscal 2023

ln fiscal 2023, the Board held 23 meetings and its standing committees held a total of 26 meetings. Each director attended

at least 75% of the aggregate of all meetings of the Board and the committees on which he or she served. The Company

does not have a policy with regard to director attendance at annual meetings of stockholders. Each director attended our

annual meeting of stockholders on January 27, 2023 (the “2023 Annual Meeting”).

Meetings of Non-Management Directors and Independent Directors

Our non-management directors meet in regularly scheduled executive sessions conducted outside the presence of

management, unless non-management directors request management to attend. All of our non-management directors are

independent and, during fiscal 2023, they met separately from management in executive session at least at every regularly

scheduled Board meeting.

Human Capital Management

The Board believes that effective human capital management throughout the organization

is important to our success and oversees management’s strategies for attracting,

developing and retaining talent. In fiscal 2023, the Board and its committees engaged with

senior management, including our Chief Human Resources Officer, across a broad range

of human capital management topics, such as safety, culture, succession planning and

development, compensation and benefits, employee recruitment and retention and

Diversity and Inclusion. High-potential leaders are given exposure to directors through

formal presentations and informal events.

Our Governance

Guidelines

expressly identify the

Board’s oversight role with

respect to our strategies

related to human capital

management matters such

as Diversity and Inclusion.

Self-Evaluations

Each year, the directors participate in a self-evaluation of the Board and its standing committees (other than the Executive

Committee). The Governance Committee, which oversees the process and implementation of the self-evaluations,

assesses the process of conducting self-evaluations annually and has used a variety of methods over the years to conduct

the self-evaluations, including written questionnaires, interviews and discussions conducted by internal and external parties.

For fiscal year 2023, the self-evaluation process was as follows:

Step 1. Process Review

The Governance Committee reviewed the self-evaluation

process to ensure that it would facilitate a candid assessment

and discussion of the effectiveness of the Board and each

standing committee.

Step 2. Self-Evaluation Questionnaires

Directors completed written questionnaires, anonymized

versions of which were reviewed by the independent Chair.

Step 3. Evaluation Interviews

Our independent Chair used the results of the written

questionnaires to conduct one-on-one interviews with each

director.

Step 4. Board Review

The Board discussed the results of the self-evaluation

process in executive session. Among other things, the results

suggested that the Board and its committees were

functioning effectively and Board dynamics were healthy.

WestRock Company 2024 Proxy Statement 17

Board and Governance Matters

Risk Oversight

The Board provides oversight of our risk management processes. The Board

performs this function as a whole and by delegating to its standing committees

(other than the Executive Committee), each of which meets regularly and reports

back to the Board. Our independent Chair also attends all standing committee

meetings. The risk oversight responsibilities of these committees are summarized

below. While the Board and these committees oversee risk management,

management is charged with managing enterprise risks. The Board recognizes

that it is neither possible nor desirable to eliminate all risk; rather, the Board views

appropriate risk taking as essential to our long-term success and seeks to

understand and oversee critical business risks in the context of our business

strategy, the magnitude of the particular risks and the proper allocation of our risk

management and mitigation resources.

Our enterprise risk management (“ERM”) program facilitates the identification and

management of risks and is overseen at the management level by our Enterprise Risk

Steering Committee. The Enterprise Risk Steering Committee is comprised of key

functional leaders and operating leaders from across the organization and meets

In fiscal 2023, the Audit

Committee reviewed

cybersecurity and resiliency matters

on a quarterly basis, with results of

these discussions reported out to

the Board. Our directors have and

continue to gain knowledge about

these evolving areas through,

among other things, regular briefings

and discussions with internal

subject-matter experts, including our

Chief Information and Digital Officer

and our Chief Information Security

Officer. They also have access to

external resources and education on

these issues.

regularly to discuss ERM program activities, risk assessment results and risk treatment actions to ensure alignment with

WestRock’s strategy. Our internal audit department conducts a company-wide risk assessment annually that includes

interviews with more than 50 leaders to anticipate and assess our highest potential impact risks. The Enterprise Risk

Steering Committee consults with both internal and external advisors to assess the risk environment and to anticipate

future risks and related trends. In fiscal 2023, the risks identified through the risk assessment process were discussed with

the Enterprise Risk Steering Committee, with key risks presented to and discussed with the Board.

We respond to identified risks

in a variety of ways. For

instance, we have an information

security training program with

annual required training for all

workers who use our information

systems as part of their day-to-day

responsibilities.

The Board and its standing committees receive regular reports from management

on areas of material risk, including operational, financial, strategic, competitive,

reputational, legal and regulatory risks evaluated by the Enterprise Risk Steering

Committee, and management of these risks. Our General Counsel also informs

the Board and its standing committees, as applicable, of significant and relevant

legal and compliance issues. Each committee has access to internal counsel and

may engage its own independent counsel as well.

AUDIT COMMITTEE

• Oversees risk management related to

– financial statements

– financial reporting and disclosure processes

– financial and other internal controls

– accounting

– legal/compliance matters, including

environmental compliance

– information technology and cybersecurity

• Oversees the internal audit function.

• Meets separately on a regular basis with

representatives of our independent auditing firm and

the head of our internal audit department.

• The Chair of the Audit Committee communicates

directly with our Chief Compliance Officer on at least a

quarterly basis.

COMPENSATION COMMITTEE

• Oversees risk management related to our

compensation philosophy and programs.

• Reviews our incentive compensation arrangements to

confirm incentive pay does not encourage

inappropriate risk taking.

GOVERNANCE COMMITTEE

• Oversees risk management related to governance

policies and procedures and board organization and

membership.

• Oversees risk management of policies, strategies and

programs related to ESG matters, including

sustainability.

FINANCE COMMITTEE

• Oversees risk management related to our annual

capital budget plans and capital structure.

• Reviews financing and liquidity initiatives.

18 WestRock Company 2024 Proxy Statement

Board and Governance Matters

DIRECTOR COMPENSATION

The Compensation Committee is responsible for setting the overall compensation strategy and policies for our

non-employee directors and approving or making recommendations to the Board with respect to the approval of the

compensation of non-employee directors. Directors who also serve as employees do not receive payment for service as

directors.

In assessing compensation for non-employee directors, the Compensation Committee considers the director compensation

practices of peer companies and whether compensation recommendations align with the interests of our stockholders. We seek

to align total non-employee director compensation with the approximate median of peer group total non-employee director

compensation, as appropriate. In fiscal 2023, Meridian Com pensation Partners, LLC, the independent compensation consultant

to the Compensation Committee (“Meridian”), analyzed the competitive position of our director compensation program against

the peer group used for executive compensation purposes and examined how each element of our director compensation

program compared to those for members of the peer group. After reviewing the results of the analysis, and considering other

factors, the Compensation Committee determined that no changes would be made to the compensation program for

non-employee directors in fiscal 2023.

Our non-employee director compensation in fiscal 2023 consisted of the following:

Component Compensation ($)

Annual cash retainer 115,000

Annual equity award for all non-employee directors (approximate value) 160,000

Annual cash fee for Chair 100,000

Annual equity award for Chair (approximate value) 25,000

Annual committee chair cash fees

Audit Committee; Compensation Committee 20,000

Finance Committee; Governance Committee 17,500

Director Compensation for Fiscal 2023

Name

Fees Earned or Paid

in Cash ($) Stock Awards ($)

AII Other

Compensation ($) TotaI ($)

Colleen F. Arnold 132,500 160,006 - 292,506

Timothy J. Bernlohr 135,000 160,006 - 295,006

J. Powell Brown 115,000 160,006 - 275,006

Terrell K. Crews 135,000 160,006 - 295,006

Russell M. Currey 115,000 160,006 - 275,006

Suzan F. Harrison 115,000 160,006 - 275,006

Gracia C. Martore 115,000 160,006 - 275,006

James E. Nevels 132,500 160,006 - 292,506

E. Jean Savage 115,000 160,006 - 275,006

Dmitri L. Stockton 115,000 160,006 - 275,006

Alan D. Wilson 215,000 185,022 - 400,022

The amounts reported in the Fees Earned or Paid in Cash column reflect the cash fees earned by each non-employee

director in fiscal 2023, whether or not such fees were deferred. These fees represent the annual cash retainer and, where

applicable, the annual fee for the Chair and standing committee chair roles.

The amounts reported in the Stock Awards column reflect the grant date fair value associated with stock awards made in

fiscal 2023, calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standards

Codification Topic 718, Compensation – Stock Compensation (“ASC 718”). On February 3, 2023, each non-employee

director serving on the Board other than Mr. Wilson received a grant of 4,586 time-based restricted stock units (“RSUs”);

Mr. Wilson received a grant of 5,303 RSUs due to his service as Chair. In each case, the number of RSUs associated with

the award was determined by dividing the value of the annual stock award by the closing price of our common stock as

reported on the NYSE on the grant date and rounding up to the nearest whole share. These awards will vest on the first

anniversary of the grant date.

WestRock Company 2024 Proxy Statement 19

Board and Governance Matters

Deferred Compensation

Non-employee directors may elect annually to defer all of their cash compensation and/or equity awards pursuant to the

terms of the WestRock Company 2016 Deferred Compensation Plan for Non-Employee Directors (the “Non-Employee

Director Deferred Compensation Plan”). At the director’s option, we credit his or her (i) cash deferred account with the cash

compensation he or she elected to defer and (ii) stock unit account for each RSU that he or she elected to defer. The rights

of the director in the balance credited to his or her deferred cash account are vested at all times, whereas rights in the

balance of the stock unit account vest in accordance with the vesting schedule for the related RSUs. During 2023,

Messrs. Stockton and Wilson deferred both their cash compensation and equity awards, Ms. Harrison deferred only her

cash award, and Mses. Arnold and Martore deferred only their equity awards.

Director Stock Ownership and Retention Requirements

Each non-employee director is required to own at least the greater of (i) 5,000 shares of our common stock or (ii) a number

of shares of our common stock having a value of not less than five times the annual cash retainer. In determining

compliance with these guidelines, stock ownership includes unvested RSUs. Directors have five years from the date of their

initial election to achieve the targeted level of ownership. Once determined to be in compliance with these guidelines, an

individual is not considered to be out of compliance at a future date due solely to a decrease in the price of our common

stock since the last compliance measurement date. All non-employee directors who have served on the Board for at least

five years are in compliance with these guidelines.

Any non-employee director who does not hold the requisite number of shares, including as a result of a decline in stock

price, is required to retain 50% of the net shares received from vesting of RSUs. For these purposes, “net shares” are those

shares remaining after shares are sold or withheld to satisfy, among other things, tax obligations arising from the vesting of

RSUs.

Anti-Hedging/Anti-Pledging Policy

We maintain a policy that prohibits our directors and officers, including members of our senior management team, and other

designated employees from entering into derivative or hedging transactions in our securities, pledging our securities as

collateral for a loan or short-selling our securities.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Our codes of conduct require directors and employees, including executive officers, to disclose any material transaction or

relationship that could reasonably be expected to be or to give rise to a conflict of interest. For any such transactions

involving directors or executive officers, if the Corporate Secretary and General Counsel determines that a conflict exists or

potentially could arise from such a transaction or relationship, the transaction is submitted to the Governance Committee for

review.

The Company adopted a written Related Person Transaction Policy during fiscal 2023 under which approval is required,

subject to specified exceptions, for any transaction, agreement or relationship between the Company or any of its

consolidated subsidiaries and a Related Person in which the Company is a participant, the amount involved exceeds

$120,000, and in which a Related Person has a direct or indirect material interest (a “Related Person Transaction”). The

Related Person Transaction Policy memorialized our longstanding but informal policy with respect to these matters. Under

the Related Person Transaction Policy, a “Related Person” is defined as (i) any person who is or was since the beginning of

the last fiscal year an executive officer or director or a nominee for director, (ii) a beneficial owner of 5% or more of any

class of voting securities of the Company or (iii) an immediate family member of any of the persons identified in clauses

(i) or (ii) above.

In addition to providing relevant information in the annual Director and Officer questionnaire, each executive officer and

director is required to promptly update information provided in the questionnaire as necessary to ensure that the Corporate

Secretary and General Counsel has been advised of all known transactions, proposed transactions, businesses and

affiliations that may be considered Related Person Transactions and to provide all further information concerning any

Related Person Transaction or potential Related Person Transaction to the Corporate Secretary and General Counsel for

consideration by the Governance Committee and/or the Board.

Among the factors considered in determining whether to approve or disapprove a Related Person Transaction are the

following:

• the size of the transaction and the amount payable to or from a Related Person;

• the nature of the interest of the Related Person in the transaction;

20 WestRock Company 2024 Proxy Statement

Board and Governance Matters

• whether the transaction may involve a conflict of interest;

• whether the transaction was undertaken in the ordinary course of business of the Company;

• the benefits to the Company from participating in the transaction;

• whether the transaction involves the provision of goods or services to the Company that are available from

unaffiliated third parties and, if so, whether the transaction is on terms and made under circumstances that are at

least as favorable to the Company as would be available in comparable transactions with or involving unaffiliated

third parties;

• if the Related Person is a director or nominee for director, the impact on such director’s independence; and

• any other information regarding the Related Person Transaction or Related Person that would be material to

investors in light of the circumstances of the transaction.

Approval of a Related Person Transaction requires the affirmative vote of the majority of disinterested directors on the

Board or the Governance Committee, as applicable. To facilitate the processing of approvals, the Governance Committee

and the chair of the Governance Committee may approve certain Related Person Transactions subject to specific dollar

thresholds. A summary of any Related Person Transaction approved by the Governance Committee chair and/or the

Governance Committee will be presented to the Board at its next regularly scheduled meeting following such approval.

Related Person Transactions

There were no Related Person Transactions during fiscal 2023 or through the date of this Proxy Statement required to be

disclosed pursuant to Item 404(a) of Regulation S-K.

COMMUNICATING WITH THE BOARD

Stockholders and other interested parties may communicate with directors (i) by mail at WestRock Company, 1000

Abernathy Road NE, Atlanta, Georgia 30328, Attention: Corporate Secretary, (ii) by facsimile at 678-291-7552 or (iii) by

using our website contact form. Communications intended specifically for our Chair and other non-management directors

should be marked “Independent Director Communications,” while all other director communications should be marked

“Director Communications.” Communications regarding accounting, internal accounting controls or auditing matters may be

reported to the Audit Committee using the above address and marking the communication “Audit Committee

Communications.”

WestRock Company 2024 Proxy Statement 21

Compensation Matters

COMPENSATION MATTERS

ITEM 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

What am I voting on? The Board is asking our stockholders to approve, on an advisory basis, the compensation of the

NEOs as disclosed in this Proxy Statement

Voting Recommendation:

FOR the proposal

Vote Required: An affirmative vote requires the majority of those shares present in person or represented by proxy and

entitled to vote

Broker Discretionary Voting Allowed: No, broker non-votes have no effect

Abstentions: Vote against

In accordance with SEC rules, our stockholders are being asked to approve, on an advisory basis, the compensation of our

NEOs as disclosed in this Proxy Statement. For the past five fiscal years, we have received an average of 91% support

from our stockholders on advisory votes to approve executive compensation.

As described in detail in the Compensation Discussion and Analysis section beginning on page 23, we believe our

compensation policies and procedures are competitive, focused on pay-for-performance principles and strongly aligned with

the long-term interests of our stockholders. Our executive compensation program is designed to attract, retain and motivate

highly effective leaders, reward sustained corporate and individual performance and drive the achievement of our strategic

objectives and the delivery of long-term stockholder value. Our core program objectives include strategically aligned metrics

and goals, reflect variable and at-risk performance orientation and long-term focus, and are market competitive.

The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the

overall compensation of our NEOs, as well as the compensation philosophy, policies and practices described in this Proxy

Statement. Our stockholders have the opportunity to vote for or against, or to abstain from voting on, the following

resolution:

RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of our named

executive officers determined by the Compensation Committee, as described in the Compensation Discussion and

Analysis section and the tabular disclosure regarding named executive officer compensation (together with the

accompanying narrative disclosure) in this Proxy Statement.

Because the vote is advisory in nature, it will not be binding on the Board. The Compensation Committee will, however, take

into account the outcome of the vote when considering future executive compensation decisions.

22 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our executive compensation philosophy and program, as well as the

compensation decision-making process of our Compensation Committee for the following NEOs in fiscal 2023:

Named Executive Officer Title

David B. Sewell President and CEO

Alexander W. Pease Executive Vice President and CFO

Patrick M. Kivits President, Corrugated Packaging

Thomas M. Stigers President, Mill Operations

Denise R. Singleton

Executive Vice President, General Counsel and Secretary

EXECUTIVE SUMMARY

Our executive compensation policies and program are a strategic tool designed to drive stockholder value creation by

attracting, retaining and motivating highly effective leaders committed to the successful execution of our business strategy. We

believe our short-term and long-term incentive programs are aligned with the competitive market and appropriately balanced,

reinforcing both near and longer-term results, while also encouraging prudent decision-making and effective risk management.

The core features of our executive compensation program design consist of base salary and short-term and long-term

incentives that are structured to be competitive with comparable organizations and directly linked to performance metrics

tied to both annual goals and the long-term strategy of the Company, while also aligning with the interests of stockholders.

The Compensation Committee has primary oversight over the design and execution of our executive compensation

program. Each year, the Compensation Committee conducts a review of our compensation program to assess alignment

and the overall competitiveness of the pay levels of our executive officers. The pay-for-performance focus of our program is

designed to provide more value when performance is strong, and less value when performance is weak.

In mid-September 2023, we announced the proposed business combination of WestRock and Smurfit Kappa to create

Smurfit WestRock, a global leader in sustainable packaging. The Transaction is expected to close in the second calendar

quarter of 2024, conditional upon regulatory approvals, stockholder approvals and satisfaction of other closing conditions.

Accordingly, the Transaction did not impact the decisions made by the Compensation Committee with respect to our NEOs’

fiscal 2023 compensation.

BUSINESS HIGHLIGHTS AND KEY ACCOMPLISHMENTS – FISCAL 2023

During fiscal 2023, we significantly advanced our strategic transformation initiatives and continued to achieve recognition for

development and commercialization of innovative and sustainable products. We delivered net sales of $20.3 billion,

improved our integrated packaging revenue and margins and generated net cash from operating activities of $1.8 billion,

despite unprecedented market conditions. Following our completion of the Mexico Acquisition in December 2022, we used

our strong cash flow to reduce our total debt by $879 million.

Throughout the year, we improved our asset base through the closure of higher cost facilities and paper machines and

other facility consolidation and invested $1.1 billion in capital expenditures, accelerating our asset recapitalization program

to drive productivity. We exceeded our cost-savings target in fiscal 2023 and exited fiscal 2023 with greater than

$450 million in run-rate savings. In addition, the Mexico Acquisition builds capability to capture on-shoring trends and

growth in the attractive Latin America market. Delivering on our commitment to streamline our portfolio and prioritize

profitable growth, we also exited non-core assets and sold our stakes in multiple non-strategic joint ventures. We remain

focused on driving profitable growth and delivering additional cost savings in fiscal 2024.

Fiscal 2023 Executive Compensation Highlights

Business Strategy Alignment

In fiscal 2023, we focused on strengthening the alignment of our executive compensation program with the Company’s

long-term strategy and reinforcing goals to advance that strategy. Notably, the Compensation Committee modified our LTIP

in fiscal 2023 to replace the Adjusted Free Cash Flow Per Share metric that had applied to performance-based restricted

stock units (“PSUs”) with an Adjusted EPS metric.

WestRock Company 2024 Proxy Statement 23

Compensation Discussion and Analysis

With this change, the Compensation Committee completed the transition of the Adjusted Free Cash Flow Per Share metric

from the LTIP to the STIP that began in fiscal 2022.

For fiscal 2023, our STIP consisted of the same financial performance goals for our NEOs as in fiscal 2022: Consolidated

Adjusted EBITDA, Adjusted Revenue and Adjusted Free Cash Flow Per Share, with weightings of 50%, 25% and 25%,

respectively. For 2023 LTIP awards, consistent with prior years, 75% of the value consisted of PSUs. We allocated 40% of

the total LTIP award value to three-year Adjusted EPS, 25% of the award value to three-year Adjusted ROIC and 10% of

the award value to three-year relative TSR. The remaining 25% of the 2023 LTIP award value consisted of RSUs scheduled

to vest ratably over three years.

Say-on-Pay Results

At our 2023 Annual Meeting, approximately 90% of the votes cast approved of the Company’s annual Say-on-Pay proposal

in support of our executive compensation program. The Compensation Committee takes these results into account when

making compensation decisions, including through ongoing reinforcement of our variable, pay-for-performance philosophy

and the utilization of performance metrics that are designed to deliver near-term and long-term value to our stockholders.

The Compensation Committee determined that the Company’s executive compensation philosophies and objectives and

compensation elements remained appropriate and did not make changes to the Company’s executive compensation

program in response to the 2023 Say-on-Pay vote. The Compensation Committee will continue to review annual Say-on-

Pay vote results and determine whether any future changes are warranted in light of such results.

Executive Compensation Governance Best Practices

We maintain the following governance and executive compensation best practices, which we believe serve the long-term

interests of stockholders:

What We Do What We Do Not Do

Structure Meaningful Portion of Pay to be At-Risk:

In fiscal 2023, 90% of our CEO’s total target

compensation was at-risk; an average of 76% was

at-risk for our other NEOs

No Hedging or Pledging: NEOs are prohibited from

hedging their ownership or pledging common stock as

collateral

Utilize Performance-Based Incentives: 100% of

STIP goals are tied to Company performance, and 75%

of long-term incentives are scheduled to vest based on

achievement of multi-year Company performance goals

No Excise Tax Gross-Ups: We do not provide excise

tax gross-ups for any payments in connection with a

change in control

Maintain Robust Stock Ownership and Retention

Guidelines: Our CEO is required to hold shares valued

at 6x salary and other NEOs are required to hold

shares valued at 3x salary. We also have an equity

retention requirement of 50% of net shares received

until ownership guidelines are met

No Single-Trigger Vesting in the Event of a Change

in Control: Our employee equity awards do not have

“single-trigger” vesting of equity upon a change in

control

Select Challenging Performance Goals: We set

performance goals for short- and long-term incentives

that are designed to be challenging

No Employment Agreements: We do not have

employment agreements or guaranteed bonuses

Maintain Clawback Policy: The Compensation

Committee has adopted a clawback policy applicable to

current and former executive officers in connection with

certain accounting restatements, as required by SEC

and NYSE rules. We also include clawback provisions

applicable to all participants in the STIP and LTIP in the

event of an accounting restatement due to misconduct

No Excessive Perquisites: We do not provide

excessive perquisites and believe our limited

perquisites are reasonable and competitive

Engage an Independent Compensation Consultant:

The Compensation Committee retains an independent

compensation consultant that performs no other

services for the Company and has no conflicts of

interest

No Dividends Paid on Unvested Equity: Dividend

equivalents accrue on our RSUs and PSUs, but are

paid out in shares of our common stock only to the

extent the underlying award vests

24 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

What We Do What We Do Not Do

Perform an Annual Compensation Risk Review: We

annually assess risk in our compensation program

No Repricing of Stock Options: Our equity plan

prohibits repricing of underwater options without

stockholder approval

Participate in Stockholder Engagement: We engage

with institutional investors regarding our executive

compensation program and apprise the Compensation

Committee regarding relevant feedback received

COMPENSATION DECISION-MAKING FRAMEWORK

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract, retain, and motivate highly effective leaders, reward sustained

corporate and individual performance, and drive the achievement of our strategic objectives and the delivery of long-term

stockholder value. Core principles of our executive compensation program include:

• Strategically Aligned Metrics and Goals – Utilize metrics that align with the execution and achievement of the

Company’s short- and long-term strategic plans.

• Variable and At-Risk Performance Orientation – Link a substantial portion of target total compensation to the

achievement of performance metrics and goals. The greater the responsibility, the greater the share of an executive’s

compensation should be at-risk with respect to performance.

• Long-Term Focused – Use multi-year metrics and equity vehicles in our LTIP designed to focus on the execution

and delivery of long-term strategic plans that align the interests of our executives and stockholders.

• Market Competitive – Design and implement an executive compensation program that is competitive relative to

other comparable organizations in order to attract and retain highly effective leaders.

• Appropriate Risk Taking – Design internal controls and governance programs to mitigate excessive risk taking.

Pay-for-Performance

The Compensation Committee structures our NEOs’ compensation such that a significant portion is at-risk. We believe this

allocation of variable target compensation aligns with our pay-for-performance philosophy and motivates our executive

officers to focus on business growth and the creation of value for our stockholders. As noted below, in fiscal 2023, 90% of

target total compensation for Mr. Sewell was at-risk, and only 10% of his compensation was fixed, providing a strong link

between his target total compensation and our financial and operating results. An average of 76% of target total

compensation for the other NEOs was at-risk in fiscal 2023.

FISCAL 2023 CEO COMPENSATION MIX FISCAL 2023 AVERAGE OTHER NEO

COMPENSATION MIX

56%

PSUs

19%

RSUs

10%

Base Salary

15%

STIP

90%

Pay at Risk

40%

PSUs

14%

RSUs

24%

Base Salary

22%

STIP

76%

Pay at Risk

WestRock Company 2024 Proxy Statement 25

Compensation Discussion and Analysis

Roles and Responsibilities

The Compensation Committee, which is comprised of five independent directors, is responsible for overseeing, reviewing

and approving our executive compensation program. In fulfilling its responsibilities, the Compensation Committee receives

input from the CEO, other members of the management team and Meridian. The table below summarizes the roles and

responsibilities of each participant in the executive compensation decision-making process:

Participant Roles and Responsibilities

Compensation Committee

• Sets the executive compensation strategy and compensation policies

• Oversees the performance evaluation of our CEO and other senior executives, including

assessment of performance relative to goals and objectives

• Reviews and approves compensation levels of our CEO and other senior executives

• Reviews and approves our STIP and LTIP designs, including performance metric selection and

assessment of performance goals

• Approves our short-term and long-term incentive performance results and payouts

Independent Compensation

Consultant

• Provides updates on market trends and regulatory developments and assesses the impact on

the executive compensation program

• Reviews and recommends peer group companies used for market analysis of plan designs and

pay practices

• Conducts a competitive market analysis of our compensation program for the CEO and other

senior executives, and advises the Compensation Committee on establishing pay levels

• Advises the Compensation Committee on STIP and LTIP designs, including performance metric

selection and assessment of performance goals

• Attends Compensation Committee meetings, including meeting with the Compensation

Committee in executive session without management

• Reports directly to the Compensation Committee and its Chair, and serves at the discretion of

the Compensation Committee

CEO/Management

• Provides input to the Compensation Committee on the executive compensation program overall

• CEO provides the Compensation Committee with performance assessments for other NEOs

• Develops compensation recommendations (base salary and STIP and LTIP targets) for senior

executives (other than the CEO) for the Compensation Committee’s consideration

Independence of Compensation Consultant

The Compensation Committee retained Meridian as its independent compensation consultant in fiscal 2023 to provide

objective analysis, advice and information (including regulatory trends and updates, competitive market data and

compensation recommendations). In connection with Meridian’s engagement, the Compensation Committee annually

requests and receives a letter from Meridian addressing its independence in light of the standards embodied in SEC rules

and NYSE Standards. For fiscal 2023, the Compensation Committee considered this letter and other factors relevant to

Meridian’s independence and concluded that Meridian was independent and that the engagement did not raise any conflicts

of interest.

Compensation Evaluation

The Compensation Committee uses competitive market data for base salary and short-term and long-term incentive pay to

evaluate compensation levels in light of practices at companies with which we compete for talent. The Compensation

Committee also intends that pay opportunities not deviate significantly from the market median but does not target a specific

level of compensation. Individual pay levels are determined based on a review of each executive’s responsibilities,

performance and experience, as well as the Compensation Committee’s judgment regarding competitive requirements and

internal pay equity.

Compensation Peer Group

In July 2022, with the assistance of Meridian, the Compensation Committee reviewed the then-current compensation peer

group to evaluate whether it reflected (i) companies in our industry and adjacent/similar industries, (ii) companies with which

we compete for talent, and/or (iii) companies with a similar revenue scope and scale of organization, including consideration

of market capitalization. The Compensation Committee also considered companies in our relative TSR peer group, as well

as peer groups selected by ISS and Glass Lewis. Based on this analysis and with the recommendation of Meridian, the

Compensation Committee determined not to make any changes to the compensation peer group for fiscal 2023 (the

“Compensation Peer Group”).

26 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

The companies in our Compensation Peer Group are listed below:

Fiscal 2023

Compensation Peer Group

3M Company International Paper Company

Amcor plc Kimberly-Clark Corporation

Avery Dennison Corp. LyondellBasell Industries NV

Ball Corporation Nucor Corporation

Crown Holdings, Inc. Packaging Corporation of America

Dupont de Nemours, Inc. PPG Industries, Inc.

Freeport McMoRan Inc. The Sherwin-Williams Company

The Goodyear Tire & Rubber Company United States Steel Corporation

Honeywell International, Inc. Weyerhaeuser Company

Fiscal 2023

Compensation Peer Company Revenue

(1)

Percentile $20,677M

Median $18,052M

Percentile $13,565M

WestRock Company $20,241M

WestRock Company Percentile Rank 64

(1) All data shown was obtained from Standard & Poor’s Capital IQ. Revenues reflect the latest trailing twelve months disclosed as of June 1,

2022.

WestRock Company 2024 Proxy Statement 27

Compensation Discussion and Analysis

COMPENSATION ELEMENTS

Our fiscal 2023 executive compensation program consisted of the following three principal pay elements designed to

accomplish our program objectives:

Pay Element* Form

Performance /

Scheduled

Vesting Period Metrics & Weighting Purpose

Base Salary Cash N/A N/A

• Provides fixed

compensation to

attract and retain

highly effective leaders

• Set at market

competitive levels and

adjusted based on

individual capabilities,

experience,

responsibilities,

impact, and performance

STIP Cash

One-year

performance

period

Consolidated

Adjusted EBITDA (50%)

• Encourages

achievement of annual

financial goals and

strategic initiatives that

support stockholder

value creation

Adjusted Revenue (25%)

Adjusted Free Cash Flow Per

(25%)

Safety Modifier (+/-5%)

Diversity and Inclusion Modifier

(+/-5%)

LTIP

PSUs

(75%)

Three-year

performance

period

Adjusted EPS

(40%)

• Encourages

executives to focus on

the achievement of

long-term financial

goals and stock price

performance

• Aligns executive and

stockholder interests

• Provides a mechanism

for retention

Adjusted ROIC (25%)

Relative TSR (10%)

RSUs

(25%)

Three-year

ratable vesting

25%

• Aligns executive and

stockholder interests

by rewarding increase

in stock price over

time

• Promotes stock

ownership

• Provides a mechanism

for retention

* For details on other benefits provided to our NEOs, see “Other Compensation Elements” below.

28 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

Compensation Decisions

Base Salary

Base salary is designed to provide a competitive level of pay to executives based on their capabilities, experience,

responsibilities, impact and performance. No specific formula is applied to determine the weight of each of these factors. At

more senior executive levels, a greater portion of overall compensation is progressively replaced with variable

compensation opportunities.

The Compensation Committee approved the base salary increases noted below for fiscal 2023 following a review of

competitive market data for similarly situated positions, as well as individual performance and internal pay equity

considerations.

Named Executive Officer Fiscal 2022 Base Salary Percentage Increase Fiscal 2023 Base Salary

(1)

David B. Sewell $1,227,000 8.0% $1,325,000

Alexander W. Pease $ 750,000 4.0% $ 780,000

Patrick M. Kivits $ 715,000 5.0% $ 750,750

Thomas M. Stigers $ 698,700 5.0% $ 733,635

Denise R. Singleton $ 680,000 3.0% $ 700,400

(1) Reflects the base salary rates of our NEOs on September 30, 2023. See “Executive Compensation Tables – Fiscal 2023 Summary Compensation Table”

for information related to the salaries paid to our NEOs during fiscal 2023.

Short-Term Incentive Program

Our STIP is designed to motivate senior executives and reward the achievement of specific annual financial goals and

strategic initiatives which are designed to support stockholder value creation. Consistent with our pay-for-performance

philosophy, STIP payout levels rise and fall with our overall achievement of performance goals, determined using the

formula below:

Base

Salary

Target

Award %

Company

Performance

Factor

(0% - 200%)

Adjusted

Revenue

(25%)

Adjusted Free

Cash Flow / Share

(25%)

Final

Award

Payout

(0% - 200%)

1 +

Performance

Modifiers

(+/- 10%)

(50%)

Consolidated

Adjusted EBITDA

Safety

(+/-5%)

Diversity and

Inclusion

Target STIP Opportunities

Each year, the Compensation Committee establishes target STIP opportunities for each NEO, which are reflected as a

percentage of the NEO’s base salary. The Compensation Committee determines target STIP opportunities after taking into

consideration competitive market data from the peer group and the executive’s capabilities, experience, responsibilities,

impact, and performance. Actual STIP payouts may range from 0% to 200% of target based on actual performance and

results delivered, relative to performance goals and modifiers.

The Compensation Committee made no adjustments to target STIP opportunities, as a percentage of base salary, for the

NEOs for fiscal 2023. The table below provides the fiscal 2023 STIP targets, which are determined by multiplying each

NEO’s respective target STIP percentage by his or her base salary.

Named Executive Officer

Fiscal 2023 STIP Target

(as % of Base Salary) Fiscal 2023 STIP Target

David B. Sewell 150% $1,987,500

Alexander W. Pease 100% $ 780,000

Patrick M. Kivits 90% $ 675,675

Thomas M. Stigers 90% $ 660,272

Denise R. Singleton 85% $ 595,340

WestRock Company 2024 Proxy Statement 29

Compensation Discussion and Analysis

STIP Performance Metrics and Weighting

At the beginning of fiscal 2023, the Compensation Committee established STIP performance metrics and goals. As in fiscal

2022, the Compensation Committee determined to utilize Consolidated Adjusted EBITDA, Adjusted Revenue and Adjusted

Free Cash Flow Per Share as metrics for the STIP. The Compensation Committee believed the combination of these three

metrics continued to align the STIP with the strategic initiatives of the Company. Safety and Diversity and Inclusion

modifiers were again included in the STIP design as they remain top priorities for the Company, are important to our

business strategy and demonstrate our focus on human capital management.

The table below summarizes the STIP performance metrics, relative weightings and the Compensation Committee’s

rationale for selecting each metric.

Metric Weighting Metric Selection Rationale Description of Metric

Consolidated

Adjusted EBITDA

50%

Reflects the Company’s operational

performance and focuses management

on profitable growth, margin

improvement and efficiency

Aggregation of each segment’s

Adjusted EBITDA plus non-allocated

expenses, as reflected in the segment

footnote in our 2023 Form 10-K

(1)

,as

further adjusted to exclude the impact

of certain portfolio actions

Adjusted

Revenue

25%

Focuses management on top-line

growth through new customers, new

opportunities and solutions, and

innovation

Net Sales as reported on the

consolidated statements of operations

in our 2023 Form 10-K, as adjusted to

exclude the impact of certain portfolio

actions

Adjusted Free

Cash Flow Per

25%

Focuses management on the

generation of cash to reinforce capital

efficiency, reinvest in the business to

deliver stockholder value and fund

operations

Net cash provided by operating

activities as reported in the

consolidated statement of cash flows

in our 2023 Form 10-K,

(1)

less capital

expenditures and adjusted for certain

portfolio actions and unusual items

(2)

then divided by diluted weighted

average shares outstanding for fiscal

2023

Safety (Modifier) +/-5%

Focuses management on advancing

employee safety initiatives

Safety assessment based on

historical and forward-looking

measures, such as life-changing

events, recordable incident rates, lost

workdays, peer comparisons, number

of corrective actions implemented and

completion of training and

development

Diversity and

Inclusion

(Modifier)

+/-5%

Focuses management on fostering an

environment and culture that is diverse

and one where employees feel

welcomed, valued and supported

Assessment based on historical

measures to improve diverse

representation and forward-looking

measures related to improving

diverse representation and obtaining

and developing diverse talent

(1) See our Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

(2) These items consist primarily of cash restructuring and other costs, net, cash business systems transformation costs, and work stoppage costs,

each net of tax.

30 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

Company Performance Factor

At the beginning of the fiscal year, with consideration of management’s recommendations, the Compensation Committee

sets performance goals aligned with the Company’s business plan. Targets for fiscal 2023 were set at levels that the

Compensation Committee determined would require significant effort on the part of our executives given substantial

macroeconomic uncertainty and anticipated industry trends, including customer inventory rebalancing. At the end of the

fiscal year, the Compensation Committee assessed actual performance results against the goals and determined final

award levels and payouts.

Awards earned under the STIP are contingent upon continued employment through the end of the fiscal year (which is the

performance period) and are subject to the safety and Diversity and Inclusion modifiers described below. Results for the

three financial performance metrics for fiscal 2023 are provided in the table below, with combined performance referred to

as the “Company Performance Factor.”

Metric Weighting

Threshold

(50%

Payout)

Target

(100%

Payout)

Maximum

(200%

Payout)

Actual

Achievement

Metric

Payout*

Weighted

Average

Payout

Consolidated Adjusted

EBITDA 50% $ 2,688M $ 3,360M $ 3,696M $ 3,007M 73.7% 36.9%

Adjusted Revenue 25% $18,900M $21,000M $23,100M $20,444M 86.8% 21.7%

Adjusted Free Cash Flow Per

Share 25% $ 3.85 $ 4.81 $ 5.53 $ 3.88 51.3% 12.8%

Company Performance Factor 71.4%

* Awards for performance between goal levels are interpolated on a linear basis.

Safety and Diversity and Inclusion Modifiers

The STIP payouts for Company executives, including NEOs, are subject to adjustment based on the achievement of safety

and Diversity and Inclusion outcomes through two STIP modifiers. For each modifier, the Compensation Committee has

discretion to reduce STIP payouts by up to 5% if results do not meet predetermined metrics and to increase STIP payouts

by up to 5% if the results meet or exceed the predetermined metrics.

Safety Modifier

Safety results were evaluated by the Compensation Committee based on historical and forward-looking measures. With

respect to historical measures, the Compensation Committee considered year-over-year performance for three metrics:

recordable incident rate; lost workday rate; and life-changing events. To address behavioral changes intended to drive

future improvements in safety, the Compensation Committee also considered the number of corrective actions implemented

and completion of training and development, as well as the Company’s safety performance compared to the American

Forest and Paper Association (“AF&PA”) industry performance and the Bureau of Labor Statistics (“BLS”) Pulp and Paper

industry performance.

Accounting for the Mexico Acquisition in our fiscal 2022 and 2023 metrics, we reduced our recordable incident rate and had

one less life-changing event year-over-year, while our lost workday rate increased during the same period. At the end of

fiscal 2023, all of the Company’s manufacturing sites had a safety training plan or matrix in place. The Company’s safety

results in fiscal 2023 also compared favorably versus applicable AF&PA and BLS safety data. Based on the totality of our

safety results, the Compensation Committee approved a 1.0% positive adjustment to STIP payouts.

Diversity and Inclusion Modifier

Diversity and Inclusion results were evaluated by the Compensation Committee based on performance on three metrics:

year-over-year improvement in diverse representation, including women and people of color; efforts to increase diverse

talent; and development of diverse talent. In fiscal year 2023, diverse representation improved over the prior year despite

attrition challenges and reductions in force. We also made important progress in obtaining and developing diverse talent by

enhancing efforts to expand our candidate pool and offering unconscious bias and inclusion training opportunities to

employees in the U.S. Based on the totality of the Diversity and Inclusion results, the Compensation Committee approved a

4.0% positive adjustment to STIP payouts.

WestRock Company 2024 Proxy Statement 31

Compensation Discussion and Analysis

STIP Payouts

The Compensation Committee is responsible for assessing actual performance relative to performance goals and, in doing

so, determines and certifies the amount of any STIP payout. As described above, for fiscal 2023, the Compensation

Committee assessed actual performance relative to financial performance goals and safety and Diversity and Inclusion

objectives. Based on the assessment, the Compensation Committee determined and certified the STIP payouts set forth

below.

Named Executive Officer

Fiscal 2023

STIP Target

Company

Performance

Factor

(Safety +

Diversity &

Inclusion

Modifiers)

STIP

Payout

STIP

Payout

(% of

Target)

David B. Sewell $1,987,500 71.4% 1.05 $1,490,029 74.97%

Alexander W. Pease $ 780,000 71.4% 1.05 $ 584,766 74.97%

Patrick M. Kivits $ 675,675 71.4% 1.05 $ 506,554 74.97%

Thomas M. Stigers $ 660,272 71.4% 1.05 $ 495,006 74.97%

Denise R. Singleton $ 595,340 71.4% 1.05 $ 446,326 74.97%

Long-Term Incentive Program

Long-term incentive awards are designed to focus on achievement of our long-term business strategy and goals while

aligning the interests of executives with those of our stockholders and providing a retention mechanism. For 2023, LTIP

awards consisted of:

• PSUs, representing 75% of the award value, of which we allocated 40% of the total LTIP award value to Adjusted

EPS, 25% to Adjusted ROIC and 10% to relative TSR; and

• RSUs, representing 25% of the total LTIP award value.

We believe that the combination of PSUs and RSUs creates a strong at-risk LTIP portfolio that provides optimal alignment

among our performance, management’s execution of our long-term strategic plan and goals, and value actually realized by

our executives.

LTIP Awards – 2023

The Compensation Committee granted annual LTIP awards on February 3, 2023 to our NEOs. The awards are scheduled

to vest subject to satisfaction of the applicable time-based and/or performance-based criteria and provide for dividend

equivalent units to be paid only to the extent the underlying awards vest.

PSUs

For fiscal 2023, 75% of target LTIP compensation value was awarded in the form of PSUs to incentivize and retain our

NEOs by offering them the opportunity to receive shares of our common stock upon the achievement of specified Company

performance criteria following a three-year performance period. The PSUs granted on February 3, 2023 included a service

condition and three performance metrics: Adjusted EPS; Adjusted ROIC; and relative TSR. The performance period for

each metric is January 1, 2023 to December 31, 2025.

For fiscal 2023, the Compensation Committee determined to replace the Adjusted Free Cash Flow Per Share metric

applicable to recent PSU awards with an Adjusted EPS metric in order to strengthen the alignment of our executive

compensation program with the Company’s long-term strategy and its goals to reinforce that strategy. We calculate

Adjusted EPS based on earnings per share as reported on the consolidated statements of operations in our 2023

Form 10-K, adjusted to exclude the impact of certain (i) portfolio actions and (ii) unusual or non-recurring items.

As in 2022, the Compensation Committee also included Adjusted ROIC as a performance metric in the 2023 LTIP awards

to focus on the effective and disciplined use of capital and the return generated for stockholders. We calculate Adjusted

ROIC by dividing adjusted net operating profit after tax by the sum of invested capital at the end of each calendar year in

the three-year performance period. We define adjusted net operating profit after tax as the after-tax impact of Consolidated

Adjusted EBITDA less depreciation and amortization, other than amortization expense related to purchased intangibles and

subject to certain adjustments for non-recurring and specified other items. We define invested capital as total equity and

total debt less cash and cash equivalents, subject to certain adjustments for non-recurring and specified other items.

32 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

The Company does not disclose specific details on the Adjusted EPS and Adjusted ROIC goals because it believes such

disclosure could cause competitive harm. Given the economic and market conditions at the time the target goals were set,

the target payout levels were designed to be challenging but achievable, while payouts at maximum were designed to be

stretch goals.

For the portion of the award allocated to the relative TSR metric, the number of shares scheduled to vest is based on a

percentage of the respective target shares based on our TSR performance relative to a 20-company custom peer group as

follows:

Relative Total Shareholder Return

Vesting % of Target Award Allocated

to Relative TSR Metric*

≥ 75

percentile 200%

percentile 100%

percentile 50%

<30

percentile 0%

* Awards for performance between these goal levels will be interpolated on a linear basis.

Relative TSR is calculated using the average closing price of our common stock for the 20 trading days prior to the start and

end of the January 1, 2023 through December 31, 2025 performance period compared to companies in our custom peer

group using an identical calculation. Dividends paid to stockholders during the performance period are treated as a

reinvestment on the ex-dividend date. Payouts under this performance metric are capped at target if our TSR is negative

over the performance period regardless of performance against the custom peer group, and payouts are capped at 200%

regardless of whether performance exceeds the maximum level.

For fiscal 2023 awards, the Compensation Committee determined to utilize the same custom peer group as in fiscal 2022

for the relative TSR performance comparison:

2023 Custom Peer Group

Alcoa Corporation Nucor Corporation

Berry Global Group, Inc. Olin Corporation

Celanese Corporation Packaging Corporation of America

Cleveland-Cliffs, Inc. Sealed Air Corporation

Eagle Materials, Inc. Sonoco Products Company

Eastman Chemical Company The Chemours Company

Graphic Packaging Holding Company The Goodyear Tire & Rubber Company

International Paper Company The Mosaic Company

LyondellBasell Industries United States Steel Corporation

Minerals Technologies, Inc. Weyerhaeuser Company

RSUs

For 2023 awards, 25% of the target LTIP compensation value was awarded in the form of RSUs to align executive and

stockholder interests, promote stock ownership and provide a mechanism for retention. The awards are scheduled to vest in

equal installments on the first, second and third anniversaries of the grant date, subject to continued service through each

applicable vesting date. The Compensation Committee approved a dollar value for these awards, and the number of

underlying shares was calculated using the 20-day average closing stock price for the 20 trading days ending on the grant

date.

2023 LTIP Grants

The Compensation Committee determines the target LTIP opportunities after taking into consideration competitive market

data from the Compensation Peer Group and the executive’s capabilities, experience, responsibilities, impact, and

performance. For 2023, the target LTIP opportunity for each NEO reflects the Compensation Committee’s assessment of

leadership, competencies demonstrated in the role and each NEO’s position relative to market benchmarks of our

Compensation Peer Group and industry survey data.

WestRock Company 2024 Proxy Statement 33

Compensation Discussion and Analysis

Based on these considerations, the Compensation Committee approved the following awards for 2023:

Named Executive Officer

PSUs

(at Target) RSUs Total Target LTIP Award

David B. Sewell $7,453,125 $2,484,375 $9,937,500

Alexander W. Pease $1,550,250 $ 516,750 $2,067,000

Patrick M. Kivits $1,210,585 $ 403,528 $1,614,113

Thomas M. Stigers $1,182,986 $ 394,329 $1,577,315

Denise R. Singleton $ 971,805 $ 323,935 $1,295,740

2020 PSU Payout

On February 3, 2020, we granted PSUs to each of the then-serving NEOs that could be earned based on an assessment of

three-year Adjusted Free Cash Flow Per Share, measured over a January 1, 2020 through December 31, 2022

performance period, and relative TSR, measured over a February 3, 2020 through February 2, 2023 performance period. In

February 2023, the Compensation Committee approved an aggregate payout of 101.3%, reflecting a payout of 151.8% on

the Adjusted Free Cash Flow Per Share metric, as we generated $5.17 of Adjusted Free Cash Flow Per Share during the

applicable performance period, and a payout of 0% on the relative TSR metric, as we generated a TSR below the 30

percentile compared to the S&P 500 Materials Index during the applicable performance period.

Metric* Weighting

Target

(100% Payout)

Actual

Achievement

Metric

Payout

Weighted

Average Payout

Adjusted Free Cash Flow Per Share 66.7% $4.65 $5.17 151.8% 101.3%

Relative Total Shareholder Return 33.3% 50

Percentile 11

Percentile 0.0% 0.0%

2020 PSU Payout 101.3%

* Metrics are further described in the proxy statement filed in connection with our annual meeting held on January 29, 2021.

Other Compensation Elements

Retirement Benefits

We provide certain retirement benefits to our NEOs in order to provide a fundamental component of compensation and to

attract and retain high quality senior executives. See “Executive Compensation Tables – Retirement Plans” for more

information.

Other Benefits and Perquisites

We provide a limited number of perquisites and other personal benefits to our NEOs. We do not reimburse our NEOs for

club memberships or provide tax gross-up payments except in limited business-related circumstances such as relocation at

the Company’s request. The Company provides relocation and related benefits to NEOs as part of a competitive offer of

employment in order to induce them to join the Company and to place them in the same financial position as if they had not

relocated.

Certain perquisites are provided that are intended to enable our NEOs to perform their responsibilities more efficiently. We

offer our NEOs an annual executive physical to promote their health and well-being and to provide them access to

comprehensive and convenient preventative care. In addition, we provide a financial planning benefit that assists executives

with the complexity of their personal financial matters and compliance support for personal tax reporting. The benefit consists

of annual reimbursement of costs incurred for qualifying financial planning services of up to $7,500 for each NEO. Our NEOs

are also eligible for benefits related to security measures, including residential cybersecurity systems and services, which we

believe enhance the security of our executives and our information systems and data. Our CEO is also permitted to use our

corporate aircraft for limited personal use and may approve limited personal use for other NEOs. This perquisite helps

increase their availability for Company matters and permits them to conduct business without distractions. We believe that

the benefit to us of providing this perquisite outweighs the costs to the Company. For additional information regarding

benefits provided to our NEOs, see “Executive Compensation Tables – All Other Compensation Table for Fiscal 2023.”

SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS

Executive Severance Plan

During fiscal 2022, with the approval of the Compensation Committee following a market review, we amended and restated

our Executive Severance Plan (the “Severance Plan”). The Severance Plan is intended to (i) provide a market-based

severance program to recruit and retain executives on competitive terms, (ii) consolidate and standardize our severance

practices for existing executives, and (iii) enhance protections for the Company in connection with executive

34 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

transitions. Each of our NEOs is eligible to participate in the Severance Plan, provided they have entered into a restrictive

covenant agreement with us and, where applicable, waived all severance benefits under any other agreement with us

(each, a “plan participant”). In connection with Mr. Sewell becoming our President and CEO in March 2021, we agreed to

make a severance payment to him consistent with the terms of the Severance Plan if we terminate his employment without

cause during his first three years of employment.

A plan participant would receive benefits under the Severance Plan only if the plan participant’s employment was

involuntarily terminated by the Company for a reason other than (i) Cause (as defined in the Severance Plan),

(ii) termination of employment after the plan participant qualified to receive long-term disability benefits under a Company

plan, or (iii) termination of employment after the plan participant’s extended absence from which such participant failed to

return in accordance with the terms of any Company leave policy. A plan participant’s retirement, death or voluntary

termination would not result in payment of any benefits under the Severance Plan. In addition, the Severance Plan provides

that if a plan participant becomes entitled to benefits under a change in control severance agreement, as described below,

such benefits would be in lieu of, and not in addition to, benefits under the Severance Plan.

The Severance Plan includes the following benefits described below for our NEOs following an eligible termination:

• Severance pay equal to base salary and target STIP for 24 months in the case of the CEO and 18 months in the

case of executives reporting directly to the CEO (each such period, a “Severance Period”), paid ratably over the

course of the Severance Period; and

• Subsidized group health benefits during the Severance Period if the plan participant or such participant’s dependents

maintained coverage under the Company’s group health benefits for at least 60 days immediately preceding an

eligible termination.

Benefits under the Severance Plan are expressly conditioned upon a plan participant’s execution of a separation agreement

and release and compliance with restrictive covenants. Plan participants are also eligible for outplacement services for nine

months. Plan participants would be eligible to receive other benefits on account of termination of their employment solely to

the extent provided under other applicable Company employee benefit plans and policies.

Change in Control Agreements

Each of our NEOs is party to a change in control severance agreement (“CIC Agreement”) with us. We entered into these

agreements in fiscal 2022 to align the interests of our NEOs and stockholders during the period of a pending change in

control and to attract and retain executives.

The CIC Agreements provide each NEO with severance payments and certain benefits in the event of the NEO’s

termination by the Company without “Cause” or by the NEO for “Good Reason” (each as defined in the CIC Agreements)

during the two years following a change in control, provided that the NEO delivers an effective release of claims in favor of

the Company and its affiliates. The payments and benefits under the CIC Agreements include: (i) in the case of Mr. Sewell,

a lump sum payment equal to three times the sum of Mr. Sewell’s base salary and his target STIP for the fiscal year in

which the termination occurs (the “Annual Target Bonus”), and in the case of our other participating NEOs, a lump sum

payment equal to two times the sum of their base salary and Annual Target Bonus; (ii) a lump sum payment equal to the

product of (x) the greater of (A) the Annual Target Bonus and (B) the average of the annual bonuses paid or payable to the

NEO in respect of the three fiscal years immediately preceding the termination date (or, if the NEO has not been employed

for three full fiscal years, the average of the annualized annual bonuses paid or payable to the NEO for the number of fiscal

years immediately preceding the termination date that they have been employed) and (y) a fraction, the numerator of which

is the number of days the NEO was employed in the fiscal year in which the termination occurs through, and including, the

date of termination and the denominator of which is 365; (iii) continued group health benefits (including for the NEO’s

dependents) for 36 months for Mr. Sewell and, in the case of our other participating NEOs, 24 months following the NEO’s

termination date, at the rate then applicable to similarly-situated active employees; (iv) up to one year of reasonable

outplacement assistance; and (v) immediate vesting of unvested equity awards, with outstanding PSUs vesting at the

greater of (A) the target level of performance and (B) the average level of performance (based on actual results) of the

Company and its affiliates over the three LTIP plan years immediately preceding the change in control. While the

Transaction will constitute a change in control under the CIC Agreements, no amounts will be payable to an NEO under

such agreements absent a triggering termination event.

Notwithstanding the foregoing, a portion of the severance amounts payable to the NEOs pursuant to the CIC Agreements

may, to the extent any portion thereof would constitute a deferral of compensation subject to Section 409A of the Internal

Revenue Code (“Section 409A”), instead be paid in equal installments over the associated severance period, in accordance

with the schedule set forth in the Severance Plan.

WestRock Company 2024 Proxy Statement 35

Compensation Discussion and Analysis

Any amounts paid to the NEOs under the CIC Agreements would be reduced to the maximum amount that could be paid

without being subject to the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code, but only if

the after-tax benefit of the reduced amount was higher than the after-tax benefit of the unreduced amount. In consideration

for the benefits under the CIC Agreements, each NEO agreed to continue to comply with any covenant restricting the NEO’s

ability to compete with the Company to which such NEO is subject under any agreement with the Company or any of its

subsidiaries.

OTHER COMPENSATION PRACTICES AND POLICIES

Consideration of Risk in Compensation Policies

Our compensation plans, policies and practices are designed to implement our compensation philosophy of motivating our

executive officers to achieve our business objectives in the short-term and to grow our business to create long-term value

for our stockholders. As part of our annual review of our compensation plans, policies and practices, we conduct a risk

assessment of whether such plans, policies and practices are encouraging undue risk taking. Based on this review in fiscal

2023, the Compensation Committee has concluded that the risks arising from its compensation program are not reasonably

likely to have a material adverse effect on the Company.

Officer Stock Ownership and Retention Requirements

The Company’s stock ownership guidelines require our executive officers to own common stock with a value equal to a

specified multiple of their respective base salaries as follows:

Position Required Ownership

CEO 6 times base salary

Other NEOs 3 times base salary

Designated executives are expected to meet the targeted ownership levels within five years of becoming subject to the

guidelines. In determining compliance with these guidelines, stock ownership includes unvested RSUs, but it does not

include unvested PSUs or unexercised stock options. Once determined to be in compliance with the guidelines, an

individual is not considered to be out of compliance at a future date due solely to a decrease in the price of our common

stock since the last compliance measurement date. All NEOs, other than Mr. Kivits, are currently in compliance with these

guidelines. Mr. Kivits became subject to the ownership guidelines in fiscal 2020 and is making progress towards meeting

them.

Designated executives who do not satisfy the ownership guidelines above are required to retain 50% of the net shares

received from vesting of RSUs and PSUs until the stock ownership requirements are met. For these purposes, “net shares”

are those shares remaining after shares are sold or withheld to satisfy, among other things, tax obligations arising from the

vesting of RSUs or PSUs.

Anti-Hedging/Anti-Pledging Policy

We maintain a policy that prohibits our directors and officers, including members of our senior management team, and other

designated employees from entering into derivative or hedging transactions in our securities, pledging our securities as

collateral for a loan or short-selling our securities.

Clawback Policy and Provisions

The Compensation Committee has adopted a mandatory clawback policy for current and former executive officers aligned

with SEC and NYSE rules (the “Clawback Policy”). Under the Clawback Policy, in the event of an accounting restatement

due to the material noncompliance of the Company with any financial reporting requirement under the securities laws,

WestRock will recover erroneously awarded incentive compensation received by current and former executive officers

during the three completed fiscal years immediately preceding the restatement date. In addition, the Company includes

clawback provisions applicable to participants in the STIP and LTIP in the event of an accounting restatement due to

misconduct.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management.

Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation

Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our 2023 Form 10-K.

Compensation Committee : Timothy J. Bernlohr, Chair; Colleen F. Arnold; J. Powell Brown; James E. Nevels and E. Jean

Savage.

36 WestRock Company 2024 Proxy Statement

Compensation Discussion and Analysis

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee is comprised entirely of the five independent directors listed above. No member of the

Compensation Committee (a) was, during fiscal 2023, an officer or employee of WestRock or any of our subsidiaries,

(b) was formerly an officer of WestRock or any of our subsidiaries or (c) had any relationship requiring disclosure by us

pursuant to Item 404 of Regulation S-K. ln fiscal 2023, none of our executive officers served on the board of directors or

compensation committee of any entity that had one or more of its executive officers serving on the Board or the

Compensation Committee.

WestRock Company 2024 Proxy Statement 37

Executive Compensation Tables

EXECUTIVE COMPENSATION TABLES

The tables below contain information about our NEOs during fiscal 2023. Certain numbers in the tables may not add due to

rounding.

FISCAL 2023 SUMMARY COMPENSATION TABLE

The amounts reported in the following table, including base salary, short-term and long-term incentive amounts, benefits

and perquisites, are described more fully under “Compensation Matters – Compensation Discussion and Analysis”.

Name and

Principal Position(s)

Fiscal

Year

Salary

($)

(1)

Bonus

($)

(2)

Stock

Awards

($)

(3)

Non-Equity

Incentive Plan

Compensation

($)

(4)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

(5)

Total ($)

David B. Sewell

President and CEO

2023 1,300,500 - 9,544,333 1,490,029 - 280,750 12,615,612

2022 1,220,250 - 7,591,297 2,328,123 - 436,600 11,576,270

2021 654,545 - 18,896,377 1,536,391 - 101,773 21,189,086

Alexander W. Pease

(6)

Executive Vice President and CFO

2023 772,500 - 1,985,123 584,766 - 231,262 3,573,651

2022 673,295 585,000 6,021,728 849,936 - 414,558 8,544,517

Patrick M. Kivits

President, Corrugated Packaging

2023 741,813 - 1,550,234 506,554 - 76,249 2,874,850

2022 683,375 - 1,238,571 785,622 - 426,573 3,134,141

2021 632,751 - 1,577,749 876,083 - 135,007 3,221,590

Thomas M. Stigers

(6)

President, Mill Operations

2023 724,901 - 1,514,860 495,006 - 91,493 2,826,260

2022 695,275 - 1,296,899 795,433 - 145,717 2,933,324

Denise R. Singleton

(6)

Executive Vice President, General

Counsel and Secretary

2023 695,300 - 1,244,607 446,326 - 469,443 2,855,676

2022 399,815 100,000 4,857,651 430,669 - 203,934 5,992,069

(1) The salary amounts for fiscal 2023 reflect three months of salary at the calendar year 2022 rate in effect on October 1, 2022, and nine months of salary

at the calendar year 2023 rate.

(2) Amounts represent one-time make-whole cash awards provided to Mr. Pease and Ms. Singleton in fiscal year 2022 upon hire to compensate them for

outstanding cash awards forfeited at their prior employers when they joined the Company.

(3) SEC regulations require us to disclose the aggregate grant date fair value of stock awards in accordance with ASC 718. For grants of PSUs with

Adjusted EPS and Adjusted ROIC metrics and RSUs, the grant date fair value per share is equal to the closing price of our common stock on the NYSE

on the date of the applicable grant ($34.89 on February 3, 2023). For grants of PSUs with a relative TSR metric, the grant date fair value was determined

using a Monte Carlo simulation ($39.72 on February 3, 2023). PSU grants contain a performance condition that may be adjusted from 0-200% of target

subject to the level of performance attained. SEC regulations require us to disclose the aggregate grant date fair value based upon the probable outcome

of these conditions at the time of grant. The amounts shown for the PSU grants made in fiscal 2023 are presented at 100% of target, which was the

expected probable outcome of the performance condition on the grant date. Assuming maximum performance, the aggregate grant date fair value of

these awards would be as follows: Mr. Sewell, $15,663,516; Mr. Pease, $3,257,910; Mr. Kivits, $2,544,075; Mr. Stigers, $2,486,024 and Ms. Singleton,

$2,042,541. We disclose the aggregate amount without reduction for assumed forfeitures (as we do for financial reporting purposes).

(4) Amounts shown reflect payments made to our NEOs under our STIP. Awards paid under this program for fiscal 2023 were earned in fiscal 2023 and paid

in fiscal 2024.

38 WestRock Company 2024 Proxy Statement

Executive Compensation Tables

(5) The amounts shown as “All Other Compensation” consist of the following items:

ALL OTHER COMPENSATION TABLE FOR FISCAL 2023

Company

Contributions

to 401(k) Plan

and Deferred

Compensation

Plan ($) (A)

Aircraft Usage

($) (B)

Relocation

Benefits

$ (C)

Tax

Reimbursement

and Preparation

($) (D)

Other

($) (E) Total ($)

David B. Sewell 209,290 63,960 - - 7,500 280,750

Alexander W. Pease 92,420 15,600 99,665 - 23,577 231,262

Patrick M. Kivits 47,709 - - 13,242 15,298 76,249

Thomas M. Stigers 91,493 - - - - 91,493

Denise R. Singleton 91,522 - 376,237 - 1,684 469,443

(A) The WestRock Company 401(k) Retirement Savings Plan (the “401(k) Plan”) provides eligible employees with a matching contribution of 100% of

the first 5% of eligible pay they contribute to the plan. In addition, for eligible employees, we contribute 2.5% of their eligible pay following the endof

the calendar year. For purposes of the 401(k) Plan, eligible pay is limited by Internal Revenue Service (“IRS”) regulation. Under the WestRock

Company Deferred Compensation Plan, executives receive a match of 100% of the first 5% of their contributions in excess of the lRS limit and an

additional 2.5% of eligible pay in excess of that limit. Eligible pay includes salary and non-equity incentive compensation. Certain amounts disclosed

in this column are also disclosed in the table below titled “Fiscal 2023 Nonqualified Deferred Compensation.” All amounts disclosed in this column

assume that the NEO remains employed as of December 31, 2023 or is eligible for retirement under the terms of the applicable plan.

(B) In accordance with SEC regulations, we report the use of corporate aircraft by our executive officers as a perquisite unless it is “integrally and

directly related” to the performance of the executive’s duties. SEC rules require us to report this and other perquisites at aggregate incremental cost.

We estimate the aggregate incremental cost for aircraft use based on average variable operating costs, which includes items such as fuel,

maintenance, landing fees, trip-related permits, trip-related hangar costs, trip-related meals and supplies, crew expenses during layovers, and any

other expenses incurred or accrued based on the number of hours flown. The values reported in this column include aggregate incremental cost for

repositioning flights.

(C) Represents relocation assistance, including costs of shipment of personal goods, closing costs, home purchase costs, temporary living costs, and

reimbursement of taxes related to imputed income associated with relocation-related benefits of $44,949 for Mr. Pease and $82,191 for

Ms. Singleton. Values reported in this column represent amounts reimbursed directly to the NEO or the third-party service provider, as applicable.

(D) Represents costs associated with tax return preparation services of $11,270 in connection with Mr. Kivits’ relocation from Switzerland and

reimbursement of taxes related to imputed income of $1,972 for such services.

(E) Represents payments for expenses relating to reimbursement for qualified financial planning services for Messrs. Sewell and Pease, an executive

physical for Mr. Pease, cybersecurity services for Messrs. Pease and Kivits, and company-sponsored tickets to entertainment events for Mr. Pease

and Ms. Singleton.

(6) Compensation information for Messrs. Pease and Stigers and Ms. Singleton is only provided for fiscal 2022 and 2023 because they were not NEOs in

fiscal 2021.

WestRock Company 2024 Proxy Statement 39

Executive Compensation Tables

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

The following table provides information as to the grants of plan-based awards to each NEO during fiscal 2023. This

includes annual non-equity incentive awards under our STIP and equity awards under our LTIP. See “Compensation

Matters — Compensation Discussion and Analysis — Compensation Elements — Short-Term Incentive Program” and

“Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Long-Term Incentive

Program.”

Name

Grant

Date

(1)

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

(2)

Estimated Future Payouts Under

Equity Incentive Plan Awards

(3)

All Other

Stock Awards:

Number of Shares

of Stock or Units

(#)

(4)

Grant Date

Fair Value of

Stock-based

Awards

($)

Threshold

($)

Target

($)

Maximum

($)

Threshold

(#)

Target

(#)

Maximum

(#)

David B. Sewell 248,438 1,987,500 3,975,000

2/3/2023 67,455 2,353,505

2/3/2023 13,491 202,365 404,730 7,190,828

Alexander W. Pease 97,500 780,000 1,560,000

2/3/2023 14,030 489,507

2/3/2023 2,806 42,090 84,180 1,495,616

Patrick M. Kivits 84,459 675,675 1,351,350

2/3/2023 10,955 382,220

2/3/2023 2,191 32,870 65,740 1,168,014

Thomas M. Stigers 82,534 660,272 1,320,544

2/3/2023 10,705 373,497

2/3/2023 2,141 32,120 64,240 1,141,363

Denise R. Singleton 74,418 595,340 1,190,680

2/3/2023 8,795 306,858

2/3/2023 1,759 26,390 52,780 937,749

(1) 2023 LTIP grants were approved by the Compensation Committee on January 26, 2023. However, our equity granting procedures provide that the grant

date will not occur until two business days after the release announcing the Company’s financial results for the most recently ended fiscal quarter, which

occurred on February 3, 2023.

(2) These columns represent the threshold, target and maximum award opportunities under our STIP, prior to the application of modifiers, which are

described in greater detail under “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Short-Term Incentive

Program.”

(3) These columns represent PSU grants made on February 3, 2023. All such grants are scheduled to vest, if at all, based on the achievement of applicable

performance conditions during the January 1, 2023 through December 31, 2025 performance period and service through February 3, 2026, as described

under “Compensation Matters — Compensation Discussion and Analysis — Compensation Elements — Long-Term Incentive Program.” During the

vesting period, the PSUs are adjusted to reflect the accrual of dividend equivalent units, which will be distributed only to the extent the underlying PSUs

vest.

(4) This column represents RSU grants made on February 3, 2023. All such grants are scheduled to vest in equal installments based on continued service

through the first, second and third anniversaries of the grant date. During the vesting period, the RSUs are adjusted to reflect the accrual of dividend

equivalent units, which will be distributed at the same time as the underlying RSUs (assuming such RSUs vest).

40 WestRock Company 2024 Proxy Statement

Executive Compensation Tables

OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END

The following table summarizes stock-based compensation awards outstanding as of September 30, 2023, and provides

information concerning outstanding equity incentive plan awards for each NEO as of the end of fiscal 2023. Each

outstanding award is represented by a separate row that indicates the number of securities underlying the award. For option

awards, the table discloses the number of shares underlying unexercised options, the exercise price and the expiration

date. For stock awards, the table provides the total number of outstanding shares subject to awards that have not fully

vested, including dividend equivalent units, and the aggregate market value of those shares.

Option Awards Stock Awards

Name /

Type of Award Grant Date

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options (#)

Option

Exercise

Price ($)

Option

Expiration

Date

Number of

Shares of

Stock That

Have Not

Vested (#)

Market

Value of

Shares of

Stock That

Have Not

Vested ($)

(1)

Equity

Incentive

Plan Awards:

Number of

Unearned

Shares That

Have Not

Vested (#)

Equity

Incentive

Awards:

Market or

Payout Value

of Unearned

Shares That

Have Not

Vested ($)

(1)(9)

David B. Sewell

Make-Whole

Sign-On RSU 3/15/2021

(2)

- - - - - 66,284 2,372,967 - -

2021 RSU 3/15/2021

(3)

- - - - - 44,742 1,601,764 - -

2022 RSU 2/7/2022

(4)

- - - - - 28,439 1,018,116 - -

2023 RSU 2/3/2023

(4)

- - - - - 69,314 2,481,441 - -

2021 PSU 3/15/2021

(5)

- - - - - - - 134,225 4,805,255

2022 PSU 2/7/2022

(6)

- - - - - - - 127,972 4,581,398

2023 PSU 2/3/2023

(7)

- - - - - - - 207,942 7,444,324

Alexander W. Pease

Make-Whole

Sign-On RSU 11/8/2021

(2)

- - - - - 60,391 2,161,998 - -

2022 RSU 2/7/2022

(4)

- - - - - 6,808 243,726 - -

2023 RSU 2/3/2023

(4)

- - - - - 14,417 516,129 - -

2022 PSU 2/7/2022

(6)

- - - - - - - 30,640 1,096,912

2023 PSU 2/3/2023

(7)

- - - - - - - 43,250 1,548,350

Patrick M. Kivits

2021-1 RSU 2/5/2021

(8)

- - - - - 6,001 214,836 - -

2021-2 RSU 3/1/2021

(4)

- - - - - 4,271 152,902 - -

2022 RSU 2/7/2022

(4)

- - - - - 4,639 166,076 - -

2023 RSU 2/3/2023

(4)

- - - - - 11,257 403,001 - -

2021 PSU 2/5/2021

(5)

- - - - - - - 18,009 644,722

2022 PSU 2/7/2022

(6)

- - - - - - - 20,879 747,468

2023 PSU 2/3/2023

(7)

- - - - - - - 33,776 1,209,181

Thomas M. Stigers

2015 Stock Options 3/9/2015 1,151 - - 57.97 1/30/2025 - - - -

2015 Stock Options 8/5/2015 7,014 - - 56.05 1/30/2025 - - - -

2021-1 RSU 2/5/2021

(8)

- - - - - 6,918 247,664 - -

2021-2 RSU 3/1/2021

(4)

- - - - - 2,669 95,550 - -

2022 RSU 2/7/2022

(4)

- - - - - 4,857 173,881 - -

2023 RSU 2/3/2023

(4)

- - - - - 11,000 393,800 - -

2021 PSU 2/5/2021

(5)

- - - - - - - 20,755 743,029

2022 PSU 2/7/2022

(6)

- - - - - - - 21,864 782,731

2023 PSU 2/3/2023

(7)

- - - - - - - 33,005 1,181,579

Denise R. Singleton

Make-Whole

Sign-On RSU 2/28/2022

(2)

- - - - - 55,931 2,002,330 - -

2022 RSU 2/28/2022

(4)

- - - - - 4,587 164,215 - -

2023 RSU 2/3/2023

(4)

- - - - - 9,037 323,525 - -

2022 PSU 2/28/2022

(6)

- - - - - - - 20,646 739,127

2023 PSU 2/3/2023

(7)

- - - - - - - 27,117 970,789

(1) Based on the closing price of $35.80 for our common stock on September 29, 2023, the last trading date of our fiscal year, as reported on the NYSE.

(2) Represents a one-time make-whole equity award granted to each of Messrs. Sewell and Pease and Ms. Singleton upon hire to compensate them for

outstanding equity awards forfeited at their prior employers when they joined the Company. Each of these awards is scheduled to vest in equal

installments on the first, second and third anniversaries of the respective grant date.

(3) Scheduled to vest on March 15, 2024.

(4) Scheduled to vest in equal installments on the first, second and third anniversaries of the grant date.

WestRock Company 2024 Proxy Statement 41

Executive Compensation Tables

(5) Scheduled to vest, if at all, based on the achievement of an Adjusted Free Cash Flow per Share performance condition during the January 1, 2021

through December 31, 2023 performance period, a relative TSR performance condition during the February 5, 2021 through February 4, 2024

performance period and service through February 5, 2024.

(6) Scheduled to vest, if at all, based on the achievement of applicable performance conditions during the January 1, 2022 through December 31, 2024

performance period and service through February 7, 2025.

(7) Scheduled to vest, if at all, based on the achievement of applicable performance conditions during the January 1, 2023 through December 31, 2025

performance period and service through February 3, 2026.

(8) Scheduled to vest on February 5, 2024.

(9) Consistent with SEC regulations and assuming the applicable performance period had ended on September 30, 2023, the values in this column reflect

target payout with respect to outstanding 2021, 2022 and 2023 PSUs.

OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023

The following table provides information concerning exercises of stock options and vesting of stock awards, including RSUs

and PSUs, during fiscal 2023 for each NEO on an aggregated basis.

Option Awards Stock Awards

Name

Number of Shares

Acquired on Exercise (#)

Value Realized

on Exercise ($)

Number of Shares

Acquired on Vesting (#)

(1)

Value Realized

on Vesting ($)

(2)

David B. Sewell - - 78,909 2,254,009

Alexander W. Pease - - 32,484 1,142,240

Patrick M. Kivits - - 24,694 845,911

Thomas M. Stigers - - 29,524 1,018,913

Denise R. Singleton - - 29,446 924,604

(1) Includes dividend equivalent units credited during the vesting period.

(2) Calculated by multiplying the number of shares vested by the closing price of our common stock on the vesting date.

RETIREMENT PLANS

In addition to the short-term and long-term incentive components of our executive compensation program, each NEO

participates in Company-sponsored U.S.-based retirement plans. We primarily provide retirement benefits to our NEOs

through the 401(k) Plan and the WestRock Company Deferred Compensation Plan. No employee’s compensation for

purposes of the 401(k) Plan includes amounts in excess of the Internal Revenue Code’s compensation limit, which is

adjusted periodically for inflation.

The following table includes information about each of our retirement plans and indicates which NEOs participate in the

plans.

Plan Name Plan Type Description Eligible Participants

WestRock Company

401(k) Retirement

Savings Plan

Savings This qualified plan provides a matching contribution of 100% of the

first 5% of an employee’s contributions. Following the end of the

calendar year, we contribute 2.5% of the participant’s calendar

year compensation, subject to certain restrictions.

All salaried and non-union hourly

employees, including our NEOs, may

participate in this plan.

WestRock Company

Deferred Compensation

Plan

Savings This non-qualified, unfunded plan allows employees to make

elective deferrals or additional deferrals of base salary and STIP

above the qualified plan limit. We provide a matching contribution

of 100% of the first 5% of the participant’s deferred compensation

in excess of such limit. Following the end of the calendar year, we

contribute 2.5% of the participant’s calendar year compensation in

excess of the qualified compensation limit, subject to certain

restrictions.

Certain highly compensated employees,

as determined by us, including each of

our NEOs, may participate in this plan.

42 WestRock Company 2024 Proxy Statement

Executive Compensation Tables

FISCAL 2023 NONQUALIFIED DEFERRED COMPENSATION

The following table provides information with respect to the WestRock Company Deferred Compensation Plan for fiscal

2023 and, with respect to Mr. Stigers, a predecessor company plan that is closed to contributions. The amounts shown

include compensation earned and deferred in prior years, and earnings on such amounts. We also make matching

contributions or profit-sharing contributions to the WestRock Company 401(k) Retirement Savings Plan, but this plan is tax

qualified and, therefore, not included in this table. We include our matches to all defined contribution plans in the “All Other

Compensation Table for Fiscal 2023” included in footnote 5 of the “Fiscal 2023 Summary Compensation Table” above.

Deferred compensation plan balances are distributed to participants following termination of employment, subject to any

delays required under Section 409A.

Name

Executive

Contributions

in Last Fiscal

Year ($)

(1)(2)(5)

Registrant

Contributions

in Last Fiscal

Year ($)

(3)(5)

Aggregate

Earnings

in Last

Fiscal

Year ($)

(4)

Aggregate

Withdrawals /

Distributions ($)

Aggregate

Balance at Last

Fiscal

Year-End ($)

(6)

David B. Sewell 159,401 184,540 34,429 - 874,651

Alexander W. Pease 41,988 67,670 333 - 145,756

Patrick M. Kivits - 22,959 3,042 - 75,974

Thomas M. Stigers 60,995 66,743 269,384

(7)

- 2,895,846

Denise R. Singleton 48,671 66,772 6,085 - 179,965

(1) For fiscal 2023, each NEO employed at the beginning of the fiscal year was eligible to defer up to 75% of their salary and, separately, 75% of their STIP

award.

(2) These amounts represent elected contributions made by each NEO in respect of fiscal 2023.

(3) We match an amount equal to 100% of the first 5% of the executive’s contributions in excess of the qualified plan limit. All of the NEOs receive an

additional employer contribution of 2.5% of eligible pay in excess of the qualified plan limit, if the participant is employed on the last day of the plan year

(December 31) or terminates employment due to retirement and is at least age 55 with 10 years of service, death or disability. All amounts in this column

assume that the NEO remains employed as of December 31 or is eligible for retirement under the terms of the WestRock Company Deferred

Compensation Plan.

(4) This column reflects the total dollar amount of interest or other earnings (losses) accrued during fiscal 2023, including interest and dividends paid at

market rates. We do not consider the payment of interest and other earnings at market rates to be compensation.

(5) Amounts reflected in the “Executive Contributions in Last Fiscal Year” column are reflected in the “Salary” and “Non-Equity Incentive Plan Compensation”

columns of the Fiscal 2023 Summary Compensation Table and amounts reflected in the “Registrant Contributions in Last Fiscal Year” column are

reflected in the “All Other Compensation” column of the Fiscal 2023 Summary Compensation Table.

(6) With respect to the “Aggregate Balance” column, $420,672 of Mr. Sewell’s balance, $37,831 of Mr. Pease’s balance, $29,103 of Mr. Kivits’ balance,

$166,888 of Mr. Stigers’ balance, and $60,737 of Ms. Singleton’s balance, each as of September 30, 2023, was included in the Summary Compensation

Table in fiscal 2022. Further, $112,523 of Mr. Sewell’s balance and $26,850 of Mr. Kivits’ balance, each as of September 30, 2023, was included in the

Summary Compensation Table in fiscal 2021.

(7) In addition to the WestRock Company Deferred Compensation Plan, Mr. Stigers has a balance in the Rock-Tenn Supplemental Retirement Savings Plan

(“SRSP”). The SRSP is a predecessor company deferred compensation plan that is closed to contributions. These amounts reflect earnings/losses in

both of these plans during fiscal 2023.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table summarizes the estimated payments to be made under each agreement, plan or arrangement that

provides for payments to an NEO at, following or in connection with a termination of employment, including by involuntary

termination without cause absent a change in control, voluntary or for cause termination, death or disability, retirement or an

involuntary or good reason termination following a change in control, assuming such an event occurred on September 30,

2023. However, in accordance with SEC regulations, we do not report any amount to be provided to an NEO under any

arrangement which does not discriminate in scope, terms, or operation in favor of our NEOs and which is available generally

to all salaried employees. In addition, see the table above titled “Fiscal 2023 Nonqualified Deferred Compensation” for

information regarding our deferred compensation plans and related NEO balances.

Severance and Change in Control

See “Compensation Matters — Compensation Discussion and Analysis — Severance and Change in Control

Arrangements” for a narrative description of severance and change in control arrangements applicable to our NEOs.

WestRock Company 2024 Proxy Statement 43

Executive Compensation Tables

Name

(1)

Benefit

Involuntary

Termination

Without Cause

Absent Change

in Control ($)

(1)

Voluntary

Termination/

For Cause

Termination ($)

Death or

Disability ($) Retirement ($)

(2)

Involuntary/

Good Reason

Termination

Following

Change in

Control ($)

(3)

David B. Sewell Severance 6,625,000 - - - 9,937,500

STIP

(4)

- - 1,490,029 - 2,566,018

Vesting of Equity Awards

(5)

- - 24,305,237 - 24,305,237

Health & Welfare 40,056 - - - 60,084

Outplacement 4,295 - - - 5,695

Total Value: 6,669,351 - 25,795,266 - 36,874,534

Alexander W. Pease Severance 2,340,000 - - - 3,120,000

STIP

(4)

- - 584,766 - 948,705

Vesting of Equity Awards

(5)

- - 5,567,093 - 5,567,093

Health & Welfare 15,813 - - - 21,084

Outplacement 4,295 - - - 5,695

Total Value: 2,360,108 - 6,151,859 - 9,662,577

Patrick M. Kivits Severance 2,139,638 - - - 2,852,850

STIP

(4)

- - 506,554 - 675,675

Vesting of Equity Awards

(5)

- - 3,538,204 - 3,538,204

Health & Welfare 8,331 - - - 11,108

Outplacement 4,295 - - - 5,695

Total Value: 2,152,264 - 4,044,758 - 7,083,532

Thomas M. Stigers Severance 2,090,861 - - - 2,787,814

STIP

(4)

- - 495,006 495,006 691,309

Vesting of Equity Awards

(5)

- - 3,618,264 3,469,209 3,618,264

Health & Welfare 30,042 - - - 40,056

Outplacement 4,295 - - - 5,695

Total Value: 2,125,198 - 4,113,270 3,964,215 7,143,138

Denise R. Singleton Severance 1,943,610 - - - 2,591,480

STIP

(4)

- - 446,326 - 731,136

Vesting of Equity Awards

(5)

- - 4,200,000 - 4,200,000

Health & Welfare 21,174 - - - 28,233

Outplacement 4,295 - - - 5,695

Total Value: 1,969,079 - 4,646,326 - 7,556,544

(1) Severance amounts for NEOs listed above assume an involuntary termination under the Severance Plan. ln connection with Mr. Sewell becoming our

President and CEO in March 2021, we agreed to make a severance payment to him consistent with the terms of the Severance Plan if we terminate his

employment without cause during his first three years with the Company.

(2) As of September 30, 2023, only Mr. Stigers would have been eligible to receive retirement benefits from the Company (assuming he had notified us of

such retirement at least six months in advance). Mr. Stigers’ retirement benefits would include (i) a pro-rated STIP award based on the number of days

employed during the fiscal year and actual performance results, (ii) a pro-rated number of RSUs granted in 2021 based on the number of full months

employed from the grant date, and 100% of RSUs granted in 2022 and 2023, and (iii) a pro-rated number of PSUs granted in 2021 based on the number

of full months employed from the grant date and 100% of PSUs granted in 2022 and 2023, which are all scheduled to vest based on actual performance

at the end of the applicable performance periods. For purposes of this table, as noted in footnote (5), we have assumed target performance for PSUs.

(3) Any amounts paid to the NEOs under the CIC Agreements will be reduced to the maximum amount that could be paid without being subject to the excise

tax imposed under Sections 280G and 4999 of the Internal Revenue Code, but only if the after-tax benefit of the reduced amount is higher than the

after-tax benefit of the unreduced amount. The amounts reflected in this table do not reflect the application of any reduction in compensation or benefits

pursuant to the terms of the CIC Agreements. While the Transaction will constitute a change in control under the CIC Agreements, no amounts will be

payable to an NEO under such agreements absent a triggering termination event. Additional information regarding specific amounts payable to the NEOs

in connection therewith will be available in the proxy statement/prospectus relating to the special meeting and the Transaction.

(4) For death and disability, STIP payouts are prorated based on actual performance. Following an involuntary termination upon a change in control, STIP

payouts are prorated and determined using the greater of (i) STIP target and (ii) the average of the annual STIP payouts for the three fiscal years

immediately preceding the date of termination (or, if the NEO has not been employed for three full fiscal years, the average of the annualized STIP paid

or payable to the NEO for the number of fiscal years immediately preceding the termination date that the NEO has been employed).

(5) The calculation of the value of vesting of equity awards is based on $35.80, reflecting the closing price of our common stock on September 29, 2023, the

last trading day of our fiscal year, as reported on the NYSE, multiplied by the number of shares that would have vested on September 30, 2023

(assuming target performance for PSUs) upon satisfaction of applicable conditions.

44 WestRock Company 2024 Proxy Statement

Executive Compensation Tables

CEO PAY RATIO

Fiscal Year

Median Employee

Compensation ($) CEO Compensation ($)

(1)

Ratio

2023 84,559 12,615,612 149:1

(1) As reported in the Fiscal 2023 Summary Compensation Table of this Proxy Statement.

We are required under Item 402(u) of Regulation S-K to calculate and disclose our CEO pay ratio. We selected August 31,

2023, as the date to identify our median employee for our fiscal 2023 pay ratio calculation after concluding that changes in

our employee population during the fiscal year would result in a significant change in our pay ratio disclosure.

As permitted under SEC rules for our pay ratio disclosure, from our total employee population of 57,560 full-time, part-time,

seasonal and temporary employees as of August 31, 2023 (other than our CEO), we excluded all employees from certain

countries representing in aggregate less than 5% of our employee base to arrive at the median employee consideration

pool

(1)

. We used the consistently applied compensation measure of base salary rate as of August 31, 2023, with foreign

exchange rates translated to the U.S. dollar equivalent, where applicable. Our median employee is located in the U.S.

We calculated such median employee’s total compensation of $84,559 for fiscal 2023 in the same manner we calculated

our CEO’s total compensation of $12,615,612 for fiscal 2023, as reported in the “Total” column of the Fiscal 2023 Summary

Compensation Table. Based on this information, for fiscal 2023, the ratio of the median of the total CEO compensation to

the total compensation of all employees (other than our CEO) was 149:1. This pay ratio is a reasonable estimate calculated

in a manner consistent with Item 402(u) of Regulation S-K. Because applicable SEC rules permit various methodologies,

estimates, assumptions and exclusions, our CEO pay ratio may not be comparable to pay ratios calculated and disclosed

by other companies.

(1)

These countries and the applicable employee headcounts as of the sample date were as follows: France (455), India (415), Belgium (374), Czech

Republic (305), Australia (239), Netherlands (170), Spain (150), Dominican Republic (117), Chile (58), Japan (56), Argentina (50), Hungary (36), Austria

(25), South Korea (19), Thailand (13), Malaysia (7), Taiwan (6), Switzerland (4), Italy (3), New Zealand (3), Singapore (3), Hong Kong (2), and South

Africa (1), for a total of 2,511 employees. As of August 31, 2023, using the methodology required by SEC rules, we had 34,813 U.S. employees (other

than the CEO) and 22,747 employees in other countries.

WestRock Company 2024 Proxy Statement 45

Executive Compensation Tables

PAY VERSUS PERFORMANCE

In accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of

Regulation S-K, we are providing the following disclosure regarding executive compensation for our principal executive

officers (“PEOs”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation

Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years

shown.

For information concerning how we seek to align executive compensation with our performance, see “Compensation

Matters – Compensation Discussion and Analysis.”

Fiscal

Year

Summary

Compensation

Table Total for

David B.

Sewell

(1)

($)

Summary

Compensation

Table Total for

Steven C.

Voorhees

(1)

($)

“Compensation

Actually Paid”

to David B.

Sewell

(1)(2)(3)

($)

“Compensation

Actually Paid”

to Steven C.

Voorhees

(1)(2)(3)

($)

Average

Summary

Compensation

Table Total for

Non-PEO

NEOs

(1)

($)

Average

“Compensation

Actually Paid”

to Non-PEO

NEOs

(1)(2)(3)

($)

Value of Initial Fixed

$100 Investment

based on:

(4)

Consolidated

Net Income

(Loss)

($ Millions)

Consolidated

Adjusted

EBITDA

($ Millions)

(5)

TSR

($)

Peer

Group

TSR

($)

2023 12,615,612 - 11,092,519 - 3,032,609 3,077,429 110.95 107.19 (1,644.2) 2,978.6

2022 11,576,270 - 4,542,649 - 4,748,652 2,065,815 92.52 96.48 949.2 3,459.4

2021 21,189,086 5,048,797 20,952,302 12,631,581 4,013,178 4,679,058 146.09 126.95 842.5 2,999.2

(1) Mr. Sewell has been our PEO since March 2021. Steven C. Voorhees was our PEO from July 2015 to March 2021. The individuals comprising the Non-PEO NEOs

for each fiscal year presented are listed below. Mr. Pease was appointed as our principal financial officer (“PFO”), effective in November 2021; Mr. Dickson stepped

down as our PFO at that time, and he retired from the Company in December 2021.

Fiscal 2021 Fiscal 2022 Fiscal 2023

Ward H. Dickson Ward H. Dickson Alexander W. Pease

Jeffrey W. Chalovich Alexander W. Pease Patrick M. Kivits

Patrick E. Lindner Patrick M. Kivits Denise R. Singleton

Patrick M. Kivits Denise R. Singleton Thomas M. Stigers

Robert B. McIntosh Thomas M. Stigers -

(2) The amounts shown for “Compensation Actually Paid” have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation

actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as

described in footnote 3 below.

(3) “Compensation Actually Paid” reflects the exclusions and inclusions of certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are

calculated in accordance with ASC 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary

Compensation Table. Accelerated or enhanced vesting of equity awards for our NEOs upon retirement is subject to, among other things, a six-month advance

notice requirement, and none of these substantive conditions was deemed to be satisfied in fiscal 2023, 2022 or 2021. Accordingly, none of our NEOs is reflected

as retirement eligible in the tables below.

Fiscal Year

Summary Compensation

Table Total for

David B. Sewell

($)

Exclusion of Stock

Awards for

David B. Sewell

($)

Inclusion of Equity

Values for

David B. Sewell

($)

“Compensation Actually

Paid” to

David B. Sewell

($)

2023 12,615,612 (9,544,333) 8,021,240 11,092,519

2022 11,576,270 (7,591,297) 557,676 4,542,649

2021 21,189,086 (18,896,377) 18,659,593 20,952,302

Fiscal Year

Summary Compensation

Table Total for

Steven C. Voorhees

($)

Exclusion of Stock

Awards for

Steven C. Voorhees

($)

Inclusion of Equity

Values for

Steven C. Voorhees

($)

“Compensation Actually

Paid” to

Steven C. Voorhees

($)

2021 5,048,797 (504,187) 8,086,971 12,631,581

Fiscal Year

Average Summary

Compensation Table

Total for Non-PEO NEOs

($)

Average Exclusion of

Stock Awards for Non-

PEO NEOs

($)

Average Inclusion of

Equity Values for Non-

PEO NEOs

($)

Average Compensation

Actually Paid to

Non-PEO NEOs

($)

2023 3,032,609 (1,573,706) 1,618,526 3,077,429

2022 4,748,652 (3,281,678) 598,841 2,065,815

2021 4,013,178 (2,179,754) 2,845,634 4,679,058

46 WestRock Company 2024 Proxy Statement

Executive Compensation Tables

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

Fiscal

Year

Year-End Fair

Value of Equity

Awards Granted

During Year

That Remained

Unvested as of

Last Day of

Year for David

B. Sewell

($)

Change in Fair

Value from Last

Day of Prior

Year to Last

Day of Year of

Unvested

Equity Awards

for David B.

Sewell

($)

Vesting-Date

Fair Value of

Equity Awards

Granted

During Year

that Vested

During Year

for David B.

Sewell

($)

Change in Fair

Value from Last

Day of Prior Year

to Vesting

Date of Unvested

Equity Awards

that Vested During

Year for David B.

Sewell

($)

Fair Value at Last

Day of Prior Year

of Equity Awards

That Failed to

Meet Applicable

Vesting Conditions

During Year for

David B. Sewell

($)

Value of

Dividends or

Other Earnings

Paid on Equity

Awards Not

Otherwise

Included for

David B.

Sewell

($)

Total -

Inclusion of

Equity Values

for David B.

Sewell

($)

2023 10,072,009 (1,918,071) - (132,698) - - 8,021,240

2022 6,601,086 (5,839,186) - (204,224) - - 557,676

2021 18,659,593 - - - - - 18,659,593

Fiscal

Year

Year-End Fair

Value of Equity

Awards Granted

During Year

That Remained

Unvested as of

Last Day of

Year for Steven

C. Voorhees

($)

Change in Fair

Value from Last

Day of Prior

Year to Last

Day of Year of

Unvested

Equity Awards

for Steven C.

Voorhees

($)

Vesting-Date

Fair Value of

Equity Awards

Granted

During Year

that Vested

During Year

for Steven C.

Voorhees

($)

Change in Fair

Value from Last

Day of Prior Year

to Vesting

Date of Unvested

Equity Awards

that Vested During

Year for Steven C.

Voorhees

($)

Fair Value at Last

Day of Prior Year

of Equity Awards

That Failed to

Meet Applicable

Vesting Conditions

During Year for

Steven C.

Voorhees

($)

Value of

Dividends or

Other Earnings

Paid on Equity

Awards Not

Otherwise

Included for

Steven C.

Voorhees

($)

Total -

Inclusion of

Equity Values

for Steven C.

Voorhees

($)

2021 472,542 5,827,230 143,563 1,643,636 - - 8,086,971

Fiscal

Year

Average

Year-End Fair

Value of Equity

Awards Granted

During Year

That Remained

Unvested as of

Last Day of

Year for

Non-PEO NEOs

($)

Average

Change in Fair

Value from Last

Day of Prior

Year to Last

Day of Year of

Unvested

Equity Awards

for Non-PEO

NEOs

($)

Average

Vesting-Date

Fair Value of

Equity Awards

Granted

During Year

that Vested

During Year

for Non-PEO

NEOs

($)

Average

Change in Fair

Value from Last

Day of Prior Year

to Vesting Date of

Unvested Equity

Awards

that Vested During

Year for Non-PEO

NEOs

($)

Average Fair Value

at Last Day of

Prior Year of

Equity Awards

That Failed to

Meet Applicable

Vesting Conditions

During Year for

Non-PEO NEOs

($)

Average Value

of Dividends or

Other Earnings

Paid on Equity

Awards Not

Otherwise

Included for

Non-PEO

NEOs

($)

Total -

Average

Inclusion of

Equity Values

for Non-PEO

NEOs

($)

2023 1,660,719 (153,397) - 111,204 - - 1,618,526

2022 2,015,596 (551,533) - (13,343) (851,879) - 598,841

2021 2,001,066 989,023 19,470 39,964 (203,889) - 2,845,634

(4) The Peer Group TSR set forth in this table utilizes the Dow Jones Containers & Packaging Index, which we also utilize in the stock performance graph included in

our 2023 Form 10-K. The comparison in this table assumes $100 was invested for the period starting September 30, 2020, through the end of the listed year in the

Company and in the Dow Jones Containers & Packaging Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5) We determined Consolidated Adjusted EBITDA to be the most important financial performance measure used to link our performance to “Compensation Actually

Paid” to our PEO and Non-PEO NEOs in fiscal 2023 as it is the largest weighted metric under our STIP. This performance measure may not have been the most

important financial performance measure for fiscal years 2022 and 2021, and we may determine a different financial performance measure to be the most

important financial performance measure in future years. Consolidated Adjusted EBITDA is calculated by aggregating each segment’s Adjusted EBITDA plus non-

allocated expenses, as reflected in the segment footnote in our 2023 Form 10-K.

Unranked List of the Most Important Financial Performance Measures Used to Link “Compensation

Actually Paid” for Fiscal 2023 to Company Performance

The following table presents the financial performance measures that the Company considers the most important in linking

“Compensation Actually Paid” to our PEO and other NEOs for fiscal 2023 to Company performance. The measures in this

table are not ranked.

Most Important Financial Performance Measures

Consolidated Adjusted EBITDA (Company-Selected Measure)

Adjusted Revenue

Adjusted Free Cash Flow Per Share

Adjusted EPS

Adjusted ROIC

Relative TSR

WestRock Company 2024 Proxy Statement 47

Executive Compensation Tables

While we utilize the financial performance metrics listed above to align executive compensation with our performance, only

the most important measure is presented in the Pay versus Performance table above in accordance with the requirements

of Item 402(v) of Regulation S-K. Moreover, we generally seek to create long-term stockholder value, and therefore do not

specifically align our performance measures with “Compensation Actually Paid” for a particular year. In accordance with

Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information

presented in the Pay versus Performance table.

Relationship Between PEO and Non-PEO NEO “Compensation Actually Paid” and Company TSR

The following chart sets forth the relationship between “Compensation Actually Paid” to our PEOs, the average of

“Compensation Actually Paid” to our Non-PEO NEOs, and the Company’s cumulative TSR over the three most recently

completed fiscal years. Our NEOs’ “Compensation Actually Paid” values are aligned with WestRock’s TSR. This is primarily

because the value of our equity-based incentive compensation is tied directly to our stock price, as well as, with respect to

PSUs, our financial performance.

PEO and Average Non-PEO NEO “Compensation Actually Paid”

Versus Company TSR

“Compensation Actually Paid” ($ Millions)

Company TSR (FYE 2020 Indexed to $100)

2020 2021 2022 2023

$160

$140

$120

$100

$80

$60

$40

$20

3.1

11.1

2.1

Fiscal Year

4.5

4.7

21.0

12.6

100.00

146.09

92.52

110.95

Steven C. Voorhees “Compensation Actually Paid”

Average Non-PEO NEO “Compensation Actually Paid”

David B. Sewell “Compensation Actually Paid”

WestRock Company TSR

48 WestRock Company 2024 Proxy Statement

Executive Compensation Tables

Relationship Between PEO and Non-PEO NEO “Compensation Actually Paid” and Consolidated Net

Income (Loss)

The following chart sets forth the relationship between “Compensation Actually Paid” to our PEOs, the average of

“Compensation Actually Paid” to our Non-PEO NEOs, and our consolidated net income (loss) during the three most recently

completed fiscal years. The consolidated net loss for fiscal 2023 is largely due to a $1.9 billion pre-tax, non-cash goodwill

impairment and $859 million of pre-tax restructuring and other costs, $605 million of which were non-cash. “Compensation

Actually Paid” decreased in fiscal 2022 and increased in fiscal 2023 largely due to the fact that a significant portion of our

overall compensation mix is equity-based and heavily impacted by our stock price. Changes to Mr. Sewell’s “Compensation

Actually Paid” are more pronounced as equity-based awards make up a larger portion of his total target compensation than

they do for our non-PEO NEOs.

Steven C. Voorhees “Compensation Actually Paid”

“Compensation Actually Paid” ($ Millions)

PEO and Average Non-PEO NEO “Compensation Actually Paid”

Versus Consolidated Net Income (Loss)

David B. Sewell “Compensation Actually Paid”

WestRock Company Consolidated Net Income (Loss)

Fiscal Year

2021

12.6

21.0

4.7

4.5

2.1

11.1

3.1

2022 2023

Consolidated Net Income (Loss) ($ Millions)

(1,644.2)

949.2

842.5

Average Non-PEO NEO “Compensation Actually Paid”

(4,000)

(3,000)

(2,000)

(1,000)

1,000

2,000

WestRock Company 2024 Proxy Statement 49

Executive Compensation Tables

Relationship Between PEO and Non-PEO NEO “Compensation Actually Paid” and Consolidated

Adjusted EBITDA

The following chart sets forth the relationship between “Compensation Actually Paid” to our PEOs, the average of

“Compensation Actually Paid” to our Non-PEO NEOs, and Consolidated Adjusted EBITDA during the three most recently

completed fiscal years. While we use numerous financial performance measures for the purpose of evaluating performance

in our compensation programs, we determined Consolidated Adjusted EBITDA is the most important performance measure

used to link “Compensation Actually Paid” for the most recently completed fiscal year to our performance, in accordance

with Item 402(v) of Regulation S-K. As noted above, Consolidated Adjusted EBITDA is the largest factor in determining

STIP payouts.

PEO and Average Non-PEO NEO “Compensation Actually Paid”

Versus Consolidated Adjusted EBITDA

Steven C. Voorhees “Compensation Actually Paid”

21.0

12.6

David B. Sewell “Compensation Actually Paid”

Consolidated Adjusted EBITDAAverage Non-PEO NEO “Compensation Actually Paid”

Fiscal Year

2021 2022 2023

Consolidated Adjusted EBITDA ($ Millions)

2,000

2,500

3,000

3,500

4,000

2,978.6

3,459.4

2,999.2

1,500

1,000

500

“Compensation Actually Paid” ($ Millions)

11.1

3.1

2.1

4.5

4.7

Relationship Between Company TSR and Peer Group TSR

The following chart compares our cumulative TSR over the three most recently completed fiscal years to that of the Dow

Jones Containers & Packaging Index over the same period.

Comparison of Cumulative TSR of WestRock Company and

Dow Jones Containers & Packaging Index

$200

$150

$100

$50

TSR (9/30/2020 Indexed to $100)

126.95

92.52

96.48

110.95

107.19

146.09

9/30/2020 9/30/2021 9/30/2022 9/30/2023

WestRock Company TSR Dow Jones Containers & Packaging Index TSR

50 WestRock Company 2024 Proxy Statement

Audit Matters

AUDIT MATTERS

ITEM 3. RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP FOR FISCAL

2024

What am I voting on? The Board is asking our stockholders to ratify the Audit Committee’s selection of Ernst & Young

LLP as our independent registered public accounting firm for fiscal 2024

Voting Recommendation:

FOR the ratification of our independent registered public accounting firm for fiscal 2024

Vote Required: An affirmative vote requires the majority of shares present in person or represented by proxy and

entitled to vote

Broker Discretionary Voting Allowed: Yes, organizations holding shares of beneficial owners may vote in their

discretion absent voting instructions from those owners

Abstentions: Vote against

REPORT OF THE AUDIT COMMITTEE

The Audit Committee is comprised of seven independent directors. The Board has determined that all Audit Committee

members are “financially literate” within the meaning of the NYSE Standards and that each of Mses. Martore and Savage

and Messrs. Crews, Bernlohr and Stockton qualifies as an “audit committee financial expert” within the meaning of SEC

regulations.

The Audit Committee met 8 times during fiscal 2023. These meetings included executive sessions at least quarterly with our

independent registered public accounting firm, our internal auditor and management. During fiscal 2023, the Audit

Committee was updated no less than quarterly on management’s process to assess the adequacy of our system of internal

control over financial reporting, the framework used to make the assessment and management’s conclusions on the

effectiveness of our internal control over financial reporting.

The Audit Committee is responsible for appointing, compensating, retaining and overseeing our independent auditor. The

Audit Committee evaluates the independence, qualifications and performance of our independent auditor each year, and

determines whether to re-engage the current independent auditor. ln doing so, the Audit Committee considers, among other

factors, the quality and efficiency of the services provided by the auditor and its capabilities, technical expertise and

knowledge of our operations. Based on this evaluation, the Audit Committee has retained Ernst & Young LLP (“EY”) as our

independent auditor for fiscal 2024, and the Board is recommending that our stockholders ratify this appointment.

EY has served as the Company’s or its predecessor’s independent auditor since at least 1975, but it is unable to determine

the specific year during which it was originally engaged. We believe that EY’s global capabilities, technical expertise,

significant institutional knowledge of our business, quality, candor of communications with the Audit Committee and

management, and independence enhance audit quality. The Audit Committee oversees our financial reporting process on

behalf of the Board. Management has primary responsibility for establishing and maintaining adequate internal financial

control over financial reporting, for preparing our financial statements and for the public reporting process. EY, our

independent registered public accounting firm for fiscal 2023, is responsible for expressing opinions that (a) our consolidated

financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in

conformity with generally accepted accounting principles and (b) we maintained, in all material respects, effective internal

control over financial reporting as of September 30, 2023. EY’s audit of our internal control over financial reporting for fiscal

2023 did not include an evaluation of the internal control over financial reporting with respect to the operations acquired in the

Mexico Acquisition, as we excluded those operations from management’s assessment as permitted by SEC guidance.

In this context, the Audit Committee has

• reviewed and discussed the audited consolidated financial statements for the year ended September 30, 2023 with

management;

• discussed with the independent auditor those matters required to be discussed by auditors with the Audit Committee

under the rules adopted by the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

• received the written disclosures and the letter from the independent auditor as required by applicable requirements of

the PCAOB regarding the independent auditor’s communication with the Audit Committee concerning independence

and has discussed with the independent auditor its independence.

WestRock Company 2024 Proxy Statement 51

Audit Matters

Based on the reviews and discussion described in this report, the Audit Committee recommended to the Board (and the

Board approved) that the audited consolidated financial statements be included in the 2023 Form 10-K for filing with the

SEC.

Audit Committee: Terrell K. Crews, Chair; Timothy J. Bernlohr; Russell M. Currey; Suzan F. Harrison; Gracia C. Martore; E.

Jean Savage; Dmitri L. Stockton

FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents (in thousands of dollars) the aggregate fees billed for (in the case of audit fees) and the

aggregate fees billed in (in the case of audit-related fees, tax fees and all other fees) each of the last two fiscal years for

professional services rendered by EY and its affiliates.

2023 ($)

(1)

2022 ($)

(1)

Audit fees

(2)

16,990 13,163

Audit-related fees

(3)

576 2,363

Tax fees

(4)

3,541 3,750

All other fees — —

Total fees paid to auditor 21,107 19,276

(1) All such audit fees, audit-related fees and tax fees were approved by the Audit Committee as described below in “Audit Matters - Pre-Approval

Policies and Procedures”.

(2) Audit fees consist primarily of fees related to professional services rendered for the audit of our annual financial statements included in our

Form 10-K and the review of interim financial statements included in our quarterly reports on Form 10-Q, including in each respect such

services related to the Mexico Acquisition, accounting consultations to the extent necessary for EY to fulfill its responsibility under generally

accepted auditing standards, as well as services in connection with other statutory and regulatory filings.

(3) Audit-related fees consist of fees related to professional services rendered for assurance and related services that are reasonably related to the

performance of the audit or review of our annual financial statements that are not included in the amounts disclosed as audit fees.

(4) Tax fees consist primarily of fees related to professional services rendered for tax compliance, tax advice and transfer pricing services.

PRE-APPROVAL POLICIES AND PROCEDURES

The Audit Committee has established a policy requiring pre-approval of audit and permissible audit-related and non-audit

services to be provided by the independent registered public accounting firm. Each year, management requests Audit

Committee approval of the annual audit, statutory audits, and quarterly reviews and pre-approval of certain other

engagements of the independent registered public accounting firm known at that time. In connection with these requests,

the Audit Committee may consider information about each engagement, including the budgeted fees; the reasons

management is requesting the services to be provided by the independent auditors; and any potential impact on the

auditors’ independence.

As additional proposed audit and non-audit engagements of the independent registered public accounting firm are

identified, or if pre-approved services exceed the pre-approved budgeted amount for those services, the Audit Committee

will consider similar information in connection with the pre-approval of such engagements or services. If Audit Committee

pre-approvals are required between regularly scheduled Audit Committee meetings, the Audit Committee has delegated to

the Chair of the Audit Committee the authority to grant pre-approvals. Pre-approvals by the Chair are reviewed with the

Audit Committee at its next regularly scheduled meeting.

The independent registered public accounting firm and management report to the Audit Committee periodically regarding

the services rendered by, and actual fees paid to, the independent registered public accounting firm to ensure that the

services are within the limits approved by the Audit Committee.

OTHER INFORMATION

One or more representatives of EY will be present at the 2024 Annual Meeting. The representatives will have an opportunity

to make a statement if they desire to do so and will be available to respond to questions, where appropriate.

52 WestRock Company 2024 Proxy Statement

Other Important Information

OTHER IMPORTANT INFORMATION

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table lists information, as of December 9, 2023, about the number of shares of our common stock beneficially

owned by (i) each NEO, (ii) each director and director nominee, (iii) directors and executive officers as a group, and (iv) any

person known to us to be the beneficial owner of more than 5% of our common stock as of such date. Unless otherwise

noted, voting power and investment power in our common stock are exercisable solely by the named person.

Name of Beneficial Owner

Total Number of

Shares of Common

Stock Beneficially

Owned (#)

(1)

Percent of

Outstanding

Common

Stock (%)

(2)

David B. Sewell 123,918 *

Alexander W. Pease 70,650 *

Patrick M. Kivits 28,708 *

Thomas M. Stigers 107,152

(3)

Denise R. Singleton 23,628 *

Colleen F. Arnold 22,337

(4)

Timothy J. Bernlohr 45,666 *

J. Powell Brown 63,849

(5)

Terrell K. Crews 45,523

(6)

Russell M. Currey 418,595

(7)

Suzan F. Harrison 16,336 *

Gracia C. Martore 46,079

(8)

James E. Nevels 19,289

(9)

E. Jean Savage 8,371 *

Dmitri L. Stockton 6,735

(10)

Alan D. Wilson 49,720

(11)

All directors and executive officers as a group 1,264,875

(12)

The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 30,927,175

(13)

12.1%

BlackRock, Inc., 50 Hudson Yards, New York, NY 10001 26,528,164

(14)

10.3%

Greenhaven Associates, Inc., 3 Manhattanville Road, Purchase, NY

10577 13,591,170

(15)

5.3%

* Less than 1%.

(1) Under SEC rules, a person “beneficially owns” securities if that person has or shares the power to vote or dispose of the securities. The person

also “beneficially owns” securities that the person has the right to acquire within 60 days. Under these rules, PSUs, as well as RSUs that vest

more than 60 days after December 9, 2023, are not included. In addition, more than one person may be deemed to beneficially own the same

securities, and a person may be deemed to beneficially own securities in which he or she has no financial interest. Except as shown in the

footnotes to the table, the stockholders named below have the sole power to vote or dispose of the shares shown as beneficially owned by

them. See “Compensation Matters — Executive Compensation Tables — Outstanding Equity Awards at Fiscal 2023 Year-End” for more

information concerning outstanding equity awards to our NEOs and “Board and Governance Matters – Director Compensation” for more

information concerning outstanding equity awards to our non-employee directors.

(2) Each of the individuals, as well as our directors and executive officers as a group, held less than 1% of our outstanding common stock as of

December 9, 2023 (including shares such individual(s) had the right to acquire within 60 days after December 9, 2023).

(3) Share balance includes (i) 8,165 shares issuable upon exercise of stock options owned by Mr. Stigers, (ii) 5,698 shares beneficially owned by

Mr. Stigers through the WestRock Company Deferred Compensation Plan and (iii) 11,237 shares held jointly with Mr. Stigers’ spouse.

(4) Share balance includes 21,140 shares beneficially owned by Ms. Arnold through the Non-Employee Director Deferred Compensation Plan.

(5) Share balance includes (i) 48,161 shares held jointly with Mr. Brown’s spouse, (ii) 1,323 shares held by a son, (iii) 873 shares held by a

daughter, (iv) 694 shares held by a daughter, and (v) 602 shares held by a daughter.

(6) Share balance includes 22,635 shares held in a revocable trust of which Mr. Crews and his spouse are trustees.

(7) Share balance includes (i) 185,932 shares beneficially owned by Boxwood Capital, LLC, a limited liability company of which Mr. Currey is the

controlling member and president and (ii) 32,657 shares owned by a trust of which Mr. Currey is the trustee.

(8) Share balance includes 45,044 shares beneficially owned by Ms. Martore through the Non-Employee Director Deferred Compensation Plan.

(9) Share balance includes (i) 2,621 shares beneficially owned by Mr. Nevels through the Non-Employee Director Deferred Compensation Plan

and (ii) 8,297 shares held jointly with his spouse.

WestRock Company 2024 Proxy Statement 53

Other Important Information

(10) Share balance reflects 6,735 shares beneficially owned by Mr. Stockton through the Non-Employee Director Deferred Compensation Plan.

(11) Share balance includes 48,685 shares beneficially owned by Mr. Wilson through the Non-Employee Director Deferred Compensation Plan.

(12) Share balance reflects ownership by 20 persons. In addition to shares beneficially owned by the NEOs listed in this table, this number includes

shares beneficially owned by John L. O’Neal, Samuel W. Shoemaker, Vicki L. Lostetter and Julia A. McConnell, each of whom is also an

executive officer of WestRock. It includes an aggregate of 22,374 shares issuable upon exercise of vested stock options held by our executive

officers.

(13) Based on a Schedule 13G/A filed on February 9, 2023, The Vanguard Group has sole dispositive power over 29,797,115 of these shares,

shared voting power over 399,105 of these shares and shared dispositive power over 1,130,060 of these shares.

(14) Based on a Schedule 13G/A filed on April 6, 2023, BlackRock, Inc. has sole voting power over 24,546,678 of these shares and sole dispositive

power over 26,528,164 of these shares.

(15) Based on a Schedule 13G filed on June 16, 2023, Greenhaven Associates, Inc. has sole voting and dispositive powers over 3,450,310 of

these shares and shared voting and dispositive powers over 10,140,860 of these shares.

STOCKHOLDER PROPOSALS OR DIRECTOR NOMINATIONS FOR 2025 ANNUAL

MEETING

SEC rules permit stockholders to submit proposals for inclusion in our Proxy Statement and form of proxy if the stockholder

and the proposal meet the requirements specified in Rule 14a-8 under the Exchange Act. To be considered for inclusion in

next year’s Proxy Statement, a stockholder proposal submitted in accordance with Rule 14a-8 must be received by us at

our principal executive offices by no later than August 15, 2024.

Stockholders will vote at the 2024 Annual Meeting on only the matters summarized in this Proxy Statement. Our Bylaws

provide that any stockholder proposal (including director nominations) that is not submitted for inclusion in next year’s Proxy

Statement under Rule 14a-8, but is instead sought to be presented directly at next year’s annual meeting of stockholders,

must be delivered to our principal executive offices not later than the close of business on the 90th day nor earlier than the

close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. In each case, the

notice must include the information specified in our Bylaws. If next year’s annual meeting is held more than 30 days before

or more than 60 days after the anniversary date of the 2024 Annual Meeting, notice must be delivered not earlier than the

close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the

90th day prior to the annual meeting or the seventh day following the day on which public announcement of the date of such

meeting is first made by us. Accordingly, to submit any such proposal, stockholders must submit the required notice no

earlier than the close of business on September 28, 2024, and no later than the close of business on October 28, 2024,

except as described above. In addition, stockholders that intend to solicit proxies in support of director nominees other than

our nominees for future stockholder meetings must comply with the additional requirements of Rule 14a-19(b) of the

Exchange Act.

The mailing address of our principal executive offices to which proposals may be delivered is 1000 Abernathy Road NE,

Atlanta, GA 30328. Proposals should be addressed to the attention of the Corporate Secretary. Delivery by email does not

constitute delivery to our principal executive offices.

ANNUAL REPORT ON FORM 10-K

We will provide without charge, at the written request of any stockholder of record as of the record date, a copy of our 2023

Form 10-K, including the financial statements, as filed with the SEC, excluding exhibits. Requests for copies of our 2023

Form 10-K should be mailed to: WestRock Company, 1000 Abernathy Road NE, Atlanta, Georgia 30328, Attention:

Corporate Secretary. You may also access a copy of our 2023 10-K at https://ir.westrock.com.

FREQUENTLY ASKED QUESTIONS

What is the purpose of the 2024 Annual Meeting?

Stockholders will vote at the 2024 Annual Meeting on the matters identified as “Items of Business” in the Notice of Annual

Meeting that precedes this Proxy Statement.

As previously announced, we entered into the Transaction Agreement with Smurfit Kappa, ListCo and Merger Sub in

mid-September 2023. The Transaction Agreement provides, among other things, that subject to the satisfaction or waiver of

specified conditions, Smurfit Kappa will become a wholly owned subsidiary of ListCo and Merger Sub will merge with and

into WestRock, with WestRock surviving the transaction as a wholly owned subsidiary of ListCo. The Transaction is

expected to close in the second calendar quarter of 2024, conditional upon regulatory approvals, stockholder approvals and

satisfaction of other closing conditions. Accordingly, the Transaction will not be closed as of the date of the 2024 Annual

Meeting, if ever.

Our Board has approved the relevant transactions underlying the Transaction, including our entry into the Transaction

Agreement, and recommended that our stockholders approve the Transaction at a special meeting of stockholders to be

54 WestRock Company 2024 Proxy Statement

Other Important Information

held in the coming months. However, stockholders are NOT being requested to vote on the Transaction at the 2024 Annual

Meeting. We will continue to operate on a standalone basis in advance of presenting the Transaction to our stockholders for

a vote, and continuing thereafter until the Transaction closes.

Why did I receive these proxy materials?

You received these proxy materials because you are a Company stockholder and the Board is soliciting your proxy to vote

your shares at the 2024 Annual Meeting. This Proxy Statement includes information that we are required to provide to you

under SEC rules and is designed to assist you in voting your shares.

What is included in these proxy materials? What is a proxy statement and what is a proxy?

The proxy materials for the 2024 Annual Meeting include the Notice of Annual Meeting, this Proxy Statement and our 2023

Form 10-K. If you received a paper copy of these materials, the proxy materials also include a proxy card or voting

instruction form.

A proxy statement is a document that SEC regulations require us to give you when we ask you to sign a proxy designating

individuals to vote on your behalf. A proxy is your legal designation of another person to vote your shares, and that other

person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a

“proxy” or a “proxy card.” We have designated Messrs. Wilson and Sewell and Ms. Singleton as proxies for the 2024 Annual

Meeting.

What does it mean if I receive more than one notice, proxy materials email or proxy card?

If you receive more than one notice, proxy materials email or proxy card, you have multiple accounts with brokers and/or our

transfer agent and will need to vote separately with respect to each notice, proxy materials email or proxy card you receive.

Why did I receive a one-page notice in the mail regarding the Internet availability of proxy materials

instead of a full set of proxy materials?

The SEC permits us to furnish proxy materials by providing access to those documents on the Internet. Stockholders will

not receive printed copies of the proxy materials unless they request them. The notice instructs you as to how to submit

your proxy on the Internet. If you would like to receive a paper or email copy of the proxy materials, you should follow the

instructions in the notice for requesting those materials.

Who may vote?

You may vote if you owned our common stock as of the close of business on December 4, 2023, the record date for the

2024 Annual Meeting.

How may I vote?

You may vote by any of the following methods:

• Internet – follow the instructions on your notice, proxy card or email notice.

• Phone – follow the instructions on your notice, proxy card or email notice.

• Mail – complete sign and return the proxy card provided.

• Virtually – attend the 2024 Annual Meeting virtually and follow the instructions on the website.

Beneficial holders of our stock should review the information provided by their bank, broker or other nominee in order to

provide voting instructions.

When voting on proposals, you may vote “for” or “against” the item or you may abstain from voting. You are not entitled to

appraisal or dissenters’ rights for any matter being voted on at the 2024 Annual Meeting.

We encourage you to vote your proxy by Internet, telephone or mail prior to the 2024 Annual Meeting, even if you plan to

attend the meeting virtually.

What constitutes a quorum at the 2024 Annual Meeting, and why is a quorum required?

The presence at the 2024 Annual Meeting, in person or by proxy, of the holders of a majority of the shares entitled to vote

on the record date will constitute a quorum. A quorum of stockholders is necessary to hold a valid meeting.

What is the vote required to approve each of the proposals to be presented at the 2024 Annual Meeting?

Assuming the existence of a quorum at the 2024 Annual Meeting:

• Item 1: Election of 12 Directors Named in this Proxy Statement: A director will be elected if the number of shares

voted FOR that director nominee exceeds the number of shares voted AGAINST that director nominee.

• Item 2: Advisory Vote to Approve Executive Compensation: An affirmative vote requires the majority of those shares

present in person or represented by proxy and entitled to vote.

WestRock Company 2024 Proxy Statement 55

Other Important Information

• Item 3: Ratification of Appointment of Ernst & Young LLP for fiscal 2024: An affirmative vote requires the majority of

shares present in person or represented by proxy and entitled to vote.

What is the effect of abstentions and broker non-votes?

Proposal

Effect of Broker

Non-Vote

Effect of

Abstention

Election of 12 Directors Named in the Proxy Statement No effect No effect

Advisory Vote to Approve Executive Compensation No effect Vote against

Ratification of Appointment of Ernst & Young LLP for Fiscal 2023 Not applicable Vote against

Will There Be A Physical Location for the 2024 Annual Meeting?

No, we plan to hold our 2024 Annual Meeting virtually in an effort to enhance the ability of our stockholders to attend and

participate. To attend the virtual meeting, visit www.virtualshareholdermeeting.com/WRK2024 and use your 16-digit control

number provided in the notice or proxy card to log into the meeting. Any stockholders holding shares in street name that do

not receive a 16-digit control number should contact their bank, broker or other nominee (preferably at least five days before

the 2024 Annual Meeting) in order to request a control number and be able to attend, participate in or vote at the 2024

Annual Meeting. If you do not have a 16-digit control number at the time of the 2024 Annual Meeting, you may still attend

the meeting as a guest in listen-only mode, although guests will be unable to vote or submit questions. We encourage

stockholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the 2024

Annual Meeting’s 9:00 a.m. Eastern Time start time. If you experience technical difficulties, please contact the technical

support telephone number posted on the virtual stockholder meeting login page.

Will I be able to ask questions and participate in the virtual Annual Meeting?

Stockholders of record and proxy holders that provide their valid 16-digit control number will be able to participate in the

2024 Annual Meeting. To submit questions during the meeting, stockholders may log into the virtual meeting website with

their 16-digit control number, type the question into the “Ask a Question” field and click “Submit.”

Questions and comments pertinent to meeting matters will be answered and addressed during the 2024 Annual Meeting as

time allows. If we receive substantially similar written questions, we may group these questions together and provide a

single response to avoid repetition and allow time for additional question topics. If we are unable to respond to a

stockholder’s properly submitted question due to time constraints, we intend to post answers to those questions on the

investor relations page of our website following the meeting.

Additional information regarding the rules and procedures for participating in the virtual annual meeting will be provided in

our meeting rules of conduct, which stockholders may view shortly prior to and during the 2024 Annual Meeting on the

meeting website.

How many shares of our common stock were outstanding and entitled to vote on the record date?

256,507,734 shares. Each share of our common stock is entitled to one vote.

Can I change my vote or revoke my proxy after I vote?

You may change your vote at any time before the polls close for the 2024 Annual Meeting by (i) voting again by telephone

or over the Internet prior to 11:59 p.m., Eastern Time, on January 25, 2024, (ii) giving written notice to our Corporate

Secretary, (iii) delivering a later-dated proxy or (iv) voting at the 2024 Annual Meeting. You may also revoke your proxy

before it is voted at the 2024 Annual Meeting by using one of the methods listed above.

What is householding?

Beneficial holders that share a single address may receive only one copy of the notice or the proxy materials, as the case

may be, unless their broker, bank or other nominee has received contrary instructions from any beneficial holder at that

address. This is known as householding. If any beneficial holder(s) sharing a single address wishes to discontinue

householding and/or receive a separate copy of the notice or the proxy materials, or wishes to enroll in householding, the

beneficial holder(s) should contact its broker, bank or other nominee directly. Alternatively, if any such beneficial holder

wishes to receive a separate copy of the proxy materials, we will deliver them promptly upon request either by phone (by

dialing 678-291-7900) or in writing (by mailing a request to WestRock Company, 1000 Abernathy Road NE, Atlanta,

Georgia 30328, Attention: Corporate Secretary).

56 WestRock Company 2024 Proxy Statement

Other Important Information

Will any other business be conducted at the 2024 Annual Meeting?

We are not aware of any items, other than those described in this Proxy Statement, that may properly come before the 2024

Annual Meeting. If other matters are properly brought before the 2024 Annual Meeting, the accompanying proxy will be

voted at the discretion of the proxy holders.

What is the difference between holding shares as a “registered holder” and as a “beneficial holder”?

If your shares are registered directly in your name with our transfer agent, you are a registered holder. If your shares are

held in the name of a bank, broker or other nominee as custodian on your behalf, you are a beneficial holder.

What if I am a beneficial holder and do not give voting instructions to my broker?

As a beneficial holder, you must provide voting instructions to your bank, broker or other nominee by the deadline provided

in the materials you receive from your bank, broker or other nominee in order to ensure your shares are voted in the way

you would like. If you do not provide voting instructions to your bank, broker or other nominee, whether your shares can be

voted by such person will depend on the type of item being considered for vote. Items 1 and 2 are “non-routine” matters

under NYSE rules and therefore they may not be voted on by brokers, banks or other nominees that have not received

specific voting instructions from beneficial holders (so called “broker non-votes”). Item 3 is a “routine” matter under NYSE

rules and therefore a matter on which banks, brokers and other nominees that do not receive voting instructions from

beneficial holders may generally vote in their discretion.

Who pays for this proxy solicitation?

We bear the costs of soliciting proxies. We have retained Innisfree to solicit proxies, by telephone, in person or by mail, for a

fee of $20,000 plus certain expenses. In addition, certain Company officers and employees, who will receive no

compensation for their services other than their regular salaries, may solicit proxies. We will reimburse brokers, fiduciaries

and custodians for their costs in forwarding proxy materials to beneficial owners of our common stock.

When will the Company announce the voting results?

We will announce preliminary voting results at the 2024 Annual Meeting and report the final results on our website and in a

current report on Form 8-K filed with the SEC.

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement 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 such

as “may”, “will”, “could”, “should,” “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target”,

“prospects”, “potential,” “commit” and “forecast”, or words of similar import or meaning or refer to future time periods.

Forward-looking statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions, risks and

uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ

materially from those contained in the forward-looking statement.

Forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond our

control, such as developments related to pricing cycles and volumes; economic, competitive and market conditions

generally, including macroeconomic uncertainty, customer inventory rebalancing, the impact of inflation and increases in

energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials, energy and

transportation, including from supply chain disruptions and labor shortages; intense competition; results and impacts of

acquisitions, including operational and financial effects from the Mexico Acquisition and divestitures; business disruptions,

including 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 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

WestRock Company 2024 Proxy Statement 57

Other Important Information

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 our filings with

the SEC, including in Item 1A. “Risk Factors” in our Form 2023 10-K. The information contained herein speaks as of the

date hereof unless otherwise indicated, and we do not have or undertake any obligation to update or revise our forward-

looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Forward-looking statements herein could also change as a result of consummation of the proposed Transaction.

58 WestRock Company 2024 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒☒

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

For the fiscal year ended September 30, 2023

☐

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

For the transition period from to

Commission file number 001-38736

WESTROCK COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Delaware 37-1880617

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1000 Abernathy Road NE, Atlanta, Georgia 30328

(Address of Principal Executive Offices) (Zip Code)

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

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

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, par value $0.01 per shareWRK New York Stock Exchange

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of

1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such

filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405

of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such

files). Yes ☒ No ☐

Indicate by check ma rk whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company

or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth

company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with

any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal

control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared

or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in

the filing reflect the correction of an error to previously issued financial statements. ☐

(1)

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation

received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

(1)

Per SEC guidance, this blank checkbox is presented on this cover page, but no disclosure with respect thereto is required until issuers are

required under applicable exchange listing standards to have a recovery policy in place.

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

The aggregate market value of the common equity held by non-affiliates of the registrant as of March 31, 2023 (based on the closing price per share

as reported on the New York Stock Exchange on such date), was approximately $7,769 million.

As of November 3, 2023, the registrant had 256,469,100 shares of Common Stock, par value $0.01 pe r share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 26, 2024 are incorporated by reference in

Part III.

WESTROCK COMPANY

INDEX TO FORM 10-K

Page

Reference

PART I

Item 1. Business 3

Item 1A.Risk Factors14

Item 1B.Unresolved Staff Comments28

Item 2. Properties 28

Item 3. Legal Proceedings30

Item 4. Mine Safety Disclosures 30

PART II

Item 5. Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities 31

Item 6. [Reserved] 32

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33

Item 7A.Quantitative and Qualitative Disclosures About Market Risk57

Item 8. Financial Statements and Supplementary Data 61

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure139

Item 9A.Controls and Procedures 139

Item 9B.Other Information 140

Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections140

PART III

Item 10. Directors, Executive Officers and Corporate Governance141

Item 11. Executive Co mpensation142

Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related

Stockholder Matters142

Item 13. Certain Relationships and Related Transactions, and Director Independence 143

Item 14. Principal Accounting Fees and Services 143

PART IV

Item 15. Exhibits and Financial Statement Schedules 144

Item 16. Form 10-K Summary 144

PART I

Item 1. BUSINESS

Unless the context otherwise re quires, “we”, “us”, “our”, “WestRock” and “the Company” refer to WestRock

Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

General

WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with

our customers to provide differentiated, sustainable paper and packaging solutions that help them win in the

marketplace. Our team members support customers around the world from our operating and business locations in

North America, South America, Europe, Asia and Australia.

We report our financial results of operations in four reportable segments: Corrugated Packaging, Consumer

Packaging, Global Paper and Distribution. See “Note 8. Segment Information” of the Notes to Consolidated

Financial Statements for additional information.

On December 1, 2022, we complete d our acquisition of the remaining 67.7% interest in Gondi, S.A. de C.V.

(“Grupo Gondi”) for $969.8 million in cash and the assumption of debt (“Me xico Acquisition”). We accounted for

this acquisition as a business combination resulting in its consolidation. See “Note 3. Acquisitions” of the Notes

to Consolidated Financial Statements for additional information. In addition, in fiscal 2023, we divested our interior

partitions converting operations (our ownership interest in RTS Packaging, LLC), sold our Chattanooga, TN

uncoated recycled paperboard mill, sold our ownership interest in an unconsolidated displays joint venture, sold our

Seven Hills Paperboard LLC (“Seven Hills”) mill joint venture in Lynchburg, VA, and sold our Eaton, IN, and Aurora,

IL uncoated recycled paperboard mills. See “Note 1. Description of Business and Summary of Significant

Accounting Policies — Description of Business” of the Notes to Consolidated Financial Statements for

additional information.

Transaction Agreement with Smurfit Kappa

On September 12, 2023, we entered into a transaction agreement (the “Transaction Agreement”) with Smurfit

Kappa Group plc, a public limited company incorporated in Ireland (“Smurfit Kappa”), Cepheidway Limited (to be

renamed Smurfit WestRock plc), a private limited company incorporated in Ireland (“ListCo”), and Sun Merger Sub,

LLC, a Delaware limited liability company and a wholly owned subsidiary of ListCo (“Merger Sub”).

The Transaction Agreement provides, among other things, and subject to the satisfaction or waiver of the

conditions set forth therein, that (a) pursuant to a scheme of arrangement (the “Scheme”) each issued ordinary

share of Smurfit Kappa will be exchanged for one ordinary share of ListCo (a “ListCo Share”), as a result of which

Smurfit Kappa will become a wholly owned subsidiary of ListCo, and (b) following the implementation of the Scheme,

Merger Sub will merge with and into the Company (the “Merger” and, together with the Scheme, the “Transaction”),

with the Company surviving the Merger as a wholly owned subsidiary of ListCo. As a result of the Merger, each

share of common stock, par value $0.01 per share, of the Company (the “Common Stock”), with certain exceptions,

will be converted into the right to receive one ListCo Share and $5.00 in cash. All shares owned by the Company,

any Company subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries will be cancelled and

will cease to exist, and no consideration will be delivered in exchange therefor. The Transaction Agreement also

provides a mechanism for converting outstanding Company equity awards to ListCo awards. The Transaction is

expected to close in the second calendar quarter of 2024, conditional upon regulatory approvals, shareholder

approvals and satisfaction of other closing conditions.

Following completion of the Transaction, former Smurfit Kappa shareholders are expected to hold

approximately 50.4% of ListCo and our former stockholders are expected to hold approximately 49.6% of ListCo,

respectively, based on the number of shares outstanding of both Smurfit Kappa and WestRock as of September

12, 2023. It is further expected that the ListCo shares will be (i) registered under the Securities Exchange Act of

1934, as amended, and listed on the New York Stock Exchange (“NYSE”) and (ii) listed on the Standard Listing

segment of the Official List of the Financial Conduct Authority (“FCA”) and admitted to trad ing on the main market

for listed securities of the London Stock Exchange (“LSE”). Shares of our Common Stock will be delisted from the

NYSE and deregistered under the Exchange Act.

Products

We are one of the largest integrated producers of linerboard, white-top linerboard and corrugating medium

(“containerboard”) and kraft paper in North America, and we serve primarily corrugated packaging markets. We

are one of the largest producers of paperboard in North America, and we operate both integrated virgin and recycled

fiber mills. Our mill system manufactures for the benefit of each reportable segment that ultimately sell s the

associated paper and packaging products to our external customers. Additionally, our recycling operations are

conducted as a procurement function, focusing on the procurement of low cost, high quality recycled fiber for our

mill system. See Item 2. “Properties” for additional information on our annual production capacity and types of

containerboard and paperboard we manufacture, and Item 1. “Business — Sales and Marketing” for additional

information on our vertical integration.

Corrugated Packaging Segment

Our Corrugated Packaging segment substantially consists of our integrated corrugated converting operations

and generates its revenues primarily from the sale of corrugated containers and other corrugated products including

displays. Corrugated packaging is used to provide protective packaging for shipment and distribution of food, paper,

health and beauty, and other household, consumer, commercial and industrial products. Corrugated packaging may

also be graphically enhanced for retail sale, particularly in club store locations. Our integrated corrugated packaging

system manufactures primarily containerboard, corrugated sh eets, corrugated packaging and preprinted linerboard

for sale to consumer and industrial products manufacturers and corrugated box manufacturers. We produce a wide

range of high-quality corrugated containers designed to protect, ship, store, promote and display products made to

our customers’ specifications. We convert corrugated sheets into corrugated products ranging from one-color

protective cartons to graphically brilliant point-of-purchase packaging. Our corrugated container plants serve local

customers and regional and large national accounts. We provide customers with innovative packaging solutions to

help them promote and sell their products. We provide structural and graphic design, engineering services and

custom, proprietary and standard automated packaging machines, offering customers turn-key installation,

automation, line integration and packaging solutions. We offer a machinery solution that creates pouches that

replace single-use plastics, including bubble mailers. To make corrugated sheet stock, we feed linerboard and

corrugating medium into a corrugator that flutes the medium to specified sizes, glue s the linerboard and fluted

medium together, and slits and cuts the resulting corrugated paperboard into sheets to customer specifications.

We design, manufacture and, in certain cases, pack temporary displays for sale to consumer products

companies and retailers. These displays are used as marketing tools to support new product introductions and

specific product promotions in mass merchandising stores, supermarkets, convenience stores, home improvement

stores and other retail locations. We also design, manufacture and, in some cases, pre-assemble permanent

displays for these customers. We make temporary displays primarily from corrugated paperboard. Unlike temporary

displays, permanent displays are restocked with our customers’ product; therefore, they are constructed primarily

from metal, plastic, wood and other durable materials. We manufacture and distribute point of sale material utilizing

litho, screen and digital printing technologies. We manufacture lithographic laminated packaging for sale to our

customers that require packaging with high quality graphics and strength characteristics.

Sales of corrugated packaging products to external customers accounted for 48.1%, 42.3% and 43.2% of our

net sales in fiscal 2023, 2022 and 2021, respectively. See “Note 8. Segment Information” of the Notes to

Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”, for additional information.

Consumer Packaging Segment

Our Consumer Packaging segment consists of our integrated consumer converting operations and generates

its revenues primarily from the sale of consumer packaging products such as folding cartons, interior partitions

(before divestiture in September 2023), inserts and labels. We are one of the largest manufacturers of folding

cartons in North America. Our folding cartons are used to package items such as food, paper, beverages, dairy

products, confectionery, health and beauty and other household consumer, commercial and industrial products,

primarily for retail sale. Our folding cartons are also used by our customers to attract consumer attention at the

point-of-sale. We manufacture express mail packages for the overnight courier industry, provide inserts and labels,

as well as rigid packaging and other printed packaging products, such as transaction cards (e.g., credit, debit, etc.),

brochures, product literature, marketing materials (such as booklets, folders, inserts, cover sheets and slipcases)

and grower tags and plant stakes for the horticultural market. For the global healthcare market, we manufacture

paperboard packaging for over-the-counter and prescription drugs. Our customers generally use our inserts and

labels to provide customer product information either inside a secondary package (e.g., a folding carton) or affixed

to the outside of a primary package (e.g., a bottle). Folding cartons typically protect customers’ products during

shipment and distribution, and employ graph ics to promote them at retail. We manufacture folding cartons from

recycled and virgin paperboard, laminated paperboard and various substrates with specialty characteristics, such

as grease masking and microwaveability. We print, coat, die-cut and glue the cartons to customer specifications

and ship finished cartons to customers for assembling, filling and sealing. We employ a broad range of offset,

flexographic, gravure, backside printing, coating and finishing technologies, as well as iridescent, holographic,

textured and dimensional effects to provide differentiated packaging products, and support our customers with new

package development, innovation and design services and package testing services. Prior to divesting our interior

partitions operations in September 2023, we manufactured and sold our solid fiber and corrugated partitions and

die-cut paperboard components principally to glass container manufacturers, producers of beer, food, wine, spirits,

cosmetics and pharmaceuticals, and the automotive industry.

Sales of consumer packaging products to external customers accounted for 24.2%, 23.2% and 23.5% of our

net sales in fiscal 2023, 2022 and 2021, respectively. See “Note 8. Segment Information” of the Notes to

Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”, for additional information.

Global Paper Segment

Our Global Paper segment consists of our commercial paper operations and generates its revenues primarily

from the sale of containerboard, paperboard and specialty grades to external customers, and we serve primarily

corrugated packaging, folding carton, food service, liquid packaging, tobacco and commercial print markets. We

sell our products globally to customers who value our scale, wide range of products, and service. Sales of global

paper products to external customers accounted for 21.5%, 27.9% and 26.6% of our net sales in fiscal 2023, 2022

and 2021, respectively. See “Note 8. Segment Information” of the Notes to Consolidated Financial Statements,

as well as Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of

Operations”, for additional information.

Distribution Segment

Our Distribution segment consists of our distribution and display assembly operations and generates its

revenues primarily from the distribution of packaging products and assembly of display products. We distribute

corrugated packaging materials and other specialty packaging products, including stretch film, void fill, carton

sealing tape and other specialty tapes, through our network of warehouses and distribution facilities. We also

provide contract packing services, such as multi-product promotional packing and product manipulation, such as

multipacks and onpacks. Sales in our Distribution segment to external customers accounted for 6.2%, 6.6% and

6.7% of our net sales in fiscal 2023, 2022 and 2021, respectively. See “Note 8. Segment Information” of the Notes

to Consolidated Financial Statements, as well as Item 7. “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”, for additional information.

Seasonality

While our businesses are not materially impacted by seasonality, there is some variability in demand that occurs

from quarter to quarter, with net sales in the first quarter of each fiscal year typically being the lowest. As such, we

disclose net sales, Adjusted EBITDA (as hereinafter defined) and shipment data by segment by quarter in Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Generally, we

expect more of our earnings and cash flows to be generated in the second half of the fiscal year than in the first half

of the fiscal year due to these variations and other factors, including the timing of scheduled mill maintenance

outages.

Raw Materials

The primary raw materials used by our mill operations are recycled fiber at our recycled containerboard and

paperboard mills and virgin fiber from hardwoods and softwoods at our virgin containerboard and pa perboard mill s.

Certain of our virgin containerboard is manufactured with some recycled fiber content. Our overall fiber sourcing for

all of our mills is approximately 60% virgin and 40% recycled. See Item 2. “Properties” for additional information.

Recycled fiber prices and virgin fiber prices can fluctuate significantly. Recycled fiber costs were lower in fiscal 2023

compared to fiscal 2022, while virgin fiber costs were relatively flat in fiscal 2023 compared to fiscal 2022.

Containerboard and paperboard are the primary raw materials used by our converting operations. Our

converting operations use many different grades of containerboard and paperboard. We supply su bstantially all of

our converting oper ations' needs for containerboard and paperboard from our own mills and through the use of

trade swaps with other manufacturers. These arrangements allow us to optimize our mill system and reduce freight

costs. Because there are other suppliers that produce the necessary grades of containerboard and paperboard

used in our converting operations, we believe we would be able to source significant replacement quantities from

other suppliers in the event that we incur production disruptions for recycled or virgin containerboard and

paperboard.

Energy

Energy is one of the most significant costs of our mill operations. The cost of natural gas, coal, oil, electricity

and purchased biomass fuel at times has fluctuated significantly. In our recycled paperboard mills, we use primarily

natural gas and electricity, supplemented at certain mills with fuel oil, to generate steam used in the paper making

process. In our virgin fiber mills, we use biomass, natural gas, fuel oil and coal to generate steam used in the pulping

and paper making processes and to generate some or all the electricity used on site. We primarily use purchased

electricity and natural gas to operate our converting facilities. We generally purchase these products from suppliers

at market or tariff rates. Our energy costs decreased in fiscal 2023 compared to fiscal 2022. From time to time, we

use commodity contracts to hedge energy exposures. Se e Item 1. “Business — Governmental Regulation —

Environmental” and Item 7A. “Quantitative and Qualitative Disclosures About Market Risk — “Energy” and

“Derivative Instruments / Forward Contracts” for additional information.

Transportation

Inbound and outbound freight is a significant cost for us. Factors that influence our freight expense are distance

between shipping and delivery locations, distance from our facilities to customers and suppliers, mode of

transportation (rail, truck, intermodal and ocean) and freight rates, which are influenced by supply and demand and

fuel costs. Freight costs continued to increase in fiscal 2023 compared to fiscal 2022. The principal markets for our

products are in North America, South America, Europe, Asia and Australia.

Sales and Marketing

None of our external customers individually accounted for more than 10% of our consolidated net sales in fiscal

2023. We generally manufacture our products pursuant to our customers’ orders. We bel ieve that we have good

relationships with our customers.

As a result of our vertical integration, our mill utilization may be directly impacted by changes in demand for our

packaging products. During fiscal 2023, approximately two-thirds of our coated natural kraft tons shipped,

approximately three-fifths of our coated recycled paperboard tons shipped and approximately one-fifth of our

bleached paperboard tons shipped were delivered to our converting operations, primarily to manufacture folding

cartons, and approximately four-fifths of our containerboard tons shipped, including trade swaps and buy/sell

transactions, were delivered to our converting operations to manufacture corrugated products. We have the ability

to move our internal sourcing among certain of our mills to optimize the efficiency of ou r operations. We believe

that our ability to leverage our full portfolio of differentiated solutions and capabilities enables us to se t ourselves

apart from our competitors.

We market our products primarily through our own sales force. We also market a number of our products

through independent sales representatives and independent distributors. We generally pay our sales personnel a

combination of base salary, commissions and annual bonus. We pay our independent sales representatives on a

commission basis. Orders from our customers generally do not have significant lead times. We discuss net sales

to un affiliated customers through our foreign operations and other financial information in “Note 8. Segment

Information” of the Notes to Consolidated Financial Statements.

Competition

We operate in a competitive global marketplace. The industries in which we operate are highly competitive, and

no single company dominates any of those industries. Our containerboard and paperboard operations compete

with integrated and non-integrated national and regional companies operating primarily in North America, and to a

limited extent, manufacturers outside of North America. Our competitors include large and small, vertically

integrated companies and numerous smaller non-integrated companies. In the corrugated packaging and folding

carton markets, we compete with a significant number of national, regional and local packaging suppliers in North

America and abroad. In the promotional point-of-purchase display and converted paperboard products markets, we

primarily compete with a smaller number of national, regional and local companies offering highly specialized

products.

Since all of our businesses operate in highly competitive industry segments, we regularly discuss sales

opportunities for new business or for renewal of existing business with customers. Our packaging products compete

with packaging made from other materials, including plastics. The primary competitive factors we face include price,

design, product innovation, quality, service and sustainability, with varying emphasis on these factors depending

on the product line and customer preferences. Our machinery solutions represent one example of how we compete

by providing differentiated solutions that create value for our customers. We believe that we compete effectively

with respect to each of these factors and we obtain feedback on our performance with periodic customer surveys,

among other means.

The industries in which we operate have undergone consolidation. Within the packaging products industry,

larger customers, with an expanded geographic presence, have tended to seek suppliers that can, because of their

broad geographic presence, efficiently and economically supply all or a range of their packaging needs. In addition,

our customers continue to demand higher quality products meeting increasingly strict quality control requirements.

Increasing demand for more sustainable products is also impacting our industry. See Item 1. “Business —

Sustainability” for additional information.

Governmental Regulation

Health and Safety

Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of

activities that create safety exposures. Safeguarding the health, safety and overall welfare of our team is a top

concern and critical to attracting and retaining the best talent, while also playing a pivotal role in realizing our

business and sustainability objectives. We implement our health and safety requirements through a comprehensive,

company-wide Safety Excellence System that includes global policies, performance standards, implementation

tools, guidance documents, standardized forms, best practice sharing and operational learning. We seek to reduce

exposures and eliminate life changing events through engagement, execution of targeted, results-driven activities,

and implementation of systems that promote continuous improvement.

We are subject to a broad range of foreign, federal, state and local laws and regulatio ns relating to occupational

health and safety, and our safety program includes measures required for compliance. We have incurred, and will

continue to incur, operating costs and capital expenditures to meet our health and safety compliance requirements,

as well as to continually improve our safety systems. We believe that future compliance with occupational health

and safety laws and regulations will not have a material adverse effect on our results of operations, financial

condition or cash flows.

Certain governmental authorities in locations where we do business have established asbestos standards for

the workplace. Although we do not use asbestos in manufacturing our products, asbestos containing material

(“ACM”) is present in some of the facilities we own or lease. For those facilities where ACM is present and ACM is

subject to regulation, we have established procedures for properly managing it.

Environmental

Environmental compliance requirements are a significant factor affecting our business. Our manufacturing

processes involve the use of natural resources, such as virgin wood fiber and fresh water, discharges to water, air

emissions and waste handling and disposal activities. These processes are subject to numerous federal, state, local

and international environmental laws and regulations, as well as the requirements of environmental permits and

similar authorizations issued by various governmental authorities.

We estimate that we will invest approximately $103 million for capital expenditures during fiscal 2024 in

connection with matters relating to environmental compliance. It is possible that our capital expenditure assumptions

and project completion dates may change, and our projections are subject to change due to factors such as the

finalization of ongoing engineering projects and changes in environmental laws and regulations.

See “Note 19. Commitments and Contingencies — Environmental” of the Notes to Consolidated Financial

Statements for additional information.

Sustainability

At WestRock, our sustainability program is represented by three pillars:

▪ Supporting People and Communities

▪ Bettering the Planet

▪ Innovating for Our Customers and Their Customers

We have a long history of recycling and are one of the largest recyclers in the paper industry. Our recycling

operations collect reco vered fiber that is used by our own paper mills and by others to produce new paper products.

The virgin wood fiber used in our manufacturing operation is sourced from responsibly managed forests. Our

North American virgin fiber sourcing regions are certified to the Sustainable Forestry Initiative (SFI®) 2022 Fiber

Sourcing standard. Our forestland in Brazil is certified to the Brazilian Forest Ce rtification Programme

(CERFLOR®), the Programme for the Endorsement of Forest Certification (PEFC®) and the Forest Stewardship

Council (FSC®). To provide traceability for the virgin fiber used in our operations, nearly 100% of our wholly owned

fiber-based manufacturing facilities have been chain-of-custody certified to internationally recognized standards

such as SFI®, PEFC® and FSC®.

Climate Change

Sustainability and innovation are fundamental to our business, and we are working to improve the carbon

footprint of our manufacturing operations by setting targets to reduce greenhouse gas (“GHG”) emissions and

developing projects to become more energy efficient. Our integrated kraft paper mills, our most energy-intensive

manufacturing facilities, currently burn renewable biomass to generate approximately 70% of their en ergy needs.

Most of these facilities also self-generate the steam and electricity needed for their manufacturing processes using

efficient combined heat and power or “cogeneration” systems. During fiscal 2023, our recycling operations helped

to divert approximately six million tons of paper and packaging that might otherwise go into landfills where it might

degrade and release GHGs. Our fiber procurement activities create economic incentives for landowners and family

tree farmers to maintain their holdings as working forests that sequester carbon and provide many other

environmental benefits, including protection for fresh water supplies and habitats for diverse species of plants and

animals.

Governance

Board-level oversight of climate and other sustainability matters resides with the Nominating and Corporate

Governance Committee of the board of directors, and six members of the board of directors have sustainability

experience.

In addition to board-level oversight, we have robust management-level oversight of sustainability matters.

WestRock’s executive leadership team is responsible for establishing our sustainability strategy, including with

respect to climate-related issues. Our Senior Vice President of Strategy and Sustainability, who reports to our

President, Global Paper, is responsible for providing guidance on our sustainability approach, helping to link our

sustainability and bu siness initiatives and driving implementation of our sustai nability strategy throughout the

organization in collaboration with other executives. Our Vice President, Sustainability, manages day-to-day

implementation of this strategy. In addition to our sustainability executives, we have established cross-functional

groups withi n the organization to facilitate ongoing refinement and execution of our sustainability strategy, develop

plans to achieve our sustainability targets and embed our sustainability targets into our operations. These groups

include representatives from our product stewardship, environmental, innovation, engineering, manufacturing,

finance, legal and communications groups.

Targets and Metrics

In 2022, we validated science-ba sed targets ("SBT") for GHG emissions reduction aligned to a well below 2-

degree Celsius ambition. Our SBT involves reducing absolute Scope 1 and 2 GHG emissions 27.5% by 2030 from

a 2019 baseline ye ar. The SBT also includes a reduction in absolute Scope 3 GHG emissions from purchased

goods and services, fuel and energy activities, upstream and downstream transportation and distribution, and end-

of-life treatment of sold products by 27.5% within the same timeframe.

Strategy

We expect our SBT to guide our work as we plan, invest in, organize, and develop projects to reduce our GHG

emissions. Our strategy for achieving our SBT is multi-faceted and includes consideration of several alternatives

that can be deployed in combination, including energy efficiency projects, fuel switching, low carbon technology

investments, electricity grid decarbonization, physical and renewab le power purchase agreements and

manufacturing footprint rationalizations. Base d on our actions to date, the amount we expect to invest to achieve

our SBT is not material. We have processes for regularly evaluating and optimizing our SBT strategy to account for

changes in markets dynamics and customer preferences, our business operations, laws and regulations and climate

science.

We have also embedded carbon considerations into our capital planning processes. Our capital project

approval form includes a tool that provides project developers, reviewers, and approvers with information on

whether their proposed investment will add to or reduce GHG emissions from the affected facility. The tool also can

be used to assess potential project impacts on water intake and solid waste generation. This process is designed

to increase awareness of GHG emissions and other environmental impacts within the organization and to provide

us with information to use in optimizing our SBT and sustainability strategies.

Opportunities and Risks

Climate change presents certain opportunities and risks for our business.

Our climate-related opportunities include:

• Increasing our sales of fiber-based packaging by capitalizing on shifting consumer preferences for

products that advance the circular economy and reduce or replace single-use, fossil fuel-based plastics.

• Expanding our installed base of packaging machinery solutions, which have the potential to improve

customers’ GHG profiles by optimizing raw material usage, improving manufacturing efficiencies and

reducing or eliminating plastic waste.

• Attracting investors and talented employees, as well as cultivating positive relationships with

communities where we operate and with other stakeholders, by demonstrating our leadership in

sustainability with our sustainability targets, including our SBT.

• Improving the resiliency of our energy supply chain and potentially lowering our operating costs by

reducing or eliminating fossil fuels such as coal and oil.

Our climate-related risks include:

• Lost production and damage to our physical assets and infrastructure, including our manufacturing

facilities, as a result of severe weather-related events, such as hurricanes, tornadoes, other extreme

storms, wildfires and floods.

• Supply chain disruptions and increased material costs, such as through impacts to virgin fiber supplies

and prices, during prolonged periods of heavy rain, heat, drought, tree disease or insect epidemics or

other environmental events that may be caused by variations in conditions.

• Additional compliance costs and burdens resulting from the enactment of new laws and regulations

aimed at reducing carbon emissions, which could take the form of cap-and-trade, carbon taxes or a GHG

reduction mandate.

• Higher prices for certain raw materials and fuels, including natural gas, related to the transition to a

lower-carbon economy or the enactment of GHG reduction mandates. Also, new climate rules and

regulations that result in fuel efficiency standards could increase WestRock’s transportation costs.

• Increased capital expenditures and/or operating costs to meet our SBT, which could deviate materially

from our initial estimates.

• Reputational risk tied to customer or other stakeholder perceptions if we are unable to achieve our SBT

fully or on time due to various risks and uncertainties or if customer or other stakeholder expectations

increase beyond our current SBT commitment, requiring increased capital expenditures and/or operating

costs.

Certain jurisdictions in which we have manufacturing facilities or other investments have already taken actions

to address climate change. In the United States ("U.S."), the Environmental Protection Agency (“EPA”) has issued

the Clean Air Act permitting regulations applicable to certain facilities that emit GHG. The EPA has also promulgated

a rule requiring certain industrial facilities that emit 25,000 metric tons or more of carbon dioxide equivalent per year

to file an annual report of their emissions. While we have U.S. facilities subject to existing GHG permitting and

reporting requirements, the impact of these requirements has not been material to date. In addition to these national

efforts, some U.S. states in which we have manufacturing operations, including Washington, New York, and

Virginia, are taking measures to reduce GHG emissions, such as requiring GHG emissions reporting or developing

regional cap-an d-trade programs.

Several of our international facilities are in countries that have already adopted GHG emissions trading or other

regulatory programs. Other countries in which we conduct business, including China, European Union member

states and India, have set GHG reduction targets in accordance with the agreement among over 170 countries that

established a framework for reducing global GHG emissions (also known as the “Paris Agreement”), which became

effective in November 2016 and which the United States formally rejoined in February 2021.

We have systems in place for tracking the GHG emissions from our energy-intensive facilities, and we monitor

developments in climate-related laws, regulations, and policies to assess the potential impact of such developments

on our results of operations, financial condition, cash flows and disclosure obligations. Compliance with climate

programs may require future expenditures to meet GHG emission reduction obligations. These obligations may

include carbon taxes, the requirement to purchase GHG credits, or the need to acquire carbon offsets. Also, we

may be required to make capital and other investments to displace traditional fossil fuels, such as fuel oi l and coal,

with lower carbon alternatives, such as biomass and natural gas.

Additional information regarding our GHG targets and strategy are available in our 2022 Sustainability Report,

which we prepared in accordance with the Global Reporting Initiative 2021 Universal Standards and relevant Topic

Standards Option. The report includes a crosswalk to relevant Sustainability Accounting Standards Board

disclosure topics and an index of climate information informed by the Task Force on Climate-related Financial

Disclosures framework. The topics discussed above and discussed within our 2022 Sustainability Report may not

be considered material for SEC reporting purposes. Our sustainability reports are available on our website at

www.westrock.com/sustainability. The information contained in our sustainability reports is not incorporated by

reference into this Form 10-K and should not be considered part of this or any other report that we file with or furnish

to the SEC.

Patents and Other Intellectual Property

We hold a substantial number of foreign and domestic trademarks, trademark applications, trade names,

patents, patent applications and licenses relating to our business, our products and our production processes. Our

patent portfolio consists primarily of utility patents relating to our products and manufacturing operations, including

proprietary automated packaging systems. Our company name and logo, and certain of our products and services,

are protected by domestic and foreign trademarks. Our patents, trademarks and other intellectual property rights,

particularly those relating to our manufacturing operations, are important to our operations as a whole. Our

intellectual property has various expiration dates.

Human Capital

Overview

WestRock aims to recruit, develop, and retain diverse, best-in-class talent. To foster their and our success, we

seek to create an environment where people can do their best work – a place where they can be their authentic

selves, guided by our values. We strive to maximize the potential of our human capital resources by creating a

respectful, rewa rding, and inclusive work environment.

The capabilities of our workforce have evolved as our business and strategy have evolved. We continuously hire

for and develop for the new capabilities we need today and for what we expect in the future. We have invested in

our commercial, operations, innovation, digital and systems, and technical training capabilities.

At September 30, 2023, we employed approximately 56,100 people, approximately 90% were in sales an d

operations, including manufacturing, distribution, product and services support; and approximately 10% were in

general and administration, including groups such as finance, human resources, information technology, legal and

supply chain. Approximately 65% were located in the U.S. and Canada and 35% were located in Europe, South

America, Mexico and Asia Pacific. Of the approximately 56,100 employees, approximately 71% were hourly and

29% were salaried. Approximately 54% of our hourly employees in the U.S. and Canada are covered by collective

bargaining agreements (“CBAs”), which typically have four to six-year terms. Approximately 25% of those

employees covered under CBAs are operating under local agreements that expire within one year and

approximately 11% of those employees are governed under expired local contracts.

While we have experienced isolated work stoppages from time to time, we believe that working relationships

with our employees are generally good. From October 2022 to February 2023, we experienced a defensive lockout

at our Mahrt mill in Cottonton, AL and have experienced a strike at our corrugated converting facility in Dayton, NJ

since June 2023. We effectuated contingency plans at both locations and both facilities continued to operate and

produce products for our customers. We recently reached a tentative agreement to resolve the strike at the Dayton

facility, subject to approval of the requisite union membership.

In December 2019, the United Steelworkers Union (“USW”) ratified a master agreement that applies to

substantially all of our U.S. facilities represented by the USW. The agreement has a four-year term and covers a

number of specific items, in cluding wages, medical coverage and certain other benefit programs, substance abuse

testing, and safety. Individual facilities will continue to have local agreements for subjects not covered by the master

agreement and those agreements will continue to have staggered terms. The master agreement permits us to apply

its terms to USW employees who work at facilities we acquire during the term of the agreement. The master

agreement covers approximately 51 of our U.S. operating locations and approximately 7,300 of our employees.

While the terms of our CBAs vary, we believe the material terms of the agreements are customary for the industry,

the type of facility, the classification of the employees and the geographic location covered. Negotiations towards a

new master agreement commenced in November 2023, and a tentative agreement has been reached. It remains

subject to approval of the requisite union membership.

Culture

WestRock’s culture is grounded in our values of integrity, respect, accountability and excellence.

At the core of our employee listening systems is our bi-annual engagement survey, which is augmented with

employee pulse checks after hire and promotion, and exit interviews/surveys. These surveys enable us to gather

feedback directly from our workforce to inform our programs and employee needs globally. In 2023, 89% of

WestRock team members participated in the engagement survey and 77% of global team members participated in

the 2022 pulse survey. The 2023 engagement survey showed a slight increase to 77% in engagement when

compared to the 2021 full engagement survey of 75%. The engagement survey and pulse check covered topics

such as company strategy and direction, leadership, inclusion, safety, teamwork, manager effectiveness, culture,

pay and benefits, and learning and development. WestRock results compared favorably to the manufacturing

benchmark across multiple indices: engagement, manager effectiveness, communication, growth & development,

well-being and behavior change.

Diversity, Inclusion, Equity and Belonging

We are dedicated to creating a work environment where all team members feel that they belong, are respected

and valued, and can do our best work.

At September 30, 2023, 24% of our global workforce was comprised of women and 36% of our U.S. based

workforce was comprised of people of color. Our board of directors includes four women (representing 33% of

directors) and two people of color (representing 17% of directors). We have implemented a multi-year Diversity,

Inclusion, Equity and Belonging (“diversity and inclusion”) action plan that we expect will increase our workforce

diversity, advance inclusion, equity and belonging throughout the company, accelerate the de velopmen t and career

movement of diverse talent and ensure diverse succession plans.

In fiscal 2023, the annual short-term incentive plan for our CEO, our senior leadership team and their direct

reports included an evaluation and measurement of progress in the metrics and programs that directly support

diversity and inclusion, such as:

▪ Talent acqu isition and retention metrics

▪ Learning and development programs for team members

▪ Representation progress within and across career streams

In fiscal 2022, we partnered with external experts and developed a learning experience focused on unconscious

bias and in fiscal 2023, we delivered tailored workshops for 77% of our U.S. hourly employees, 63% of our global

hourly workforce, 82% of our U.S. salaried workforce and 71% of our global salaried workforce. This experience is

one example of how we are expanding awareness and building the skill set and mindset to develop a more inclusive

environment. In fiscal 2023, we developed a learning experience focused on leading inclusively and delivered

training for 75% of our U.S. salaried workforce.

In collaboration with organizations, such as the Executive Leadership Council, Calibr, Harvard Program for

Women, Pathways and Signature, we provide external development opportunities for our diverse talent. To connect

and develop team members within WestRock, we support highly engaged Resource Groups for team members

who are early in career, women, racial and ethnic minorities, veterans, who identify as LGBTQIA+ or have differing

abilities and their allies.

Health and Safety

We are committed to supporting our team members’ health and safety. We have an extensive safety program

that is implemented at our sites and includes a focus on eliminating safety exposures and reducing life-changing

events ("LCE"), recordable incidents and lost workdays. Including the operations from the Mexico Acquisition in

both periods, in fiscal 2023, we achieved year-over-year improvements in LCEs and recordable incident rate, while

lost workdays increased compared to the prior year. Our safety results continue to trend favorably compared to

industry performance. We are continuing our focus on human and organizational performance and are conducting

training in the U.S. and internationally, which is focused on continuous safety improvement and the relationships

that exist among systems, processes, equipment and people to drive better safety practices.

Talent Attraction, Retention and Development

The attraction, retention and development of team members is critical to our success. We accomplish this, in

part, by seeking to develop the capabilities of our team members through our continuous learning, development

and pe rformance management programs. These programs include our safety, six sigma, supply chain, leadership,

commercial and operational development programs.

We invest in our leadership through the Leadership Excellence, Elevate and Essentia ls programs; and we invest

in our commercial teams through quarterly product training, best practice sharing, and development workshops that

focus on the commercial capabilities needed today and tomorrow to anticipate and meet our customers’ changing

requirements.

In fiscal 2022, we initiated the deployment of common equipment and reliability operations/technical training

across our sites with a focus on our newest hires. We continue to invest in technical development curriculum so

that we continue to build leading technical, engineering, operational talent. We continue to leverage ou r online

learning libra ry, which has over 8,500 courses and 200 playlists by topic area or experience/skill set.

We sponsor early in career rotations and college hire programs that support our functions and local operations.

We build partnerships with schools, universities and associations to promote future careers in manufacturing. During

fiscal 2023, we continued to invest in people, programs and systems to meet the increased talent demand in a

dynamic marketplace. We have expanded our relationships with historically black colleges and universities, the

National Association of Manufacturers and other partners and associations. In partnership with the Manufacturing

Institute and Skill Bridge, we provide onboarding and transition support for our early in career talent and new military

hires.

Total Rewards

Our total rewards programs are designed to offer competitive compensation, comprehensive benefits and other

programs to support employees’ growth, both personally and professionally, and the diverse needs and well-being

of our employees worldwide. We believe the structure of our compensation and benefit programs provide the

appropriate incentives to attract, retain and motivate our employees. We provide base pay that is competitive and

that aligns with employee positions, skill levels, experience and geographic location. In addition to base pay, we

seek to reward employees with annual incentive awards, recognition programs, and equity awards for employees

at certain job levels.

Employee benefits packages may include: 401(k) pl an, pension plan, core and supplemental life insurance,

financial courses and advisors, employee assistance programs, tuition assistance, family planni ng and adoption

assistance, medi cal and dental insurance, vision insurance, health savings accounts, health reimbursement and

flexible spending accounts, well-being rewards programs, vacation pay, holiday pay, and parental and adoption

leave.

Over the past two years, we enhanced certain of the Company’s benefits and practices to support the health

and well-being of our employees through the challenges of the pan demic and significant suppl y chain disruptions

caused by winter storms and natural disasters. In the fall of 2022, we announced the opportunity for part time work

and benefits effective January 2023 for employees who work 20 hours or greater each week. We believe this added

work and schedule flexibility will position us to better meet the needs of employees, customers, and manufacturing

sites and leverage new sources of talent.

International Operations

Our operations outside the U.S. are conducted through subsidiaries located in Canada, Latin America, Asia

Pacific, and Europe, Middle East and Africa ("EMEA"). Sales attributable to non-U.S. operations were 24.4%, 18.3%

and 18.3% of our net sales in fiscal 2023, 2022 and 2021, respectively, some of which were transacted in U.S.

dollars. See “Note 8. Segment Information” of the Notes to Consolidated Financial Statements for additional

information.

Available Information

Our Internet address is https://www.ir.westrock.com. Our Internet address is included herein as an inactive

textual reference only. The information contained on our website, including our 2022 Sustainability Report, is not

incorporated by reference herein and should not be considered part of this report. We file annual, quarterly and

current reports, proxy statements (and any amendments thereto) and other information with the SEC and we make

available free of charge most of our SEC filings through our Internet website as soon as reasonably practicable

after filing with the SEC. You may access these SEC filings via the hyperlink that we provide on our website to a

third-party SEC filings website. We also make available on our website our board committee charters, as well as

the corporate governance guidelines adopted by our board of directors, our Code of Conduct for employees, our

Code of Conduct and Ethics for the Board of Directors and our Code of Ethical Conduct for Chief Executive Officer

(“CEO”) and Senior Financial Officers. Any amendments to, or waiver from, any provision of these codes that are

required to be disclosed will be posted on our website. We will also provide copies of these documents, without

charge, at the written request of any stockholder of record. Requests for copies should be ma iled to: WestRock

Company, 1000 Abernathy Road NE, Atlanta, Georgia 30328, Attention: Corporate Secretary.

Forward-Looking Statements

Statements in this report that do not relate strictly to historical facts are forward-looking statements within the

meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the

Company’s current expectations, beliefs, plans or forecasts and use words such as “may”, “will”, “could”, “should”,

“would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target”, "prospects", “potential”,

"commit" and "forecast", or wo rds of similar import or meaning or refer to future time periods. Forward-looking

statements involve estimates, expectations, projections, goals, targets, forecasts, assumptions, risks and

uncertainties. A forward-looking statement is not a guar antee 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 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, in cluding our ability to achieve 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, includ ing 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 Item 1A. “Risk

Factors”. The information contained herein speaks as of the date hereof, and the Company does not have or

undertake any obligation to update or revise its forward-looking statements, whether as a result of new information,

future events or otherwise, except to the extent required by law. Forward-looking statements, including projections

herein, could also change as a result of consummation of the proposed Transaction.

Item 1A. RISK FACTORS

We are subject to certain risks and events that have adversely affected and/or may in the future adversely

affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock. In

evaluating our business and any investment in our securities, you should consider the following risk factors and the

other information presented in this report, as well as the other reports and registration statements we file from time

to time with the SEC. Additional risks not currently known to us or that we currently believe to be immaterial could

also adversely impact our business.

Market and Industry Risks

We Have Been, And May In the Future Be, Adversely Affected by Factors That Are Beyond Our Control,

Such as U.S. and Worldwide Econ omic and Financial Market Conditions, and Geopolitical Conflicts and

Other Social and Political Unrest or Change

Our businesses have been, and may be, adversely affected by a number of factors that are beyond our control,

including, but not limited to:

•macroeconomic and business conditions, including deteriorating macroeconomic conditions and related

supply and demand dynamics, as well as inflation and deflation;

•geopolitical conflicts and other social and political unrest or change, and other changes impacting matters

such as tax policy, sustainability, environmental regulations and trade policies and agreements;

•conditions in the financial services markets, including counterparty risk, insurance carrier risk, rising

interest rates, rising commodity prices, fluctuations in the value of local currency versus the U.S. dollar

and the impact of a stronger U.S. dollar, which may impact price and demand for our products;

•financial uncertainties in our major international markets; and

•government deficit reduction and other austerity measures in specific countries or regions, or in the various

industries in which we operate.

We are continuing to experience lower demand for certain products due to factors such as, but not limited to,

challenging macroe conomic conditions, certain customer inventory rebalancing and shifting consumer spending,

which has resulted in, among other things, elevated levels of economic downtime, lower production and lower

profitability. These conditions have in the past contributed to, and may in the future contribute to, impairment

charges. The impact may be further exacerbated if these conditions lead to higher unemployment rates, lower family

income, unfavorable currency exchange rates, lower corporate earnings, lower business investment, lower

consumer spending or confidence and/or continued shifts in consumer spending. The global economy also

continues to experience elevated levels of inflation, and we experienced cost inflation across our business in fiscal

2023, albeit at moderating levels since fiscal 2022. Persistent inflation results in higher manufacturing and

transportation costs, which we may not be able to recover through higher prices charged to our customers,

particularly given the present dislocation between price and inflation.

In addition, changes in trade policy, including renegotiating or potentially terminating, existing bilateral or

multilateral agreements, as well as the imposition of tariffs, could impact demand for our products and the costs

associated with ce rtain of our capital investments. Macroeconomic challenges may also lead to changes in tax laws

or tax rates that may have a material impact on our future cash taxes, effective tax rate or deferred tax assets and

liabilities.

Our results of operations, cash flows and finan cial condition, and the trading price of our Common Stock could

be further adversely affected, perhaps materially, by any of these matters.

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

We have experienced, and are likely to continue experiencing, pricing cycles relating to industry capacity and

macroeconomic conditions. The length and magnitude of these cycles have varied over time and by product. Prices

for our products are driven by many factors, including macroeconomic conditions, demand for our products and

competitive conditions in the industries in which we serve, and we have little influence over the timing and extent of

price changes, which may be unpredictable and volatile. Where supply exceeds demand, prices for our products

could decline, and our results of operations, cash flows and financial condition, and the trading price of our Common

Stock have been, and may continue to be, adversely affected. We believe that the trading price of our Common

Stock has been adversely affected in part due to the impact of macroeconomic conditions on pricing and demand

and announcements by certain of our competitors of planned additional capacity in the North American

containerboard market, as well as the subsequ ent implementation of certain of those plans and the impact it will

have on future supply and demand dynamics and pricing.

Many of our customer contracts include price adjustment provisions based upon published indices (including

those published by Pulp and Paper Week (“PPW”)) for our products that contribute to the setting of selling prices

for some of our products. PPW is a limited survey that may not accurately reflect changes in market conditions for

our products. Changes in how these indices are determined or maintained, or other indice s are established or

maintained, could adversely impact the selling prices for these products. Published containerboard and paperboard

prices declined during fisca l 2023, which will result in lower prices, and likely lower profitability, for certain of our

products.

Our Earnings Are Highly Dependent on Volumes

Because our operations generally have high fixed operating costs, our earnings are highly dependent on

volumes, which tend to fluctuate due to macroeconomic conditions, supply and demand dynamics in the markets

we serve, and due to company and customer specific issues. We are presently experiencing lower demand for

certain products due to factors such as, but not limited to, challenging macroeconomic conditions, certain customer

inventory rebalancing and shifting consumer spending. These fluctuations at times lead to significant variability in

our sales, results of operations, cash flow and financial condition, making it difficult to predict our financial results

with certainty. This variability in performance due to fluctuations in volumes may also cause the trading price of our

Common Stock to be adversely affected.

The COVID-19 pandemic (“COVID”) affected our operational and financial performance to varying degrees.

The extent of the impact of future public health crises, including a resurgence of COVID, or related containment

measures and government responses, are highly uncertain and cannot be predicted, including as it relates to

demand and volume. Any failure to maintain volumes may materially adversely affect our results of operations, cash

flows and financial condition, and the trading price of our Common Stock.

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

We rely heavily on the use of certain raw materials, energy sources and third-party companies for transportation

services.

The costs of recycled fiber and virgin fiber, the principal externally sourced raw materials for our paper mills,

are subject to pricing variability due to market and industry conditions. Demand for recycled fiber has fluctuated and

may increase due to, among other factors, increased consumption of recycled fiber, including through additions of

new recycled paper mill capacity, and increasing demand for products packaged in packaging made with paper

manufactured from recycled fiber.

The market price of virgin fiber varies based on the availability and source of virgin fiber, and the availability of

virgin fiber may be impacted by, among other factors, weather conditions and the housing market. In addition, costs

for key chemicals used in our manufacturing operations fluctuate, which impacts our manufacturing costs. Certain

published indices contribute to price setting for some of our raw materials and future changes in how these indices

are established or maintained, as well as their performance, could adversely impact the pricing of these raw

materials.

The cost of natural gas, coal, oil, electricity and purchased biomass fuel, all of which we use in our business, at

times has fluctuated significantly. In fiscal 2022, the price of the natural gas consumed in our manufacturing

operations increased significantly compared to fiscal 2021 and continued to increase in fiscal 2023 before declining

during the last half of fiscal 2023 compared to fiscal 2022. When energy costs increase, leading to increases in our

operating costs, they could make our products less competitive compared to similar or alternative products offered

by competitors.

We distribute our products primarily by truck and rail, although we also distribute some of our produ cts by cargo

ship. The reduced availability of trucks, rail cars or cargo ships, includ ing as a result of labor shortages in the

transportation industry, could adversely impact our ability to distribute our products in a timely or cost-effective

manner. We experienced higher freight costs and some distribution delays in the first half of fiscal 2023 and both

fiscal 2022 and 2021. While we have generally been able to manage through these issues and have not experienced

material disruptions in our ability to serve our customers, they have resulted in significantly higher costs for

transportation services. High transpo rtation costs could make our products less competitive compared to similar or

alternative products offered by competitors.

Because our businesses operate in highly competitive industry segments, we may not be able to recoup past

or future increases in the cost of raw materials, energy or transportation through price increases for our products,

particularly given the present dislocation between price and inflation. The failure to obtain raw materials, energy or

transportation services at reasonable market prices (or the failure to pass on price increa ses to our customers) or

a reduction in the availability of raw materials, energy or transportation services due to increased demand,

significant changes in climate or weather conditions, or other factors could adversely affect our results of operations,

cash flows and financial condition, and the trading price of our Common Stock.

We Face Intense Competition

We compete in industries that are highly competitive. Our competitors include large and small, vertically

integrated companies and numerous smaller non-integrated companies. We generally compete with companies

operating in North America, although we have operations spanning North America, South America, Europe, Asia

and Australia. Factors affecting our ability to compete include the entry of new competitors into the markets we

serve, increased competition from overseas producers, our competitors’ pricing, go-to-market, and sustainability

strategies, the introduction by our competitors of new products, technologies and equipment, including the use of

artificial intelligence and machine learning solutions, our ability to innovate and to anticipate and respond to

changing customer preferences and to develop and execute on our go-to-market and sustainability strategies and

to maintain the cost-efficiency of our operations, including our facilities. In addition, changes within these industries,

including the consolidation of our competitors and customers or changes in capacity, have impacted, and may in

the future, impact competitive dynamics. If our competitors are more successful than us with respect to any key

competitive factor, our results of operations, cash flows and financial condition, and the trading price of our Common

Stock, could be adversely affected.

Our products also compete, to some extent, with various other packaging materials, including products made

of plastics, wood and various types of metal. Customer shifts away from containerboard and paperboard packaging

to packaging made from other materials could adversely affect our results of operations, cash flows and financial

condition, and the trading price of our Common Stock.

Operating Risks

We May Incur Business Disruptions That Adversely Affect Our Businesse s

We depend on continuous operation of our facilities. The operations at our facilities have in the past and may

in the future be interrupted or impaired by various operating risks, including, but not limited to, risks associated with:

•

catastrophic events, such as fires, floods, ea rthquakes, explosions, natural disasters, severe weather,

including hurricanes, tornadoes and droughts, and pandemics, including COVID, or other health crises or

similar occurrences;

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

•failure of third-party service providers and/or business partners to fulfill their commitments and

responsibilities in a timely manner and in accordance with ag reed upon terms;

•government regulations;

•prolonged power failures;

•unscheduled maintenance outages, including due to equipment breakdowns or failures;

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

•violations of our permit requirements or revocation of permits;

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

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

•shortages of equipment or spare parts; and

•labor disputes and shortages.

For example, operations at several of our facilities located in the south and southeastern U.S. have been

interrupted in recent years by hurricanes and severe winter weather, resulting in, among other things, lost mill

production. In addition, COVID impacted our operations and financial performance to varying degrees, including as

a result of supply chain and labor disruptions and higher costs. The extent of the effects of future public health

crises, including the impact of a resurgence of COVID, or other business disruptions, on our operational and

financial performance in future periods will depend on future developments, which are highly uncertain and cannot

be predicted. Our production capabilities may be disrupted if we are unable to secure sufficient supplies of raw

materials or if significant portions of our workforce are unable to work effectively as a result of a business disruption.

We have insurance coverage, subject to applicable deductibles or retentions, policy limits and other conditions, for

certain business disruptions; however, we may not be successful with respect to any claim regarding insurance

coverage and, if we are successful, any amounts paid pursuant to the insurance may not be sufficient to cover all

our costs and expenses.

Business disruptions have impaired, and may in the future impair, our production capabilities and adversely

affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock.

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

Customer Preferences or to Protect Intellec tual Property Related to Our Products

Our success depends, in part, on our ability to offer differentiated solutions, and we must continually develop

and introduce new products and services to keep pace with technological and regulatory developments and

changing customer preferences. The services and products that we offer customers may not meet their needs as

their business models evolve. Also, our customers may decide to decrease their use of our products, use alternative

materials for their product packaging or forego the packaging of certain products entirely. Regulatory developments

can also significantly alter the market for our products. For example, a move to electronic distributio n of disclaimers

and other paperless regimes could adversely impact our healthcare inserts and labels businesses. Similarly, certain

states and local governments have adopted laws banning single-use paper bags or charging businesses or

customers fees to use paper bags. These and similar de velopmen ts could adversely impact demand for certain of

our products.

Customer preferences for products and packaging formats are constantly changing based on, among other

factors, cost, convenience, and health and sustainability concerns and perceptions. For example, changing

consumer dietary habits and preferences have slowed the sales growth for certain of the food and beverage

products that we package. Also, there is an increasing focus among consumers to ensure that products delivered

through e-commerce are packaged efficiently. In addition, customers are increasingly interested in the carbon

footprint of our products. Our results of operations, cash flows and financial condition, and the trading price of our

Common Stock, could be adversely affected if we fail to anticipate and address these and other trends, including

by developing and offering products that respond to changing customer preferences.

Our success also depends, in part, upon our ability to obtain and maintain protection for certain proprietary

packaging products and packaging machine technologies used to produce our products. Failure to protect our

existing intellectual property may result in the loss of valuable legal rights. Our competitors may obtain intellectual

property rights that could require us to license those rights or to modify or cease the use or sale of certain of our

technologies or products. Our patents could be invalidated, rendered unenforceable, circumvented, challenged or

licensed to others, and our pending or future patent applications may not be issued with the scope of the claims we

seek, if at all. Further, other companies may develop technologies that are similar or superior to our technologies,

duplicate our technologies or design around our patents, and steps we take to protect our technologies may not

prevent misappropriation of those technologies.

Our Capital Expenditures May Not Achieve the Desired Outcomes or May Be Completed at a Higher Cost

than Anticipated

We operate in a capital-intensive indu stry, and many of our capital projects are complex, costly and/or

implemented over an extended period of time. Our expenditures for capital projects could be higher than we

anticipate, we may experience unanticipated business disruptions or delays in completing the projects, and/or we

may not achieve the desired benefits from those projects, including as a result of a deterioration in macroeconomic

conditions or in our business, unavailability of capital equipment or related materials, delays in obtaining permits or

other requisite approvals or changes in laws and regulations. Any of these circumstances could adversely affect

our results of operations, cash flows and financial condition, and the trading price of our Common Stock. In addition,

disputes between us and contractors who are involved with implementing capital projects could lead to time-

consuming and costly litigation.

We Are Exposed to Risks Related to International Sales and Operations

We derived 24.4% of our net sales in fiscal 2023 from outside the U.S. through international operations, some

of which were transacted in U.S. dollars. In addition, certain of our domestic operations have sales to foreign

customers. Our operating results and business prospects could be adversely affected by risks related to the

countries outside the U.S. in which we have manufacturing facilities or sell our products. Countries are exposed to

varying degrees of economic, political and social unrest or instability. In addition, economies and operating

environments have been, and may continue to be, adversely impacted to varying degrees by public health crises.

We are exposed to risks of operating in various countries, including, but not limited to, risks associated with:

•geopolitical events and political, economic and social unrest or instability, including do wnturns or changes

in economic activity due to, among other things, regional conflicts or commodity inflation;

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

regulations;

•earnings and cash flows that may be subject to tax withholding requirements or the imposition of tariffs,

exchange controls or other restrictions;

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

•import and export restrictions and other trade barriers;

•

responding to disruptions in existing trade agreements or increased trade tensions between countries or

political and economic unions;

•maintaining overseas subsidiaries and managing international operations;

•obtaining regul atory approval for significant transactions;

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

controls;

•fluctuations in foreign currency exchange rates; and

•transfer pricing.

We are also subject to taxation in the U.S. and numerous non-U.S. jurisdictions and have several ongoing

audit examinations covering multiple years with various tax authorities. We base our tax returns on our interpretation

of tax laws and regulations in effect; however, governing tax bodies have in the past and may in the future disagree

with certain of our tax positions, which could result in a higher tax liability. For instance, we are challenging claims

by the Brazil Federal Revenue Department that we underpaid tax, penalties and interest associated with a claim

that a subsidiary of MeadWestvaco Corporation (the predecessor of WestRock MWV, LLC) had reduced its tax

liability related to the goodwill generated by the 2002 merger of two of its Brazilian subsidiaries. See Item 8.

“Financial Statements and Supplemental Data — Note 19. Commitments and Contingencies — Brazil Tax

Liability” for additional information.

Any one or more of these risks could adversely affect our international operations and our results of operations,

cash flows and financial condition, and the trading price of our Common Stock.

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

Systems

Our failure to produce products that meet applicable safety and quality standards could result in adverse effects

on consumer health, litigation exposure, loss of market share and adverse reputational and financial impacts,

among other potential consequences, and we may incur substantial costs in taking appropriate corrective action

(up to and including recalling products from end consumers) and reimbursing customers and/or end consumers for

losses that they suffer as a result of these failures. Our failure to meet these standards could lead to regulatory

investigations, enforcement actions and/or prosecutions, and result in adverse publicity, which may damage our

reputation. Any of these results could adversely affect our results of operations, cash flows and financial condition,

and the trading price of our Common Stock.

We provide representations in certain of our contracts that our products are produced in accordance with

customer specifications. If the product contained in packaging manufactured by us is faulty or contaminated, the

manufacturer of the product may allege that the packaging we provided caused the fault or contamination, even if

the packaging complies with contractual specifications. If our packaging fails to meet contract specifications, we

could face liability from our customers and third parties for bodily injury or other damages. These liabilities could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common

Stock.

We Are Subject to Information Security and Information Technology Risks, Including Related to Customer,

Employee, Vendor or Other Company Data

We use information technologies to securely manage operations and various business functions. We rely on

various technologies, some of which are managed by third parties, to process, transmit and store electronic

information. In addition, we facilitate a variety of business processes and activities, including reporting on our

business and interacting with customers, vendors and employees. We also collect and store data, including

proprietary business information, and may have access to confidential or personal information that is subject to

privacy and security laws, regulations and customer-imposed controls. The current cyber threat environment

presents enhanced risk for all companies, includi ng those in our industry. Increasing use of artificial intelligence

may increase these risks.

Our systems, and those of our third-party providers and business partners, are subject to recurring attempts

by third parties to access information, manipulate data or disrupt our operations. Despite our security design and

controls, and those of our third-party providers and business partners, we have in the past experienced, and may

in the future become subject to, unauthorized data disclosures, manipulation or loss, system damage, disruptions

or shutdowns. These incidents may be due to any number of causes, including cyber-attacks, data breaches,

employee error or malfeasance, such as ransomware and data theft by common hackers, criminal groups or nation-

state organizations or social activist organizations (which efforts may increase as a result of geopolitical events and

political and social unrest or instability around the world), power outages, telecommunication or utility failures,

systems failures, service provider failures, natural disasters or other catastrophic events. Moreover, hardware,

software or applications that we or third parties use may have inherent vulnerabilities or defects of design,

manufacture or operations or could be inadvertently or intentionally implemented or used in a manner that could

compromise information security. Misuse of internal applications, theft of intellectual property, trade secrets or other

corporate assets, and inappropriate disclosure of confidential information could result from such incidents.

In January 2021, we detected a ransomware attack impacting certain of our systems (the “Ransomware

Incident”). In response, we proactively shut down a number of our systems, which impacted certain of our

operations, including our ability to produce and ship paper and packaging. Due to these actions, our mill system

production was approximately 115,000 tons lower than planned for the quarter ended March 31, 2021, and we

estimated the pre-tax income impact of the lost sales and operational disruption of this incident, as well as

ransomware recovery costs, at approximately $80 million. In response to the Ransomware Incident, we accelerated

information technology investments that we had previously planned to make in future periods in order to further

strengthen our information security and technology infrastructure. As a result, we have incurred and expect to

continue to incur, significant costs as we enhance our data security and take further steps to prevent unauthorized

access to, or manipulation of, our systems and data. Despite these efforts, similar incidents may occur in the future.

In particular, the Ransomware Incident may embolden individuals or groups to target our systems. Additionally,

while we have insurance coverage in place to address various information security risks, this insurance coverage

is subject to a deductible and may not be sufficient to cover all losses or types of claims that may arise in connection

with such incidents.

The information security-related vulnerabilities that we face may remain undetected for an extended period of

time. We may also face challenges and risks during our integration of acquired businesses and operations as we

upgrade and standardize our information technology systems. We maintain contingency plans and processes to

prevent or mitigate the impact of these events; however, these events could nonetheless result in disruptions and

damage like that we suffered in connection with the Ransomware Incident or the misappropriation of sensitive data,

and depending on their nature and scope, could lead to the compromise of confidential information, improper use

of our systems and networks, manipulation and destruction of data, defective products, production downtimes,

operational disruptions and exposure to liability. Such disruptions or misappropriations and the resulting

repercussions, including reputational damage and legal claims or proceedings, may adversely affect our results of

operations, cash flows and financial condition, and the trading price of our Common Stock.

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

A significant number of our union employees are governed by CBAs. We are currently negotiating a new master

agreement with the USW, as the current agreement, which covers approximately 7,300 of our employees, will expire

in December 2023. In addition, expired uni on contracts are in the process of renegotiation and others expire within

one year. We have reached a tentative agreement on the terms of a new master agreement; however, it remains

subject to approval of the requisite union membership, and we cannot predict if or when that approval will be

obtained. In addition, we may not be able to successfully negotiate other union contracts without work stoppages

or labor difficulties or to renegotiate them on favora ble terms.

We have experienced isolated work stoppages from time to time, including a defensive lockout at our Mahrt mill

in Cottonton, AL from October 2022 to February 2023 and a strike at our corrugated converting facility in Dayton,

NJ since June 2023, which resulted in increased costs as described in “Note 8. Segment Information” of the Notes

to Consolidated Financial Statements. Although we recently reached a tentative agreement to resolve the strike at

the Dayton facility, it is subject to approval of the requisite union membership, and we cannot predict if or when that

approval will be obtained. If we experience an extended interruption of operations at any of our facilities as a result

of work stoppages or if we are unable to successfully renegotiate the terms of any of these agreements, our results

of operations, cash flows and financial condition, and the trading price of our Common Stock, could be adversely

affected. In addition, our businesses rely on vendors, suppliers and other third parties that have union employees.

Work stoppages or other labor relations matters affecting these vendors, suppliers and other third parties could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common

Stock.

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

Personnel, Including Key Personnel

Our success depends on our ability to attract, motivate and retain employees with the skills necessary to

understand and adapt to the continuously developing needs of our customers. The increasing demand for qualified

personnel makes it more difficult for us to attract, motivate and retain employees with requisite skill sets, particularly

employees with specialized technical and trade experience. Changing demographics and labor work force trends

also may result in a loss of knowledge and skill s as more tenured and experienced workers retire. If we are unable

to attract, motivate and retain qualified personnel, or if we experience excessive turnover, including among hourly

workers, we may experience declining sales, manufacturing delays or other inefficiencies, increased recruiting,

training and relocation costs and other difficulties, and our results of operations, cash flows and financial condition,

and the trading price of our Common Stock may be adversely impacted.

The market for both hourly workers and professional workers remained challenging in fiscal 2023. The market

and labor environment for hourly workers is increasingly competitive and facing higher levels of labor unrest than

has historically been experienced. In certain locations where we operate, the demand for labor continues to exceed

the supply of labor, resulting in higher costs. Despite our focused efforts to attract, motivate and retain employees,

including by offering higher levels of compensation in certain instances, we experienced attrition rates within our

workforce in the past two years that exceeded historical levels. We also incurred hi gher operating costs at certain

of our facilities in the form of higher levels of overtime pay due to shift requirements and staffing challenges.

In addition, many professional workers desire a fully remote work setting. We offer flexible working

arrangements in the majority of instances; however, we may experience higher levels of attrition within our

professional workforce if these workers desire more remote work opportunities than we are able to offer. We may

also experience higher levels of attrition if employees do not perceive the purpose and impact of their work to be

rewarding or their work-life balance to be satisfactory.

We also rely on key executive and management personnel to manage our business efficiently and effectively.

The loss of these employees, combined with a challenging market for attracting and retaining employees, could

adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common

Stock may be adversely impacted. The proposed Transaction may exacerbate each of these challenges.

We Face Risks Associated with Sustainability Matters, Including Climate Change

Our physical assets and infrastructure, including our manufacturing operations, have been and remain subject

to risks from volatile and damaging weather patterns. For example, severe weather-related events, such as

hurricanes, tornadoes, other extreme storms, wildfires, and floods, have resulted in and/or could in future periods

result in lost production and/or physical damage to our facilities. Unpredictable weather patterns or extended periods

of severe weather also may result in supply chain disruptions and increased material costs. The ability to harvest

the virgin fiber used in our manufacturing operations may be limited, and prices for this raw material may fluctuate,

during prolonged periods of heavy rain or drought or during tree disease or insect epidemics or other environmental

conditions that may be caused by variations in climate conditions. Such events could also impact the premiums we

pay for insurance. Other climate-related business risks that we face include risks related to the transition to a lower-

carbon economy, such as increased prices for certain fuels, including natural gas; the introduction of a carbon tax

or government mandates to reduce GHG emissions; and more stringent and/or complex environmental and other

permitting requirements. To the extent that severe weather or other climate-related risks materialize, and we are

unprepared for them, we may incur unexpected costs, which could have a material effect on our results of

operations, cash flows and financial condition, and the trading price of our Common Stock may be adversely

impacted.

There has been an increased focus, including from investors, customers, regulators and other stakeholders

regarding sustainability matters, including with respect to climate change, circular economy, packaging waste,

sustainable supply chain practices, deforestation, biodiversity, land, energy and water use, diversity, equity,

inclusion and belonging and other human capital matters. This increased awareness may result in more prescriptive

reporting requirements with respect to these topics, an increased expectation that such topics will be voluntarily

disclosed by companies such as ours, and increased pressure to make commitments, set targets and take action

to meet them.

We have established and publicly disclosed targets and other commitments related to certain sustainability

matters, including our SBT to reduce Scope 1, 2 and 3 GHG emissions by 2030 from a 2019 baseline year. All of

our sustainability targets and commitments are subject to a variety of assumptions, risks and uncertainties, many

of which are outside our control. If we are unable to meet these targets or commitments on our projected timelines

or at all, or if they are perceived negatively, including the perception that they are not sufficiently robust or,

conversely, are too costly, our reputation as well as our relationships with investors, customers and other

stakeholders could be harmed, which could in turn adversely impact our business, results of operations and the

trading price of our Common Stock. Meeting certain of these targets may also increase our capital expenditures

and operational costs, and those expenditures could deviate, perhaps materially, from initial estimates. In addition,

not all of our competitors may seek to establish climate or other sustainability targets and goals, or at a comparable

level to ours, which could result in our competitors achieving competitive advantages through lowe r supply chain,

capital or operating costs.

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

New Business Systems Transformation

We have undertaken several projects to enhance productivity and performance, increase efficiency, and

deliver cost savings throughout our businesses, which may not be achieved on the anticipated timelines or at all.

For example, in the fourth quarter of fiscal 2022, we launched a multi-year phased business systems transformation

project. The investment will replace much of our existing disparate systems and transition them to a standardized

enterprise resource planning (“ERP”) system on a cloud-based platform, as well as a suite of other complementing

technologies, across our global organization. The new systems are intended to transform areas such as

manufacturing, supply chain, procurement, quote to cash, financials and analytics, and position us to better leverage

automation and process efficiency and enable productivity enhancements. An implementation of this scale is a

major fina ncial undertaking and will require substantial time and attention of management and key employees. We

may not be able to successfully implement our ERP system without delays related to resource constraints or

challenges with the critical design phases of the implementation, or we may experience unanticipated business

disruptions and/or we may not achieve the desired benefits from the project. Project completion dates and projected

costs may also change. Additionally, the effectiveness of our internal control over financial reporting could be

adversely affected if the new ERP is not successfully implemen ted. Any of these items, along with any failure to

effectively manage data governance risks prior to or during ERP implementation, could adversely affect our results

of operations, cash flows and financial condition, and the trading price of our Common Stock.

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

Divestitures

We have completed a number of mergers, acquisitions, investments and divestitures in the past, including our

acquisition of the remaining ownership interest in Grupo Gondi and the divestiture of our interior partition operations

and our uncoated recycled paperboard mills. Subject to restrictions in, and compliance with, the Transaction

Agreement, we may seek to acquire, invest in or sell, or enter into transactions with other companies in the future.

However, we may not be able to identify suitable targets or purchasers or successfully complete suitable

transactions in the future, and completed transactions may not be successful. These transactions create risks,

including, but not limited to, risks associated with:

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

•integrating acquired businesses and personnel into our business, including integrating personnel,

information technology systems and operations across different cultures and languages, and addressing

the operational risks associated with these integration activities as well as the economic, political,

regulatory and compliance risks associated with specific countries;

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

•obtaining and verifying relevant information regarding a business prior to the consummation of the

transaction, including the identification and assessment of liabilities, claims or other circumstances that

could result in litigation or regulatory risk exposure;

•obtaining requi red regulatory approvals and/or debt or equity financing on favorable terms;

•retaining key employees, contractual relationships or customers;

•the potential impairment of assets and goodwill;

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

•incurring indebtedness to finance an acquisition or investment; and

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

Among the benefits we expect from mergers, acquisitions and investments are synergies, cost savings, growth

opportunities or access to new markets (or a combination thereof), and in the case of divestitures, the realization of

proceeds from the sale of businesses and assets to purchasers that place higher strategic value on these

businesses and assets than we do. For mergers and acquisitions, our success in realizing these benefits and the

timing of realizing them depend on the successful integration of the acquired businesses and operations with our

business and operations. These transactions may not be successful and may adversely affect our results of

operations, cash flows and financial condition, and the trading price of our Common Stock. Even if we integrate

these businesses and operations successfully, we may not realize the full benefits we expected within the

anticipated timeframe, or at all, and the benefits may be offset by unanticipated costs or delays.

Transaction Risks

We Will Be Subject to Business Uncertainties While the Transaction With Smurfit Kappa is Pending, Which

Could Adversely Affect Our Business

On September 12, 2023, we entered into the Transaction Agreement. See Item 1. “Business” for additional

information. The Transaction Agreement generally requires us to operate our business in the ordinary course,

consistent with past practice, pending consummation of the Transaction and restricts us, without Smurfit Kappa’s

consent, from taking certain specified actions until the Transaction is completed. These restrictions may affect our

ability to execute our business and goals, and prevent us from pursuing attractive business opportunities.

Further, in connection with the Transaction, our current and prospective employees may experience uncertainty

about their future roles with us following the Transaction, which may materially adversely affect our ability to attract,

motivate and retain key personnel while the Transaction is pending . Accordingly, we may be unable to attract,

motivate and retain key employees to the same extent that we have been able to in the past.

The Transaction could also disrupt our business or business relationships. Parties with which we have business

relationships may delay or defer certain business decisions, seek alternative relationships with third parties or seek

to alter their present business relationships with us. Parties with which we otherwise may have sought to establish

business relationships may seek alternative relationshi ps with third parties.

The pursuit of the Transaction will also continue to place a significant burden on management and other internal

resources. It may also divert management’s time and attention from the day-to-day operation of our business and

the execution of our other strategic initiatives.

In addition, we have incurred and will continue to incur significant costs for professional services and other

transaction costs in connection with the Transaction, and many of these costs are payable regardless of whether

or not the Transaction is consummated.

Any of the foregoing could adversely affect our business, results of operations, cash flows and financial

condition, and the trading price of our Common Stock.

The Transaction Agreement Limits Our Ability to Pursue Alternatives to the Transaction

The Transaction Agreement contains provisions that may discourage a third party from submitting a competing

proposal that might result in greater value to our stockholders than the Transaction, or may result in a potential

competing acquirer of the Company proposing to pay a lower per share price to acquire us than it might otherwise

have proposed to pay. These provisions include, among others, a general prohibition on us from soliciting or, subject

to certain exceptions relating to the exercise of fiduciary duties by our board of directors, entering into discussions

with any third party regarding any competing proposal or offer for a competing transaction.

The Transaction May Not be Completed Within the Intended Timeframe, or at All, and the Failure to

Complete the Transaction Would Likely Adversely Affect Our Business, Results of Operations,

Financial Condition, and the Trading Price of Our Common Stock

The Transaction Agreement contains a number of conditions that must be satisfied or waived prior to its

completion, including (i) the approval of a Scheme, pursuant to which each issued ordinary share of Smurfit Kappa

will be exchanged for one ordinary share of ListCo (as a result of which Smurfit Kappa will become a wholly owned

subsidiary of ListCo), by the requisite majority of Smurfit Kappa shareholders at a Court-convened shareholder

meeting; (ii) the passage of resolutions regarding the implementation of the Scheme, the cancellation of Smurfit

Kappa’s premium listing on the LSE, the creation of a standard listing for ListCo on the LSE, and the approval of

the Transaction by the requisite majorities of Smurfit Kappa shareholders at an extraordinary general meeting; (iii)

the sanction of the Scheme by the High Court of Ireland; (iv) the affirmative vote of the holders of a majority of the

outstanding shares of our Common Stock to adopt the Transaction Agreement; (v) certain regulatory clearances;

and (vi) the registration statement for the offer of ListCo shares in the Transaction being declared effective by the

SEC, the approval of the ListCo shares for listing on the NYSE and the FCA having acknowledged that the

application for admission of the ListCo shares to the standard segment of the Official List of the FCA has been

approved and will become effective, and the LSE having acknowledged that such shares will be admitted to trading

on the LSE’s main market for listed securities, subject only to the issuance of such ListCo shares upon the

completion of the Transaction.

The closing conditions to the Transaction may not be satisfied (or waived, if applicable), and, even if all closing

conditions are satisfied (or waived, if applicable), the terms, conditions and timing of the requ ired regulatory

clearances cannot be predicted, and the Transaction may not be completed in a timely manner or at all. Many of

the conditions to completion of the Transaction are not within our control, and we cannot predict when or if these

conditions will be satisfied (or waived, as applicable). The waiting period under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976, as amended, has expired. Other required regulatory conditions remain outstanding.

If the Transaction is not completed within the intended timeframe or at all, we may be subject to a number of

material risks. In such instances, the trading price of our Common Stock would likely decline to the extent that

current market prices reflect a market assumption that the Transaction will be completed. We may also experience

negative reactions from our investors, customers, partners, suppliers, and employees.

Upon termination of the Transaction Agreement under specified circumstances, incl uding, among others, if our

board of directors changes or withdraws its recommendation of the Transaction to our stockholders or willfully

breaches its non-solicitation covenant, we would be required to make a payment to Smurfit Kappa of $147 million.

If the Transaction Agreement is terminated because our stockholders fail to approve the Transaction, we would be

required to make a payment to Smurfit Kappa of $57 million.

Stockholder Litigation Could Prevent or Delay the Closing of the Transaction or Otherwise Negatively

Impact Our Business, Operating Results and Financial Condition.

We may incur additional costs in connection with the defense or settlement of any stockholder litigation relating

to the Transaction. Such litigation may adversely affect our ability to complete the Transaction. We could incur

significant costs in connection with any such litigation, including costs associated with our indemnification

obligations to our directors.

Financial Risks

We May Be Adversely Affected by the Loss of Certain Large Customers

We have large customers, none of which individually accounted for more than 10% of our consolidated net

sales in fiscal 2023. The loss of large customers could adversely affect our sales and, depending on the magnitude

of the loss, our results of operations, cash flows an d financial condition, and the trading price of our Common Stock.

In particular, because our businesses operate in highly competitive industry segments, we regularly bid for new

business or for the renewal of existing business. The loss of business from our larger customers, or the renewal of

business on less favorable terms, may adversely impact our financial results. See Item 7. “Management’s

Discussion and Analysis of Financial Condition and Results of Operations.”

We Have Had Significant Levels of Indebtedness in the Past and May Incur Significant Levels of

Indebtedness in the Future, Which Could Adversely Affect Our Financial Condition and Impair Our

Ability to Operate Our Business

At September 30, 2023, we had $8.6 billion of debt outstanding compared to $7.8 billion at September 30,

2022, which primarily reflects additional debt incurred in connection with the Mexico Acquisition, net of debt

repayments. The level of our indebtedness has important consequences, including:

•a portion of our cash flows from operations will be dedicated to payments on indebtedness and will not be

available for other purposes, including operations, capital expenditures and future business opportunities,

including acqu isitions;

•we may be limited in our ability to obtain additional financing for working capital, capital expenditures, future

business opportunities, acquisitions, general corporate and other purposes;

•

our exposure to rising interest rates subjects us to increased debt service obligations, both with respect to

existing floating rate indebtedness and the incurrence of additional fixed or floating indebtedness during

periods where such rates are in effect, particularly in light of the continued increase in interest rates in fiscal

2023; and

•we may be limited in our ability to adjust to changing market conditions, which would place us at a

competitive disadvantage compared to competitors that have less debt.

Our credit facilities contain certain restrictive covenants, including a covenant to satisfy a debt to capitalization

ratio. These restrictions may limit our flexibility to respond to changing market conditions and competitive pressures.

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

Some of our outstanding indebtedness has received credit ratings from rating agencies. Our credit ratings

could change based on, among other things, our results of operations and financial co ndition. Credit ratings are

subject to ongoing evaluation by credit rating agencies and may be lowered, suspended or withdrawn entirely by a

rating agency or placed on a “watch list” for a possible downgrade or assigned a “negative outlook”. Actual or

anticipated changes or downgrades in our credit ratings, including any announcement that our ratings are under

review for a downgrade or have been assigned a negative outlook, could increase our borrowing costs, which could

in turn adversely affect our results of operations, cash flows and financial condition, and the trading price of our

Common Stock. If a downgrade were to occur or a negative outlook were to be assigned, it could impact our ability

to access the capital markets to ra ise debt and/or increase the associated costs. In addition, while our credit ratings

are important to us, we may take actions and otherwise operate our business in a manner that adversely affects

our credit ratings.

We sell short-term receivables from certain customer trade accounts on a revolving basis. Any downgrade of

the credit rating or deterioration of the financial condition of these customers may make it more costly or difficult for

us to engage in these activities, which could adversely affect our cash flows and liquidity.

We Have a Significant Amount of Goodwill and Other Intangible Assets and Have Experienced Impairments

in the Past, and Any Additional Future Write-Downs Could Materially Adversely Impact Our Operating

Results and Stockholders’ Equity

At September 30, 2023, the carrying value of our goodwill and intangible assets was $6.8 billion. We review

the carrying value of our goodwill for impairment annually, or more frequently when impairment indicators exist.

Similarly, we review our other intangible assets for impairment when circumstances indicate that the carrying value

may not be recoverable. The impairment analysis requires us to analyze a number of factors and make estimates

that require significant judgment. In fiscal 2020, we recorded a pre-tax, non-cash goodwill impairment charge of

$1.3 billion in our legacy Consumer Packaging reporting unit. In the second quarter of fiscal 2023, we determined

that our Global Paper and Corrugated Packaging reporting units had carrying values that exceeded their fair values,

and we recorded an aggregate pre-tax, non-cash impairment charge of $1.9 billion. These impairments materially

adversely affected our operating results for the applicable reporting periods. The factors that led to these impairment

charges may persist, worsen, or recur in the future. Additionally, other future changes, including to underlying

assumptions, estimates and market factors, could require us to record additional impairment charges, which could

lead to future decreases in assets and reductions in ne t income. Because the fair values of the Corrugated

Packaging and Distribution reporting units are not substantially more than their carrying values, these reporting

units have greater risk of future impairments should we experience adverse changes in our assumptions, estimates,

or market factors. See “Note 1. Description of Business and Summary of Significant Accounting Policies —

Goodwill” of the Notes to Consolidated Financial Statements for additional information. Any additiona l significant

write-down could have a material adverse effect on our operating results and stockholders’ equity and could impact

the trading price of our Common Stock.

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

Restructuring

We have restructured portions of our operations from time to time, have current restructuring initiatives taking

place, and it is likely that we will engage in future restructuring activities. For instance, during fiscal 2023 , we

recorded various impairments and other charges associated with our decision to permanently cease operations at

our Tacoma, WA and North Charleston, SC containerboard mills and in fiscal 2022, we recorded various

impairments and other charges associated with our decision to permanently cease operations at our Panama City,

FL mill and to permanently close the corrugated medium manufacturing operations at our St. Paul, MN mill. In

addition, we have consolidated, and in the future will likely consolidate, converting operations.

Because we are not able to predict or control market conditions, including changes in the supply and demand

for our products, the loss of large customers, the selling prices for our products or our manufacturing costs, we may

not be able to predict the appropriate time to undertake restructurings. The cash and non-cash costs associated

with these activities vary depending on the type of facility impacted, with the costs of a mill closure generally being

more significant than that of a converting facility due to the size and complexity of a mill decommissioning process

and higher level of investment. Restructuring activities may divert the attention of management, disrupt our

operations and fail to achieve the intended cost and operations benefits. In addition, significant judgment is required

to estimate restructuring costs, and these estimates, and the assumptions underlying them, may change as

additional information becomes available or facts or circumstances related to restructuring initiatives change.

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

Multiemployer Pension Plans

We participate in several multiemployer pension plans (“MEPP” or “MEPPs”) that provide retirement benefits

to certain union employees in accordance with various CBAs. Our contributions to any particular MEPP may

increase based on the declining funded status of a MEPP and legal requirements, such as those of the Pension

Protection Act of 2006 (“Pension Act”), which require substantially underfunded MEPPs to implement a funding

improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. The funded status of a MEPP

may be impacted by, among other items, a shrinking contribution base as a result of the insolvency or withdrawal

of other companies that currently contribute to these plans, the inability or failure of companies withdrawing from

the plan to pay their withdrawal liability, low interest rates, changes in actuarial assumptions and/or lower than

expected returns on pension fund assets.

We believe that certain of the MEPPs in which we participate or have participated, including the Pace Industry

Union-Management Pension Fund (“PIUMPF”), have material unfunded vested benefits. We submitted formal

notification to withdraw from MEPPs in the past and have recorded withdrawal liabilities, including an estimate of

our portion of PIUMPF’s accumulated funding deficiency. We may withdraw from other MEPPs in the future. At

September 30, 2023, we had recorded $203.2 million of withdrawal liabilities, including liabilities associ ated with

PIUMPF’s accumulated funding deficiency demands. In July 2021, PIUMPF filed suit against us in the U.S. District

Court for the Northern District of Georgia claiming the right to recover our pro rata share of the pension fund’s

accumulated funding deficiency, along with interest, liquidated damages and attorney’s fees. The impact of

increased contributions, future funding obligations or future withdrawal liabilities may adversely affect our results of

operations, cash flows and financial condition, and the trading price of our Common Stock. See “Note 6. Retirement

Plans — Multiemployer Plans” and “Note 19. Commitments and Contingencies — Litigation” of the Notes to

Consolidated Fina ncial Statements for additional information.

Legal and Regulatory Risks

We Are Subject to a Wide Variety of Laws, Regulations and Other Requirements That May Change and May

Impose Substantial Compliance Costs

We are subject to a wide variety of federal, state, local and foreign laws, regulations and other requirements,

including those relating to the environment, product safety, competition, corruption, occupational health and safety,

labor and employment, data privacy, tax and health care. These laws, regulations and other requirements may

change or be applied or interpreted in ways that will require us to modify our equipment and/or operations, subject

us to enforcement risk, expose us to reputational harm or require us to incur additional costs, including substantial

compliance costs, which may adversely affect our results of operations, cash flows and financial condition, and the

trading price of our Common Stock.

We have also incurred, and expect to continue to incur, significant capital, operating and other expenditures to

comply with applicable environmental laws and regulations. Our environmental expenditures include those related

to compliance with air and water permits and regulatory requirements, waste disposal and the cleanup of

contaminated soil and groundwater, including situations where we have been identified as a potentially responsible

or liable party.

The Foreign Co rrupt Practices Act of 1977 and local anti-bribery laws, including those in Brazil, China, Mexico,

India and the United Kingdom, prohibit companies and their intermediaries from making improper payments to

government officials for the purpose of influencing official decisions. Our internal control policies and procedures,

or those of our vendors, may not adequately protect us from reckless or criminal acts committed or alleged to have

been committed by our employees, agents or vendors. Any such violations could lead to civil or criminal monetary

and non-monetary penalties and/or could damage our reputation.

We are subject to a number of labor and employment and occupational health and safety laws and regulations

that could significantly increase our operating costs and reduce our operational flexibility. Additionally, changing

privacy laws in the United States, Europe, Brazil, China and elsewhere have created new individual privacy rights,

imposed increased obligations on companies handling personal data and increased potential exposure to fines and

penalties.

Future compliance with existing and new laws and requirements has the potential to disrupt our business

operations and may require significant expenditures, and our existing reserves for specific matters may not be

adequate to cover future costs. In particular, our manufacturing operations consume significant amounts of energy,

and we may in the future incur additional or increased capital, operating and other expenditures from changes due

to new or increased climate-related and other environmental requirements. We could also incur substantial

liabilities, including fines or sanctions, enforcement actions, natural resource damages claims, cleanup and closure

costs, and third-party claims for property damage and personal injury under environmental and other laws. We

believe that we can assert claims for indemnification pursuant to existing rights we have under ce rtain purchase

and other agreements in conne ction with certain remediation sites. We have insurance coverage, subject to

applicable deductibles or retentions, policy limits and other conditions, for certain environmental matters; however,

we may not be successful with respect to any claim regarding these insurance or indemnification rights and, if we

are successful, any amounts paid pursuant to the insurance or indemnification rights may not be sufficient to cover

all ou r costs and expenses.

Our Bylaws Contain an Exclusive Forum Provision That Could Limit Our Stockholders’ Ability To Choose

Their Preferre d Judicial Forum for Disputes With Us Or Our Directors, Officers Or Employees

For many years, our bylaws have provided that a state court in Delaware (or, if such a court does not have

jurisdiction, the federal district court for the District of Delaware) is the exclusive forum for any derivative action or

proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim

against us or our directors, officers or employees arising pursuant to the Delaware General Corporation Law, our

certificate of incorporation or our bylaws, or any action asserting a claim against us that is governed by the internal

affairs doctrine. This provision of the bylaws is not a waiver of, and does not relieve anyone of, duties to comply

with, federal securities laws, including those specifying the exclusive jurisdiction of federal courts under the

Securities Exchange Act of 1934, as amended, and concurrent jurisdiction of federal and state courts under the

Securities Act of 1933, as amended.

This provision of the bylaws may limit a stockholder’s ability to bring a claim in a judicial forum that it finds

favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits

against us and our directors, officers and other employees. Alternatively, if a court were to find this provision in our

bylaws to be inapplicable or unenforceable in any action, we may incur additional costs associated with resolving

such action in other jurisdictions, which could adversely affect our business, financial condition and results of

operations, and the action may result in outcomes unfavorable to us, which could have a materially adverse impact

on our reputation, our business operations, and our financial position or results of operations.

Item 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved SEC staff comments.

Item 2. PROPERTIES

We operate locations in North America, including the majority of U.S. states, South America, Europe, Asia and

Australia. We lease our principal offices in Atlanta, GA. We believe that our existing production capacity is adequate

to serve existing demand for our products and consider our plants and equipment to be in good condition.

Our corporate offices, significant regional offices and operating facilities (including our mills) as of

September 30, 2023 are summarized below:

Number of Facilities

Segment Owned Leased Total

Corrugated Packaging 85 55 140

Consumer Packaging 55 26 81

Global Pa per 43 4 47

Distribution — 64 64

Corporate and significant regional offices — 10 10

Total

(1)

183 159 342

(1)

Excludes facilities we are in the process of closing.

The tables that follow show our estimated annual production capacity in thousands of tons by mill at

September 30, 20 23, unless stated otherwise. The capacity reflects our current expectations, including assumptions

such as product mix and basis weight. Our mill system production levels and operating rates may vary from year to

year due to changes in market and other factors, including weather-related events. Including a partial year

adjustment to capacity to reflect footprint actions, where appropriate, our simple average mill system operating rates

for the last three fiscal years averaged 88%. We own all of our mills. At September 30, 2023, we also own

approximately 136, 000 acres of forestlands in Brazil.

Containerboard Mills - annual production capacity in thousands of tons

Location of Mill Linerboard Medium

White Top

Linerboard

Kraft

Paper/Bag

Bleached

Paperboard

Total

Capacity

Longview, WA 465 240 345 1,050

Fernandina Beach, FL 950 950

West Point, VA 200 750 950

Stevenson, AL 885 885

Solvay, NY 550 270 820

Hodge, LA 775 775

Florence, SC 710 710

Tres Barras, Brazil 460 200 660

Dublin, GA 135 135 345 615

Seminole, FL 400 200 600

Hopewell, VA 527 527

Roanoke Rapids, NC 290 210 500

La Tuque, Quebec 345 131 476

Monterrey, MX 230 170 400

San Pablo, MX 155 95 250

Cowpens, SC 45 185 230

Morai, India 155 25 180

San Luis Potosi, MX 6 62 68

Total Capacity

(1)

5,853 2,667 1,095 900 131 10,646

(1)

Reflects the permanent closure of our North Charleston, SC and Tacoma, WA containerboard mills announced in fiscal

2023. Our fiber sourcing for our containerboard mills is approximately 55% virgin and 45% recycled.

Paperboard Mills - annual production capacity in thousands of tons

Location of Mill

Bleached

Paperboard

Coated

Natural

Kraft

Coated

Recycled

Paperboard Linerboard

Specialty

Recycled

Paperboard

& Saturating

Kraft

Market

Pulp

Total

Capacity

Mahrt, AL 1,035 1,035

Covington, VA 950 950

Evadale, TX 385 95 90 90 660

Demopolis, AL 360 110 470

Guadalajara, MX 123 92 62 277

St. Paul, MN 170 170

Battle Creek, MI 160 160

Dallas, TX 127 127

Sheldon Springs, VT

(Missisquoi Mill) 111 111

Stroudsburg, PA 80 80

Total Capacity

(1)

1,695 1,130 771 182 152 110 4,040

(1)

Our fiber sourcing for our paperboard mills is approximately 75% virgin and 25% recycled.

Our overall fiber sourcing for all of our mills is approximately 60% virgin and 40% recycled.

Item 3. LEGAL PROCEEDINGS

We are a defendant in a number of lawsuits and claims arising out of the conduct of our business. See “Note

19. Commitments and Contingencies” of the Notes to Consolidated Financial Statements for additional

information.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II: FINANCIAL INFORMATION

Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS

AND ISSUER PURCHASES OF EQUITY SECURITIES

Common Stock

Our Common Stock trades on the NYSE under the symbol “WRK”. As of November 3, 2023, there were

approximately 5,465 stockholders of record of our Common Stock. The number of stockholders of record includes

one single stockholder, Cede & Co., for all of the shares of our Common Stock held by our stockholders in individual

brokerage accounts maintained at banks, brokers and institutions.

Dividends

In October 2023, our board of directors declared a quarterly dividend of $0.3025 per share, representing a

$1.21 per share annualized dividend or an increase of 10%. In fiscal 2023, 2022 and 2021 we paid an annual

dividend of $1.10 per share, $1.00 per share and $0.88 per share, respectively. Our capital allocation strategy

includes reducing debt and leverage and returning capital to stockholders through a sustainable and growing

dividend.

Stock Performa nce Graph

The graph below reflects the cumulative stockholder return ("TSR") on an investment of $100 on September

30, 2018, in our Common Stock (assuming the reinvestment of dividends) as of each fiscal year end through

September 30, 2023, compared to the return on the same investment in the S&P 500 Index and the Dow Jones

Containers & Packaging Index (the “Published Index”), and the industry peer group that we use for executive

compensation purposes.

(1)

Our industry peer group consists of (i) companies in our industry and adjacent/similar industries, (ii) companies with which

we compete for talent and/or (iii) companies with a similar revenue scope and scale of our organization. These companies

are as follows: 3M Company, Amcor plc, Avery Dennison Corporation, Ball Corporation, Crown Holdings, Inc., DuPont de

Nemours, Inc., Freeport McMoRan Inc., The Goodyear Tire & Rubber Company, Honeywell International, Inc., International

Paper Company, Kimberly-Clark Corporation, LyondellBasell Industries N.V., Nucor Corporation, Packaging Corporation of

America, PPG Industries Inc., The Sherwin-Williams Company, United States Steel Corporation and Weyerhaeuser

Company. We plan to use the Published Index in connection with required pay versus performance disclosures in future

annual meeting proxy statements.

The information in the grap h above is not deemed “filed” with the Securities an d Exchange Commission and is

not to be incorporated by reference in any of WestRock's filings under the Securities Act of 1933 or the Securities

Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K, except to the

extent that we specifically incorporate such information by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

See Part III, Item 12 of this Form 10-K and “Note 21. Stockholders’ Equity” of the Notes to Consolidated

Financial Statements for additional information.

Stock Repurchase Plan

See “Note 21. Stockholders’ Equity” of the Notes to Consolidated Financial Statements for additional

information.

Item 6. [RESERVED]

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

OPERATIONS

OVERVIEW

We are a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our

customers to provide differentiated, sustainable paper and packaging solutions that help them win in the

marketplace. Our team members support customers around the world from our operating and business locations in

North America, South America, Europe, Asia and Australia.

Presentation

We report our financial results of operations in four reportable segments: Corrugated Packaging, Consumer

Packaging, Global Paper and Distribution. Adjusted EBITDA (as defined below) is our measure of segment

profitability in accordance with ASC 280, because it is the measure used by our chief operating decision maker

(“CODM") to make decisions regarding allocation of resources and to assess segment performance.

Certain items are not allocated to our operating segments and, thus, the information that our CODM uses to

make operating decisions and assess performance does not reflect such amounts. Adjusted EBITDA is defined as

pre-tax earnings of a reportable segment before depreciation, depletion and amortization, and excludes the

following items our CODM does not consider part of our segment performance: multiemployer pension withdrawal

(income) expense, restructuring and other costs, net, impairment of goodwill and mineral rights, non-allocated

expenses, interest expense, net, gain (loss) on extinguishment of debt, other (expense) income, net, Gain on Sale

of RTS and Chattanooga (as hereinafter defined) and other adjustments ("Adjusted EBITDA") — each as outlined

in “Note 8. Segment Information” of the Notes to Consolidated Financial Statements.

A detailed discussion of the fiscal 2023 year-over-year changes can be found below and a detailed discussion

of fiscal 2022 year-over-year changes can be found in Item 7. “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended

September 30, 2022. The following discussion and analysis of our financial condition and results of operations

should be read in conjunction with our Consolidated Financial Statements and the related notes as well as the risk

factors included in Item 1A.

Strategic Portfolio Actions

We are committed to improving our return on invested capital as well as maximizing the performance of our

assets. From time to time, we have completed acquisitions that have expanded our produ ct and geographic scope,

allowed us to increase our integration levels and impacted our comparative financials. Subject to restrictions in the

Transaction Agreement, we expect to continue to evaluate potential transactions in the future, although their size

may vary.

On December 1, 2022, we completed the Mexico Acquisition for $969.8 million in cash and the assumption of

debt. We accounted for this acquisition as a business combination resulting in its consolidation. The acquiree is a

leading integrated producer of fiber-based sustainable packaging solutions that operates four paper mills, nine

corrugated packaging plants and six high graphic plants throughout Mexico, producing sustainable packaging for a

wide range of end markets in the region. This acquisition is expected to provide us with further geographic and end

market diversification as well as position us to continue to grow in the Latin American market. We have included

the operations acquired in the Mexico Acquisition in our Corrugated Packaging segment. In conjunction with our

Mexico Acquisition, we also moved certain existing consumer converting operations in Latin America into our

Corrugated Packaging segment in line with how we are managing th e business effective January 1, 2023. We did

not recast prior year results related to these operations as they were not material. However, we ha ve disclosed

those impacts in the respective results of operations section below. See “Note 3. Acquisitions” of the Notes to

Consolidated Fina ncial Statements for additional information.

In addition, in fiscal 2023, we divested our interior partitions converting operations and sold our Chattanooga,

TN uncoated recycled paperboard mill (the resulting gain referred to as the "Gain on Sale of RTS and

Chattanooga"), sold our ownership interest in an unconsolidated displays joint venture, sold our Seven Hills mill

joint venture in Lynchburg, VA, and sold our Eaton, IN, and Aurora, IL uncoated recycled paperboard mills. These

divestitures align with our commitment to optimize our portfolio and focus our strategy on key end markets. See

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

Business” of the Notes to Consolidated Financial Statements for additional information.

In fiscal 2023, we announced our plan to permanently cease operating our Tacoma, WA and North Charleston,

SC containerboard mills and recorded various impairment and other charges associated with the closures. These

mills ceased production in September 2023 and June 2023, respectively. In fiscal 2022, we recorded charges

associated with our decision to permanently cease operations at our Panama City, FL mill and to permanently close

the corrugated medium manufacturing operations at our St. Paul, MN mill. These mills ceased production in June

2022 and October 2022, respectively. By closing these mills, significant capital that would have been required to

keep the mills competitive in the future is expected to be deployed to improve key assets. See “Note 5.

Restructuring and Other Costs, Net” of the Notes to Consolidated Financial Statements for additional information.

Transaction Agreement with Smurfit Kappa

On September 12, 2023, we entered into Transaction Agreement with Smurfit Kappa. As a result of the

proposed Transaction, each share of Common Stock, with certain exceptions, will be converted into the right to

receive one ListCo Share and $5.00 in cash. The Transaction is expected to close in the second calendar quarter

of 2024, conditional upon regulatory approvals, shareholder approvals and satisfaction of other closing conditions.

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

Business” of the Notes to Consolidated Financial Statements for additional information.

Business Systems Transformation

In the fourth quarter of fiscal 2022, we launched a multi-year phased business systems transformation project

that is expected to cost approximately $0.5 to $0.6 billion. The investment will replace much of our existing disparate

systems and transition them to a standardized ERP system on a cloud-based platform, as well as a suite of other

complementing technologies, across over an estimated 80% of our footprint based on net sales. Approximately

90% of the project spend is expected to be related to the implementation of the ERP, includi ng process definition,

standardization and simplification, with the remaining costs primarily related to the implementation of

complementing technologies.

The new systems are intended to transform areas such as manufacturing, supply chain, procurement, quote

to cash, financials and analytics, and position us to better leverage automation and process efficiency and enable

productivity enhancements. An implementation of this scale is a major financial undertaking and will require

substantial time and attention of management and key employees. Project completion dates and anticipated costs

may also change. As the systems are phased in, they will become a significant component of our internal control

over financial reporting.

Due to the nature, scope and magnitude of this in vestment, management believes these incremental

transformation costs are above the normal, recurring level of spend for information technology to support operations.

These strategic investments are not expected to recur in the foreseeable future, and are not considered

representative of our underlying operating performance. As such, management believes presenting these costs as

an adjustment in the non-GAAP results provides addi tional information to investors about trends in our operations

and is useful for period-over-period comparisons. This presentation also allows investors to view our underlying

operating results in the same manner as they are viewed by management.

The expenses expected to be adjusted from Net income attributable to common stockholders ("Net Income")

are expensed as incurred during the implementation of software applications and other enabling technologies, and

do not include deferred or capitalized costs, depreciation and/or amortization, and costs to support or maintain

these software applications or systems once they are in productive use. During the investment period, the normal

level of spend associated with non-transformative programs is expected to be maintained and these expenses will

not be adjusted in our non-GAAP measures. The items adjusted from Net Income will also be adjusted in our

presentation of Consolidated Adjusted EBITDA.

We expect approximately ha lf of the estimated $0.5 to $0.6 billion investment will represent incremental

operating costs to be adjusted in our Consolidated Adjusted EBITDA and Adjusted Earnings Per Diluted Share non-

GAAP measures over the course of the project, with substantially all such costs being recorded within selling,

general and administrative ("SG&A") expense in the consolidated statements of operations. These non-GAAP

adjustments would not include any cash operating costs that are expected to continue to recur after the business

systems transformation project is completed.

In fiscal 2023, we invested $138 million in our business systems transformation; $9 1 million of this amount was

expensed as incurred withi n SG&A, including amortization, and $47 million was deferred or capitalized. Of the

amount expensed, $79 million, or 87%, were adjusted from Net Income for our non-GAAP measures. The deferred

and capitalized costs are being amortized as the project is deployed.

In fiscal 2024, we expect the aggregate investment in our business systems transformation to be approximately

$220 million. We expect approximately $90 million to be expensed when incurred, of which approximately 80%

would be adjusted from Net Income for our non-GAAP financial measures. Approximately $130 million is expected

to be deferred or capitalized and amortized over future periods as the project is deployed.

EXECUTIVE SUMMARY

Net sales of $20.3 billion for fiscal 2023 decreased $946.5 million, or 4.5%, compared to $21.3 billion in fiscal

2022. This decrease was primarily due to lower volumes and the unfavorable impact of foreign currency which were

partially offset by increased sales due to the Mexico Acquisition and higher selling price/mix.

Net loss attributable to common stockholders of $1.6 billion in fiscal 2023 was not comparable to the Net income

attributable to common stockholders of $944.6 million in fiscal 2022 primarily due to the $1.9 billion pre-tax, non-

cash goodwill impai rment recorded in the second quarter of fiscal 2023. See "Note 1. Description of Business

and Summ ary of Significant Accounting Policies — Goodwill” of the Notes to Consolidated Financial

Statements for additional information. In addition, the decrease was primarily driven by lower volumes excluding

the Mexico Acquisition, the impact of increased economic downtime and prior year mill closures, higher restructuring

costs, estimated increased cost inflation, increased non-cash pension costs, higher net interest expense, business

systems transformation costs and the loss recorded in connection with the Mexico Acquisition. These items were

partially offset by the impact of higher selling price/mix, cost savings, the Gain on Sale of RTS and Chattanooga,

the contribution from the Mexico Acquisition, and the gain on sale of unconsolidated entities. Consolidated Adjusted

EBITDA of $3.0 billion in fiscal 2023 decreased $480.8 million, or 13.9%, compared to fiscal 2022. A detailed review

of our performance appears below under “Results of Operations”.

Earnings per diluted share was a loss of $6.44 in fiscal 2023 compared to income of $3.61 in fiscal 2022.

Adjusted Earnings Per Diluted Share were $3.02 and $4.76 in fiscal 2023 and 2022, respectively. See the

discussion and tables under "Definitions and Non-GAAP Financial Measures" below with respect to Consolidated

Adjusted EBITDA and Adjusted Earnings Per Diluted Share.

We generated $1.8 billion of net cash provided by operating activities in fiscal 2023, compared to $2.0 billion in

fiscal 2022. The $192.5 million decli ne was primarily due to lower earnings, partially offset by $668.0 million of

reduced working capital usage compared to the prior year period. We invested $1,142.1 million in capital

expenditures in fiscal 2023 while returning $281.3 million in dividends to our stockholders. We believe our strong

balance sheet and cash flow provide us the flexibility to continue to invest to sustain and improve our operating

performance. See “Liquidity and Capital Resources” for additional information.

A detailed review of our performance appears below under “Results of Operations”.

Expectations for the First Quarter of Fiscal 2024 and Fiscal 2024

In the first quarter of fiscal 2024, we expect a decline in net sales and earnings from the fourth quarter of fiscal

2023, reflecting the normal seasonal sequential volume declines in many of our businesses, continued realization

of published price declines and scheduled mill maintenance outages. We plan to continue balancing our supply

with our customers’ demand. We expect sequentially higher recycled fiber costs, lower chemical costs and relatively

flat energy, virgin fiber and freight costs. We also expect increased health insurance costs prior to the annual reset

of employee deductibles.

In fiscal 2024, we expect financial results to be favorably weighted to the back half of the year due to seasonality

and the expected improvement in demand trends. We expect continued realization of published price declines,

continued balancing of our supply with our customers’ demand, higher costs driven by higher recycled fiber, freight

and wages and other costs, and lower energy, virgin fiber and chemical costs. We also expect our results to be

negatively impacted by scheduled mill maintenance outages. We expect approximately 550,000 tons of

maintenance downtime compared to approximately 507,000 tons in fiscal 2023. We expect to further progress on

cost savings initiatives and are targeting $300 to $400 million in cost savings in fiscal 2024. We expect to incur

significant costs, expenses and fees for professional services and other costs in connection with the proposed

Transaction. As noted above, in fiscal 2024, we also expect the aggregate investment in our business systems

transformation to be approximately $220 million, approximately $90 million of which we expect to expense as

incurred. We expect fiscal 2024 capital expenditures to be approximately $1.2 billion to $1.5 billion. We expect our

fiscal 2024 cash tax rate will be higher than our expected income tax rate. See Item 7. “Management’s Discussion

and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Cash

Flow Activity” for additional information.

RANSOMWARE INCIDENT

As previously disclosed, on January 23, 2021, we detected a ransomware incident impacting certain of our

systems. Promptly upon our detection of this incident, we initiated response and containment protocols and our

security teams, supplemented by leading cyber defense firms, worked to remediate this incident. These actions

included taking preventative measures, such as shutting down certain systems out of an abundance of caution, as

well as taking steps to supplement existing security monitoring, scanning and protective measures. In our Form 10-

Q for the second quarter of fiscal 2021, we announced that all systems were back in service.

In fiscal 2022 and 2023, we realized incremental progress against our resiliency objectives. We improved our

mean-time-to-resolve security incidents, optimized our endpoint detection and response technology deployments

across all of our workstation and server population, transitioned all of our local drives to cloud-based storage, and

progressed against key goals to modernize the security and infrastructure of our operating locations. In fiscal 2024,

we expect to further advance the maturity of our resiliency posture by continuing to execute ag ainst our multi-year

roadmap. Quarterly progress, as well as key risks and issues, are reported to the Audi t Committee for oversight

and monitoring.

In fiscal 2023, we received $10 million of business interruption insurance recoveries related to the ransomware

incident, which we recorded as a reduction of Cost of goods sold and presented in net cash provided by operating

activities on our consolidated statements of cash flows. Our recoveries related to the ransomware incident are now

complete. In fiscal 2022, we recorded a $57.2 million credit for ransomware insurance recoveries, recording $50.6

million of business interruption recoveries as a reduction of Cost of goods sold and $6.6 million of direct cost

recoveries as a reduction of SG&A expen se excluding intangible amortization. We present ransomware recoveries

received as Net cash provided by operating activities in our consolidated statements of cash flows.

For more information on the ransomware incident, see “Note 1. Description of Business and Summary of

Significant Accounting Policies — Ransomware Incident” of the No tes to Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following table summarizes our consolidated results for the two years ended September 30, 2023 (in

millions):

Year Ended September 30,

2023 2022

Net sales $ 20,310.0 $ 21,256.5

Cost of goods sold 16,725 .5 17,237.5

Gross profit 3,584.5 4,019.0

Selling, general and administrative expense excluding

intangible amortization 2,014.4 1,932.6

Selling, general and administrative intangible amortization

expense 341.5 350.4

Multiemployer pension withdrawal (income) expense (12.1) 0.2

Restructuring and other costs, net 859.2 383.0

Impairment of goodwill and mineral rights 1,893.0 26.0

Operating (l oss) profit (1,511.5) 1,326.8

Interest expense, net (417.9) (318.8)

Gain (loss) on extinguishment of debt 10.5 (8.5)

Pension and other postretirement non-service (cost) income (21.8) 157.4

Other (expense) income, net (6.1) (11.0)

Equity in income of unconsolidated entities 3.4 72.9

Gain on sale of RTS and Chattanooga 238.8 —

(Loss) income before income taxes (1,704.6) 1,218.8

Income tax benefit (expense) 60.4 (269.6)

Consolidated ne t (loss) income (1,644.2) 949.2

Less: Net income attributable to noncontrolling interests (4.8) (4.6)

Net (loss) income attributable to common stockholders $ (1,649.0) $ 944.6

Net Sales (Unaffiliated Customers)

Net sales in fiscal 2023 of $20.3 billion decreased $946.5 million, or 4.5%, compared to fiscal 2022 primarily

due to lower volumes and unfavorable foreign exchange rates, which were largely offset by increased sales due to

the Mexico Acquisition and higher sellin g price/mix.

See “Segment Information” below for detailed information regarding the change in net sales before

intersegment eliminations by segment.

Cost of Goods Sold

Cost of goods sold decreased to $16.7 billion in fiscal 2023 compared to $17.2 billi on in fiscal 2022. Cost of

goods sold as a percentage of net sales was 82.4% in fiscal 2023 compared to 81.1% in fiscal 2022. The dollar

decrease in cost of goods sold was primarily due to lower volumes and the impact of cost savings which were

partially offset by the impact of estimated increased net cost inflation. Net cost inflation consisted primarily of higher

wage and benefit costs, chemical costs, freight costs and virgin fiber costs which were partially offset by lower

recycled fiber costs and energy costs including hedges.

Selling, General and Administrative Expense Excluding Intangible Amortization

SG&A expense excluding intangible amortization increased $81.8 million to $2.0 billion in fiscal 2023 compared

to $1.9 billion in fiscal 2022. SG&A expense excluding intangible amortization as a percentage of net sales

increased in fiscal 2023 to 9.9% from 9.1% in fiscal 2022. The increase was primarily due to $93.2 million related

to the Mexico Acquisition and $90.5 million of business systems transformation costs. Travel and entertainment

expense also increased by $19.4 million. Excluding these items, compensation and benefit costs were $117.3

million lower, reflecting cost savings and achievement of lower performance goals compared to the prior year period.

Selling, General and Administrative Intangible Amortization Expense

SG&A intangible amortization expense was $341.5 million and $350.4 millio n in fiscal 2023 and 2022,

respectively. The expense primarily represents the amortization of customer relationship intangibles acquired in

business combinations.

Multiemployer Pension Withdrawal (Income) Expense

In fiscal 2023 we recorded multiemployer pension withdrawal income of $12.1 million related to non-PIUMPF

arbitrations. In fiscal 2022, we recorded multiemployer pension withdrawal expense of $0.2 million. See “Note 6.

Retirement Plans — MEPPs” of the Notes to Consolidated Financial Statements for additional information.

Restructuring and Other Costs, Net

We recorded pre-tax restructuring and other costs, net of $859.2 million and $383.0 million for fiscal 2023 and

2022, respectively. Of these costs, $604.6 million and $334.1 million for fiscal 2023 and 2022, respectively, were

non-cash. The charges in fiscal 2023 were primarily associated with our decision to permanently cease operations

at our Tacoma, WA and North Charleston, SC containerboard mills, and the charges in fiscal 2022 were primarily

associated with our decision to permanently cease operations at our Panama City, FL mill and the permanent

closure of the corrugated medium manufacturing operations at our St. Paul, MN mill. In addition, in both years we

incurred charges for other facility closure activities, reduction in workforce actions and charges associated with

acquisition, integration or divestiture activities.

These amounts are not comparable since the timing and scope of the individual actions associated with a given

restructuring, acquisition, integration or divestiture vary. We generally expect the integration of a closed facility’s

assets and production with other facilities to enable the receiving facilities to better leverage their fixed costs while

eliminating fixed costs from the closed facility. While restructuring costs are not charged to our segments and,

therefore, do not reduce each segment's Adjusted EBITDA, we highlight the segment to which the charges relate.

See “Note 5. Restructuring and Other Costs, Net” of the Notes to Consolidated Financial Statements for

additional information, including a description of the type of costs incurred. We have restructured portions of our

operations from time to time, have current restructuring initiatives taking place, and it is likely that we will engage in

future restructuring activities.

Impairment of Goodwill and Mineral Rights

In fiscal 2023, we recorded a pre-tax, non-cash goodwill impairment of $1.9 billion, with $1.4 billion and $0.5

billion in the Global Paper and Corrugated Packaging reportable segments, respectively. The impairment is not

included in Adjusted EBITDA of our segments. See “Note 8. Segment Information” of the Notes to Consolidated

Financial Statements for additional information.

In fiscal 2022, we recorded a $26.0 million pre-tax non-cash impairment of certain mineral rights driven by a

lack of new leasing or development activity on the related properties for an extended period of time. With the

impairment, we had no value assigned to our remaining mineral rights.

Interest Expense, net

Interest expense, net was $417.9 million and $318.8 million for fiscal 2023 and 2022, respectively. Interest

expense increased $159.5 million and was partially offset by increased interest income of $60.4 million. The net

increase in interest expense was primarily due to higher interest rates on debt in the current year period and

increased debt associated with the Mexico Acquisition. These increases were partially offset by higher interest

income on our cash in fiscal 2023. Additionally, fiscal 2022 included a $36.2 million reduction in interest expense

associated with the remeasurement of our multiemployer pension liabi lities for the change in interest rates.

Gain (Loss) on Extinguishment of Debt

In fiscal 2023, gain on extinguishment of debt was $10.5 million and in fiscal 2022, loss on extinguishment of

debt was $8.5 million. In fiscal 2023, we discharged $500 million aggregate principal amount of our 3.00% senior

notes due September 2024 using cash and cash equivalents and borrowings under our commercial paper program.

The loss in fiscal 2022 was primarily related to the redemption of $350 million aggregate principal amount of our

4.00% senior notes due March 2023 primarily using borrowings under our Receivables Securitization Facility (as

hereinafter defined).

Pension and Other Postretirement Non-Service (Cost) Income

Pension and other postretirement non-service cost in fiscal 2023 was $21.8 million compared to income of

$157.4 million in fiscal 2022. The higher costs in fiscal 2023 were primarily due to lower plan assets at September

30, 2022 compared to the prior year, partially offset by an increase in the expected return on plan assets at

September 30, 2022 compared to the prior year. These costs were also increased due to higher interest rates during

fiscal 2023 compared to fiscal 2022. Customary pension and other postretirement cost (income) are included in our

segment results. See “Note 6. Retirement Plans” of the Notes to Consolidated Financial Statements for additional

information.

Other (Expense) Income, net

Other (expense) income, net was expense of $6.1 million and expense of $11.0 million in fiscal 2023 and 2022,

respectively. The lower net expense in fiscal 2023 primarily included a favorable $13.7 million impact of foreign

currency, a favorable $12.0 million of other non-operating co sts and a favorable $7.3 million on the sale of

businesses, each as compared to fiscal 2022. These items were partially offset by $27.9 million of increased

expense in connection with the sale of re ceivables. The favorable other non-operating costs included a $19.7 million

gain on foreign currency exchange contract derivatives entered into in anticipation of the Mexico Acquisition, and

the favorable sale of businesses included an $11.2 million gain on the sale of our Eaton, IN and Aurora, IL uncoated

recycled paperboard mills.

Equity in Income of Unconsolidated Entities

Equity in income of unconsolidated entities in fiscal 2023 was income of $3.4 million compared to income of

$72.9 million in fiscal 2022. The decline in income in fiscal 2023 was driven by a $46.8 million non-cash, pre-tax

loss to recognize the write-off of historical foreign currency translation adjustments recorded in Accumulated other

comprehensive loss, as well as the difference between the fair value of the consideration paid for the Mexico

Acquisition and the carrying value of our prior ownership interest. That loss was partially offset by the $19.3 million

pre-tax gain on sale of our displays joint venture and a $7.6 million pre-tax gain on sale of our Seven Hills mill joint

venture. Additionally, the change year-over-year was impacted by no longer recording equity income after the

purchase of our remaining interest in the operations acquired in the Mexico Acquisition and stronger performance

by the displays joint venture in the prior year period. See “Note 3. Acquisitions” of the Notes to Consolidated

Financial Statements for additional information.

Gain on Sale of RTS and Chattanooga

In fiscal 2023, we completed the sale of our interior partitions converting operations and the sale of our

Chattanooga, TN uncoated recycled paperboard mill to our joint venture partner and recorded a pre-tax gain on

sale of $238.8 million, excluding divestiture costs. Divestiture costs are expensed as incurred and recorded within

Restructuring and other costs, net. See “Note 1. Description of Business and Summary of Significant

Accounting Policies — Description of Business” of the Notes to Consolidated Financial Statements for

additional information.

Provision for Income Taxes

We recorded an income tax benefit of $60.4 million for fiscal 2023 at an effective tax rate benefit of 3.5%,

compared to income tax expense of $269.6 million at an effective tax rate of 22.1% in fiscal 2022. The low tax rate

in fiscal 2023 was primarily due to the tax effects related to the goodwill impairment. See “Note 7. Income Taxes”

of the Notes to Consolidated Financial Statements for additional information, including a table reconciling the

statutory federal tax rate to our effective tax rate.

SEGMENT INFORMATION

Corrugated Packaging Segment

Corrugated Packaging Shipments

Corrugated Packaging shipments are expressed as a tons equivalent in thousands of tons, which includes

external and intersegment shipments from our corrugated converting operations, princi pally for the sale of

corrugated containers and other corrugated products. Tons sold from period to period may be impacted by customer

conversions to lower basis weight products. In addition, we disclose North American Corrugated Packaging

shipments in billion square feet (“BSF”) and millions of square feet ("MMSF”) per shipping day. In the industry, the

term “North American Corrugated Packaging” commonly refers to U.S. and Canadian operations only. We have

presented this shipment data in this manner because we believe investors, potential investors, securities analysts

and others find this breakout useful when evaluating our operating performance. Quantities in the table may not

sum across due to trailing decimals.

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Fiscal

Year

Fiscal 2022

(1)

Corrugated Packaging Shipments -

thousands of tons

1,619.7 1,652.4 1,645.8 1,575.2 6,493.0

North American Corrugated Packaging

Shipments - BSF 24.8 25.1 24.9 23.8 98.5

North American Corrugated Packaging Per

Shipping Day - MMSF 406.0 391.6 395.0 371.2 390.8

Fiscal 2023

(1)

Corrugated Packaging Shipments -

thousands of tons

(2)

1,556.2 1,751.1 1,745.7 1,753.9 6,806.9

North American Corrugated Packaging

Shipments - BSF

22.7 22.7 22.3 22.5 90.3

North American Corrugated Packaging Per

Shipping Day - MMSF 378.8 354.9 353.8 363.4 362.5

(1)

In the fourth quarter of fiscal 2023, the fiscal 2022 and fiscal 2023 Corrugated Packaging Shipments were revised by an

immaterial amount.

(2)

In the second quarter of fiscal 2023, we finalized our segment reporting assessment and included the results of the

operations acquired in the Mexico Acquisition in our Corrugated Packaging segment. Accordingly, we updated the

Corrugated Packaging shipments beginning in the first quarter of fiscal 2023 to include the acquired operations.

Corrugated Packaging Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)

Net Sales

(1)

Adjusted EBITDA

Margin

Fiscal 2022

First Quarter $ 2,220.0 $ 288.9 13.0%

Second Quarter 2,319.0 328.7 14.2

Third Quarter 2,382.5 385.2 16.2

Fourth Quarter 2,386.1 383.9 16.1

Total $ 9,307.6 $ 1,386.7 14.9%

Fiscal 2023

First Quarter $ 2,337.4 $ 329.4 14.1%

Second Quarter 2,627.4 407.5 15.5

Third Quarter

2,565.7 429.7 16.7

Fourth Quarter 2,524.4 433.8 17.2

Total

$ 10,054.9 $ 1,600.4 15.9%

(1)

Net Sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Corrugated Packaging Segment

Net sales before intersegment eliminations for the Corrugated Packaging segment increased $747.3 million in

fiscal 2023 compared to fiscal 2022 . The increase primarily consisted of $1.1 billion of sales from the operations

acquired in the Mexico Acquisition, $281.7 million of higher selling price/mix and $111.6 million associated with the

converting op erations formerly in the Consumer Packaging segment, which were partially offset by $762.4 million

of lower volumes excluding the Mexico Acquisition. Volumes were impacted by lower demand for certain of our

products, as well as certain inventory rebalancing throughout the supply chain.

Adjusted EBITDA — Corrugated Packaging Segment

Corrugated Packaging segment Adjusted EBITDA in fiscal 2023 increased $213.7 million compared to fiscal

2022, primarily due to an estimated $281.9 million margin impact from higher selling price/mix and $162.1 million

of cost savings. These items were partially offset by an estimated $220.6 million impact of economic downtime and

prior year mill closures, and $145.2 million of lower volumes. Additionally, we had $131.7 million of other net

favorable items that consisted primarily of $161.0 million from the operations acquired in the Mexico Acquisition

and $14.9 million associated with converting operations formerly in the Consumer Packaging segment that were

partially offset by $33.3 million of higher non-cash pension costs and $28.3 million of lower equity in income of

unconsolidated entities excluding our former joint venture in Mexico and $22.4 million of lower net ransomware

recoveries in fiscal 2023 as compared to fiscal 2022. Estimated net cost deflation ended the year essentially flat at

$3.8 million as cost deflation in the last half of the year more than offset cost inflation in the first half of the fiscal

year, each as compared to fiscal 2022.

Consumer Packaging Segment

Consumer Packaging Shipments

Consumer Packaging shipments are expressed as a tons equivalent in thousands of tons, which includes

external and intersegment shipments from our consumer converting operations, principally for the sale of folding

cartons, interior partitions (before divestiture in September 2023) and other consumer products. We have presented

the Consumer Packaging shipments in this manner because we believe investors, potential investors, securities

analysts and others find this breakout useful when evaluating our operating performance. Quantities in the table

may not sum across due to trailing decimals.

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Fiscal

Year

Fiscal 2022

Consumer Packaging Shipments - thousands

of tons

374.2 401.3 399.3 391.4 1,566.2

Fiscal 2023

Consumer Packaging Shipments - thousands

of tons

360.2 356.3 346.5 348.3 1,411.3

Consumer Packaging Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)

Net Sales

(1)

Adjusted EBITDA

Margin

Fiscal 2022

First Quarter $ 1,138.7 $ 169.3 14.9%

Second Quarter 1,250.6 205.8 16.5

Third Quarter 1,270.2 234.9 18.5

Fourth Quarter 1,305.7 219.2 16.8

Total $ 4,965.2 $ 829.2 16.7%

Fiscal 2023

First Quarter $ 1,215.0 $ 183.3 15.1%

Second Quarter 1,265.1 218.6 17.3

Third Quarter 1,250.6 230.0 18.4

Fourth Quarter 1,211.1 203.8 16.8

Total $ 4,941.8 $ 835.7 16.9%

(1)

Net Sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Consumer Packaging Segment

Net sales before intersegment eliminations for the Consumer Packaging segment decreased $23.4 million in

fiscal 2023 compared to fiscal 2022 primarily due to $431.1 million of higher selling price/mix that was partially offset

by $273.1 million of lower volumes and $73.4 million of unfavorable foreign exchange rates. In addition, the prior

year period included $1 03.7 million of net sales for converting operations now included in the Corrugated Packaging

segment. Volumes were impacted by lower demand for certain of our products, as well as certain inventory

rebalancing throughout the supply chain.

Adjusted EBITDA — Consumer Packaging Segment

Consumer Packaging segment Adjusted EBITDA in fiscal 2023 increased $6.5 million compared to the prior

year. Adjusted EBITDA in the period increased primarily due to an estimated $413.8 million margin impact from

higher selling price/mix and $58.2 million of cost savings which were partially offset by an estimated $184.8 million

of increased net cost inflation, $151.7 million of lower volumes and an estimated $44.0 million impact of economic

downtime. Additionally, we had $85.0 million of other net unfavorable items that consisted primarily of $45.2 million

of higher non-cash pension costs, $18.7 million of Adjusted EBITDA from the prior year period associated with the

converting operations now included in the Corrugated Packaging segment and $12.0 million of unfavorable foreign

exchange rates.

Global Paper Segment

Global Paper Shipments

Global Paper shipments in thousands of tons include the sale of containerboard, paperboard, market pulp and

specialty papers (including kraft papers and saturating kraft) to external customers. The shipment data table

excludes gypsum paperboard liner tons produced by our Seven Hills mill joint venture in Lynchburg, VA (prior to its

September 2023 sale) since it was not consolidated. We have presented the Global Paper shipments in this manner

because we believe investors, potential investors, securities analysts and others find this breakout useful when

evaluating our operating performance. Quantities in the table may not sum across due to trailing decimals.

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Fiscal

Year

Fiscal 2022

Global Pa per Shipments - thousands

of tons

1,515.9 1,658.2 1,632.7 1,377.4 6,184.3

Fiscal 2023

Global Pa per Shipments - thousands

of tons 1,091.9 1,178.7 1,126.8 1,129.5 4,526.9

Global Paper Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)

Net Sales

(1)

Adjusted EBITDA

Margin

Fiscal 2022

First Quarter $ 1,352.6 $ 232.4 17.2%

Second Quarter 1,538.1 308.6 20.1

Third Quarter 1,610.3 399.0 24.8

Fourth Quarter 1,429.2 306.4 21.4

Total $ 5,930.2 $ 1,246.4 21.0%

Fiscal 2023

First Quarter $ 1,123.6 $ 157.3 14.0%

Second Quarter 1,168.2 187.1 16.0

Third Quarter 1,065.7 177.0 16.6

Fourth Quarter 1,012.4 133.6 13.2

Total $ 4,369.9 $ 655.0 15.0%

(1)

Net Sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Global Paper Segment

Net sales before intersegment eliminations for the Global Paper segment decreased $1.6 billion in fiscal 2023

compared to fiscal 2022 primarily due to $1.4 billion of lower volumes and $34.6 million of lower selling price/mix.

Additionally, net sales are $108.3 million lower than the prior year period as sales to the operations acquired in the

Mexico Acquisition are now eliminated. Volumes were impacted by lower demand for certain of our products, as

well as certain inventory rebalancing throughout the supply chain.

Adjusted EBITDA — Global Paper Segment

Global Paper segment Adjusted EBITDA in fiscal 2023 decreased $591.4 million compared to the prior year.

Adjusted EBITDA in the period decreased primarily due to $429.2 million of lower volumes, an estimated $223.6

million impact of economic downtime and prior year mill closures, and an estimated $19.2 million of increased net

cost inflation. These items were partially offset by $121.8 million of cost savings and $22.6 million of margin impact

from higher selling price/mix. Additionally, we had $63.8 million of other net unfavorable items that consisted

primarily of $22.3 million of higher non-cash pension costs, $12.4 million of lower net ransomware recoveries and

$9.3 million of lower net weather recoveries in fiscal 2023 as compared to fiscal 2022.

Distribution Segment

Distribution Shipments

Distribution shipments are expressed as a tons equivalent in thousands of tons, which includes external and

intersegment shipments from our distribution and display assembly operations. We have presented the Distribution

shipments in this manner because we believe investors, potential investors, securities analysts and others find this

breakout useful when evaluating our operating performance. Quantities in the table may not sum across due to

trailing decimals.

First

Quarter

Second

Quarter

Third

Quarter

Fourth

Quarter

Fiscal

Year

Fiscal 2022

Distribution Shipments - thousands of tons 48.5 50.8 59.8 46.8 205.9

Fiscal 2023

Distribution Shipments - thousands of tons 34.1 45.4 40.8 32.8 153.0

Distribution Segment – Net Sales and Adjusted EBITDA

(In millions, except percentages)

Net Sales

(1)

Adjusted EBITDA

Margin

Fiscal 2022

First Quarter $ 324.8 $ 6.5 2.0%

Second Quarter 362.3 28.0 7.7

Third Quarter 357.7 19.2 5.4

Fourth Quarter 374.1 26.0 7.0

Total $ 1,418.9 $ 79.7 5.6%

Fiscal 2023

First Quarter $ 321.5 $ 10.8 3.4%

Second Quarter 307.3 9.3 3.0

Third Quarter 317.8 6.0 1.9

Fourth Quarter 314.1 10.9 3.5

Total $ 1,260.7 $ 37.0 2.9%

(1)

Net Sales before intersegment eliminations, also referred to as segment sales.

Net Sales (Aggregate) — Distribution Segment

Net sales before intersegment eliminations for the Distribution segment decreased $158.2 million in fiscal 2023

compared to fiscal 2022 prima rily due to $173.7 million of lower volumes that was partially offset by $12.9 million of

higher selling price/mix. The lower volumes were primarily due to lower moving and storage business volumes in

fiscal 2023 and large healthcare orders in the prior year period.

In April 202 3, one of our larger Distribution segment customers notified us that they were transitioning their

business to a third party. We do not expect the impact on our consolidated operations to be material, although we

expect the segment’s net sales and Adjusted EBITDA to be reduced until the sales are replaced.

Adjusted EBITDA — Distribution Segment

Distribution segment Adjusted EBITDA in fiscal 2023 decreased $42.7 million compared to the prior year

primarily due to $4 8.9 million of lower volumes and an estimated $23.4 million of increased net cost inflation that

were partially offset by $15.5 million of cost savings and an estimated $12.9 million of margin impact from higher

selling price/mix.

LIQUIDITY AND CAPITAL RESOURCES

We have funded our working capital requirements, capital expenditures, mergers, acquisitions and investments,

restructuring activities, dividends and stock repurchases from net cash provided by operating activities, borrowings

under our credit facilities, proceeds from the sale of receivables under our accounts receivable monetization

agreements, proceeds from the sale of property, plant and equipment removed from service and proceeds received

in connection with the issuance of debt and equity securities. See “Note 14. Debt” of the Notes to Consolidated

Financial Statements for detailed information regarding our debt.

We are a party to enforceable and legally binding contractual obligations involving commitments to make

payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource

needs. Certain contractual obligations are reflected on the consolidated balance sheet as of September 30, 2023,

while others are considered future obligations. Our contractual obligations primarily consist of items such as long-

term debt, including current portion, lease obligations, purchase obligations and other obligations. See Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Operations — Contractual

Obligations”, fo r additional information.

Cash and cash equivalents were $393.4 million at September 30, 2023 and $260.2 million at September 30,

2022. Approximately half of the cash and cash equivalents at September 30, 2023 were held outside of the U.S.

The proportion of cash and cash equivalents held outside of the U.S. generally varies from period to period. At

September 30, 2023, total debt was $8.6 billion, $533.0 million of which was current. At September 30, 2022, total

debt was $7.8 billion, $212.2 million of which was current. Included in our total debt at September 30, 2023 was

$157.0 million of non-cash acquisition related step-up. During fiscal 2023, debt increased $0.8 billion primarily due

to the Mexico Acquisition, net of debt repayments. See “Note 3. Acquisitions” of the Notes to Consolidated

Financial Statements for additional information. Funding for our domestic operations in the foreseeable future is

expected to come from sources of liquidity within our domestic operations, including cash and cash equivalents,

and available borrowings under our credit facilities. As such, our foreign cash and cash equivalents are not expected

to be a key source of liquidity to our domestic operations.

At September 30, 2023, we had approximately $3.4 billion of available liquidity under our long-term committed

credit facilities and cash and cash equivalents. Our primary availability is under our revolving credit facilities and

Receivables Securitization Facility, the majority of which matures July 2027. This liquidity may be used to provide

for ongoi ng working capital needs and for other general corporate purposes, including acquisitions and dividends.

On September 22, 2023, we discharged $500 million aggregate principal amount of our 3.00% senior notes

due September 2024 using cash and cash equivalents and borrowings under our commercial paper program and

recorded a $10.5 million gain on extinguishment of debt. On March 22, 2022, we redeemed $350 million aggregate

principal amount of our 4.00% senior notes due March 2023 primarily using borrowings under our Receivables

Securitization Facility and recorded an $8.2 million loss on extinguishment of debt.

Our credit facilities contain certain restrictive covenants, including a covenant to satisfy a debt to capitalization

ratio. We test and report our compliance with these covenants as required by these facilities and were in compliance

with them as of September 30, 2023.

At September 30, 2023, we had $77.6 million of outstanding letters of credit not drawn upon.

We use a variety of working capital management strategies including supply chain financing ("SCF") programs,

vendor financing and commercial card programs, monetization facilities where we sell short-term receivables to a

group of third-party financial institutions and receivables securitization facilities. We describe these programs below.

We engage in certain customer-based SCF programs to accelerate the receipt of payment for outstanding

accounts receivables from certain customers. Certain costs of th ese programs are borne by the customer or us.

Receivables transferred under these customer-based SCF programs generally meet the requirements to be

accounted for as sales in accordance with guidance under Financial Accounting Standards Board’s (“FASB”)

Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (“ASC 860”), resulting in derecognition

of such receivables from our consolidated balance sheets. Receivables involved with these customer-based SCF

programs constitute approximately 2% of our annual net sales. In addition, we have monetization facilities that sell

to third-party financial institutions all of the short-term receivables generated from certain customer trade accounts.

See “Note 13. Fair Value — Accounts Receivable Monetization Agreements” for a discussion of our

monetization facilities.

Our working capital management strategy includes working with our suppliers to revisit terms and conditions,

including the extension of payment terms. Our current payment terms with the majority of our suppliers generally

range from payable upon receipt to 120 days and vary for items such as the availability of cash discounts. We do

not believe our payment terms will be shortened significantly in the near future, and we do not expect our net cash

provided by operating activities to be significantly impacted by additional extensions of payment terms. Certain

financial institutions offer voluntary SCF programs that enable our suppliers, at their sole discretion, to sell their

receivables from us to the financial institutions on a non-recourse basis at a rate that leverages our credit rating

and thus mi ght be more beneficial to our suppliers. We and our suppliers agree on commercial terms for the goods

and services we procure, including prices, quantities and payment terms, regardless of whether the supplier elects

to participate in SCF programs. The suppliers sell us goods or services and issue the associated invoices to us

based on the agreed-upon contractual terms. The due dates of the invoices are not extended due to the supplier’s

participation in SCF programs. Our suppliers, at their sole discretion if they choose to participate in a SCF program,

determine which invoices, if any, they want to sell to the financial institutions. No guarantees are provided by us

under SCF programs and we have no economic interest in a supplier’s decision to participate in the SCF program.

Therefore, amounts due to our suppl iers that elect to participate in SCF programs are included in the line items

Accounts payable and Other current liabilities in our consolidated balance sheets and the activity is reflected in net

cash provided by operating activities in our consolidated statements of cash flows. Based on correspondence with

the financial institutions that are involved with our two primary SCF programs, while the amount suppliers elect to

sell to the financial institutions varies from period to period, the amount generally averages approximately 19% to

21% of our accounts payable bal ance.

We also participate in certain vendor financing and commercial card programs to support our travel and

entertainment expenses and smaller vendor purchases. Amounts outstanding under these programs are classified

as debt primarily because we receive the benefit of extended payment terms and a rebate from the financial

institution that we would not have otherwise received without the financial institution's involvement. We also have

the Receivables Securitization Facility that allows for borrowing availability based on underlying accounts receivable

eligibility and compliance with certain covenants. See “Note 14 Debt” of the Notes to Consolidated Financial

Statements for a discussion of our Receivables Securitization Facility and the amount outstanding under our vendor

financing and commercial card programs.

Cash Flow Activity

Year Ended September 30,

(In millions) 2023 2022

Net cash provided by operating activities $ 1,827.9 $ 2,020.4

Net cash used for investing activities $ (1,507.2) $ (776.0)

Net cash used for financing activities $ (193.5) $ (1,281.3)

Net cash provided by operating activities during fiscal 2023 decreased $192.5 million from fiscal 2022 primarily

due to lower earnings partially offset by $668.0 million of reduced working capital usage compared to the prior year

period. The changes in working capital in fiscal 2023 and 2022 included a use of cash of $32.5 million and a source

of cash of $58.8 million, respectively, resulting from the sale of accounts receivables in connection with the

Monetization Agreement (as defined in Note 13. Fair Value).

Net cash used for investing activities of $1,507.2 million in fiscal 2023 consisted primarily of $1,142.1 million for

capital expenditures and $853.5 million of cash paid for the purchase of businesses, net of cash acquired which

were partially offset by $318.2 million of net cash proceeds from the sale of our interior partitions converting

operations and Chattanooga, TN uncoated recycled paperboard mill, $53.4 million of proceeds from the sale of two

joint ventures, $42.2 million of proceeds from corporate owned life insurance, $27.6 million of proceeds from the

sale of two uncoated recycled paperboard mills, $23.2 million of proceeds from currency forward contracts and

$26.8 million of proceeds from the sale of property, plant and equipment. Net cash used for investing activities of

$776.0 million in fiscal 2022 consisted primarily of $862.6 million for capital expenditures that was partially offset by

$60.8 million of proceeds from corporate owned life insurance and $28.2 million of proceeds from the sale of

property, plant and equipment, primarily for the sale of a previously closed facility.

We invested $1,142.1 million in capital expenditures in fiscal 2023, which was in line with the $1.0 to $1.1 billion

we expected to invest. We expect capital expenditures of approximately $1.2 to $1.5 billio n in fiscal 2024. We expect

this level of capital investment will allow us to continue to invest in safety, environmental and maintenance projects,

while also making investments to support productivity and growth in our business and complete certain asset

recapitalization and to initiate strategic investments. However, our capital expenditure assumptions may change,

project completion dates may change, or we may decide to invest a different amount depending upon opportunities

we identify, or changes in market conditions or to comply with changes in laws and regulations.

In fiscal 2023, net cash used for financing activities of $193.5 million consisted primarily of cash dividends paid

to stockholders of $281.3 million that was partially offset by a net additions to debt of $101.1 million due to the

Mexico Acquisition, net of debt repayments. In fiscal 2022, net cash used for financing activities of $1.3 billion

consisted primarily of share repurchases of $600.0 million, a net decrease in debt of $452.7 million and cash

dividends paid to stockholders of $259. 5 million.

We estimate that we will invest approximately $103 million for capital expenditures during fiscal 2024 in

connection with matters relating to environmental compliance. We were obligated to pu rchase approximately $353

million of fixed assets at September 30, 2023 for various capital projects.

At September 30, 2023, the U.S. federal, state and foreign net operating losses and other U.S. federal and

state tax credits available to us aggregated approximately $41 million in future po tential reductions of U.S. federal,

state and foreign cash taxes. These items are primarily for foreign and state net operating losses and credits that

generally will be utilized between fiscal 2024 and 2042. Our cash tax rate is highly dependent on our taxable income,

utilization of net operating losses and credits, changes in tax laws or tax rates, capital expenditures and other

factors. Barring significant changes in our current assumptions, including changes in tax laws or tax rates,

forecasted taxable income, levels of capital expenditures and other items, we expect our fiscal 2024 cash tax rate

will be approximately 13 percentage points higher than our expected income tax rate. The higher cash tax rate

expected in fiscal 2024 is primarily due to the timing of depreciation on our qualifying capital investments as allowed

under the Tax Cuts and Jobs Act, new legislation requiring amortization of research and experimental costs instead

of a full deduction in the year incurred and cash taxes due as a result of a deferred payment on the sale of RTS

and Chattanoo ga. We expect our fiscal 2025 and 2026 cash tax rate to be approximately 5 percentage points higher

than our income tax rate primarily due to the timing of depreciation on our qualifying capital investments as allowed

under the Tax Cuts and Jobs Act and legislation requiring amortization of research and experimental costs instead

of a full deduction in the year incurred. These rates are subject to change for a variety of reasons, including as a

result of consummation of the proposed Transaction.

During fiscal 2023 and 2022, we made contributions of $28.2 million and $21.2 million, respectively, to our U.S.

and non-U.S. pension plans. Based on current facts and assumptions, we expect to contribute approximately $25

million to our U.S. and non-U.S. pension plans in fiscal 2024. Based on current assumptions, including future

interest rates, we estimate that minimum pension contributions to our U.S. and non-U.S. pension plans will be

approximately $22 million to $23 million annually in fiscal 2025 through 2028. We have made contributions and

expect to continue to make contributions in the coming years to our pension plans in order to ensure that our funding

levels remain adequate in light of projected liabilities and to meet the requirements of the Pension Act and other

regulations. The net overfunded status of our U.S. and non-U.S. pension plans at September 30, 2023 was $408.3

million. See “Note 6. Retirement Plans” of the Notes to Consolidated Financial Statements for additional

information.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to

potential withdrawal liabilities. In fiscal 2018, we submitted formal notification to withdraw from certain MEPPs,

including PIUMPF, and recorded estimated withdrawal liabilities for each. We also have liabilities associated with

other MEPPs from which we, or legacy companies, have withdrawn in the past. In fiscal 2024, we expect to pay

approximately $11 million in withdrawal liabilities, excluding accumulated funding deficiency demands. With respect

to certain other MEPPs, in the event we withdraw from one or more of the MEPPs in the future, it is reasonably

possible that we may incur withdrawal liabilities in connection with such withdrawals. Our estimate of any such

withdrawal liability, both individually and in the aggregate, is not material for the remaining plans in which we

participate. At September 30, 2023 and September 30, 2022, we had recorded withdrawal liabilities of $203.2 million

and $214.7 million, respectively, including liabilities associated with PIUMPF’s accumulated funding deficiency

demands. The liability reduction in fiscal 2023 was primarily the result of non-PIUMPF arbitrations, the impact of

which is reflected in Multiemploye r pension withdrawal (income) expense on our consolidated statements of

operations. See “Note 6. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial

Statements for additional information.

In October 2023, our board of directors declared a quarterly dividend of $0.3025 per share, representing a

$1.21 per share annualized dividend or an increase of 10%. In fiscal 2023, 2022 and 2021 we paid an annual

dividend of $1.10 per share, $1.00 per share and $0.88 per share, respectively. Our capital allocation strategy

includes reducing debt and leverage and returning capital to stockholders through a sustainable and growing

dividend.

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of our Common

Stock, representing approximately 15% of our outstanding Common Stock as of July 1, 2015. On May 4, 2022, our

board of directors authorized a new repurchase program of up to 25.0 million shares of our Common Stock, plus

any unutilized shares left from the July 2015 authorization. The 25.0 million shares represented an additional

authorization of approximately 10% of our outstanding Common Stock. Shares of our Common Stock may be

purchased from time to time in open market or privately negotiated transactions. In fiscal 2023, we had no share

repurchases. In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an

aggregate cost of $597.5 million. In fiscal 2021, we repurchased approximately 2.5 million shares of our Common

Stock for an aggregate cost of $125.1 million. The amount reflected as repurchased in the consolidated statements

of cash flows varies due to the timing of share settlement. As of September 30, 2023, we had approximately 29.0

million shares of Common Stock available for repurchase under the program, although we have indefinitely

suspended the program in light of the proposed Transaction (and related restrictions imposed by the Transaction

Agreement).

The Transaction Agreement provides that we will generally continue to conduct our business in the ordinary

course and consistent with past practice in all material respects. It also contains covenants that restrict our ability

to undertake certain actions without consent from Smurfit Kappa, including incurrence of debt or modification of

existing debt arrangements under certain circumstances. Subject to these restrictions, we anticipate funding our

capital expenditures, debt service obligations, dividends, pension payments, working capital needs, restructuring

activities and other corporate actions for the foreseeable future from cash generated from operations, borrowings

under our credit facilities, proceeds from our accounts receivable monetization agreements, proceeds from the

issuance of debt securities and other debt financing. In addition, we regularly review our capital structure and

conditions in the private and public debt markets in order to optimize our mix of indebtedness. In connection with

these reviews, and subject to restrictions imposed in the Transaction Agreement, we may seek to refinance existing

indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our

indebtedness.

Contractual Obligations

We summarize our enforceable and legally binding contractual obligations at September 30, 2023, and the

effect these obligations are expected to have on our liquidity and cash flow in future periods in the following table.

Certain amounts in this table are based on management’s estimates and assumptions about these obligations,

including their duration, the possibility of renewal, anticipated actions by third parties and other factors, including

estimated minimum pension plan contributions and estimated benefit payments related to postretirement

obligations, supplemental retirement plans and deferred compensation plans. Because these estimates and

assumptions are subjective, the enforceable and legally binding ob ligations we actually pay in future periods may

vary from those presented in the table (in millions).

Payments Due by Period

Total

Fiscal

2024

Fiscal

2025

and 2026

Fiscal

2027

and 2028

Thereafter

Long-Term Debt, including current portion,

excluding finance lease obligations

(1)

$ 7,987. 7 $ 469.7 $ 2,531.4 $ 1,606.9 $ 3,379.7

Lease obligations

(2)

1,433.3 320.5 387.2 306.2 419.4

Purchase obligations and other

(3) (4) (5)

2,532.6 1,413.3 334.6 217.5 567.2

Total $ 11,953.6 $ 2,203.5 $ 3,253.2 $ 2,130.6 $ 4,366.3

(1)

Includes only principal payments owed on our debt assuming that al l of our long-term debt will be held to maturity, excluding

scheduled payments. We have excluded $123.6 million of fair value of debt step-up, deferred financing costs and

unamortized bond discounts from the table to arrive at actual debt obligations. See “Note 14. Debt” of the Notes to

Consolidated Financial Statements for information on the interest rates that apply to our various debt instruments.

(2)

See “Note 15. Leases” of the Notes to Consolidated Financial Statements for additional information.

(3)

Purchase obligations include agreements to purchase goods or services that are enforceable and legally binding and that

specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price

provision; and the approximate timing of the transaction. Purchase obligations exclude agreements that are cancelable

without penalty.

(4)

We have included future estimated minimum pension plan contributions, MEPP withdrawal payments with definite payout

terms and estimated benefit payments related to postretirement obligations, supplemental retirement plans and deferred

compensation plans. Our estimates are based on various factors, such as discount rates and expected returns on plan

assets. Future contributions are subject to changes in our funded status based on factors such as investment performance,

discount rates, returns on plan assets and changes in legislation. It is possible that our assumptions may change, actual

market performance may vary or we may decide to contribute different amounts. We have excluded $94.7 million of MEPP

withdrawal liabilities recorded as of September 30, 2023, including our estimate of the accumulated funding deficiency, due

to lack of definite payout terms for certain of the obligations. See “Note 6. Retirement Plans – Multiemployer Plans” of

the Notes to Consolidated Financial Statements for additional information.

(5)

We have not included the following items in the table:

• An item labeled “other noncurrent liabilities” reflected on our consolidated balance sheet because these liabilities do

not have a defined pay-out schedule.

• $476.9 million for certain provisions of ASC 740, “Income Taxes” associated with liabilities, primarily for uncertain tax

positions due to the uncertainty as to the amount and timing of payment, if any.

• $1,106.9 million of non-recourse liabilities held by special purpose entities ("SPEs") that have $1,244.8 million of related

restricted assets. See “Note 17. Special Purpose Entities” of the Notes to Consolidated Financial Statements for

additional information.

In addition to the enforceable and legally binding obligations presented in the table above, we have other

obligations for goods and services and raw materials entered into in the normal course of business. These contracts,

however, are subject to change based on our business decisions.

Guarantor Summarized Financial Information

WRKCo, Inc. ("WRKCo" and the “Issuer”), a wholly owned subsidiary of WestRock Company ("Parent"), has

issued the following debt securities pursuant to offerings registered under the Securities Act of 1933, as amended

(collectively for purposes of this subsection, the “Notes”)(in millions, except percentages):

Aggregate Principal

Amount

Stated Coupon

Rate Maturity Date

$ 600 3.750% March 2025

$ 750 4.650% March 2026

$ 500 3.375% September 2027

$ 600 4.000% March 2028

$ 500 3.900% June 2028

$ 750 4.900% March 2029

$ 500 4.200% June 2032

$ 600 3.000% June 2033

Upon issuance, the Notes maturing in 2025, 2027 and March 2028 were fully and unconditionally guaranteed

by two other wholly owned subsidiaries of Parent: WestRock RKT, LLC (“RKT”) and WestRock MWV, LLC (“MWV”,

and together with RKT, the “Guarantor Subsidiaries”). Parent has also fully and unconditionally guaranteed these

Notes. The remaining Notes were issued by the Issuer subsequent to the consummation of the acquisition of

KapStone Paper and Packaging Corporation in November 2018 and were fully and unconditionally guaranteed at

the time of issuance by the Parent and the Guarantor Subsidiaries. Accordingly, each series of the Notes is fully

and unconditionally guaranteed on a joint and several basis by the Parent and the Guarantor Subsidiaries (together,

the “Guarantors”). Collectively, the Issuer and the Guarantors are the “Obligor Group”.

Each series of Notes and the related guarantees constitute unsecured unsubordinated obligations of the

applicable obligor. Each series of Notes and the related guarantees ranks equally in right of payment with all of the

applicable obligor’s existing and future unsecured and unsubordinated debt; ranks senior in right of payment to all

of the applicable obligor’s existing and future subordinated debt; is effectively junior to the applicable obligor’s

existing and future secured debt to the extent of the value of the assets securing such debt; and is structurally

subordinated to all of the existing and future liabilities of each subsidiary of the applicable obligor (that is not itself

an obligor) that does not guarantee such Notes.

The indentures governing each series of Notes contain covenants that, among other things, limit ou r ability and

the ability of our subsidiaries to grant liens on our assets and enter into sale and leaseback transactions. In addition,

the indentures limit, as applicable, the ability of the Issuer and Guarantors to merge, consolidate or sell, convey,

transfer or lease our or their properties and assets substantially as an entirety under certain circumstances. The

covenants contained in the indentures do not restrict the Company’s ability to pay dividends or distributions to

stockholders.

The guarantee obligations of the Guarantors under the Notes are also subject to certain limitations and terms

similar to those applicable to other guarantees of similar instruments, including that (i) the guarantees are subject

to fraudulent transfer and conveyance laws and (ii) the obligations of each Guarantor under its guarantee of each

series of Notes will be limited to the maximum amount as will result in the obligations of such Guarantor under its

guarantee of such Notes not to be deemed to constitute a fraudulent conveyance or fraudulent transfer under federal

or state law.

Under each indenture governing one or more series of the Notes, a Guarantor Subsidiary will be automatically

and unconditionally released from its guarantee upon consummation of any transaction permitted under the

applicable indenture resulting in such Guarantor Subsidiary ceasing to be an obligor (either as issuer or guarantor).

Under the in dent ures, the guarantee of the Parent will be automatically released and will terminate upon the merger

of the Parent with or into the Issuer or another guarantor, the consolidation of the Parent with the Issuer or another

guarantor or the transfer of all or substantially all of the assets of the Parent to the Issuer or a guarantor. In addition,

if the Issuer exercises its defeasance or covenant defeasance option with respect to the Notes of a series in

accordance with the terms of the applicable indenture, each guarantor will be automatically and unconditionally

released from its guarantee of the Notes of such series and all its obligations under the applicable indenture.

The Issuer and each Guarantor are holding companies that conduct substantially all of their business through

subsidiaries. Accordingly, repayment of the Issuer’s indebtedness, including the Notes, is dependent on the

generation of cash flow by the Issuer’s and each Guarantor’s subsidiaries, as applicable, and their ability to make

such cash available to the Issuer and the Guarantors, as applicable, by dividend, debt repayment or otherwise. The

Issuer’s and the Guarantors’ subsidiaries may not be able to, or be permitted to, make distributions to enable them

to make payments in respect of their obligations, including with resp ect to the Notes in the case of the Issuer and

the guarantees in the case of the Guarantors. Each of the Issuer’s and the Guarantors’ subsidiaries is a distinct

legal entity and, under certain circumstances, legal and contractual restrictions may limit the Issuer’s and the

Guarantors’ ability to obtain cash from their subsidiaries. In the event that the Issuer and the Guarantors do not

receive distributions from their subsidiaries, the Issuer and the Guarantors may be unable to make required principal

and interest payments on their obligations, including with respect to the Notes and the guarantees.

Pursuant to amended Rule 3-10 of Regulation S-X, the summarized financial information below is presented

for the Obligor Group on a combined basis after the elimination of intercompany balances and transactions among

the Obligor Group and equity in earnings from and investments in the non-Guarantor Subsidiaries. The summarized

financial information below should be read in conjunction with the Company’s consolidated financial statements

contained herein, as the summarized financial information may not necessarily be indicative of results of operations

or financial position had the subsidiaries operated as independent entities (in millions).

SUMMARIZED STATEMENT OF OPERATIONS

Year Ended

September 30,

2023

Net sales to unrelated parties $ 1,568.5

Net sales to non-Guarantor Subsidiaries $ 1,239.5

Gross profit $ 1,092.6

Interest expense, net with non-Guarantor Subsidiaries $ (172.7)

Net loss and net loss attributable to the Obligor Group

(1)

$ (37.7)

(1)

Includes a pre-tax goodwill impairment charge of $107.8 million.

SUMMARIZED BALANCE SHEETS

September 30,

2023 2022

ASSETS

Total current assets $ 192.4 $ 227.4

Noncurrent amounts due from non-

Guarantor Subsidia ries

$ 262.2 $ 370.1

Other noncurrent assets

(1)

1,607.9 1,812.8

Total noncurrent assets $ 1,870.1 $ 2,182.9

LIABILITIES

Current amounts due to non-

Guarantor Subsidia ries

$ 1,106.2 $ 2,253.5

Other current liabilities 427.4 144.5

Total current liabilities $ 1,533.6 $ 2,398.0

Noncurrent amounts due to non-

Guarantor Subsidia ries $ 6,472.6 $ 3,097.5

Other noncurrent liabilities 7,056.6 6,872.7

Total noncurrent liabilities $ 13,529.2 $ 9,970.2

(1)

Other nonc urrent assets include aggregate goodwill and intangibles, net of $1,395.5 million and

$1,601.2 million as of September 30, 2023 and September 30, 2022, respectively.

DEFINITIONS AND NON-GAAP FINANCIAL MEASURES

Definitions

We calculate cost savings as the year-over-year change in certain costs incurred for manufacturing,

procurement, logistics, and SG&A, in each case excl uding the impact of econom ic downtime and inflation. Cost

savings achieved to date may not recur in future periods, and estimates of future savings are subject to change.

Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the U.S.

(“GAAP”). However, management believes certain non-GAAP financial measures provide 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 to, our GAAP results. The non-GAAP financial measures

we present may differ from similarly captioned measures presented by other companies.

We use the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”.

Management believes these measures provide our management, board of directors, investors, potential investors,

securities analysts and others with useful information to evaluate our performance because they exclude

restructuring and other costs, net, impairment of goodwill and mineral rights, business systems transformation costs

and other specific items that management believes are not indicative of the ongoing operating results of the

business. We and our board of directors use this information when making financial, operating and planning

decisions and when evaluating our performance relative to other periods. We believe that the most directly

comparable GAAP measures to Adjusted Net Income and Adjusted Earnings Per Diluted Share are Net (loss)

income attributable to common stockholders and (Loss) earnings per diluted share, respectively. See Item 7.

“Management’s Discussion and Analysis of Financial Condition and Results of Op erations — Overview —

Business Systems Transformation” for additional information regarding our business system s transformation.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Earnings Per Diluted Share to

(Loss) earnings per diluted share, the most directly comparabl e GAAP measure (in dollars per share) for the periods

indicated.

Years Ended September 30,

2023 2022

(Loss) earnings per diluted share $ (6.44) $ 3.61

Goodwill impairment 7.12 —

Restructuring and other costs, net 2.53 1.11

Work stoppage costs 0.24 —

Business systems transformation costs 0.23 0.02

Losses at closed facilities 0.13 0.01

Loss on consolidation of previously held equity

method investment net of deferred taxes

0.09 —

Acquisition accounting inventory related

adjustments 0.04 —

Mineral rights impairment — 0.08

Accelerated depreciation on certain facility closures — 0.02

Gain on sale of RTS and Chattanooga (0.72) —

Gain on sale of unconsolidated entities, net (0.07) —

Multiemployer pension withdrawal (income) expense (0.04) 0.01

(Gain) loss on extinguishment of debt (0.03) 0.02

Brazil indirect tax claim (0.02) —

Gain on sale of two uncoated recycled

paperboard mills (0.02) —

MEPP liability adjustment due to interest rates — (0.10)

Ransomware recovery costs, net of insurance proceeds — (0.02)

Adjustment to reflect adjusted earnings on a fully diluted

basis (0.02) —

Adjusted Earnings Per Diluted Share $ 3.02 $ 4.76

The as reported results in the table below for Pre-Tax, Tax and Net of Tax are equivalent to the line items

“(Loss) income before income taxes”, “Income tax benefit (expense)” and “Consolidated net (loss) income”,

respectively, as reported on the consolidated statements of operations. Set forth below are reconciliations of

Adjusted Net Income to the most directly comparable GAAP measure, Net (loss) income attributable to common

stockholders (represented in the table below as the GAAP Results for Consolidated net (loss) income (i.e., Net of

Tax) less Net income attributable to noncontrolling interests), for the periods indicated (in millions):

Year ended September 30, 2023

Pre-Tax Tax Net of Tax

As reported $ (1,704.6) $ 60.4 $ (1,644.2)

Goodwill impairment 1,893.0 (71.2) 1,821.8

Restructuring and other costs, net 859.1 (210.6) 648.5

Work stoppage costs

(1)

80.4 (19.7) 60.7

Business systems transformation costs

(1)

79.1 (19.4) 59.7

Losses at closed facilities

(1)

42.6 (10.4) 32.2

Loss on consolidation of previously held equity

method investment net of deferred taxes

(1)

46.8 (22.2) 24.6

Acquisition accounting inventory related

adjustments

(1)

13.1 (3.2) 9.9

Accelerated depreciation on certain facility

closures

0.4 (0.1) 0.3

Gain on sale of RTS and Chattanooga (238.8) 53.7 (185.1)

Gain on sale of unconsolidated entities, net

(1)

(23.6) 5.8 (17.8)

Multiemployer pension withdrawal income (12.1) 2.9 (9.2)

Gain on extinguishment of debt (10.5) 2.6 (7.9)

Brazil indirect tax claim

(1)

(9.1) 3.1 (6.0)

Gain on sale of two uncoated recycled

paperboard mills

(11.2) 5.6 (5.6)

Other

(1)

0.6 (0.1) 0.5

Adjusted Results $ 1,005.2 $ (222.8) $ 782.4

Noncontrolling interests (4.8)

Adjusted Net Income $ 777.6

(1)

These footnoted items represent the "Other adjustments" reported in the additional segment information table in our

segment footnote. The “Losses at closed facilities” line for the year ended September 30, 2023, includes $2.0 million of

depreciation and amortization and the Brazil indirect tax claim includes $4.7 million of interest income. See “Note 8.

Segment Information” for additional information.

Year ended September 30, 2022

Pre-Tax Tax Net of Tax

As reported $ 1,218.8 $ (269.6) $ 949.2

Restructuring and other costs, net 383.0 (93.1) 289.9

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

(1)

7.4 (1.8) 5.6

Multiemployer pension withdrawal expense 3.5 (0.8) 2.7

Losses at closed facilities

(1)

3.5 (0.9) 2.6

MEPP liability adjustment due to interest rates (36.2) 8.9 (27.3)

Ransomware recovery costs insurance proceeds

(1)

(6.6) 1.6 (5.0)

Other

(1)

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)

These footnoted items represent the "Other adjustments" reported in the additional segment information table in our

segment footnote, except the "Other" line includes adjustments of $1.4 million. The “Losses at closed facilities” line for

the year ended September 30, 2022, includes $1.2 million of depreciation and amortization.

We discuss certain of these charges in more detail in “Note 5. Restructuring and Other Costs, Net”, “Note 8.

Segment Information” and “Note 19. Commitments and Contingencies — Indirect Tax Claim”. For more

information on our business systems transformation see Item 7. “Management’s Discussion and Analysis of

Financial Condition and Results of Operations — Overview — Business Systems Transformation”.

We also use the non-GAAP financial measure “Consolidated Adjusted EBITDA”, along with other measures

such as Adjusted EBITDA (a GAAP measure of segment performance our CODM uses to evaluate our segment

results), to evaluate our overall performance. The composition of Adjusted EBITDA is not addressed or prescribed

by GAAP.

Management believes that the most directly comparable GAAP measure to Consolidated Adjusted EBITDA is

"Net (loss) income attributable to common stockholders". Management believes this measure provides our

management, board of directors, investors, potential investors, securities analysts and others with useful information

to evaluate our performance because it excludes restructuring and other costs, net, impairment of goodwill and

mineral rights, Gain on sale of RTS and Chattanooga, business systems transformation costs and other specific

items that management believes are not indica tive of the ongoing operating results of the business. We and our

board of directors use this information in making financial, operating and planning decisions and when evaluating

our performance relative to other periods.

Set forth below is a reconciliation of the non-GAAP financial measure Consolidated Adjusted EBITDA to Net

(loss) income attributable to common stockholders for the periods indicated (in millions).

Year Ended September 30,

2023 2022

Net (loss) income attributable to common stockholders $ (1,649.0) $ 944.6

Adjustments:

(1)

Less: Net income attributable to noncontrolling interests 4.8 4.6

Income tax (benefit) expense (60.4) 269.6

Other expense (income), net 6.1 11.0

(Gain) loss on extinguishment of debt (10.5) 8.5

Interest expense, net 417.9 318.8

Restructuring and other costs, net 859.2 383.0

Impairment of goodwill and mineral rights 1,893.0 26.0

Multiemployer pension withdrawal (income) expense (12.1) 0.2

Gain on sale of RTS and Chattanooga (238.8) —

Depreciation, depletion and amortization 1,535.8 1,488.6

Other adjustments 232.6 4.5

Consolidated Adjusted EBITDA $ 2,978.6 $ 3,459.4

(1)

The table above adds back expense or subtracts income for certain financial statement and segment footnote items to

compute Consolidated Adjusted EBITDA.

The non-GAAP measure Co nsolidated Adjusted EBITDA can also be derived by ad ding together each

segment's "Adjusted EBITDA" plus "Non-allocated expenses" from our segment footnote. See “Note 8. Segment

Information” of the Notes to Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have prepared our accompanying consolidated financial statements in conformity with GAAP, which

requires management to make estimates that affect the amounts of revenues, expenses, assets and liabilities

reported. Certain significant accounting policies are descr ib ed in “Note 1. Description of Business and Summary

of Significant Accounting Policies” of the Notes to Consolidated Financial Statements.

These critical accounting policies are both important to the portrayal of our financial condition and results of

operations and require some of management’s most subjective and complex judgments. The accounting for these

matters involves the making of estimates based on current facts, circumstances and assumptions that, in

management’s judgment, could change in a manner that would materially affect managemen t’s future estimates

with respect to such matters and, accordingly, could cause our future reported financial co ndition and results of

operations to differ materially from those that we are currently reporting based on management’s current estimates.

Goodwill

We review the carrying value of our goodwill annually at the beginning of the fourth quarter of each fiscal year,

or more often if events or changes in circumstances indicate that the carrying amount may exceed fair value as set

forth in ASC 350, “Intan gibles — Goodwill and Other” ("ASC 350"). We test goodwill for impairment at the reporting

unit level, which is an operating segment or one level below an operating segment, referred to as a component.

ASC 350 allows an optional qualitative assessment, prior to a quantitative assessment test, to determine

whether it is “more likely than not” that the fair value of a reporting unit exceeds its carrying amount. We generally

do not attempt a qualitative assessment and move directly to the quantitative test. As part of the quantitative test,

we utilize the present value of expected cash flows or, as appropriate, a combination of the present value of

expected cash flows and the guideline public company method to determine the estimated fair value of our reporting

units. This present value model requires management to estimate future cash flows, the timing of these cash flows,

and a discount rate (based on a weighted average cost of capital), which represents the time value of money and

the inherent risk and uncertainty of the future cash flows. Factors that management must estimate when performing

this step in the process include, among other items, sales volume, prices, EBITDA margins, capital expenditures

and discount rates. The assumptions we use to estimate future cash flows are consistent with the assumptions that

the reporting units use for internal planning purposes, which we believe would be generally consistent with that of

a market participa nt. If we determine that the estimated fair value of the reporting unit exceeds its carrying amount,

goodwill of the reporting unit is not impaired. If we determine that the carrying amount of the reporting unit exceeds

its estimated fair value, we measure the goodwill impairment charge based on the excess of a reporting unit’s

carrying amount over its fair value, but not in excess of the total amount of goodwill allocated to the respective

reporting unit, as required under Accounting Standards Update (“ASU”) 2017-04, “Simplifying the Test for Goodwill

Impairment”. We describe our accounting policy for goodwill further in “Note 1. Description of Business and

Summary of Significant Accounting Policies — Goodwill” of the Notes to Consolidated Financial Statements.

In fiscal 2023, we recorded a pre-tax, non-cash impairment charge of $1,893.0 million ($1,821.8 million after-

tax) associated with our interim goodwill impairment analysis completed in the second quarter. See “Note 8.

Segment Information” of the Notes to Consolidated Financial Statements for additional information.

During the fourth quarter of fiscal 2023, we completed our annual goodwill impairment testing. We considered

factors such as, but not limited to, our expectations for macroeconomic conditions, industry and market

considerations, and financial performance, incl uding plan ned revenue, earnings and capital investments of each

reporting un it. The discount rate used for each reporting unit ranged from 9.5% to 14.5%. We used perpetual growth

rates ranging from 0.0% to 1.0%. All reporting units that have goodwill were noted to have a fair value that exceeded

their carrying values. The fair value of our Consumer Packaging reporting unit exceeded its carrying value by 30%.

However, ou r Corrugated Packaging and Distribution reporting units had fair values that exceeded their respective

carrying values by less than 10%. Our Corrugated Packaging reporting unit had a narrow fair value cushion due to

the goodwill impairment charge recorded for the reporting unit in the second quarter of fiscal 2023 and the fair value

accounting related to the Mexico Acquisition.

If we had concluded that it was appropriate to increase the di scount rate we used by 100 basis points, the fair

value of only our Consumer Packaging reporting unit would have continued to exceed its carrying value. In our

fiscal 2023 an nual goodwill impairment analysis, projected future cash flows for the Corrugated Packaging and

Distribution reporting units were discounted at 9.5% and 14.5%, respectively. Based on the discounted cash flow

model and holding other valuation assumptions constant, the discount rates for Corrugated Packaging and

Distribution reporting units would have to be increased to 9.9% and 15.4%, respectively, in order for the estimated

fair value of the reporting units to fall below their carrying values.

At September 30, 2023, the Corrugated Packaging, Consumer Packaging and Distribution reporting units had

$2,603.7 million, $1,506.6 million and $138.4 million of goodwill, respectively. Our Global Paper reporting unit had

no goodwill. Because the fair values of the Corrugated Packaging and Distribution reporting units are not

substantially more than their carrying values, these reporting units have greater risk of future impairments should

we experience adverse changes in our assumptions, estimates, or market factors. If the assumptions, estimates,

and market factors underlying our fair value determinations change adversely, we may be exposed to additional

impairment charges, which could be material. Additionally, there are certain risks inherent to our operations as

described in Item 1A. “Risk Factors”.

Subsequent to our annual test, we monitored industry econom ic trends through the end of fiscal 2023 and

determined no additional testing for goodwill impairment was warranted. We have not made any material changes

to our impairment loss assessment methodology during the past three fiscal years.

Long-Lived Assets

We follow the provisions included in ASC 360, “Property, Plant, and Equipment” in determining whether the

carrying value of any of our long-lived assets, including amortizable intangibles other than goodwill, is impaired. We

review long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount

of the long-lived asset might not be recoverable. If we determine that indicators of impairment are present, we

determine whether the estimated undiscounted cash flows for the potentially impaired assets are less than the

carrying value. This requires management to estimate future cash flows through operations over the remaining

useful life of the asset and its ultimate disposition. The assumptions we use to estimate future cash flows are

consistent with the assumptions we use for internal planning purposes, updated to reflect current expectations. If

our estimated undiscounted cash flows do not exceed the carrying value, we estimate the fair value of the asset

and record an impairment charge if the carrying value is greater than the fair value of the asset. We estimate fair

value using discounted cash flows, observable prices for similar assets, or other valuation techniques.

Our judgments regarding the existence of impairment indicators are based on legal factors, market conditions

and operational performance. Future events could cause us to conclude that impairment indicators exist and that

assets associated with a particular operation are impaired. Evaluating impairment also requires us to estimate future

operating results and cash flows, which also require judgment by management.

Accounting for Income Taxes

Our income tax expense, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits, reflect

management’s best assessment of estimated current and future taxes to be paid. Significant judgments and

estimates are required in determining the consolidated income tax expense. In evaluating our ability to recover our

deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative

evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax

planning strategies, recent financial operations and their associated valuation allowances, if any. We use significant

judgment in (i) determining whether a tax position, based solely on its technical merits, is “more likely than not” to

be sustained upon examination and (ii) measuring the tax benefit as th e largest amount of benefit that is “more

likely than not” to be realized upon ultimate settlement. We do not record any benefit for the tax positions where we

do not meet the “more likely than not” initial recognition threshold. Income tax positions must meet a “more likely

than not” recognition threshold at the effective date to be recognized. We generally recognize interest and penalties

related to unrecognized tax benefits in income tax expense in the consolidated statements of operations. Resolution

of the uncertain tax positions could have a material adverse effect on our cash flows or materially benefit our results

of operations in future periods depending upon their ultimate resolution. A 1% change in our effective tax rate would

have increased or decreased tax expense by approximately $17 million for fiscal 2023. A 1% change in our effective

tax rate used to compute deferred tax liabilities and assets, as recorded on the September 30, 2023 consolidated

balance sheet, would have increased or decreased tax expense by approximately $100 million for fiscal 2023.

Pension

The funded status of our qualified and non-qualified U.S. and non-U.S. pension plans increased $170.5 million

in fiscal 2023. Our U.S. qualified and non-qualified pension plans were overfunded by $450.0 million as of

September 30, 2023. Our non-U.S. pension plans were under funded by $41.7 million as of September 30, 2023.

Our U.S. pension plan benefit obligations were positively impacted in fiscal 2023 primarily by a 61-basis point

increase in the discount rate compared to the prior measurement date. The non-U.S. pension plan obligations were

positively impacted in fiscal 2023 by a 73-basis point increase in the discount rate compared to the prior

measurement date.

The determination of pension obligations and pension expense requ ires various assumptions that can

significantly affect liability and expense amounts, such as the expected long-term rate of return on plan assets,

discount rates, projected future compensation increases and mortality rates for each of our plans. These

assumptions are determined annually in conjunction with our actuary. The accounting for these matters involves

the making of estimates based on current facts, circumstances and assumptions that, in management’s judgment,

could change in a manner that would materially affect management’s future estimates with respect to such matters

and, accordingly, could cause our future reported financial condition and results of operations to differ materially

from those that we are currently reporting based on management’s current estimates.

A 25-basis point change in the discount rate, compensation level, expected long-term rate of return on plan

assets and interest crediting rate, factoring in our corridor (as defined herein) as appropriate, would have had the

following effect on fiscal 2023 pension expense (amounts in the table in parentheses reflect additional income, in

millions):

Pension Plans

25 Basis

Point

Increase

25 Basis

Point

Decrease

Discount rate $ (8.1) $ 8.3

Compensation level $ 0.2 $ (0.2)

Expected long-term rate of return on plan assets $ (12.2) $ 12.2

Interest crediting rate $ 0.3 $ (0.3)

New Accounting Standards

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to

Consolidated Financial Statements for a full description of recent accounting pronouncements, including the

respective expected dates of adoption and expected effects on our results of operations and financial condition.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in, among other things, interest rates, foreign currencies and

commodity prices. See Item 1A. “Risk Factors” for additional information. We aim to identify and understand these

risks and then implement strategies to manage them. When evaluating these strategies, we evaluate the

fundamentals of each market, our sensitivity to movements in pricing, and underlying accounting and business

implications. Our chief executive officer or chief financial officer must approve the execution of all transactions

contemplated in accordance with our Financial and Commodity Risk Management Corporate Policy. The sensitivity

analyses we present below do not consider the effect of possible adverse changes in the general economy, nor do

they consider additional actions we ma y take to mitigate our exposure to such changes. We may not be successful

in managing these risks.

Containerboard and Paperboard Shipments

We are exposed to market risk related to ou r sales of containe rboard and paperboard. We sell a significant

portion of our mill production and converted products pursuant to contracts that provide that prices are either fixed

for specified terms or provide for price adjustments based on negotiated terms, including changes in specified index

prices. We have the capacity to annually ship approximatel y 10.6 million tons from our containerboard mills and

approximately 4.0 million tons from our paperboard mills, although our mill system operating rates may vary from

year to year due to changes in market and other factors. Including a partial year adjustment to capacity to reflect

footprint actions, where appropriate, our simple average mill system operating rates for the last three fiscal years

averaged 88%. A hypothetical $10 per ton change in the price of containerboard and paperboard throughout the

year based on our capacity woul d impact our sales by approximately $106 million and $40 million, respectively.

Energy

Energy is one of the most significant costs of our mill operations. The cost of natural gas (typically measured in

one million British Thermal Units ("MMBtu")), coal, oil, electricity and purchased biomass fuel at times has fluctuated

significantly. Energy is one of the most significant costs of our mill operations. In our recycled paperboard mills, we

use primarily natural gas and electricity, supplemented at certain mills with fuel oil, to generate steam used in the

paper making process. In our virgin fiber mills, we use biomass, natural gas, fuel oil and coal to generate steam

used in the pulping and paper making processes and to generate some or all the electricity used on site. We

primarily use purchased electricity and natural gas to operate our converting facilities. We generally purchase these

products from suppliers at market or tariff rates. Our energy costs decreased in fiscal 2023 compared to fiscal 2022.

From time to time, we use commodity contracts to hedge energy exposures, as discussed in more detail below.

We spent approximately $1,164 million and $1,263 million on all energy sources in fiscal 2023 and 2022,

respectively to operate our facilities. Natural gas and el ectricity each account for approximately 30% to 50% of our

energy purchases depending upon pricing. We consumed approximately 87 million MMBtu of natural gas in fiscal

2023, although the amount of energy we consume may vary from year to year due to production levels and other

factors. A hypothetical 10% change in the price of energy throughout the year would impact our cost of energy by

approximately $116 million based on fiscal 2023 pricing and consumption.

Recycled Fiber

Recycled fiber is the principal raw material we use in the production of recycled paperboard and a portion of

our containerboard. In fiscal 2023 and 2022, we consumed approximately 6.4 million and 5.7 million tons of recycled

fiber, respectively. The increase in fiscal 2023 was primarily associated with the operations acquired in the Mexico

Acquisition. Our purchases of old corrugated containers and double-lined kraft clippings account for our largest

recycled fiber costs and made up approximately 85% to 90% of our recycled fiber purchases in fiscal 2023. The

remaining 10% to 15% of our recycled fiber purchases consisted of a number of other grades of recycled paper.

The mix of recycled fiber may vary due to factors such as market demand, availability and pricing. Recycled fiber

prices can fluctuate significantly and were lower in fiscal 2023 compared to fiscal 2022. While the amount of recycled

fiber we consume may vary from year to year due to production levels and other factors, based on fiscal 2023

recycled fiber usage, adjusted for a full year of the operations acquired in the Mexico Acquisition, we would expect

to consume approximately 6.5 million tons of recycled fiber. A hypothetical $10 per ton change in recycled fiber

prices for a fiscal year would impact our costs by approximately $65 million.

Virgin Fiber

Virgin fiber is the principal raw material we use in the production of a portion of our containerboard, bleached

paperboard and market pulp. While virgin fiber prices have generally been more stable than recycled fiber prices,

they also fluctuate, particularly due to significant changes in weather, such as during prolonged periods of heavy

rain or drought, or during housing construction slowdowns or accelerations. Virgin fiber prices were relatively flat in

fiscal 2023 compared to fiscal 2022. A hypothetical 10% change in virgin fiber prices in our mills for a fiscal year

would impact our costs by approximately $130 million.

Freight

Inbound and outbound freight is a significant expenditure for us. Factors that influence our freight expense

include distance between our shipping and delivery locations, distance from customers and suppliers, mode of

transportation (rail, truck, intermodal and ocean) and freight rates, which are influenced by supply and demand and

fuel costs, primarily diesel. We experienced higher freight costs and some distribution delays in both fiscal 2023

and 2022. A hypothetical 10% change in freight costs for fiscal 2023 and 2022 would have impacted our costs by

approximately $188 million and $220 million, respectively.

Interest Rates

We are exposed to changes in interest rates, primarily as a result of our short-term and long-term debt. As

discussed below, we may from time to time use interest rate swap agreements to manage the interest rate

characteristics of a portion of our outstanding debt. Based on the amounts and mix of our fixed and floating rate

debt at September 30, 2023 and 2022, if market interest rates change an average of 100 basis points, our annual

interest expense would be impacted by approximately $21 million and $10 million, respectively. We determined

these amounts by considering the impact of the hypothetical interest rates on our borrowing costs. This analysis

does not consider the effects of changes in the level of overall economic activity that could exist in such an

environment.

Derivative Instruments / Forward Contracts

In fiscal 2023 and 2022, we entered into various natural gas commodity derivatives that were designated as

cash flow hedges for accounting purposes. Therefore, the entire change in fair value of the financial derivative

instrument is reported as a component of other comprehensive income and reclassified into earnings in the same

line item associated with the forecasted transaction, and in the same period or periods during which the forecasted

transaction affects earnings. At September 30, 2023 and September 30, 2022, the notional amount of our natural

gas co mmodity derivatives was 22.0 million and 18.3 million MMBtu, respectively. Based on our open contracts as

of September 30, 2023 and September 30, 2022, the effect of a 10% change in the price per MMBtu, other than for

the first period which was already priced, would impact Cost of goods sold by approximately $6 million and $10

million, respectively.

We periodically may issue and settle foreign currency denominated debt, exposing us to the effect of changes

in spot exchange rates between loan issue an d loan repayment dates and changes in spot exchange rates on open

balances at each balance sheet date. From time to time, we may use foreign exchange contracts to hedge these

exposures with terms of generally one to three months. At September 30, 2023, there were no foreign exchange

contract derivatives outstanding. At September 30, 2022, the notional amount of our foreign currency exchange

contract derivative was 8.0 billion Mexican pesos ($389.9 million). Based on the open foreign exchange contracts

as of September 30, 2022, the effect of a 1% change in exchange rates would impact Other (expense) income, net

by approximately $4 million. Although foreign currency sensitive instruments expose us to market risk, fluctuations

in the value of these instruments are mitigated by expected offsetting fluctuations in the foreign currency

denominated debt exposures.

We periodically may also enter into interest rate swaps to manage the interest rate risk associated with a portion

of our outstanding debt but currently have no active interest rate swaps. Interest rate swaps are either designated

for accounting purposes as cash flow hedges of forecasted floating interest payments on variable rate debt or fair

value hedges of fixed rate debt, or we may elect not to treat them as accounting hedges. We may enter into swaps

or forward contracts on certain commodities to manage the price risk associated with forecasted purchases or sales

of those commodities.

See “Note 16. Derivatives” and “Note 20. Accumulated Other Comprehensive Loss and Other

Comprehensive Income (Loss)” of the Notes to Consolidated Financial Statements for additional information

regarding our derivative instruments.

Pension Plans

Our pension plans are influenced by trends in the financial markets and the regulatory environment, among

other factors. Adverse general stock market trends and falling interest rates increase plan costs and liabilities.

During fiscal 2023 and 2022, factoring in our corridor as appropriate, the effect of a 0.25% decrease in the discount

rate would have reduced pre-tax income by approximately $8 million and $8 million, respectively. During fiscal 2023

and 2022, the effect of a 0.25% increase in the discount rate would have increased pre-tax income by $8 million

and decreased pre-tax income by $5 million, respectively. Similarly, MEPPs in which we participate could

experience similar circumstances which could impact our funding requirements and therefore expenses. Se e “Note

6. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements for additional

information.

Foreign Curr ency

We predominately operate in markets in the U.S. but derived 24.4% of our net sales in fiscal 2023 from outside

the U.S. through international operations, some of which were transacted in U.S. dollars. In addition, certain of our

domestic operations have sales to foreign customers. Although we are impacted by the exchange rates of a number

of currencies, our largest exposures are generally to the Brazilian Real, British Pound, Canadian dollar, Euro and

Mexican Peso. In fiscal 2023, our largest exposures included the Mexican Peso, Brazilian Real and British Pound.

In conducting our foreign operations, we also make intercompany sales and receive royalties and dividends

denominated in different currencies. These activities expose us to the effect of changes in foreign currency

exchange rates. Flows of foreign currencies into and out of our operations are generally stable and regularly

occurring and are recorded at fair market value in our financial statements.

At times, certain of our foreign subsidiaries have U.S. dollar-denominated external debt. In these instances, we

may hedge the non-functional currency exposure with derivatives. We issue intercompany loans to and receive

foreign cash deposits from our foreign subsidiaries in their local currencies, exposing us to the effect of changes in

spot exchange rates between loan issue and loan repayment dates and changes in spot exchange rates from

deposits. From time to time, we may use foreign-exchange hedge contracts with terms of generally less than one

year to hedge these exposures. Although our derivative and other foreign currency sensitive instruments expose

us to market risk, fluctuations in the value of these instruments are mitigated by expected offsetting fluctuations in

the matched exposures.

During fiscal 2023 and 2022, the effect of a hypothetical 10% change in foreign currencies to which we have

exposure compared to the U.S. dollar would have impacted our income before income taxes by approximately $12

million and $36 million, respectively.

During fiscal 2023 and 2022, the effect of a hypothetical 1% change in exchange rates would have impacted

accumulated other comprehensive income by approximately $50 million and $32 million, respectively. This impact

does not consider the effects of a stronger or weaker U.S. dollar on our ability to compete for export business or

the overall economic activity that could exist in such an environment. Changes in foreign exchange rates could

impact the price and the demand for our products; for instance, a strengthening U.S. dollar may cause exports to

become mo re expensive to foreign customers that have to pay for them in other currencies.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

Description

Page

Reference

Consolidated Statements of Operations 62

Consolidated Statements of Comprehensive (Loss) Income 63

Consolidated Balance Sheets 64

Consolidated Statements of Equity 65

Consolidated Statements of Cash Flows 66

Notes to Consolidated Financial Statements 67

Note 1. Description of Business and Summary of Significant Accounting Policies67

Note 2. Revenue Recogni tion 81

Note 3. Acquisitions 82

Note 4. Held For Sale 84

Note 5. Restructuring and Other Costs, Net84

Note 6. Retirement Plans 87

Note 7. Income Taxes98

Note 8. Segment Information 102

Note 9. Interest 108

Note 10. Inventories108

Note 11. Property, Plant and Equipment109

Note 12. Other Intangible Assets 109

Note 13. Fair Value110

Note 14. Debt 111

Note 15. Leases116

Note 16. Derivatives117

Note 17. Special Purpose Entities 119

Note 18. Related Party Transactions 120

Note 19. Commitments and Contingencies120

Note 20. Accumulated Other Comprehensive Loss and Other Comprehensive Income (Loss) 124

Note 21. Stockholders’ Equity 127

Note 22. Share-Based Compensation127

Note 23. Earnings Per Share131

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) 132

Report of Independent Registered Public Accounting Firm on Internal Control Over Financial

Reporting135

Management’s Annual Report on Internal Control Over Financial Reporting 137

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended September 30,

(In millions, except per share data) 2023 2022 2021

Net sales $ 20,310.0 $ 21,256.5 $ 18,746.1

Cost of goods sold 16,725.5 17,237.5 15,320.8

Gross profit 3,584.5 4,019.0 3,425.3

Selling, general and administrative expense excluding

intangible amortization

2,014.4 1,932.6 1,759.3

Selling, general and administrative intangible amortization

expense 341.5 350.4 357.1

Multiemployer pension withdrawal (income) expense (12.1) 0.2 (2.9)

Restructuring and other costs, net 859.2 383.0 30.6

Impairment of goodwill and mineral rights 1,893.0 26.0 —

Operating (l oss) profit (1,511.5) 1,326.8 1,281.2

Interest expense, net (417.9) (318.8) (372.3)

Gain (loss) on extinguishment of debt 10.5 (8.5) (9.7)

Pension and other postretirement non-service (cost) income (21.8) 157.4 134.9

Other (expense) income, net (6.1) (11.0) 10.9

Equity in income of unconsolidated entities 3.4 72.9 40.9

Gain on sale of RTS and Chattanooga 238.8 — —

(Loss) income before income taxes (1,704.6) 1,218.8 1,085.9

Income tax benefit (expense) 60.4 (269.6) (243.4)

Consolidated ne t (loss) income (1,644.2) 949.2 842.5

Less: Net income attributable to noncontrolling interests (4.8) (4.6) (4.2)

Net (loss) income attributable to common stockholders $ (1,649.0) $ 944.6 $ 838.3

Basic (loss) earnings per share attributable to common

stockholders $ (6.44) $ 3.64 $ 3.16

Diluted (loss) earnings per share attributable to common

stockholders $ (6.44) $ 3.61 $ 3.13

See Accompanying Notes

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Year Ended September 30,

(In millions) 2023 2022 2021

Consolidated ne t (loss) income $ (1,644.2) $ 949.2 $ 842.5

Other comprehensive income (loss), net of tax:

Foreign currency:

Foreign currency translation gain (loss) 354.9 (241.5) 124.3

Reclassification of previously unrealized net foreign

currency loss upon consolidation of equity investment 29.0 — —

Reclassification of previously unrealized net foreign

currency gain upon sale of RTS

(2.3) — —

Derivatives:

Deferred loss on cash flow hedges (50.2) (10.3) (0.1)

Reclassification adj ustment of net loss on cash

flow hedges included in earnings

54.4 1.4 5.5

Defined benefit pension and other postretirement benefit

plans:

Net actuarial gain (loss) arising during period 120.8 (216.3) 165.6

Amortization and settlement recognition of net actuarial

loss, included in pension and postretirement cost 40.1 6.4 25.5

Prior service cost arising during period (1.5) (0.2) (4.2)

Amortization and curtailment recognition of prior service

cost, included in pension and postretirement cost 5.7 6.1 4.5

Reclassification of net pension adjustment upon sale of RTS 7.9 — —

Other comprehensive income (loss), net of tax 558.8 (454.4) 321.1

Comprehensive (loss) income (1,085.4) 494.8 1,163.6

Less: Comprehensive income attributable to

noncontrolling interests (7.9) (5.4) (4.5)

Comprehensive (loss) income attributable to common

stockholders $ (1,093.3) $ 489.4 $ 1,159.1

See Accompanying Notes

WESTROCK COMPANY

CONSOLIDATED BALANCE SHEETS

September 30,

(In millions, except per share data) 2023 2022

ASSETS

Current assets:

Cash and cash equivalents $ 393.4 $ 260.2

Accounts receivable (net of allowances of $60.2 and $66.3) 2,591.9 2,683.9

Inventories 2,331.5 2,317.1

Other current assets (amount related to SPEs of $862.1 and $0) 1,584.8 689.8

Assets held for sale 91.5 34.4

Total current assets 6,993.1 5,985.4

Property, plant and equipment, net 11,063.2 10,081.4

Goodwill 4,248.7 5,895.2

Intangibles, net 2,576.2 2,920.6

Prepaid pension asset 618.3 440.3

Other noncurrent assets (amount related to SPEs of $382.7 and $1,253.0) 1,944.2 3,082.6

Total assets $ 27,443.7 $ 28,405.5

LIABILITIES AND EQUITY

Current liabilitie s:

Current portion of debt $ 533.0 $ 212.2

Accounts payable 2,123.9 2,252.1

Accrued compensation and benefits 524.9 627.9

Other current liabilities (amount related to SPEs of $776.7 and $0) 1,737.6 810.6

Total current liabilities 4,919.4 3,902.8

Long-term debt due after one year 8,050.9 7,575.0

Pension liabilities, net of current portion 191.2 189.4

Postretirement benefit liabilities, net of current portion 99.1 105.4

Deferred income taxes 2,433.2 2,761.9

Other noncurrent liabilities (amount related to SPEs of $330.2 and $1,117.8) 1,652.2 2,445.8

Commitments and contingencies (Note 19)

Redeemable noncontrolling interests — 5.5

Equity:

Preferred stock, $0.01 par value; 30.0 million shares authorized; no

shares outstanding — —

Common stock, $0.01 par value; 600.0 million shares authorized;

256.4 million and 254.4 million shares outstanding at

September 30, 2023 and September 30, 2022, respectively

2.6 2.5

Capital in excess of par value 10,698.5 10,639.4

Retained earnings 278.2 2,214.4

Accumulated other comprehensive loss (898.6) (1,454.3)

Total stockholders’ equity 10,080.7 11,402.0

Noncontrolling interests 17.0 17.7

Total equi ty 10,097.7 11,419.7

Total liabilities and equity $ 27,443.7 $ 28,405.5

See Accompanying Notes

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

Year Ended September 30,

(In millions, except per share data) 2023 2022 2021

Number of Shares of Common Stock Outstanding:

Balance at beginning of fiscal year 254.4 265.0 260.4

Issuance of common stock, net of stock received for tax

withholdings 2.0 2.0 7.1

Purchases of common stock

(1)

— (12.6) (2.5)

Balance at end of fiscal year 256.4 254.4 265.0

Common Stock:

Balance at beginning of fiscal year $ 2.5 $ 2.7 $ 2.6

Issuance of common stock, net of stock received for tax

withholdings

0.1 — 0.1

Purchases of common stock

(1)

— (0.2) —

Balance at end of fiscal year 2.6 2.5 2.7

Capital in Excess of Par Value:

Balance at beginning of fiscal year 10,639.4 11,058.8 10,916.3

Compensation expense under share-based plans 64.3 93.4 88.5

Issuance of common stock, net of stock received for tax

withholdings (5.6) 11.9 158.8

Purchases of common stock

(1)

— (524.3) (103.7)

Other 0.4 (0.4) (1.1)

Balance at end of fiscal year 10,698.5 10,639.4 11,058.8

Retained Earnings:

Balance at beginning of fiscal year 2,214.4 1,607.9 1,031.6

Adoption of accounting standards

(2)

— — (3.8)

Net (loss) income attributable to common stockholders (1,649.0) 944.6 838.3

Dividends declared (per share - $1.10, $1.00 and $0.88)

(3)

(287.2) (263.0) (236.3)

Issuance of common stock, net of stock received for tax

withholdings — (2.1) (0.5)

Purchases of common stock

(1)

— (73.0) (21.4)

Balance at end of fiscal year 278.2 2,214.4 1,607.9

Accumulated Other Comprehensive Loss:

Balance at beginning of fiscal year (1,454.3) (999.1) (1,319.9)

Other comprehensive income (loss), net of tax 555.7 (455.2) 320.8

Balance at end of fiscal year (898.6) (1,454.3) (999.1)

Total Stockholders’ equity 10,080.7 11,402.0 11,670.3

Noncontrolling Interests:

(4)

Balance at beginning of fiscal year 17.7 19.7 16.9

Net (loss) income (0.7) (1.5) 1.7

Distributions and adjustments to noncontrolling interests — (0.5) 1.1

Balance at end of fiscal year 17.0 17.7 19.7

Total Equity $ 10,097 .7 $ 11,419.7 $ 11,690.0

(1)

In fiscal 2022, we repurchased approximately 12.6 million shares of our Common Stock for an aggregate cost of $597.5 million. In fiscal

2021, we repurchased approximately 2.5 million shares of our Common Stock for an aggregate cost of $125.1 million (a portion of which

settled after September 30, 2021).

(2)

For fiscal 2021, the amount relates to the adoption of ASU 2016-13, “Financial Instruments – Credit Losses: Measurement of Credit Losses

on Financial Instruments”.

(3)

Includes cash dividends and dividend equivalent units declared on certain restricted stock units and restricted stock.

(4)

Excludes amounts related to contingently redeemable noncontrolling interests, which are separately classified outside of permanent equity

in the consolidated balance sheets.

See Accompanying Notes

WESTROCK COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended September 30,

(In millions) 2023 2022 2021

Operating activities:

Consolidated net (loss) income $ (1,644.2) $ 949.2 $ 842.5

Adjustments to reconcile consolidated net (loss) income to net

cash provided by operating activities:

Depreciation, depletion and amortization 1,535.8 1,488.6 1,460.0

Deferred income tax benefit (475.2) (98.2) (38.3)

Share-based compensation expense 64.2 93.3 88.6

401(k) match and company contribution in common stock — 2.5 136.1

Pension and other postretirement funding (more) less than cost (income) 16.5 (135.6) (111.5)

Cash surrender value increase in excess of premiums paid (38.2) (2.0) (49.4)

Equity in income of unconsolidated entities (3.4) (72.9) (40.9)

Gain on sale of RTS and Chattanooga (238.8) — —

Gain on sale of other businesses (11.2) — (16.5)

Gain on sale of investment — — (16.0)

Impairment of goodwill and mineral rights 1,893.0 26.0 —

Other impairment adjustments 637.1 325.5 34.6

(Gain) loss on disposal of plant, equipment and other, net (3.2) (17.5) 3.7

Other (34.4) (0.4) 13.8

Change in operating assets and liabilities, net of acquisitions and

divestitures:

Accounts receivable 407.1 (161.5) (428.9)

Inventories 107.8 (310.4) (200.0)

Other assets (263.9) 86.6 (372.6)

Accounts payable (280.3) 79.5 430.3

Income taxes 91.0 16.9 0.7

Accrued liabilities and other 68.2 (249.2) 543.7

Net cash provided by operating activities 1,827.9 2,020.4 2,279.9

Investing activities:

Capital expenditures (1,142.1) (862.6) (815.5)

Cash paid for purchase of businesses, net of cash acquired (853.5) (7.0) —

Proceeds from corporate owned life insurance 42.2 60.8 44.9

Proceeds from sale of RTS and Chattanooga, net 318.2 — —

Proceeds from sale of other businesses 27.6 — 58.5

Proceeds from currency forward contracts 23.2 — —

Proceeds from the sale of unconsolidated entities 53.4 — —

Proceeds from sale of investment — — 29.5

Proceeds from sale of property, plant and equipment 26.8 28.2 6.3

Proceeds from property, plant and equipment insurance settlement — 1.7 3.2

Other (3.0) 2.9 (2.9)

Net cash used for investing activities (1,507.2) (776.0) (676.0)

Financing activities:

Additions to revolving credit facilities 52.9 382.4 435.0

Repayments of revolving credit faci lities (344.2) (378.3) (415.0)

Additions to debt 1,836.4 888.2 259.9

Repayments of debt (1,720.8) (1,376.5) (1,544.3)

Changes in commercial paper, net 283.9 — —

Other debt (repayments) additions, net (7.1) 31.5 23.1

Purchases of common stock — (600.0) (122.4)

Cash dividends paid to stockholders (281.3) (259.5) (233.8)

Other (13.3) 30.9 17.1

Net cash used for financing activities (193.5) (1,281.3) (1,580.4)

Effect of exchange rate changes on cash, cash equi valents and restricted cash 6.0 6.2 16.3

Increase (decrease) in cash, cash equivalents and restricted cash 133.2 (30.7) 39.8

Cash, cash equivalents and restricted cash at beginning of period 260.2 290.9 251.1

Cash, cash equivalents and restricted cash at end of period $ 393.4 $ 260.2 $ 290.9

See Accompanying Notes

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

Description of Business

Unless the context otherwise re quires, “we”, “us”, “our”, “WestRock” and “the Company” refer to WestRock

Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with

our customers to provide differentiated, sustainable paper and packaging solutions that help them win in the

marketplace. Our team members support customers around the world from our operating and business locations in

North America, South America, Europe, Asia and Australia.

On September 29, 2023, we completed the sale of our Seven Hills mill joint venture in Lynchburg, VA and

received $11.0 million of cash proceeds, subject to certain customary adjustments, and recorded an aggregate pre-

tax net gain on sale of $4.3 million; $7.6 million was recorded in the Equity in income of unconsolidated entities line

item in our consolidated statements of operations that was partially offset by a $3.3 million loss on sale of property,

plant and equipment that was reco rded in cost of goods sold.

On September 8, 2023, we sold our interior partitions converting operations (our ownership interest in RTS

Packaging, LLC) and our Chattanooga, TN uncoated recycled paperboard mill to our joint venture partner and

received $318.2 million of net cash proceeds, including a preliminary working capital adjustment and other

customary adjustments. We recorded a pre-tax gain on sale of $238.8 million which is recorded in "Gain on sale of

RTS and Chattanooga" in our consolidated statements of operations, excluding divestiture costs. Divestiture costs

are expensed as incurred and recorded within Restructuring and other costs, net. See “Note 5. Restructuring and

Other Costs, Net” for additional information.

On June 16, 2023, we sold our ownership interest in an unconsolidated displays joint venture for $43.8 million

in cash and recorded a pre-tax gain on sale of $19.3 million recorded in the Equity in income of unconsolidated

entities line item in our consolidated statements of operations including a de minimis adjustment in the fourth

quarter.

On December 1, 2022, we completed our acquisition of the remaining 67.7% interest in Grupo Gondi for $969.8

million in cash and the assumption of debt. We accounted for this acquisition as a business combination resulting

in its consolidation. See “Note 3. Acquisitions” for additional information.

On December 1, 2022, we sold our Eaton, IN, and Aurora, IL uncoated recycled paperboard mills for $50 million,

subject to a working capital adjustment. We received proceeds of $25 million, a preliminary wo rking capital

settlement of $0.9 million and are financing the remaining $25 million. During the third quarter of fiscal 2023, we

recorded a de minimis final working capital adjustment. Pursuant to the terms of the sale agreement, we transferred

control of these mills to the buyer and recorded a pre-tax gain on sale of $11.2 million in Other (exp ense) income,

net in our consolidated statements of operations.

Transaction Agreement with Smurfit Kappa

On September 12, 2023, we entered into a Transaction Agreement with Smurfit Kappa, Cepheidway Limited

(to be renamed Smurfit WestRock plc), ListCo and Merger Sub. The Transaction Agreement provides, among other

things, and subject to the satisfaction or waiver of the conditions set forth therein, that (a) pursuant to the Scheme

each issued ordinary share of Smurfit Kappa will be exchanged for one ListCo Share, as a result of which Smurfit

Kappa will become a wholly owned subsidiary of ListCo, and (b) following the implementation of the Scheme,

Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned

subsidiary of ListCo. As a result of the Merger, each share of our Common Stock, with certain exceptions, will be

converted in to the right to receive one ListCo Share and $5.00 in cash. All shares owned by the Company, any

Company subsidiary, Smurfit Kappa, Merger Sub or any of their respective subsidiaries will be cancelled and will

cease to exist, and no consideration will be delivered in exchange therefor. The Transaction Agreement also

provides a mechanism for converting outstanding Company equity awards to ListCo awards. The Transaction is

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

expected to close in the second calendar quarter of 2024, conditional upon regulatory approvals, shareholder

approvals and satisfaction of other closing cond itions. We expect that the ListCo shares will be (i) registered under

the Securities Exchange Act of 1934, as amended, and listed on the NYSE and (ii) listed on the FCA and admitted

to trading on the main market for listed securities of LSE. Shares of our Common Stock will be delisted from the

NYSE and deregistered under the Exchange Act.

The Transaction is subject to certain conditions set forth in the Transaction Agreement, including, but not limited

to: certain regulatory clearances, approval by the shareholders and stockholders of both companies (75% or more

for Smurfit Kappa shareholders and a majority for our stockholders), the registration statement for the offer of ListCo

Shares being declared effective by the SEC and the approval of the ListCo Shares for listing on the NYSE.

The Transaction Agreement contains certain termination rights for both parties. Upon termination of the

Transaction Agreement under specified circumstances, including if our board changes or withdraws its

recommendation to our stockholders or willfully breaches its non-solicitation covenant, we will be required to make

a payment to Smurfit Kappa equal to $147 million in cash. If the Transaction Agreement is terminated in connection

with the failure to obtain our stockholders’ approval, we will be required to make a payment to Smurfit Kappa equal

to $57 million in cash. Smurfit Kappa will be required to make payments to us in connection with the termination of

the Transaction Agreement under specified circumstances.

The foregoing summary of the Transaction Agreement does not purport to be complete and is subject to and

qualified in its entirety by the full text of the Transaction Agreement.

Basis of Presentation and Principles of Consolidation

The preparation of financial statements in accordance with GAAP requires management to use judgment in the

application of accounting policies, including making estimates and assumptions. Actual results may differ from these

estimates.

The consolidated financial statements include the accounts of WestRock and our partially owned subsidiaries

for which we have a controlling financial interest, including variable interest entities for which we are the primary

beneficiary.

Equity investments in which we exercise significant influence but do not control and are not the primary

beneficiary are accounted for as equity method investments. Investments without a readily determinable value in

which we are not able to exercise significant influence over the investee are accounted for under the measurement

alternative (i.e., cost less impairment, adjusted for any qualifying observable price changes). Our investments

accounted for under the equity method or the measurement alternative method are not material either individually

or in the aggregate. We have eliminated all significant intercompany accounts and transactions. See “Note 8.

Segment Information” for additional information on our equity method investments.

Reclassifications and Adjustments

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

Immaterial Presentation Correction

In the third quarter of fiscal 2023, we evaluated our financing facilities, determined that the borrowings and

repayments for certain facilities should be presented gross instead of net within financing cash flow activities on our

consolidated statements of cash flows, and corrected the presentation of relevant prior period amounts. The

correction increased both Additions to debt and Repayments of debt by $385.0 million and increased both Additions

to revolving credit facilities and Repayments of revolving credit facilities by $5.0 million in fiscal 2022, resulting in

Additions to debt of $888.2 million, Repayments of debt of $1,376.5 million, Additions to revolving credit facilities of

$382.4 million and Repayments of revolving credit facilities of $378.3 million, with no change to Net cash used for

financing activities. The correction has no effect on the previously reported net cash flows from operating or

investing activities. Additionally, the correction did not impact cash flows reported for fiscal 2021. Management does

not believe the correction to be material to our current or previously filed financial statements.

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Ransomware Incident

As previously disclosed, on January 23, 2021, we detected a ransomware incident impacting certain of our

systems. Promptly upon our detection of this incident, we initiated response and containment protocols and our

security teams, supplemented by leading cyber defense firms, worked to remediate this incident. These actions

included taking preventative measures, such as shutting down certain systems out of an abundance of caution, as

well as taking steps to supplement existing security monitoring, scanning and protective measures. In our Form 10-

Q for the second quarter of fiscal 2021, we announced that all systems were back in service.

We undertook extensive efforts to identify, contain and recover from this incident quickly and securely. Our

teams worked to maintain our business operations and minimize the impact on our customers and team members.

In our Form 10-Q for the second quarter of fiscal 2021, we announced that all systems were back in service. All of

our mills and converting locations began producing and shipping paper and packaging at pre-ransomware levels in

March 2021 or earlier. Our mill system production was approximately 115,000 tons lower than planned for the

quarter ended March 31, 2021 as a result of this incident. While shipments from some of our facilities initially lagged

behind production levels, this gap closed as systems were restored during the second quarter of fiscal 2021. In

locations where technology issues were identifie d, we used alternative methods, in many cases manual methods,

to process and ship orders. We systematically brought our information systems back online in a controlled, phased

approach.

We estimated the pre-tax income impact of the lost sales and operational disruption of this incident on our

operations in the second quarter of fiscal 2021 was approximately $50 million, as well as approximately $20 million

of ransomware recovery costs, primarily professional fees. In addition, we incurred approximately $9 million of

ransomware recovery costs in the third quarter of fiscal 2021. In the fourth quarter of fiscal 2021, we recorded a

$15 million credit for preliminary recoveries – approximately $10 million as a reduction of SG&A expense excluding

intangible amortization and approximately $5 million as a reduction of Cost of goods sold. In fiscal 2022, we

recorded a $57.2 million credit for ransomware insurance recoveries, recording $50.6 million of business interruption

recoveries as a reduction of Cost of goods sold and $6.6 million of direct cost recoveries as a reduction of SG&A

expense excluding intangible amortization. In fiscal 2023, we recorded a $10. 0 million credit for ransomware

insurance recoveries as a reduction of Cost of goods sold. We present ransomware recoveries received as Net

cash provided by operating activities in our consolidated statements of cash flows. Our recoveries related to the

ransomware incide nt are now complete.

In order to contain and remediate the cybersecurity incident, we engaged a leading cybersecurity defense firm

to complete a forensics investigation and performed short-term mitigation actions in the latter half of 2021.

Mitigations performed included the execution of a company-wide password reset and the deployment of security

tooling across all our servers and workstations. Additionally, to address longer term security objectives, we

developed a multi-year security and resiliency roadmap, aimed to strengthen the company’s ability to detect,

respond, and recover from security incidents. This roadmap included initiatives to bolster our information security

posture across the enterprise, and to deploy technology and process improvements to allow for faster and more

effective incident response and recovery. More specifically, key areas of focus for the resiliency roadmap included:

strengthening security monitoring controls, improving security at our operating locations, automating identity and

access management, expanding third-party security, modernizing the network and file and print infrastructure, and

updating backup capabilities.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates

and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period. Actual results may

differ from those estimates, and the differences could be material.

We base our estimates on the current information available, our experiences and various other assumptions

believed to be reasonable under the circumstances. The process of determining significant estimates is fact specific

and takes into account factors such as historical experience, current and expected economic conditions, pricing

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

cycles relating to industry capacity, product mix, and in some cases, actuarial techniques. We regularly evaluate

these sign ificant factors and make adju stments where facts and circumstances dictate.

Revenue Recognition

We generally recognize revenue on a point-in-time basis when the customer takes title to the goods and

assumes the risks and rewards for the goods, which coincide with the transfer of control of our goods to the

customer. Additionally, we manu facture certain customized products that have no alternative use to us (since they

are made to specific customer specifications), and we believe that for certain customers we have a legally

enforceable right to payment for performance completed to date on these products, including a reasonable profit.

For products that meet these two criteria, we recognize revenue “over time”. This results in revenue recognition

prior to the date of shipment or title transfer for these products and results in the recognition of a contract asset

(unbilled receivables) with a corresponding reduction in finished goods inventory on our balance sheet.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods.

Our revenues are primarily derived from fixed consideration. However, we net provisions for discounts, returns,

allowances, customer rebates and other adjustments against our gross sales. Such adjustments are based on

historical experience which is consistent with the most likely method as provided in ASC 606 “Revenue from

Contracts with Customers” (“ASC 606”).

As permitted by ASC 606, we have elected to treat costs associated with obtaining new contracts as expenses

when incurred if the amortization period of the asset we would recognize is one year or less. We do not record

interest income when the difference in timing of control transfer and customer payment is one year or less. We also

account for sales and other taxes that are imposed on and concurrent with individual revenue-producing

transactions between a customer and us on a net basis which excludes the taxes from our net sales.

Shipping and Handling Costs

We classify shipping and handling costs, such as freight to our customers’ destinations, as a component of cost

of goods sold. When shipping and handling costs are included in the sales price charged for our products, they are

recognized in net sales since we treat shipping and handling as fulfilment activities.

Cash Equivalents

We consider all highly liquid investments that mature three months or less from the date of purchase to be cash

equivalents. The carrying amounts of our cash and cash equivalents approximate fair market values. We place our

cash and cash equivalents primarily with large credit-worthy banks, which limits the amount of our credit exposure.

Accounts Receivable and Allowances

We derive our accounts receivable from revenue earned from customers located primarily in North America,

South America, Europe, Asia and Australia. Given our diverse customer base, we have limited exposure to credit

loss from any particular customer or industry segment, and hence we generally do not require collateral. We perform

an evaluation of lifetime expected credit losses inherent in our accounts receivable at each balance sheet date.

Such an evaluation includes consideration of historical loss experience, trends in customer payment frequency,

present economic conditions, and judgment about the future financial health of our customers and industry sector.

The average of our receivables collection is within 30 to 60 days. We are a party to accounts rece ivable monetization

agreements to sell to th ird-party financial institutions all of the short-term receivables generated from certain

customer trade accounts. See “Note 13. Fair Value — Accounts Receivable Monetization Agreements” for

additional information.

We state accounts receivable at the amount owed by the customer, net of an allowance for estimated credit

impairment losses, returns and allowances, cash discounts and other adjustments. We do not discount acco unts

receivable because we generally collect accounts receivable over a relatively short time. We charge off receivables

when they are determined to be no longer collectible. We recorded credit impairment losses of $5.9 million and $4.6

million in fiscal 2023 and 2022, respectively, and income of $9.4 million in fiscal 2021.

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table represents a summary of the changes in the reserve for allowance for estimated credit

impairment losses, returns and allowances, and cash discounts for fiscal 2023, 2022 and 2021 (in millions):

2023 2022 2021

Balance at beginning of fiscal year $ 66.3 $ 68.1 $ 66.3

Reduction in sales and charges to costs and expenses 252.0 261.9 236.5

Deductions (258.1) (263.7 ) (234.7)

Balance at end of fiscal year $ 60.2 $ 66.3 $ 68.1

Inventories

We value our U.S. inventories at the lower of cost or market, with cost for the majority of our U.S. inventories

determined on the last-in first-out (“LIFO”) basis. We value all other inventories at the lower of cost and net realizable

value, with cost determined using methods that approximate cost computed on a first-in first-out inventory valuation

method (“FIFO”) basis. These other inventories are primarily foreign inventories, distribution business inventories,

spare parts inventories and certain inventoried supplies and aggregate to approximately 43% and 35% of FIFO cost

of all inventory at September 30, 2023 and 2022, respectively. The increase in fiscal 2023 is primarily due to the

Mexico Acqu isition. See “Note 10. Inventories” for additional information.

Prior to the application of the LIFO method, our U.S. operating divisions use a variety of methods to estimate

the FIFO cost of their finished goods inventories. Such methods include standard costs, or average costs computed

by dividing the actual cost of goods manufacture d by the tons produced and multiplying this amount by the tons of

inventory on hand. Variances and other unusual items are analyzed to determine whether it is appropriate to include

those items in the value of inventory. Examples of variances and unusual items that are considered to be current

period charges include, but are not limited to, production levels, freight, handling costs, and wasted materials

(spoilage) that are determined to be abnormal. Costs include raw materials and supplies, direct labor, indirect labor

related to the manufacturing process, and depreciation and other factory overheads. Our inventoried spare parts

are measured at average cost.

Leased Assets

When adopting the provisions of ASC 842, “Leases” we elected the package of three practical expedients

permitted within the standard pursuant to wh ich we did not reassess initial direct costs, lease classification or

whether our contracts contain or are leases. We lease various real estate, including certain operating facilities,

warehouses, office space and land. We also lease material handling equipment, vehicles and certain other

equipment. We record our operating lease right-of-use (“ROU”) assets and liabilities at the commencement date of

the lease based on the present value of lease payments over the lease term.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our

obligation to make lease payments arising from the lease. Our leases may include options to extend or terminate

the lease. These options to extend are included in the lease term when it is reasonably certain that we will exercise

that option. While some leases provide for variable payments, they are not included in the ROU assets and liabilities

because they are not based on an index or rate. Variable payments for real estate leases primarily relate to common

area maintenance, insurance, taxes and utilities. Variable payments for equipment, vehicles and leases within

supply agreements primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily

determinable for our leases, we apply a portfolio approach using an estimated incremental borrowing rate to

determine the initial present value of lease payments over the lease terms on a collateralized basis over a similar

term, which is based on market and company specific information. We use the unsecured borrowing rate and risk-

adjust that rate to approximate a collateralized rate, and apply the rate based on the currency of the lease, which

is updated on a monthly basis for measurement of new lease liabilities.

We have made an accounting policy election to not recognize an ROU asset and liability for leases wit h a term

of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that we are

reasonably certain to exercise. In addition, the Company has applied the practical expedient to account for the lease

and non-lease components as a single lease component for all of the Company's leases. See “Note 15. Leases”

for additional information.

WESTROCK COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property, Plant and Equipment

We record property, plant and equipment at cost less accumulated depreciation. Cost includes major

expenditures for improvements and replacements that extend useful lives, increase capacity, increase revenues or

reduce costs, while normal maintenance and repairs are expensed as incurred. For financial reporting purposes,

we provide depreciation and amortization primarily on a straight-line method generally over the estimated useful

lives of the assets as follows:

Buildings and building improvements 15-40 years

Machinery and equipment 3-25 years

Transportation equipment 3-8 years

Generally, our machinery and equipment have estimated useful lives between 3 and 25 years; however, select

portions of machinery and equipment primarily at our mills have estimated useful lives up to 44 years. Greater than

90% of the cost of our mill assets have useful lives of 25 years or less. Leasehold improvements are depreciated

over the shorter of the asset life or the lease term, generally between 3 and 10 years.

Goodwill

In accordance with ASC 350, we review the carrying value of our goodwill annually at the beginning of the fourth

quarter of each fiscal year, or more often if events or changes in circumstances indicate that the carrying amount

may exceed fair value. We test goodwill for impairment at the reporting unit leve l, which is an operating segment or

one level below an operating segment, referred to as a component. A component of an operating segment is a

reporting unit if the component constitutes a business for which discrete financial information is available and

segment management regularly reviews the operating results of that component. However, two or more

components of an operating segment are aggregated and deemed a single reporting unit if the components have

similar economic characteristics. The amount of goodwill acquired in a business combination that is assigned to

one or more reporting units as of the acquisition date is the excess of the purchase price of the acquired businesses

(or portion thereof) included in the reporting unit, over the fair value assigned to the in dividual assets acquired or

liabilities assumed from a market participant perspective. Goodwill is assigned to the reporting unit(s) expected to

benefit from the synergies of the combination even though other assets or liabilities of the acquired entity may not

be assigned to that reporting unit. We determine recoverability by comparing the estimated fair value of the reporting

unit to which the goodwill applies to the carrying value, including goodwill, of that reporting unit. We determine the

fair value of each reporting unit using the present value of expected cash flows (“Income Approach”) or, as

appropriate, a combination of the Income Approach and the guideline public company method (“Market

Approach”).