WestRock : 2021 WestRock Annual Report

20 21

ANNUAL REPORT

BOARD OF DIRECTORS

COLLEEN F. ARNOLD

Former Senior Vice President

IBM

Compensation Committee,

Nominating and Corporate Governance Committee

TIMOTHY J. BERNLOHR

Managing Member

TJB Management Consulting, LLC

Executive Committee, Audit Committee, Compensation Committee

J. POWELL BROWN

President and Chief Executive Officer

Brown & Brown, Inc.

Nominating and Corporate Governance Committee, Finance Committee

TERRELL K. CREWS

Former Executive Vice President

and Chief Financial Officer

Monsanto Corporation

Audit Committee, Finance Committee

RUSSELL M. CURREY

President

Boxwood Capital, LLC

Audit Committee, Finance Committee

SUZAN F. HARRISON

Former President

Global Oral Care, Colgate-Palmolive Company

Audit Committee, Finance Committee

JOHN A. LUKE JR.

(Non-Executive Chairman)

Former Chairman and Chief Executive Officer

MeadWestVaco Corporation

Executive Committee

GRACIA C. MARTORE

Former President and Chief Executive Officer

TEGNA, Inc.

Executive Committee, Audit Committee, Compensation Committee

JAMES E. NEVELS

Chairman

The Swarthmore Group

Compensation Committee,

Nominating and Corporate Governance Committee

DAVID B. SEWELL

President and Chief Executive Officer

Executive Committee

BETTINA M. WHYTE

President and Owner

Bettina Whyte Consultants, LLC

Compensation Committee,

Nominating and Corporate Governance Committee

ALAN D. WILSON

(Lead Independent Director)

Former Chairman and Chief Executive Officer

McCormick & Company, Inc.

Executive Committee, Nominating and Corporate Governance Committee, Finance Committee

CORPORATE LEADERSHIP

DAVID B. SEWELL

President and Chief Executive Officer

PETER W. ANDERSON

Chief Supply Chain Officer

DONNA OWENS COX

Chief Communications Officer

AMIR A. KAZMI

Chief Information and Digital Officer

VICKI L. LOSTETTER

Chief Human Resources Officer

JULIA A. MCCONNELL

Senior Vice President and

Chief Accounting Officer

ROBERT B. MCINTOSH

Executive Vice President,

General Counsel and Secretary

TIMOTHY W. MURPHY

Senior Vice President and Treasurer

ALEXANDER PEASE

Executive Vice President

and Chief Financial Officer

BUSINESS LEADERSHIP

PETER C. DURETTE

President

Corrugated Packaging

PATRICK M. KIVITS

President

Consumer Packaging

PATRICK E. LINDNER

President

Commercial, Innovation

and Sustainability

JAIRO A. LORENZATTO

President

Brazil

SCOTT E. MACDONALD

President

Victory Packaging

JOHN L. O'NEAL

President

Global Paper

THOMAS M. STIGERS

President

Mill Operations

DAVID B. SEWELL

President and Chief Executive Officer

DEAR FELLOW STOCKHOLDERS:

This past fiscal year was certainly one for the record. The WestRock team delivered record revenue while navigating through the challenges of the pandemic, ransomware, inflation and supply chain disruptions. We successfully managed through it all with a focus on partnering with our customers and helping them navigate this changing environment.

In the midst of all of the events in fiscal 2021, I am pleased to report that our business remains very strong. WestRock serves a wide range of end markets with the broadest portfolio of packaging solutions in the industry, and this provides us with greater opportunity and flexibility to focus on growing markets where customers value our differentiation. We are more resilient because of our broad mix of products and customers, and our unique capabilities and manufacturing footprint enable us to serve our customers' needs for primary, secondary and tertiary packaging solutions.

FISCAL 2021 HIGHLIGHTS

Fiscal 2021 was a year of opportunities and challenges. Demand was very strong across most of our end markets, and we delivered net sales for the year of $18.7 billion and Adjusted Segment EBITDA of $3 billion.

We generated Adjusted Free Cash Flow of $1.5 billion, the sixth consecutive year in which we generated more than $1 billion in Adjusted Free Cash Flow. We reduced Adjusted Net Debt by $1.3 billion to $7.7 billion and returned to our targeted debt ratio ahead of schedule.

Given our consistent free cash flow generation, we increased our dividend, raising it 20% in May and then again in November, for a total increase of 25% since February. We also repurchased $122 million of stock, or 2.4 million shares.

During fiscal 2021, we completed our investments at our mills in Florence, South Carolina, and Tres Barras, Brazil. We will continue to realize increasing benefits from

these investments in fiscal 2022	and beyond.
As I reflect on our performance in	fiscal 2021, I am	impressed by and grateful for
the resilience and dedication of the WestRock team. This team remained focused
on safety and worked together to provide the sustainable, fiber-based paper and
packaging solutions our customers need.
LEADING IN SUSTAINABILITY
We also advanced our sustainability efforts during	fiscal 2021.

Many of our consumer brand customers face growing demands for sustainable packaging. Others are seeking new ways to improve their supply chain and reduce the materials in their packaging to increase efficiency. Regardless of the need, WestRock is unique in our ability to provide a wide variety of sustainable packaging solutions with the broadest portfolio of products in our industry. In addition, we are investing in innovative materials science and design capabilities to ensure we remain on the forefront in addressing this sustainable packaging demand.

As we help our customers with their sustainability goals, we are also focused on
improving the sustainability of our own operations. This year, WestRock confirmed
our commitment to reducing greenhouse gas emissions. We are working with	1

the Science Based Targets initiative (SBTi) to set a new greenhouse gas emissions reduction target that is aligned with climate science.

Our overall sustainability performance is garnering recognition. WestRock was recently named to the Dow Jones Sustainability Index for North America for the second consecutive year and was awarded the American Paper and Packaging Association 2021 Sustainability Awards for leadership in safety and sustainability. WestRock also earned top marks in the Human Rights Campaign's Corporate Equality Index as a best place to work for LGBTQ Equality and was named to FORTUNE magazine's list of the World's Most Admired Companies for the sixth consecutive year.

LOOKING FORWARD

We have momentum entering fiscal 2022, and we are well-positioned for record performance. We have strong demand and great opportunities to grow our company and improve our results while providing value to our customers and shareholders. As we report on our results in the future, we will do so as four new segments: Corrugated Packaging, Consumer Packaging, Paper and Distribution. This structure better aligns our reporting to the way we are running our company and will provide greater clarity into the performance of each area. I look forward to sharing more about our progress in the future.

At WestRock, we are working to leverage the power of the enterprise and the broadest portfolio of fiber-based packaging solutions, and we are making the investments needed to lead in sustainability and accelerate our innovation platform. As we do this, we remain disciplined in our capital allocation strategy and will look to use our strong cash flow to create shareholder value.

On behalf of the board of directors and my WestRock teammates, I want to thank you for your interest and investment in WestRock. And a special thanks to the incredible WestRock team for all that you do every day to make WestRock successful.

The future is bright at WestRock, and I am looking forward to the great things ahead for our Company.

Sincerely,

David B. Sewell

President and Chief Executive Officer

	The non-GAAP financial measures Adjusted Segment EBITDA, Adjusted Free Cash Flow and Adjusted Net Debt are referenced in this letter. See
2	Appendix A for a discussion of our use of forward-looking statements and non-GAAP financial measures, including reconciliations of those measures to
GAAP financial measures.

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, 2021

OR

• 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	(I.R.S. Employer
Incorporation or Organization)	Identification No.)
1000 Abernathy Road NE, Atlanta, Georgia	30328
(Address of Principal Executive Offices)	(Zip Code)

Registrant's Telephone Number, Including Area Code: [phone]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share		WRK	New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known		defined in Rule 405 of the Securities Act. Yes ☒	No ☐
seasoned issuer, as
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 mark 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. ☒

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, 2021 (based on the closing price per share as reported on the New York Stock Exchange on such date), was approximately $13,705 million.

As of November 5, 2021, the registrant had 265,001,543 shares of Common Stock, par value $0.01 per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 28, 2022 are incorporated by reference in Part III.