(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report.)

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
(In millions, except per share data)	2020			2019			2020			2019			2021			2020			2021			2020

Net sales	$	4,236.3		$	4,690.0		$	13,107.3		$	13,637.4		$	4,437.8		$	4,447.3		$	8,839.3		$	8,871.0
Cost of goods sold		3,466.3			3,701.1			10,723.5			10,967.1			3,688.2			3,642.5			7,336.8			7,257.2
Gross profit		770.0			988.9			2,383.8			2,670.3			749.6			804.8			1,502.5			1,613.8
Selling, general and administrative, excluding intangible amortization		390.1			442.4			1,234.4			1,287.4			458.4			418.6			876.2			844.3
Selling, general and administrative intangible amortization		99.6			102.4			301.5			297.7			88.6			100.1			180.5			201.9
Loss (gain) on disposal of assets		1.0			6.5			(5.9	)		(37.3	)		0.3			(5.6	)		2.8			(6.9	)
Multiemployer pension withdrawal income		(2.0	)		(1.7	)		(1.1	)		(1.7	)
Land and Development impairments		—			—			—			13.0
Multiemployer pension withdrawal expense														—			0.9			—			0.9
Restructuring and other costs		9.7			17.9			56.2			107.1			5.2			16.4			12.9			46.5
Operating profit		271.6			421.4			798.7			1,004.1			197.1			274.4			430.1			527.1
Interest expense, net		(92.4	)		(111.1	)		(283.2	)		(317.3	)		(83.5	)		(97.3	)		(177.3	)		(190.8	)
Loss on extinguishment of debt		(0.6	)		(3.2	)		(1.1	)		(4.7	)		—			(0.5	)		(1.1	)		(0.5	)
Pension and other postretirement non-service income		25.6			18.9			78.4			54.9			35.0			26.1			69.9			52.8
Other (expense) income, net		(5.0	)		3.7			(9.6	)		(2.3	)		(13.4	)		(0.9	)		7.4			(4.6	)
Equity in income of unconsolidated entities		—			1.7			8.7			8.3			9.7			4.9			18.7			8.7
Income before income taxes		199.2			331.4			591.9			743.0			144.9			206.7			347.7			392.7
Income tax expense		(19.2	)		(77.6	)		(123.5	)		(187.5	)		(30.5	)		(57.8	)		(80.8	)		(104.3	)
Consolidated net income		180.0			253.8			468.4			555.5			114.4			148.9			266.9			288.4
Less: Net income attributable to noncontrolling interests		(1.5	)		(1.2	)		(3.3	)		(3.4	)		(1.9	)		(0.8	)		(2.4	)		(1.8	)
Net income attributable to common stockholders	$	178.5		$	252.6		$	465.1		$	552.1		$	112.5		$	148.1		$	264.5		$	286.6

Basic earnings per share attributable to common stockholders	$	0.69		$	0.98		$	1.80		$	2.15		$	0.42		$	0.57		$	1.00		$	1.11
Diluted earnings per share attributable to common stockholders	$	0.69		$	0.98		$	1.79		$	2.13		$	0.42		$	0.57		$	0.99		$	1.10

Basic weighted average shares outstanding		259.4			257.3			258.9			256.2			264.9			259.0			263.8			258.6
Diluted weighted average shares outstanding		260.4			258.6			260.2			259.1			267.0			260.2			265.9			260.1

Cash dividends paid per common share	$	0.20		$	0.455		$	1.13		$	1.365

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
(In millions)	2020			2019			2020			2019			2021			2020			2021			2020

Consolidated net income	$	180.0		$	253.8		$	468.4		$	555.5		$	114.4		$	148.9		$	266.9		$	288.4
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		21.6			25.4			(265.5	)		(14.3	)
Other comprehensive income, net of tax:
Foreign currency translation (loss) gain														(87.2	)		(387.5	)		109.7			(287.1	)
Derivatives:
Deferred loss on cash flow hedges		(0.7	)		—			(10.1	)		—			—			(8.9	)		(0.1	)		(9.4	)
Reclassification adjustment of net loss on cash flow hedges included in earnings		1.0			—			2.2			—			1.4			2.5			2.9			1.2
Defined benefit pension and other postretirement benefit plans:
Amortization and settlement recognition of net actuarial loss, included in pension cost		9.0			4.5			26.2			12.6			5.8			8.5			11.4			17.2
Amortization and settlement recognition of prior service cost, included in pension cost		1.0			0.4			2.5			1.3			1.0			1.0			2.1			1.5
Other comprehensive income (loss), net of tax		31.9			30.3			(244.7	)		(0.4	)
Comprehensive income		211.9			284.1			223.7			555.1
Other comprehensive (loss) income, net of tax														(79.0	)		(384.4	)		126.0			(276.6	)
Comprehensive income (loss)														35.4			(235.5	)		392.9			11.8
Less: Comprehensive income attributable to noncontrolling interests		(1.8	)		(1.4	)		(3.4	)		(3.1	)		(1.9	)		(0.5	)		(2.8	)		(1.6	)
Comprehensive income attributable to common stockholders	$	210.1		$	282.7		$	220.3		$	552.0
Comprehensive income (loss) attributable to common stockholders													$	33.5		$	(236.0	)	$	390.1		$	10.2

(In millions, except per share data)	June 30, 2020			September 30, 2019			March 31, 2021			September 30, 2020

ASSETS
Current assets:
Cash and cash equivalents	$	291.5		$	151.6		$	334.0		$	251.1
Accounts receivable (net of allowances of $72.0 and $53.2)		2,083.2			2,193.2
Accounts receivable (net of allowances of $71.5 and $66.3)								2,416.2			2,142.7
Inventories		2,137.7			2,107.5			2,090.9			2,023.4
Other current assets		490.2			496.2			529.8			520.5
Assets held for sale		3.3			25.8			13.7			7.0
Total current assets		5,005.9			4,974.3			5,384.6			4,944.7
Property, plant and equipment, net		10,922.6			11,189.5			10,572.5			10,778.9
Goodwill		7,270.5			7,285.6			5,959.1			5,962.2
Intangibles, net		3,749.4			4,059.5			3,499.9			3,667.2
Restricted assets held by special purpose entities		1,269.2			1,274.3			1,264.0			1,267.5
Prepaid pension asset		305.9			224.7			436.8			368.7
Other assets		1,754.1			1,148.8			1,855.0			1,790.5
Total Assets	$	30,277.6		$	30,156.7		$	28,971.9		$	28,779.7

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt	$	213.1		$	561.1		$	549.5		$	222.9
Accounts payable		1,513.5			1,831.8			1,796.8			1,674.2
Accrued compensation and benefits		377.2			470.4			515.1			386.7
Other current liabilities		683.1			571.8			691.3			645.1
Total current liabilities		2,786.9			3,435.1			3,552.7			2,928.9
Long-term debt due after one year		9,840.3			9,502.3			8,393.1			9,207.7
Pension liabilities, net of current portion		271.3			294.0			298.5			305.2
Postretirement benefit liabilities, net of current portion		151.9			162.1			147.0			145.4
Non-recourse liabilities held by special purpose entities		1,138.7			1,145.2			1,132.0			1,136.5
Deferred income taxes		2,888.2			2,878.0			2,872.6			2,916.9
Other long-term liabilities		1,468.8			1,053.9			1,503.8			1,490.3
Commitments and contingencies (Note 14)
Commitments and contingencies (Note 13)
Redeemable noncontrolling interests		1.6			1.9			2.2			1.3
Equity:
Preferred stock, $0.01 par value; 30.0 million shares authorized; 0 shares outstanding		—			—			0			0
Common Stock, $0.01 par value; 600.0 million shares authorized; 259.5 million and 257.8 million shares outstanding at June 30, 2020 and September 30, 2019, respectively		2.6			2.6
Common Stock, $0.01 par value; 600.0 million shares authorized; 265.9 million and 260.4 million shares outstanding at March 31, 2021 and September 30, 2020, respectively								2.7			2.6
Capital in excess of par value		10,857.6			10,739.4			11,057.5			10,916.3
Retained earnings		2,240.3			1,997.1			1,186.0			1,031.6
Accumulated other comprehensive loss		(1,387.4	)		(1,069.2	)		(1,194.3	)		(1,319.9	)
Total stockholders’ equity		11,713.1			11,669.9			11,051.9			10,630.6
Noncontrolling interests		16.8			14.3			18.1			16.9
Total equity		11,729.9			11,684.2			11,070.0			10,647.5
Total Liabilities and Equity	$	30,277.6		$	30,156.7		$	28,971.9		$	28,779.7

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
(In millions, except per share data)	2020			2019			2020			2019			2021			2020			2021			2020

Number of Shares of Common Stock Outstanding:
Balance at beginning of period		259.2			256.9			257.8			253.5			263.3			258.4			260.4			257.8
Shares issued under restricted stock plan		0.1			—			0.9			3.0
Issuance of common stock, net of stock received for minimum tax withholdings ⁽¹⁾		0.2			0.4			0.8			2.9
Purchases of common stock		—			—			—			(2.1	)
Issuance of common stock, net of stock received for tax withholdings														2.6			0.8			5.5			1.4
Balance at end of period		259.5			257.3			259.5			257.3			265.9			259.2			265.9			259.2
Common Stock:
Balance at beginning of period	$	2.6		$	2.6		$	2.6		$	2.5		$	2.6		$	2.6		$	2.6		$	2.6
Issuance of common stock, net of stock received for minimum tax withholdings ⁽¹⁾		—			—			—			0.1
Issuance of common stock, net of stock received for tax withholdings														0.1			—			0.1			—
Balance at end of period		2.6			2.6			2.6			2.6			2.7			2.6			2.7			2.6
Capital in Excess of Par Value:
Balance at beginning of period		10,784.4			10,692.5			10,739.4			10,588.9			10,949.4			10,770.0			10,916.3			10,739.4
Compensation expense under share-based plans		68.9			15.9			98.4			52.0			31.0			16.0			50.9			29.5
Issuance of common stock, net of stock received for minimum tax withholdings ⁽¹⁾		4.3			7.0			19.8			89.9
Fair value of share-based awards issued in business combinations		—			—			—			70.8
Purchases of common stock		—			—			—			(86.2	)
Issuance of common stock, net of stock received for tax withholdings														77.1			(1.6	)		90.3			15.5
Balance at end of period		10,857.6			10,715.4			10,857.6			10,715.4			11,057.5			10,784.4			11,057.5			10,784.4
Retained Earnings:
Balance at beginning of period		2,114.4			1,671.2			1,997.1			1,573.3			1,126.3			2,087.5			1,031.6			1,997.1
Adoption of accounting standards⁽²⁾		—			—			73.5			43.5
Adoption of accounting standards⁽¹⁾														—			—			(3.8	)		73.5
Net income attributable to common stockholders		178.5			252.6			465.1			552.1			112.5			148.1			264.5			286.6
Dividends declared (per share - $0.20, $0.455, $1.13 and $1.365) ⁽³⁾		(52.6	)		(118.7	)		(295.4	)		(361.0	)
Issuance of common stock, net of stock received for minimum tax withholdings		—			—			—			(0.4	)
Purchases of common stock		—			—			—			(2.4	)
Dividends declared (per share - $0.20, $0.465, $0.40 and $0.93) ⁽²⁾														(52.6	)		(121.2	)		(106.1	)		(242.8	)
Issuance of common stock, net of stock received for tax withholdings														(0.2	)		—			(0.2	)		—
Balance at end of period		2,240.3			1,805.1			2,240.3			1,805.1			1,186.0			2,114.4			1,186.0			2,114.4
Accumulated Other Comprehensive Loss:
Balance at beginning of period		(1,419.0	)		(725.5	)		(1,069.2	)		(695.3	)		(1,115.3	)		(1,034.9	)		(1,319.9	)		(1,069.2	)
Adoption of ASU 2018-02 reclassification of stranded tax effects resulting from Tax Reform		—			—			(73.4	)		—
Other comprehensive income (loss), net of tax		31.6			30.1			(244.8	)		(0.1	)
Adoption of accounting standards⁽¹⁾														—			—			—			(73.4	)
Other comprehensive (loss) income, net of tax														(79.0	)		(384.1	)		125.6			(276.4	)
Balance at end of period		(1,387.4	)		(695.4	)		(1,387.4	)		(695.4	)		(1,194.3	)		(1,419.0	)		(1,194.3	)		(1,419.0	)
Total Stockholders’ equity		11,713.1			11,827.7			11,713.1			11,827.7			11,051.9			11,482.4			11,051.9			11,482.4
Noncontrolling Interests: ⁽⁴⁾
Noncontrolling Interests: ⁽³⁾
Balance at beginning of period		15.6			12.8			14.3			13.0			17.1			15.3			16.9			14.3
Net income		1.2			0.9			2.5			2.3			1.0			0.3			1.2			1.3
Contributions		—			—			—			0.2
Distributions and adjustments to noncontrolling interests		—			(0.1	)		—			(1.9	)
Balance at end of period		16.8			13.6			16.8			13.6			18.1			15.6			18.1			15.6
Total equity	$	11,729.9		$	11,841.3		$	11,729.9		$	11,841.3		$	11,070.0		$	11,498.0		$	11,070.0		$	11,498.0

	Nine Months Ended						Six Months Ended
	June 30,						March 31,
(In millions)	2020			2019			2021			2020

Operating activities:
Consolidated net income	$	468.4		$	555.5		$	266.9		$	288.4
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization		1,121.4			1,128.1			725.9			755.7
Cost of real estate sold		16.1			17.3			—			16.1
Deferred income tax expense		16.1			36.4
Deferred income tax (benefit) expense								(54.6	)		11.4
Share-based compensation expense		98.4			51.3			51.1			29.6
401(k) match and company contribution in common stock								89.5			—
Pension and other postretirement funding more than expense (income)		(60.7	)		(44.3	)		(56.1	)		(41.1	)
Multiemployer pension withdrawal income		(1.1	)		(1.7	)
Land and Development impairments		—			13.0
Gain on sale of sawmill								(16.5	)		—
Gain on sale of investment								(14.7	)		—
Multiemployer pension withdrawal expense								—			0.9
Other impairment adjustments		2.2			10.5			22.5			2.2
Gain on disposal of plant and equipment and other, net		(5.5	)		(39.2	)
Loss (gain) on disposal of plant and equipment and other, net								2.8			(6.2	)
Other, net		(33.4	)		(61.5	)		(53.1	)		(11.3	)
Change in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable		82.4			93.9			(257.0	)		(60.4	)
Inventories		(70.7	)		(39.5	)		(79.9	)		(63.2	)
Other assets		(98.3	)		(171.7	)		(126.6	)		(132.9	)
Accounts payable		(240.1	)		(126.3	)		111.5			(106.7	)
Income taxes		15.7			(29.5	)		52.7			17.7
Accrued liabilities and other		28.1			7.3			187.2			(101.4	)
Net cash provided by operating activities		1,339.0			1,399.6			851.6			598.8
Investing activities:
Capital expenditures		(860.2	)		(976.8	)		(303.0	)		(616.2	)
Cash paid related to business combinations, net of cash acquired		—			(3,368.3	)
Investment in unconsolidated entities		(1.0	)		(10.4	)		(0.1	)		(0.7	)
Proceeds from sale of sawmill								58.5			—
Proceeds from sale of investments								28.3			—
Proceeds from sale of property, plant and equipment		22.5			108.3			3.1			21.3
Proceeds from property, plant and equipment insurance settlement		2.4			16.5			1.7			1.4
Other, net		10.9			30.0			16.3			4.9
Net cash used for investing activities		(825.4	)		(4,200.7	)		(195.2	)		(589.3	)
Financing activities:
Proceeds from issuance of notes		598.6			2,498.2
Additions to revolving credit facilities		413.0			192.2			395.0			375.0
Repayments of revolving credit facilities		(478.2	)		(177.2	)		(275.0	)		(65.0	)
Additions to debt		683.1			4,441.0			255.2			580.1
Repayments of debt		(1,195.8	)		(4,665.0	)		(857.0	)		(208.2	)
(Repayments) additions to commercial paper, net		(9.3	)		445.6
Other debt (repayments) additions, net		(69.2	)		45.9
Issuances of common stock, net of related minimum tax withholdings		16.7			8.6
Purchases of common stock		—			(88.6	)
Repayments of commercial paper, net								—			(34.8	)
Other debt additions, net								7.0			85.9
Issuances of common stock, net of related tax withholdings								0.2			13.4
Cash dividends paid to stockholders		(292.6	)		(350.7	)		(105.8	)		(240.7	)
Cash distributions paid to noncontrolling interests		(1.4	)		(3.4	)		(0.7	)		(0.7	)
Other, net		(17.0	)		(7.1	)		(3.5	)		2.1
Net cash (used for) provided by financing activities		(352.1	)		2,339.5			(584.6	)		507.1
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(21.6	)		3.9			11.1			(28.0	)
Increase (decrease) in cash, cash equivalents and restricted cash		139.9			(457.7	)
Increase in cash, cash equivalents and restricted cash								82.9			488.6
Cash, cash equivalents and restricted cash at beginning of period		151.6			636.8			251.1			151.6
Cash, cash equivalents and restricted cash at end of period	$	291.5		$	179.1		$	334.0		$	640.2

	Nine Months Ended				Six Months Ended
	June 30,				March 31,
(In millions)	2020		2019		2021		2020

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net of refunds	$	90.9	$	178.1	$	82.2	$	75.1
Interest, net of amounts capitalized	$	251.4	$	249.9	$	174.7	$	204.4

~~The adoption of ASC 842,~~ ~~Leases, resulted in recognition of non-cash right-of-use (“ROU”) assets and non-cash operating lease liabilities. See “Note 13. Leases” for more information on the impact of this adoption.~~

~~Liabilities assumed in the nine months ended June 30, 2019 primarily relate to the~~ ~~KapStone Acquisition (as hereinafter defined). See “Note 3. Acquisitions” for more information~~.

For the Three and ~~Nine~~Six Month Periods Ended ~~June 30, 2020~~March 31, 2021

Unless the context otherwise requires, “we”, “us”, “our”, “WestRock” and “the Company” refer to the business of WestRock Company, its wholly-owned subsidiaries and its partially-owned consolidated subsidiaries.

We are a multinational provider of sustainable fiber-based paper and packaging ~~solutions for consumer and corrugated packaging markets.~~solutions. We partner with our customers to provide differentiated 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.

Our independent registered public accounting firm has not audited ~~our~~the accompanying interim financial statements. We derived the condensed consolidated balance sheet at September 30, ~~2019~~2020 from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, ~~2019~~2020 (the “Fiscal ~~2019~~2020 Form 10-K”). In the opinion of our management, the condensed consolidated financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of our statements of income for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ our statements of comprehensive income (loss) for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ our balance sheets at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, our statements of cash flows for the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ and our statements of equity for the three and ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 and ~~June 30, 2019.~~March 31, 2020.

We have condensed or omitted certain notes and other information from the interim financial statements presented in this report. Therefore, these interim financial statements should be read in conjunction with the Fiscal ~~2019~~2020 Form 10-K. The results for the three and ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 are not necessarily indicative of results that may be expected for the full year.

~~During fiscal 2020, we evaluated our revolving credit facilities and determined that~~Certain amounts in prior periods have been reclassified to conform with the ~~borrowings and repayments for certain facilities should be presented gross instead of net on the condensed consolidated statements of cash flow and corrected the presentation of the prior~~current year ~~by an immaterial amount.~~presentation.

The global impact of the COVID-19 pandemic (“COVID-19”) continues to ~~evolve rapidly.~~evolve. The pandemic has affected our operational and financial performance and the extent of its effect on our operational and financial performance will continue to depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact (including the distribution and effectiveness of vaccines), and the direct and indirect economic effects of the pandemic and related containment measures, among others.

At ~~June 30, 2020,~~March 31, 2021, we evaluated the then current economic environment, including our ~~current~~ assessment of the impact of COVID-19, as well as the ransomware incident discussed below, and there were no indicators of impairment of our long-lived assets, including goodwill, that required a quantitative test to be performed. Our estimates involve numerous assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry and global economic factors, interest rate environment and future business strategy. Accordingly, our accounting estimates may materially change from period to period due to changing market factors, including those driven by COVID-19. We will continue to monitor future events, changes in circumstances and the potential impact thereof, including performing ~~our annual~~interim goodwill impairment ~~assessment in the fourth quarter of fiscal 2020.~~assessments, as warranted. If actual results are not consistent with our assumptions and estimates, we may be exposed to impairment losses that could be material. See “Note 1. Description of Business and Summary of Significant Accounting Policies — Goodwill and Long-Lived Assets” in the Fiscal 2020 Form 10-K for additional

~~Long-Lived Assets” in the Fiscal 2019 Form 10-K for additional~~ information regarding the results of, and our methods and assumptions applied to perform, our goodwill impairment testing in fiscal ~~2019.~~2020.

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, including shutting down certain systems out of an abundance of caution, as well as taking steps to supplement existing security monitoring, scanning and protective measures. We notified law enforcement and contacted our customers to apprise them of the situation.

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 teammates. All systems are 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 identified, 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 estimate the segment income impact of the lost sales and operational disruption of this incident on our operations in the second quarter of fiscal 2021 to be approximately $50 million, as well as approximately $20 million of ransomware recovery costs, primarily professional fees. We estimate that the total insurance claim will be approximately $75 million. We expect to recover substantially all of the ransomware losses from cyber and business interruption insurance in future periods. Disputes over the extent of insurance coverage for claims are not uncommon, and there will be a time lag between the initial incurrence of costs and the receipt of any insurance proceeds. While the impact of lost sales and operational disruption is behind us, we expect to incur some additional recovery costs in the second half of fiscal 2021, albeit at a diminished rate.

We are making information technology investments that we had planned to make in future periods in order to further strengthen our information security infrastructure. We engaged a leading cybersecurity defense firm that completed a forensics investigation of the ransomware incident and we are taking appropriate actions in response to the findings. For example, in the short-term, we reset all credentials Company-wide and strengthened security tooling across our servers and workstations. In the long-term, we are continuing to advance the maturity and effectiveness of our information security resiliency strategy and capabilities. Our technology team has accelerated its roadmap to further strengthen the resiliency of our information security infrastructure across the Company that aims to enable us to detect, respond and recover more quickly from security and technical incidents. More specifically, we plan to take actions to improve our security monitoring capabilities and enhance the information security within our mills and plants.

See “Note 1. Description of Business and Summary of Significant Accounting Policies” of the Notes to Consolidated Financial Statements section in the Fiscal ~~2019~~2020 Form 10-K for a summary of our significant accounting policies.

In ~~February~~November 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2018-02,~~2018-18 “~~Income Statement – Reporting Comprehensive Income~~Collaborative Arrangements (Topic ~~220)~~808): ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~Clarifying the Interaction Between Topic 808 and Topic 606”~~. The~~, which provides targeted amendments ~~in this update provide financial statement preparers with an option~~ to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in the period of adoption or retrospectively in each period in which the effect of the change in the U.S. federal corporate income tax rate in the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “~~Tax Act~~”) (or portion thereof) is recorded. We adopted the provisions of this ASU on October 1, 2019. Upon adoption, we elected to reclassify stranded tax effects of the Tax Act within accumulated other comprehensive income to retained earnings. The reclassification of stranded tax effects from accumulated other comprehensive income increased retained earnings by $73.4 million, all of which related to our employee benefit plans.

~~In February 2016, the FASB issued ASU 2016-02 “Leases”,~~ ~~which is codified in~~ Accounting Standards Codification (“ASC”) ~~842~~808, “~~Leases”~~Collaborative arrangements” and ASC 606, “Revenues from Contracts with Customers” (“ASC ~~842~~606”) ~~and supersedes current lease guidance~~. The amendments in ~~ASC 840 “Leases~~”. This ASU requires lessees to put a ROU asset and lease liability on their balance sheet for operating and financing leases that have a term of more than one year. Expense will be recognized in the income statement similar to current accounting guidance. For lessors, this ASU ~~modifies~~require transactions between participants in a collaborative arrangement to be accounted for under ASC 606 only when the classification criteria and the accounting for sales-type and direct financing leases. Entities need to disclose qualitative and quantitative information about their leases, including characteristics and amounts recognized in the financial statements. counterparty is a customer. We adopted the provisions of ~~ASC 842~~ASU 2018-18 on October 1, ~~2019 using the modified retrospective approach and, as a result,~~2020. The adoption did not ~~restate prior periods. See~~ “~~Note 13. Leases” for additional details.~~

~~See “Note 1. Description of Business and Summary of Significant Accounting Policies — New Accounting Standards — Recently Issued~~” of the Notes to Consolidated Financial Statements section of the Fiscal 2019 Form 10-K for information on new accounting standards issued prior to the beginning of fiscal 2020 but not yet adopted and where we do not expect that the adoption will have a material impact on our consolidated financial statements. Below is a description of new accounting standards for which we (i) are in the process of evaluating the impact on our consolidated financial statements, (ii) have determined that the new standard could have a material impact on our consolidated financial statements or (iii) have determined since the Fiscal 2019 Form 10-K that we do not expect the adoption of the new standard will have a material impact on our consolidated financial statements. We have not elected to early adopt any of the new accounting standards described below to the extent early adoption is permitted.

~~In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This ASU provides temporary optional expedients and exceptions for applying Generally Accepted Accounting Principles (“GAAP”) guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR~~”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. The ASU can be adopted after its issuance date through December 31, 2022. We are currently evaluating the impact of this ASU.

~~In December 2019, the FASB issued ASU 2019-12~~ ~~“Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. This ASU simplifies the accounting for income taxes by removing certain exceptions to the~~

general principles in Topic 740 under GAAP. This ASU also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020 (fiscal 2022 for us) and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of this ASU.

In October 2018, the FASB issued ASU 2018-17 “Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities”.” This ASU changes how entities evaluate decision-making fees under the variable interest entity guidance. To determine whether decision-making fees represent a variable interest, an entity considers indirect interests held through related parties under common control on a proportionate basis, rather than in their entirety, as currently required under ~~GAAP. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2021 for us) and interim periods within those fiscal years. Early adoption is permitted. We do not expect~~generally accepted accounting principles in the ~~adoption of this ASU to have a material impact on our consolidated financial statements.~~

~~In October 2018, the FASB issued ASU 2018-18 “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606”, which provides targeted amendments to ASC 808, “Collaborative~~

~~arrangements~~”U.S. (“~~ASC 808”) and~~ ~~ASC~~ ~~606 “Revenue from Contracts with Customers” (“ASC 606~~GAAP”). We adopted the provisions of ASU 2018-17 on October 1, 2020. The amendments in this ASU require transactions between participants in a collaborative arrangement to be accounted for under ASC 606 when the counterparty is a customer. This ASU precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty isadoption did not a customer for that transaction. This ASU also amends ASC 808 to refer to the unit-of-account guidance in ASC 606 and requires it to be used only when assessing whether a transaction is in scope of ASC 606. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2021 for us) and interim periods within those fiscal years. Early adoption is permitted. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. The amendments in this ASU align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. We adopted the provisions of ASU 2018-15 prospectively on October 1, 2020. The provisions may be adopted prospectively or retrospectively. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2021 for us), and interim periods within those fiscal years. Early adoption ~~is permitted. We do~~did not ~~expect the adoption of this ASU to~~ have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU 2018-14 “Compensation – Retirement Benefits – Defined Benefit Plans – General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans”. The amendments in this ASU modify the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans to remove disclosures that no longer are considered cost beneficial, clarify the specific requirements of disclosures and add disclosure requirements identified as relevant. ~~These~~We adopted the provisions ~~will be applied retrospectively. This~~of ASU ~~is effective for fiscal years ending after December 15, 2020 (fiscal 2021 for us). Early adoption is permitted. We are currently evaluating the impact of this ASU.~~

~~In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment”, which amends the guidance in ASC 350,~~ ~~“Intangibles Goodwill and Other”. The ASU eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based~~2018-14 retrospectively on the excess of a reporting unit’s carrying amount over its fair value. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after December 15, 2019 (fiscal 2021 for us). Early adoption is permitted for annual and interim goodwill impairment testing dates after JanuaryOctober 1, ~~2017. The ASU is applied prospectively after adoption. We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.~~2020.

In June 2016, the FASB issued ASU 2016-13 “Financial Instruments – Credit ~~losses:~~Losses: Measurement of Credit Losses on ~~financial~~Financial Instruments (Topic 326)” (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial ~~instruments. The ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2021 for us), including interim periods within those fiscal years,~~instruments and ~~will be applied as~~replaces the incurred loss model with a ~~cumulative effect adjustment to retained earnings as of the beginning of the first reporting period for which the guidance is~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

~~effective.~~model that reflects expected credit losses. In April 2019, the FASB issued ASU 2019-04 “Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments” (“ASU 2019-04”), which addresses issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayments, among other things. In May 2019, the FASB issued ASU 2019-05 “Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief” (“ASU 2019-05”), which provides targeted transition relief allowing entities to make an irrevocable one-time election upon adoption of the new credit losses standard to measure financial assets previously measured at amortized cost (except held-to-maturity securities) using the fair value option. In November 2019, the FASB issued ASU 2019-11 “Codification Improvements to Topic 326, Financial Instruments – Credit Losses” (“ASU 2019-11”), which makes certain narrow-scope amendments to Topic 326, including allowing entities to exclude accrued interest amounts from various required disclosures under Topic 326. In February 2020, the FASB issued ASU 2020-02 “Financial Instruments – Credit Losses (Topic 326) and Leases (Topic 842)” (“ASU 2020-02”), which adds and amends paragraphs in the ~~Accounting Standards Codification~~ASC to reflect the issuance of ~~U.S. Securities and Exchange Commission (“~~SEC”) Staff Accounting Bulletin No. 119 primarily related to the new credit losses standard. The provisions of ASU 2019-04, ASU 2019-05, ASU 2019-11 and ASU 2020-02 related to Topic 326 are effective concurrent with the adoption of ASU 2016-13. ~~While we~~We adopted ASU 2016-13 and its subsequent revisions using the modified retrospective transition approach on October 1, 2020. The adoption of ASU 2016-13 and its subsequent revisions resulted in us recognizing a cumulative effect adjustment of $3.8 million (net of tax) decrease to opening balance of retained earnings related to our allowance for doubtful accounts primarily for our trade accounts receivable balance.

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting”. This ASU provides temporary optional expedients and exceptions for applying GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens of the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate. In January 2021, the FASB issued ASU 2021-01, which adds implementation guidance to clarify certain optional expedients in Topic 848. The ASUs can be adopted after their respective issuance dates through December 31, 2022. We are ~~completing our analysis, we do not expect~~evaluating the ~~adoption~~impact of these ~~ASUs~~ASUs.

Notes to ~~have a material~~Condensed Consolidated Financial Statements (Unaudited) (Continued)

In December 2019, the FASB issued ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. This ASU simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 under GAAP. This ASU also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020 (fiscal 2022 for us) and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact ~~on our consolidated financial statements.~~of this ASU.

ASC 606 requires that we disaggregate revenue from contracts with customers into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The tables below disaggregate our revenue by geographical market and product type (segment). Net sales are attributed to geographical markets based on our selling location. In fiscal 2020, we completed our real estate monetization; therefore, we will 0t have any Land and Development sales in fiscal 2021.

	Three Months Ended June 30, 2020											Three Months Ended March 31, 2021
(In millions)	Corrugated Packaging		Consumer Packaging		Land and Development		Intersegment Sales			Total		Corrugated Packaging		Consumer Packaging		Intersegment Sales			Total

Primary Geographical Markets
North America	$	2,632.4	$	1,238.4	$	—	$	(44.8	)	$	3,826.0	$	2,797.1	$	1,231.7	$	(65.3	)	$	3,963.5
South America		87.8		14.1		—		—			101.9		96.5		23.1		—			119.6
Europe		0.6		233.8		—		(0.2	)		234.2		1.1		265.9		—			267.0
Asia Pacific		8.0		66.3		—		(0.1	)		74.2		18.7		69.2		(0.2	)		87.7
Total	$	2,728.8	$	1,552.6	$	—	$	(45.1	)	$	4,236.3	$	2,913.4	$	1,589.9	$	(65.5	)	$	4,437.8

	Nine Months Ended June 30, 2020											Six Months Ended March 31, 2021
(In millions)	Corrugated Packaging		Consumer Packaging		Land and Development		Intersegment Sales			Total		Corrugated Packaging		Consumer Packaging		Intersegment Sales			Total

Primary Geographical Markets
North America	$	8,187.0	$	3,718.8	$	18.9	$	(137.7	)	$	11,787.0	$	5,567.3	$	2,485.7	$	(123.2	)	$	7,929.8
South America		296.1		52.9		—		—			349.0		177.5		45.3		—			222.8
Europe		4.9		731.8		—		(0.2	)		736.5		2.0		515.2		(0.1	)		517.1
Asia Pacific		32.8		202.3		—		(0.3	)		234.8		31.1		138.8		(0.3	)		169.6
Total	$	8,520.8	$	4,705.8	$	18.9	$	(138.2	)	$	13,107.3	$	5,777.9	$	3,185.0	$	(123.6	)	$	8,839.3

	Nine Months Ended June 30, 2019											Six Months Ended March 31, 2020
(In millions)	Corrugated Packaging		Consumer Packaging		Land and Development		Intersegment Sales			Total		Corrugated Packaging		Consumer Packaging		Land and Development		Intersegment Sales			Total

Primary Geographical Markets
North America	$	8,426.3	$	3,870.7	$	23.3	$	(119.0	)	$	12,201.3	$	5,554.6	$	2,480.4	$	18.9	$	(92.9	)	$	7,961.0
South America		321.2		52.2		—		—			373.4		208.3		38.8		—		—			247.1
Europe		0.7		789.4		—		(0.1	)		790.0		4.3		498.0		—		—			502.3
Asia Pacific		49.1		224.9		—		(1.3	)		272.7		24.8		136.0		—		(0.2	)		160.6
Total	$	8,797.3	$	4,937.2	$	23.3	$	(120.4	)	$	13,637.4	$	5,792.0	$	3,153.2	$	18.9	$	(93.1	)	$	8,871.0

Contract assets are rights to consideration in exchange for goods that we have transferred to a customer when that right is conditional on something other than the passage of time. Contract assets are reduced when ~~title and risk~~the control of ~~loss~~the goods passes to the customer. Contract liabilities represent obligations to transfer goods or services to a customer for which we have received consideration. Contract liabilities are reduced once control of the goods is transferred to the customer.

The opening and closing balances of our contract assets and contract liabilities are as follows. Contract assets and contract liabilities are ~~aggregated~~reported within Other current assets and Other current liabilities, respectively, on the condensed consolidated balance sheet.

~~We account for acquisitions in accordance with ASC 805, “Business Combinations~~”. The estimated fair values of all assets acquired and liabilities assumed in acquisitions are provisional and may be revised as a result of additional information obtained during the measurement period of up to one year from the acquisition date. See “~~Note 3. Acquisitions and Investment~~” of the Notes to Consolidated Financial Statements section in the Fiscal 2019 Form 10-K for information about our prior year acquisitions and investments. For the three and nine months ended June 30, 2020, no changes to our fiscal 2019 provisional fair value estimates of assets and liabilities assumed in acquisitions, where the measurement period was open at the beginning of the fiscal year, have been significant. The measurement periods for all prior acquisitions are closed.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

~~On November 2, 2018, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 28, 2018, among WRKCo Inc. (formerly known as WestRock Company), which we refer to as “WRKCo”, KapStone Paper and Packaging Corporation (“KapStone~~”), the Company (formerly known as Whiskey Holdco, Inc.), Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc., the Company acquired all of the outstanding shares of KapStone through a transaction in which: (i) Whiskey Merger Sub, Inc. merged with and into WRKCo, with WRKCo surviving the merger as a wholly owned subsidiary of the Company and (ii) Kola Merger Sub, Inc. merged with and into KapStone, with KapStone surviving the merger as a wholly owned subsidiary of the Company (collectively, the “~~KapStone Acquisition”). Effective as of the effective time of the KapStone Acquisition (the “Effective Time”), Whiskey Holdco, Inc. changed its name to “WestRock Company” and WRKCo changed its name to “WRKCo Inc.”~~

KapStone is a leading North American producer and distributor of containerboard, corrugated products and specialty papers, including liner and medium containerboard, kraft papers and saturating kraft. KapStone also owns Victory Packaging, a packaging solutions distribution company with facilities in the U.S., Canada and Mexico. We have included the financial results of KapStone in our Corrugated Packaging segment since the date of the KapStone Acquisition.

Pursuant to the KapStone Acquisition, at the Effective Time, (a) each issued and outstanding share of common stock, par value $0.01 per share, of WRKCo was converted into 1 share of common stock, par value $0.01 per share, of the Company (“~~Company common stock”) and (b) each issued and outstanding share of common stock, par value $0.0001 per share, of KapStone (“KapStone common stock~~”) (other than shares of KapStone common stock owned by (i) KapStone or any of its subsidiaries or (ii) any KapStone stockholder who properly exercised appraisal rights with respect to its shares of KapStone common stock in accordance with Section 262 of the Delaware General Corporation Law) was automatically canceled and converted into the right to receive (1) ~~$35.00 per share~~ ~~in cash, without interest (the “Cash Consideration”), or, at the election of the holder of such share of KapStone common stock, (2)~~ ~~0.4981~~ ~~shares of Company common stock (the “Stock Consideration”) and cash in lieu of fractional shares, subject to proration procedures designed to ensure that the Stock Consideration would be received in respect of no more than~~ ~~25%~~ ~~of the shares of KapStone common stock issued and outstanding immediately prior to the Effective Time (the “Maximum Stock Amount~~”). Each share of KapStone common stock in respect of which a valid election of Stock Consideration was not made by 5:00 p.m. New York City time on September 5, 2018 was converted into the right to receive the Cash Consideration.~~KapStone stockholders elected to receive Stock Consideration that was less than the Maximum Stock Amount and no proration was required.~~

~~The consideration for the KapStone Acquisition was $4.9 billion including debt assumed, a long-term financing obligation and assumed equity awards.~~ ~~As a result, KapStone stockholders received in the aggregate approximately $3.3 billion in cash and~~ ~~1.6 million shares of~~ WestRock common stock with a value of $70.1 million, or approximately 0.6% of the issued and outstanding shares of WestRock common stock immediately following the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, the Company assumed any outstanding awards granted under the equity-based incentive plans of WRKCo and KapStone (including the shares underlying such awards), the award agreements evidencing the grants of such awards and, in the case of the WRKCo equity-based incentive plans, the remaining shares available for issuance under the applicable plan, in each case subject to adjustments to such awards in the manner set forth in the Merger Agreement. Included in the consideration was $70.8 million related to outstanding KapStone equity awards that were replaced with WestRock equity awards with identical terms for pre-combination service. The amount related to post-combination service will be expensed over the remaining service period of the awards.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

The following table summarizes the fair values of the assets acquired and liabilities assumed in the KapStone Acquisition by major class of assets and liabilities as of the acquisition date, as well as adjustments made during fiscal 2019 and fiscal 2020 (referred to as “~~measurement period adjustments”) (in millions):~~

The fair value assigned to goodwill is primarily attributable to buyer-specific synergies expected to arise after the KapStone Acquisition (e.g., enhanced geographic reach of the combined organization, increased vertical integration and other synergistic opportunities) and the assembled work force of KapStone, as well as from establishing deferred tax liabilities for the assets and liabilities acquired. The goodwill and intangible assets resulting from the KapStone Acquisition are not amortizable for tax purposes.

~~The following table summarizes the weighted average life and the fair value of intangible assets recognized in the KapStone Acquisition, excluding goodwill (in millions, except lives):~~

None of the intangible assets have significant residual value. The intangible assets are being amortized over estimated useful lives ranging from one to 20 years based on a straight-line basis because the amortization pattern was not reliably determinable.

We recorded pre-tax restructuring and other costs of ~~$9.7 million~~$5.2 and ~~$56.2~~$12.9 million for the three and ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 and ~~$17.9 million~~$16.4 and ~~$107.1~~$46.5 million for the three and ~~nine~~six months ended ~~June 30, 2019.~~March 31, 2020. These amounts are not comparable since the timing and scope of the individual actions associated with

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

each restructuring, acquisition, integration or divestiture can vary. We present our restructuring and other costs in more detail below.

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				March 31,				March 31,
	2020		2019		2020		2019		2021		2020		2021		2020
Restructuring	$	7.4	$	6.4	$	40.1	$	56.4	$	4.1	$	8.0	$	10.7	$	32.7
Other		2.3		11.5		16.1		50.7		1.1		8.4		2.2		13.8
Restructuring and other costs	$	9.7	$	17.9	$	56.2	$	107.1	$	5.2	$	16.4	$	12.9	$	46.5

Our restructuring charges are primarily associated with restructuring portions of our operations (i.e. partial or complete plant closures), employee costs due to merger and acquisition-related workforce reductions ~~including~~and voluntary retirement programs in fiscal 2019 and 2020. A partial plant closure may consist of shutting down a machine and/or a workforce reduction.

When we close a facility, if necessary, we recognize a write-down to reduce the carrying value of related property, plant and equipment orand lease right-of-use assets (“ROU”) to their fair value and record charges for severance and other ~~property~~employee-related costs. We reduce the carrying value of the assets classified as held for sale to their estimated fair value less cost to ~~sell and record charges for severance and other employee-related costs.~~sell. Any subsequent change in fair value less cost to sell prior to disposition is recognized as it is identified; however, no gain is recognized in excess of the cumulative loss previously recorded unless the actual selling price exceeds the original carrying value. ~~At the time of each announced~~For plant ~~closure,~~closures, we also generally expect to record ~~future period~~ costs for equipment relocation, facility carrying costs and costs to terminate a lease or contract before the end of its ~~term and employee-related costs.~~term.

Although specific circumstances vary, our strategy has generally been to consolidate our sales and operations into large well-equipped plants that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives and/or further optimize our system following mergers and acquisitions or a changing business environment. Therefore, we generally transfer a substantial portion of each closed plant’s assets and production to our other plants. We believe these actions have allowed us to more effectively manage our business. In our former Land and Development segment, the restructuring charges primarily consisted of severance and other employee costs associated with the ~~essentially completed accelerated monetization strategy and~~ wind-down of operations and lease costs.

While restructuring costs are not charged to our segments and, therefore, do not reduce segment income, we highlight the segment to which the charges relate. The following table presents a summary of restructuring charges related to active restructuring initiatives that we incurred during the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the cumulative recorded amount since we started the initiatives and our estimate of the total ~~costs~~ we expect to incur (in millions):

	Three Months Ended						Nine Months Ended								Three Months Ended						Six Months Ended
	June 30,						June 30,								March 31,						March 31,
	2020			2019			2020		2019		Cumulative		Total Expected		2021			2020			2021			2020		Cumulative		Total Expected
Corrugated Packaging

Net property, plant and equipment costs	$	(0.3	)	$	(1.9	)	$	2.2	$	5.2	$	96.3	$	96.3	$	—		$	0.3		$	—		$	2.5	$	94.4	$	94.4
Severance and other employee costs		3.2			1.6			6.8		12.3		41.3		41.3		(0.4	)		(3.5	)		(1.1	)		3.6		51.3		51.3
Equipment and inventory relocation costs		0.2			1.6			1.5		3.0		9.8		10.5		—			0.9			—			1.3		8.7		9.2
Facility carrying costs		0.4			0.6			1.4		2.6		19.9		20.6		0.2			0.4			1.0			1.0		21.9		23.4
Other costs		0.1			(0.1	)		0.5		0.2		5.7		5.9		0.4			0.2			0.5			0.4		4.0		4.0
Restructuring total	$	3.6		$	1.8		$	12.4	$	23.3	$	173.0	$	174.6	$	0.2		$	(1.7	)	$	0.4		$	8.8	$	180.3	$	182.3

Consumer Packaging

Net property, plant and equipment costs	$	—		$	0.2		$	0.5	$	—	$	30.1	$	30.1	$	—		$	—		$	0.2		$	0.5	$	35.3	$	35.3
Severance and other employee costs		1.9			1.2			15.0		4.0		53.4		53.4		2.4			7.4			5.9			13.1		43.3		43.3
Equipment and inventory relocation costs		—			0.2			0.1		0.9		6.0		6.5		—			—			0.2			0.1		3.8		3.8
Facility carrying costs		—			0.2			—		0.2		1.9		1.9		—			—			—			—		1.0		1.3
Other costs		1.2			0.3			1.8		3.5		10.4		11.6		0.8			0.4			1.6			0.6		20.4		20.4
Restructuring total	$	3.1		$	2.1		$	17.4	$	8.6	$	101.8	$	103.5	$	3.2		$	7.8		$	7.9		$	14.3	$	103.8	$	104.1

Land and Development

Net property, plant and equipment costs	$	—		$	—		$	—	$	—	$	1.8	$	1.8	$	—		$	—		$	—		$	—	$	1.8	$	1.8
Severance and other employee costs		—			—			—		0.1		13.8		13.8		—			—			—			—		13.8		13.8
Other costs		—			—			—		—		3.0		3.0		—			—			—			—		5.0		5.0
Restructuring total	$	—		$	—		$	—	$	0.1	$	18.6	$	18.6	$	—		$	—		$	—		$	—	$	20.6	$	20.6

Corporate

Severance and other employee costs	$	0.1			2.4			9.0		22.2	$	47.3	$	47.3	$	(0.7	)		1.2			0.9			8.9	$	60.3	$	60.3
Other costs		0.6			0.1			1.3		2.2		8.7		8.7		1.4			0.7			1.5			0.7		10.5		10.5
Restructuring total	$	0.7		$	2.5		$	10.3	$	24.4	$	56.0	$	56.0	$	0.7		$	1.9		$	2.4		$	9.6	$	70.8	$	70.8

Total

Net property, plant and equipment costs	$	(0.3	)	$	(1.7	)	$	2.7	$	5.2	$	128.2	$	128.2	$	—		$	0.3		$	0.2		$	3.0	$	131.5	$	131.5
Severance and other employee costs		5.2			5.2			30.8		38.6		155.8		155.8		1.3			5.1			5.7			25.6		168.7		168.7
Equipment and inventory relocation costs		0.2			1.8			1.6		3.9		15.8		17.0		—			0.9			0.2			1.4		12.5		13.0
Facility carrying costs		0.4			0.8			1.4		2.8		21.8		22.5		0.2			0.4			1.0			1.0		22.9		24.7
Other costs		1.9			0.3			3.6		5.9		27.8		29.2		2.6			1.3			3.6			1.7		39.9		39.9
Restructuring total	$	7.4		$	6.4		$	40.1	$	56.4	$	349.4	$	352.7	$	4.1		$	8.0		$	10.7		$	32.7	$	375.5	$	377.8

We have defined “Net property, plant and equipment costs” as used in this Note 43 as property, plant and equipment write-downs, subsequent adjustments to fair value for assets classified as held for sale, subsequent (gains) or losses on sales of property, plant and equipment and related parts and supplies on such assets, if any.

Our other costs consist of acquisition, integration and divestiture costs. We incur costs when we acquire or divest businesses. Acquisition costs include costs associated with transactions, whether consummated or not, such as advisory, legal, accounting, valuation and other professional or consulting fees, as well as potential litigation costs associated with those activities. We incur integration costs pre- and post-acquisition that reflect work being performed to facilitate merger and acquisition integration, such as work associated with information systems and other projects, including spending to support future acquisitions, and primarily consist of professional services and labor. Divestiture costs consist primarily of similar professional fees. We consider acquisition, ~~divestiture~~integration and ~~integration~~divestiture costs to be ~~Corporate~~corporate costs regardless of the segment or segments involved in the transaction.

The following table presents our acquisition ~~integration~~ and ~~divestiture~~integration costs (in millions):

	Three Months Ended					Nine Months Ended				Three Months Ended				Six Months Ended
	June 30,					June 30,				March 31,				March 31,
	2020			2019		2020		2019		2021		2020		2021		2020
Acquisition costs	$	(0.2	)	$	0.9	$	0.2	$	27.9	$	0.5	$	0.3	$	0.7	$	0.4
Integration costs		2.5			10.6		15.9		22.6		0.4		8.1		1.3		13.4
Divestiture costs		—			—		—		0.2		0.2		—		0.2		—
Other total	$	2.3		$	11.5	$	16.1	$	50.7	$	1.1	$	8.4	$	2.2	$	13.8

The following table summarizes the changes in the restructuring accrual, which is primarily composed of accrued severance and other employee costs, and ~~presents~~ a reconciliation of the restructuring accrual charges to the line item “Restructuring and other costs” on our condensed consolidated statements of income (in millions):

	Nine Months Ended						Six Months Ended
	June 30,						March 31,
	2020			2019			2021			2020
Accrual at beginning of fiscal year	$	32.3		$	31.6		$	17.2		$	32.3
Additional accruals		31.7			37.5			8.3			27.5
Payments		(35.3	)		(32.9	)		(10.4	)		(27.3	)
Adjustment to accruals		(1.1	)		(3.1	)		(2.5	)		(1.9	)
Foreign currency rate changes		—			0.1			0.1			—
Accrual at June 30	$	27.6		$	33.2
Accrual at March 31							$	12.7		$	30.6

Reconciliation of accruals and charges to restructuring and other costs (in millions):

	Nine Months Ended					Six Months Ended
	June 30,					March 31,
	2020			2019		2021		2020
Additional accruals and adjustments to accruals (see table above)	$	30.6		$	34.4	$	5.8	$	25.6
Acquisition costs		0.2			27.9		0.7		0.4
Integration costs		15.9			22.6		1.3		13.4
Divestiture costs		—			0.2		0.2		—
Net property, plant and equipment costs		2.7			5.2		0.2		3.0
Severance and other employee costs		(0.1	)		6.9		0.1		(0.3	)
Equipment and inventory relocation costs		1.6			3.9		0.2		1.4
Facility carrying costs		1.4			2.8		1.0		1.0
Other costs		3.9			3.2		3.4		2.0
Total restructuring and other costs	$	56.2		$	107.1	$	12.9	$	46.5

We have defined benefit pension plans and other postretirement benefit plans for certain U.S. and non-U.S. employees. Certain plans were frozen for salaried and non-union hourly employees at various times in the past, ~~although some~~and nearly all of our remaining salaried and non-union hourly employees ~~meeting certain criteria are still~~ accruing ~~benefits.~~benefits ceased accruing benefits as of December 31, 2020. In addition, we participate in several multiemployer pension plans (“MEPP” or “MEPPs”) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements. We also have supplemental executive retirement plans and other non-qualified defined benefit pension plans that provide unfunded supplemental retirement benefits to certain of our current and former executives. See “Note 5. Retirement Plans” and “Note 5. Retirement Plans — Multiemployer Plans” of the Notes to Consolidated Financial Statements section in the Fiscal ~~2019~~2020 Form 10-K for more information regarding our involvement with retirement plans and involvement with MEPPs.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to potential withdrawal liabilities. During fiscal 2018, we submitted formal notification to withdraw from the Pace Industry Union-Management Pension Fund (“PIUMPF”) and the Central States, Southeast and Southwest Areas Pension Plan (“Central States”), and recorded estimated withdrawal liabilities for each. Subsequently, in fiscal 2019 and 2020, we received demand letters from PIUMPF, including a demand for withdrawal liabilities and for our proportionate share of PIUMPF’s accumulated funding deficiency, and we refined our liability, the impact of which was not significant. We have challenged the PIUMPF accumulated funding deficiency demands. We began making monthly payments (approximately $0.7 million per month for 20 years) for the PIUMPF withdrawal liabilities in fiscal 2020, excluding the accumulated funding deficiency demands. It is reasonably possible that we may incur withdrawal liabilities with respect to certain other MEPPs 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.

In September 2019, we received a demand from PIUMPF asserting that we owe $170.3 million on an undiscounted basis (approximately $0.7 million per month for the next 20 years) with respect to our withdrawal liability. The initial demand did not address any assertion of liability for PIUMPF’s accumulated funding deficiency. In October 2019, we received 2 additional demand letters from PIUMPF related to a subsidiary of ours asserting that we owe $2.3 million on an undiscounted basis to be paid over 20 years with respect to the subsidiary’s withdrawal liability and $2.0 million for its accumulated funding deficiency. In February 2020, we received a demand letter from PIUMPF asserting that we owe $51.2 million for our pro-rata share of PIUMPF’s accumulated funding deficiency, including interest. We are evaluating each of these demands and we expect to challenge the accumulated funding deficiency demands. We began making monthly payments for these withdrawal liabilities in fiscal 2020.

~~We have also made other immaterial adjustments from time to time to our various other withdrawal liabilities.~~ At ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, we had recorded withdrawal liabilities ~~recorded~~ of ~~$237.7~~$243.2 million and ~~$237.2~~$252.0 million, ~~respectively.~~respectively, including liabilities associated with PIUMPF.

The following table presents a summary of the components of net pension income (in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
	2020			2019			2020			2019			2021			2020			2021			2020
Service cost	$	11.9		$	10.2		$	39.2		$	32.5		$	13.6		$	14.2		$	27.1		$	27.3
Interest cost		49.7			58.8			149.1			174.0			46.7			49.5			93.1			99.4
Expected return on plan assets		(90.1	)		(85.9	)		(271.7	)		(254.7	)		(92.3	)		(90.8	)		(184.0	)		(181.6	)
Amortization of net actuarial loss		11.4			6.3			35.1			18.7			8.0			11.8			15.9			23.7
Amortization of prior service cost		1.9			1.3			5.4			3.9			2.0			2.1			4.0			3.5
Curtailment loss		—			0.1			0.4			1.0			—			0.4			—			0.4
Company defined benefit plan income		(15.2	)		(9.2	)		(42.5	)		(24.6	)		(22.0	)		(12.8	)		(43.9	)		(27.3	)
Multiemployer pension withdrawal income		(2.0	)		(1.7	)		(1.1	)		(1.7	)
Multiemployer and other plans		0.3			0.2			1.0			0.5			0.4			0.4			0.8			0.7
Net pension income	$	(16.9	)	$	(10.7	)	$	(42.6	)	$	(25.8	)	$	(21.6	)	$	(12.4	)	$	(43.1	)	$	(26.6	)

The non-service elements of our pension and postretirement costs set forth in this Note 5.4. Retirement Plans are reflected in the condensed consolidated statements of income line item “Pension and other postretirement non-service income”. The service cost components are reflected in “Cost of goods sold” and “Selling, general and administrative, excluding intangible amortization” line items.

We maintain other postretirement benefit plans that provide certain health care and life insurance benefits for certain salaried and hourly employees who meet specified age and service requirements as defined by the plans. The following table presents a summary of the components of the net postretirement cost (in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
	2020			2019			2020			2019			2021			2020			2021			2020
Service cost	$	0.3		$	0.2		$	1.0		$	0.8		$	0.3		$	0.3		$	0.6		$	0.7
Interest cost		1.7			1.9			5.3			5.8			1.5			1.8			2.9			3.6
Amortization of net actuarial loss (gain)		0.5			(0.7	)		0.1			(1.5	)
Amortization of net actuarial gain														(0.3	)		(0.2	)		(0.6	)		(0.4	)
Amortization of prior service credit		(0.7	)		(0.7	)		(2.1	)		(2.1	)		(0.6	)		(0.7	)		(1.2	)		(1.4	)
Net postretirement cost	$	1.8		$	0.7		$	4.3		$	3.0		$	0.9		$	1.2		$	1.7		$	2.5

During the three and ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, we made contributions to our qualified and supplemental defined benefit pension plans of ~~$4.6~~$5.2 million and ~~$17.2~~$10.8 million, respectively, and for the three and ~~nine~~six months ended ~~June 30, 2019,~~March 31, 2020, we made contributions of ~~$6.6~~$4.1 million and ~~$16.1~~$12.6 million, respectively.

During the three and ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, we funded an aggregate of ~~$1.6~~$1.8 million and ~~$5.3~~$3.1 million, respectively, and for the three and ~~nine~~six months ended ~~June 30, 2019,~~March 31, 2020, we funded an aggregate of ~~$2.2~~$1.7 million and ~~$6.6~~$3.7 million, respectively, to our other postretirement benefit plans.

The effective tax rate for the three and ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 was ~~9.6%~~21.0% and ~~20.9%~~23.2%, respectively. The effective tax rate for ~~the three and nine months ended June 30, 2020~~both periods was ~~lower than the statutory federal rate primarily due to~~impacted by (i) the annual domestic federal return-to-provision adjustments, (ii) adjustments to certain uncertain tax positions and (iii) research and development tax credits, partially offset by the (iv) inclusion of state taxes, (v) income derived from certain foreign jurisdictions subject to higher tax rates, (vi) the exclusion of tax

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

~~benefits related to losses recorded by certain foreign operations, and (vii) tax expense related to stock based compensation.~~

~~The effective tax rate for the three and nine months ended June 30, 2019 was 23.4% and 25.2%, respectively.~~ ~~The effective tax rate for the three months ended June 30, 2019 was higher than the statutory federal rate primarily due to (i)~~ the inclusion of state taxes, (ii) ~~income derived from certain foreign jurisdictions subject~~tax expense related to ~~higher tax rates and~~stock-based compensation, (iii) the exclusion of tax benefits related to losses recorded by certain foreign operations, partially offset by (iv) ~~the inclusion of~~ tax ~~benefits~~benefit related to remeasurement of deferred taxes as a result of a state ~~tax~~ law ~~changes~~change and (v) research and development tax credits.

The effective tax rate for the ~~nine~~three and six months ended ~~June 30, 2019~~ March 31, 2020 was 28.0% and 26.6%, respectively. The effective tax rate for both periods was higher than the statutory federal rate primarily due to (i) the inclusion of state taxes, (ii) income derived from certain foreign jurisdictions subject to higher tax rates, (iii) the exclusion of tax benefits related to losses recorded by certain foreign operations and (iv) ~~the limitation of certain transaction costs and (v) the increase of deferred~~ tax ~~liabilities in certain state jurisdictions,~~expense related to stock based compensation, partially offset by ~~(vi) the inclusion of tax benefits related to share-based compensation and state tax law changes, (vii)~~ research and development tax ~~credits and (viii) an adjustment of the valuation allowance against net operating losses of foreign subsidiaries.~~credits.

We report our financial results of operations in the following 32 reportable segments: Corrugated Packaging, which consists of our containerboard mills, corrugated packaging and distribution operations, as well as our merchandising displays and recycling procurement operations; and Consumer Packaging, which consists of our consumer mills and food and beverage and partition ~~operations; and~~operations. Prior to the completion of our monetization program in fiscal 2020, we had a third reportable segment, Land and Development, which previously sold real estate, primarily in the Charleston, SC region. Certain income and expenses are not allocated to our segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect ~~these~~such amounts. Items not allocated are reported as non-allocated expenses or in other line items in the table below after segment income.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

The following tables show selected operating data for our segments (in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
	2020			2019			2020			2019			2021			2020			2021			2020
Net sales (aggregate):
Corrugated Packaging	$	2,728.8		$	3,072.8		$	8,520.8		$	8,797.3		$	2,913.4		$	2,882.5		$	5,777.9		$	5,792.0
Consumer Packaging		1,552.6			1,650.1			4,705.8			4,937.2			1,589.9			1,616.3			3,185.0			3,153.2
Land and Development		—			8.6			18.9			23.3			—			—			—			18.9
Total	$	4,281.4		$	4,731.5		$	13,245.5		$	13,757.8		$	4,503.3		$	4,498.8		$	8,962.9		$	8,964.1
Less net sales (intersegment):
Corrugated Packaging	$	15.3		$	19.7		$	54.3		$	57.1		$	18.6		$	20.7		$	40.6		$	39.0
Consumer Packaging		29.8			21.8			83.9			63.3			46.9			30.8			83.0			54.1
Total	$	45.1		$	41.5		$	138.2		$	120.4		$	65.5		$	51.5		$	123.6		$	93.1
Net sales (unaffiliated customers):
Corrugated Packaging	$	2,713.5		$	3,053.1		$	8,466.5		$	8,740.2		$	2,894.8		$	2,861.8		$	5,737.3		$	5,753.0
Consumer Packaging		1,522.8			1,628.3			4,621.9			4,873.9			1,543.0			1,585.5			3,102.0			3,099.1
Land and Development		—			8.6			18.9			23.3			—			—			—			18.9
Total	$	4,236.3		$	4,690.0		$	13,107.3		$	13,637.4		$	4,437.8		$	4,447.3		$	8,839.3		$	8,871.0
Segment income:
Corrugated Packaging	$	227.9		$	392.7		$	755.8		$	949.8		$	205.3		$	244.5		$	420.3		$	527.9
Consumer Packaging		95.3			91.0			232.3			253.1			81.2			90.8			173.7			137.0
Land and Development		—			1.6			1.4			2.8			—			—			—			1.4
Segment income		323.2			485.3			989.5			1,205.7			286.5			335.3			594.0			666.3
(Loss) gain on sale of certain closed facilities		—			(2.7	)		5.5			47.8
Multiemployer pension withdrawal income		2.0			1.7			1.1			1.7
Land and Development impairments		—			—			—			(13.0	)
Gain on sale of certain closed facilities														—			5.0			0.9			5.5
Multiemployer pension withdrawal expense														—			(0.9	)		—			(0.9	)
Restructuring and other costs		(9.7	)		(17.9	)		(56.2	)		(107.1	)		(5.2	)		(16.4	)		(12.9	)		(46.5	)
Non-allocated expenses		(18.3	)		(24.4	)		(54.1	)		(67.8	)		(39.5	)		(17.6	)		(63.3	)		(35.8	)
Interest expense, net		(92.4	)		(111.1	)		(283.2	)		(317.3	)		(83.5	)		(97.3	)		(177.3	)		(190.8	)
Loss on extinguishment of debt		(0.6	)		(3.2	)		(1.1	)		(4.7	)		—			(0.5	)		(1.1	)		(0.5	)
Other (expense) income, net		(5.0	)		3.7			(9.6	)		(2.3	)		(13.4	)		(0.9	)		7.4			(4.6	)
Income before income taxes	$	199.2		$	331.4		$	591.9		$	743.0		$	144.9		$	206.7		$	347.7		$	392.7

	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	June 30,				June 30,				March 31,				March 31,
	2020		2019		2020		2019		2021		2020		2021		2020
Depreciation and amortization:
Corrugated Packaging	$	233.1	$	241.4	$	717.0	$	702.6	$	229.9	$	239.6	$	462.2	$	483.9
Consumer Packaging		131.2		140.7		399.7		418.5		130.1		133.2		261.1		268.5
Corporate		1.4		3.2		4.7		7.0		1.4		1.7		2.6		3.3
Total	$	365.7	$	385.3	$	1,121.4	$	1,128.1	$	361.4	$	374.5	$	725.9	$	755.7

In October 2018, our containerboard and pulp mill located in Panama City, FL sustained extensive damage from Hurricane Michael. In fiscal 2019, we received the majority of our Hurricane Michael-related insurance proceeds. In the three months ended December 31, 2019, we received the remaining Hurricane Michael-related insurance proceeds of $32.3 million, of which $29.5 million was recorded as a reduction of cost of goods sold in our Corrugated Packaging segment. The remaining $2.8 million was deferred and recorded as a reduction of cost of goods sold in the three months ended March 31, 2020. The insurance proceeds consisted of $11.7 million of business interruption recoveries and $20.6 million for direct costs and property damage. Our condensed consolidated statement of cash flows for the ~~nine~~six months ended ~~June 30,~~March 31, 2020 included $30.9 million in net cash provided by operating activities and $1.4 million of cash proceeds included in net cash used for investing activities related to Hurricane ~~Michael and a $1.0 million receipt of proceeds recorded as a reduction of cost of goods sold in the third quarter of fiscal 2020 for an unrelated matter in the Consumer Packaging segment.~~Michael.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~The components of interest expense, net are as follows (in millions):

~~In the three and nine months ended June 30, 2019, we received~~ ~~Hurricane Michael-related~~ ~~insurance proceeds of $30.0 million and $110.0 million, respectively, that were~~ ~~recorded as a reduction of cost of goods sold in our Corrugated Packaging segment~~. The insurance proceeds for the nine months ended June 30, 2019 consisted of $45.0 million of business interruption recoveries and $65.0 million for direct costs and property damage. Our condensed consolidated statement of cash flows for the nine months ended June 30, 2019 included $93.5 million in net cash provided by operating activities and $16.5 million of cash proceeds included in net cash used for investing activities.

We value substantially all of our U.S. inventories at the lower of cost or market, with cost determined on a 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 (“FIFO”) basis. These other inventories represent primarily foreign inventories, distribution business inventories, spare parts inventories and certain inventoried supplies.

	June 30, 2020			September 30, 2019			March 31, 2021			September 30, 2020
Finished goods and work in process	$	937.1		$	938.9		$	917.8		$	844.2
Raw materials		788.0			818.8			784.4			772.7
Spare parts and supplies		513.8			479.7			517.9			500.3
Inventories at FIFO cost		2,238.9			2,237.4			2,220.1			2,117.2
LIFO reserve		(101.2	)		(129.9	)		(129.2	)		(93.8	)
Net inventories	$	2,137.7		$	2,107.5		$	2,090.9		$	2,023.4

	June 30, 2020			September 30, 2019			March 31, 2021			September 30, 2020
Property, plant and equipment at cost:
Land and buildings	$	2,507.3		$	2,442.3		$	2,546.6		$	2,524.7
Machinery and equipment		15,044.2			14,743.6			15,432.9			15,147.3
Forestlands and mineral rights		114.1			144.0			112.6			110.8
Transportation equipment		28.8			31.2			28.0			29.1
Leasehold improvements		102.8			100.2			105.9			103.6
		17,797.2			17,461.3			18,226.0			17,915.5
Less: accumulated depreciation, depletion and amortization		(6,874.6	)		(6,271.8	)		(7,653.5	)		(7,136.6	)
Property, plant and equipment, net	$	10,922.6		$	11,189.5		$	10,572.5		$	10,778.9

We estimate fair values in accordance with ASC 820, “Fair Value Measurement”. See “Note 12. Fair Value” of the Notes to Consolidated Financial Statements section of the Fiscal ~~2019~~2020 Form 10-K for more information. We disclose the fair value of our long-term debt in “Note 11. Debt”. We disclose the fair value of our pension and postretirement assets and liabilities in “Note 5. Retirement Plans” of the Notes to Consolidated Financial Statements section of the Fiscal ~~2019~~2020 Form 10-K.

~~Notes~~The three and six months ended March 31, 2021, reflect a charge of $22.5 million associated with not exercising an option to ~~Condensed Consolidated Financial Statements (Unaudited) (Continued)~~purchase an additional equity interest in Grupo Gondi that was recorded in other (expense) income, net.

Financial instruments not recognized at fair value on a recurring or nonrecurring basis include cash and cash equivalents, accounts receivable, certain other current assets, short-term debt, accounts payable, certain other current liabilities and long-term debt. With the exception of long-term debt, the carrying amounts of these financial instruments approximate their fair values due to their short maturities.

We measure certain nonfinancial assets and nonfinancial liabilities at fair value on a nonrecurring basis. These assets and liabilities include equity method investments ~~and~~when they are deemed to be other-than-temporarily impaired, investments for which the fair value measurement alternative is elected, assets acquired and liabilities assumed when they are deemed to be other-than-temporarily impaired, assets acquired and liabilities assumed in a merger or an acquisition or in a nonmonetary exchange, ~~and~~ property, plant and equipment, ROU assets related to operating leases, goodwill and other and intangible assets that are written down to fair value when they are held for sale or determined to be impaired. See “Note 4.3. Restructuring and Other Costs” for impairments associated with restructuring activities presented as “net property, plant and equipment costs”. During the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ we did not have any significant non-restructuring nonfinancial assets or ~~nonfinancial~~ liabilities that were measured at fair value on a nonrecurring basis in periods subsequent to initial ~~recognition other than in the second quarter of fiscal 2019 when we recorded a $13.0 million pre-tax non-cash impairment of certain mineral rights.~~recognition.

We are a party to an accounts receivable sales agreement ~~(the “A/R Sales Agreement~~”) to sell to a third party financial institution all of the short-term receivables generated from certain customer trade ~~accounts, on a revolving basis.~~accounts. On September ~~19, 2019,~~17, 2020, we amended the ~~A/R Sales Agreement~~then existing agreement and increased the purchase limit to ~~$650.0~~$700.0 million. ~~The A/R Sales Agreement has a one year term and may be terminated early by either party.~~ The terms of the ~~A/R Sales Agreement~~amended agreement limit the balance of receivables sold to the amount available to fund such receivables sold, ~~and eliminated~~thereby eliminating the receivable for proceeds from the financial institution at any transfer date. Effective with the amended agreement, the facility is committed and has a term of 364 days. Transfers under the ~~A/R Sales Agreement~~agreement meet the requirements to be accounted for as sales in accordance with guidance in ASC 860, “Transfers and Servicing”. We also have a similar facility that we entered into on December 4, 2020 that has a $88.5 million purchase limit, is uncommitted and has a term of one year. The customers from these facilities are not included in the Receivables Securitization Facility that is discussed in “Note 11. Debt”.

The following table presents a summary of ~~the activity under the A/R Sales Agreement~~these accounts receivable sales agreements for the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019~~ (in millions):

	Nine Months Ended						Six Months Ended
	June 30,						March 31,
	2020			2019			2021			2020
Receivable from financial institution at beginning of fiscal year	$	—		$	—		$	—		$	—
Receivables sold to the financial institution and derecognized		1,847.8			1,453.5			(1,302.8	)		(1,210.2	)
Receivables collected by financial institution		(1,844.7	)		(1,441.6	)		1,271.0			1,219.6
Cash paid to financial institution		(3.1	)		(11.9	)
Receivable from financial institution at June 30	$	—		$	—
Cash proceeds from (paid to) financial institution								31.8			(9.4	)
Receivable from financial institution at March 31							$	—		$	—

Receivables sold under these accounts receivable sales agreements as of the respective balance sheet dates were approximately $621.1 million and $589.4 million as of March 31, 2021 and September 30, 2020, respectively.

Cash proceeds related to the receivables sold are included in cash from operating activities in the condensed consolidated statement of cash flows in the accounts receivable line item. While the expense recorded in connection with the sale of receivables may vary based on current rates and levels of receivables sold, the expense recorded in connection with the sale of receivables ~~has generally ranged from $2~~was $2.7 million ~~to $4~~and $5.7 million ~~per quarter~~for the three and six months ended March 31, 2021, respectively, and $4.1 million and $8.4 million for the three and six months ended March 31, 2020, respectively, and is recorded in “other (expense) income, net”. in the condensed consolidated statements of income. Although the sales are made without recourse, we maintain continuing involvement with the sold receivables as we provide collections services related to the transferred assets. The associated servicing liability is not material given the high quality of the customers underlying the receivables and the anticipated short collection period.

See “Note 13. Debt” of the Notes to Consolidated Financial Statements section in the Fiscal ~~2019~~2020 Form 10-K for additional information on our debt and interest rates on that debt.

The following table shows the carrying value of the individual components of our debt (in millions):

	June 30, 2020		September 30, 2019		March 31, 2021		September 30, 2020
Public bonds due fiscal 2020 to 2022	$	399.2	$	507.8
Public bonds due fiscal 2022					$	399.6	$	399.3
Public bonds due fiscal 2023 to 2028		3,772.4		3,769.1		3,775.9		3,773.6
Public bonds due fiscal 2029 to 2033		2,781.9		2,197.6		2,772.7		2,778.9
Public bonds due fiscal 2037 to 2047		178.7		179.0		178.4		178.6
Term loan facilities		1,797.1		2,295.5		848.8		1,547.6
Revolving credit and swing facilities		285.0		396.0		370.0		250.0
Commercial paper		329.9		339.2
Finance lease obligations		277.8		185.8		269.3		274.8
Supplier financing and commercial card programs		101.0		123.2
Vendor financing and commercial card programs						96.8		89.8
International and other debt		130.4		70.2		231.1		138.0
Total debt		10,053.4		10,063.4		8,942.6		9,430.6
Less: current portion of debt		213.1		561.1		549.5		222.9
Long-term debt due after one year	$	9,840.3	$	9,502.3	$	8,393.1	$	9,207.7

A portion of the debt classified as long-term may be paid down earlier than scheduled at our discretion without penalty. Certain customary restrictive covenants govern ~~the~~our maximum availability under our credit facilities. We test and report our compliance with these covenants as required and were in compliance with all of our covenants at June 30, 2020. The increase in finance lease obligations during fiscal 2020 was primarily the result of our adoption on October 1, 2019 of the leasing guidance codified in ASC 842 that caused us to recharacterize a short-term and long-term liability for 2 chip mills to a $100.3 million finance lease obligation.March 31, 2021.

The estimated fair value of our debt was approximately ~~$10.8~~$9.7 billion as of ~~June 30, 2020~~March 31, 2021 and ~~$10.6~~$10.4 billion at September 30, ~~2019.~~2020. The fair value of our long-term debt is categorized as level 2 within the fair value hierarchy and is primarily either based on quoted prices for those or similar instruments, or ~~approximates the~~approximate their carrying amount as the variable interest rates reprice frequently at observable current market rates.

~~On June 1, 2020, WRKCo issued $600.0 million aggregate principal amount of its 3.00% Senior Notes due 2033 (the “June 2033 Notes”) in a registered offering pursuant to the Company’s automatic shelf registration statement on Form S-3 under the Securities Act of 1933, as amended, (the “Securities Act~~”), at a discount of approximately $1.4 million. The June 2033 Notes transaction closed on June 3, 2020. The June 2033 Notes are WRKCo’s unsecured unsubordinated obligations, ranking equally with all of WRKCo’s other existing and future unsubordinated obligations. The June 2033 Notes will be effectively subordinated to any of WRKCo’s existing and future secured obligations to the extent of the value of the assets securing such obligations. In connection with issuing the June 2033 Notes, we recorded debt issuance costs of $5.1 million, which are being amortized over the term of the June 2033 Notes. Giving effect to the amortization of the original issue discount and the debt issuance costs, the effective interest rate of the June 2033 Notes was 3.10% at June 30, 2020. WestRock Company (“~~Parent”), WestRock RKT, LLC (“RKT”) and WestRock MWV, LLC (“MWV” and, together with RKT, the “Guarantor Subsidiaries~~”) guaranteed WRKCo’s obligations under the June 2033 Notes. We may redeem the June 2033 Notes, in whole or in part, at any time at specified redemption prices, plus accrued and unpaid interest, if any. The proceeds from the issuance of the June 2033 Notes were primarily used to repay the $100.0 million principal amount of MWV’s 9.75% notes due June 2020 and reduce outstanding indebtedness under our Receivables Securitization Facility (as defined below) and Credit Facility (as defined below).

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

On November 21, 2019, we amended our $2.0 billion unsecured revolving credit facility entered into on July 1, 2015 (the “Revolving Credit Facility”) to, among other things, increase the committed principal to $2.3 billion, increase the maximum permitted Debt to Capitalization Ratio (as defined in the credit agreement) ~~from 0.60:1:00~~ to 0.65:1.00 and extend its maturity date to November 21, ~~2024 and increase the committed principal to $2.3 billion. The~~2024. A portion of the Revolving Credit Facility ~~that~~ may be used to fund borrowings in certain non-U.S. dollar currencies including Canadian dollars, Euro and British Pounds was increased from $400 million to $500 million. Additionally, we may request that up to $200 million of the Credit Facility be used to fund borrowings in Mexican pesos.currencies. At ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, there were 0 amounts outstanding under the facility.

At September 30, 2020, there was $648.9 million outstanding on the ~~amendment of the Credit Facility, on November 21, 2019, we terminated our $450.0 million~~five-year unsecured ~~revolving credit facility with Wells Fargo Bank, National Association, as administrative agent.~~

~~On March 7, 2018,~~term loan we entered into ~~a credit agreement~~ with Wells Fargo, as administrative agent, on March 7, 2018. During the first quarter of fiscal 2021, we paid off the term loan primarily using cash on hand.

On June 7, 2019, we entered into a $300.0 million credit agreement providing for a five-year unsecured term loan with Bank of America, N.A., as administrative agent. The facility is scheduled to ~~provide~~mature on June 7, 2024. The applicable interest rate margins are 0.825% to 1.750% per annum for ~~$3.8 billion~~LIBOR rate loans and 0.000% to 0.750% per annum for alternate base rate loans, in each case depending on the Leverage Ratio (as defined in the credit agreement) or our corporate credit ratings, whichever yields a lower applicable interest rate margin, at such time. At March 31, 2021 and September 30, 2020, the outstanding balance of this facility was $250.0 million and $300.0 million outstanding, respectively.

On September 27, 2019, one of our wholly-owned subsidiaries, WestRock Southeast, LLC, entered into a credit agreement (the “Farm Loan Credit Agreement”) with CoBank ACB, as administrative agent, that replaced our then-existing facility. The Farm Loan Credit Agreement provides for a seven-year senior unsecured term ~~loans, consisting~~loan in an aggregate principal amount of ~~a 364-day $300.0~~$600.0 million ~~term loan, a 3-year $1.75 billion term loan and a 5-year $1.75 billion term loan~~ (the “~~Delayed Draw~~Farm Loan Credit ~~Facilities~~Facility”). At any time, we may increase the principal amount by up to $300.0 million by written notice. The Farm Loan Credit Facility is guaranteed by the Company, WRKCo Inc. and WestRock RKT, LLC (“RKT”) and WestRock MWV, LLC (“MWV”, and together with RKT, the “Guarantor Subsidiaries”). The carrying value of this facility at March 31, 2021 and September 30, ~~2019, there~~2020 was ~~$1,396.9~~$598.8 million ~~outstanding on the 5-year term loan,~~ and ~~0 amounts outstanding under the 364-day and 3-year term loans.~~$598.7 million, respectively.

On February 27, 2020, we prepaid $200.0 million of our 5-year term loan using proceeds from the issuance of commercial paper and cash and cash equivalents. On June 16, 2020, we prepaid $300.0 million of our 5-year term loan using cash and cash equivalents. At June 30, 2020, there was $898.4 million outstanding on the 5-year term loan.

On ~~May 2, 2019,~~March 12, 2021, we amended our existing $700.0 million receivables securitization agreement (the “Receivables Securitization Facility”) ~~to, among other things, extend~~, including extending its maturity to March 11, 2024, establishing the transition to the Secure Overnight Funding Rate at a future date from ~~July 22, 2019 to May 2, 2022. On~~a blend of the market rate for asset-backed commercial paper and the one-month LIBOR rate plus a credit spread, and revising certain fees. At March ~~27, 2020, we amended the facility to add additional Company legal entities that may serve to increase the amount of eligible receivables serving as collateral. At June 30, 2020~~31, 2021 and September 30, ~~2019,~~2020, maximum available borrowings, excluding amounts outstanding under the Receivables Securitization Facility, were ~~$700.0~~$592.1 million and ~~$592.1~~$700.0 million, respectively. The carrying amount of accounts receivable collateralizing the maximum available borrowings at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019~~2020 were approximately ~~$1,134.0~~$898.5 million and ~~$959.3~~$1,128.3 million, respectively. We have continuing involvement with the underlying receivables as we provide credit and collections services pursuant to the Receivables Securitization Facility. At ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, there were 0 amounts outstanding under this facility.

On ~~April 27, 2018,~~February 26, 2021, we ~~entered into a €500.0 million~~replaced our existing revolving credit facility ~~with an incremental €100.0 million accordion feature~~ with Coöperatieve Rabobank U.A., New York Branch, as administrative agent. The amendments included, among other things, increasing the ~~administrative agent for~~facility to €600.0 million while maintaining the ~~syndicate of banks.~~incremental €100.0 million accordion feature. This facility provides for a ~~3-year~~three-year unsecured U.S. dollar, Euro and British Pound denominated borrowing of not more than ~~€500.0 million. On November 21, 2019, we amended the facility to, among other things, extend the maturity date from April 27, 2021 to November 21, 2022.~~€600.0 million maturing on February 26, 2024. At ~~June 30, 2020~~March 31, 2021, we had borrowed ~~$285.0~~$370.0 million under this facility and entered into foreign currency exchange contracts of ~~$285.2~~$370.3 million as an economic hedge for the U.S. dollar denominated borrowing plus interest by a non-U.S. dollar functional currency entity. The net of gains or losses from these foreign currency exchange contracts and the changes in the remeasurement of the U.S. dollar denominated borrowing in our foreign subsidiaries have been immaterial to our condensed consolidated statements of income. At ~~June~~September 30, 2020,~~, NaN of the total amount outstanding was classified as short-term debt. At September 30, 2019,~~ we had borrowed ~~$350.0~~$250.0 million under ~~this facility, of which $175.0 million was classified as short-term debt.~~the then-existing facility.

On ~~October 31, 2017,~~December 7, 2018, we established an unsecured commercial paper program pursuant to which we were able to issue short-term, unsecured commercial paper notes in an aggregate principal amount at any time not to exceed $1.0 billion with up to 397-day maturities. On December 7, 2018, we terminated the commercial paper

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

~~program and established a new unsecured commercial paper program~~ with WRKCo Inc. as the issuer. Under the ~~new~~ program, we may issue short-term unsecured commercial paper notes in an aggregate principal amount at any time not to exceed $1.0 billion with up to 397-day maturities. The ~~commercial paper~~ program has no expiration date and can be terminated by either the agent or us with not less than 30 days’ notice. Our ~~$2.3 billion unsecured revolving credit facility~~Revolving Credit Facility is intended to backstop the commercial paper program. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The net proceeds from issuances of notes under the program were initially used to repay amounts outstanding under the KapStone securitization facility that were assumed in the KapStone Acquisition and subsequently terminated, and have been, and are expected to continue to be, used for general corporate purposes. At ~~June 30, 2020, there was $329.9 million outstanding and the average borrowing rate was 0.34%.~~ March 31, 2021 ~~At September 30, 2019, there was $339.2 million outstanding and the average borrowing rate was 2.39%. At~~ ~~June 30, 2020~~ and September 30, ~~2019~~2020, there were 0 amounts outstanding, .

On January 18, 2021, we entered into a credit agreement to provide for R$500.0 million of a senior unsecured term loan of WestRock Celulose, Papel E Embalagens Ltda. (a subsidiary of the ~~total~~Company), as borrower, and the Company, as guarantor. The outstanding amount ~~outstanding~~of the principal will be repaid in equal, semiannual installments beginning on January 19, 2023until the facility matures on January 19, 2026. The proceeds of the facility are to be used to support the production of goods or acquisition of inputs that are essential or ancillary to export activities. Loans issued under the facility will bear interest at a floating rate based on Brazil’s Certificate of Interbank Deposit rate plus a spread of 2.50%. At March 31, 2021, there was ~~classified as long-term debt.~~R$500.0 million ($86.7 million) outstanding.

~~The notes issued by WRKCo (“Issuer”) and registered under the Securities Act, are fully and unconditionally guaranteed on a joint and several basis by Parent and the Guarantor Subsidiaries. See “Note 13. Debt — Exchanged Notes” and “Note 14. Selected Condensed Consolidating Financial Statements of Parent, Issuer, Guarantors and Non-Guarantors” of the Notes to Consolidated Financial Statements section in the Fiscal 2019 Form 10-K for additional information regarding our registered notes and the guarantees of our notes.~~

In accordance with GAAP, we retrospectively account for changes in our legal structure that constitute transfers of businesses between issuers, guarantors and non-guarantors. As such, our prior period financial statements may vary from those previously reported. The information in the prior year tables reflect such revisions, as well as revisions to correct immaterial errors in prior presentations.

In accordance with Rule 3-10 of Regulation S-X, the following tables present condensed consolidating financial data of the Parent, the Issuer, the Guarantor Subsidiaries, the non-guarantor subsidiaries and eliminations. Such financial data include the related Condensed Consolidating Statements of Income for the three and nine months ended June 30, 2020 and June 30, 2019, Condensed Consolidating Balance Sheets as of June 30, 2020 and September 30, 2019 and Condensed Consolidating Statements of Cash Flows for the nine months ended June 30, 2020 and June 30, 2019.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Three Months Ended June 30, 2020

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Net sales

$
—

$
—

$
604.9

$
4,293.6

$
(662.2
)

$
4,236.3

Cost of goods sold

—

—

485.3

3,635.4

(654.4
)

3,466.3

Gross profit

—

—

119.6

658.2

(7.8
)

770.0

Selling, general and administrative,
   excluding intangible amortization

—

0.4

18.6

371.1

—

390.1

Selling, general and administrative
   intangible amortization

—

—

24.5

75.1

—

99.6

(Gain) loss on disposal of assets

—

—

(0.1
)

1.1

—

1.0

Multiemployer pension withdrawal income

—

—

(2.0
)

—

—

(2.0
)
Restructuring and other costs

—

—

—

9.7

—

9.7

Operating profit (loss)

—

(0.4
)

78.6

201.2

(7.8
)

271.6

Interest (expense) income, net

—

(60.6
)

(33.5
)

1.7

—

(92.4
)
Intercompany interest (expense) income, net

—

(1.5
)

(17.8
)

11.5

7.8

—

Loss on extinguishment of debt

—

(0.6
)

—

—

—

(0.6
)
Pension and other postretirement non-
   service (expense) income

—

—

(1.4
)

27.0

—

25.6

Other income (expense), net

—

0.5

—

(5.5
)

—

(5.0
)
Equity in income of consolidated entities

178.5

272.7

195.8

—

(647.0
)

—

Income before income taxes

178.5

210.1

221.7

235.9

(647.0
)

199.2

Income tax benefit (expense)

—

15.6

(0.6
)

(34.2
)

—

(19.2
)
Consolidated net income

178.5

225.7

221.1

201.7

(647.0
)

180.0

Less: Net income attributable to
   noncontrolling interests

—

—

—

(1.5
)

—

(1.5
)
Net income attributable to common
   stockholders

$
178.5

$
225.7

$
221.1

$
200.2

$
(647.0
)

$
178.5

Comprehensive income attributable to
   common stockholders

$
210.1

$
257.2

$
250.2

$
231.3

$
(738.7
)

$
210.1

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Nine Months Ended June 30, 2020

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Net sales

$
—

$
—

$
1,825.1

$
13,233.2

$
(1,951.0
)

$
13,107.3

Cost of goods sold

—

—

1,469.1

11,181.4

(1,927.0
)

10,723.5

Gross profit

—

—

356.0

2,051.8

(24.0
)

2,383.8

Selling, general and administrative,
   excluding intangible amortization

—

0.7

75.3

1,158.4

—

1,234.4

Selling, general and administrative
   intangible amortization

—

—

75.0

226.5

—

301.5

Gain on disposal of assets

—

—

(0.1
)

(5.8
)

—

(5.9
)
Multiemployer pension withdrawal income

—

—

(1.9
)

0.8

—

(1.1
)
Restructuring and other costs

—

3.6

—

52.6

—

56.2

Operating profit (loss)

—

(4.3
)

207.7

619.3

(24.0
)

798.7

Interest (expense) income, net

—

(189.1
)

(102.3
)

8.2

—

(283.2
)
Intercompany interest (expense) income, net

—

(8.3
)

(67.2
)

51.5

24.0

—

Loss on extinguishment of debt

—

(1.0
)

—

(0.1
)

—

(1.1
)
Pension and other postretirement non-
   service (expense) income

—

—

(5.2
)

83.6

—

78.4

Other income (expense), net

0.1

0.5

1.3

(11.5
)

—

(9.6
)
Equity in income of unconsolidated entities

—

—

—

8.7

—

8.7

Equity in income of consolidated entities

465.0

751.6

445.2

—

(1,661.8
)

—

Income before income taxes

465.1

549.4

479.5

759.7

(1,661.8
)

591.9

Income tax benefit (expense)

—

50.4

(2.3
)

(171.6
)

—

(123.5
)
Consolidated net income

465.1

599.8

477.2

588.1

(1,661.8
)

468.4

Less: Net income attributable to
   noncontrolling interests

—

—

—

(3.3
)

—

(3.3
)
Net income attributable to common
   stockholders

$
465.1

$
599.8

$
477.2

$
584.8

$
(1,661.8
)

$
465.1

Comprehensive income attributable to
   common stockholders

$
220.3

$
355.9

$
238.6

$
347.4

$
(941.9
)

$
220.3

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Three Months Ended June 30, 2019

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Net sales

$
—

$
—

$
643.0

$
4,676.3

$
(629.3
)

$
4,690.0

Cost of goods sold

—

—

475.6

3,844.9

(619.4
)

3,701.1

Gross profit

—

—

167.4

831.4

(9.9
)

988.9

Selling, general and administrative,
   excluding intangible amortization

—

(0.4
)

26.0

416.8

—

442.4

Selling, general and administrative
   intangible amortization

—

—

26.1

76.3

—

102.4

Loss on disposal of assets

—

—

0.1

6.4

—

6.5

Multiemployer pension withdrawal income

—

—

—

(1.7
)

—

(1.7
)
Restructuring and other costs

—

1.4

0.1

16.4

—

17.9

Operating profit (loss)

—

(1.0
)

115.1

317.2

(9.9
)

421.4

Interest expense, net

—

(66.5
)

(36.9
)

(7.7
)

—

(111.1
)
Intercompany interest (expense) income, net

—

(2.5
)

(33.3
)

25.9

9.9

—

Loss on extinguishment of debt

—

(0.8
)

(2.3
)

(0.1
)

—

(3.2
)
Pension and other postretirement non-
   service (expense) income

—

—

(1.4
)

20.3

—

18.9

Other (expense) income, net

—

—

(35.2
)

38.9

—

3.7

Equity in income of unconsolidated entities

—

—

—

1.7

—

1.7

Equity in income (loss) of consolidated
   entities

252.6

276.9

(11.4
)

—

(518.1
)

—

Income (loss) before income taxes

252.6

206.1

(5.4
)

396.2

(518.1
)

331.4

Income tax benefit (expense)

—

17.9

(1.9
)

(93.6
)

—

(77.6
)
Consolidated net income (loss)

252.6

224.0

(7.3
)

302.6

(518.1
)

253.8

Less: Net income attributable to
   noncontrolling interests

—

—

—

(1.2
)

—

(1.2
)
Net income (loss) attributable to common
   stockholders

$
252.6

$
224.0

$
(7.3
)

$
301.4

$
(518.1
)

$
252.6

Comprehensive income attributable to
   common stockholders

$
282.7

$
253.7

$
20.7

$
331.8

$
(606.2
)

$
282.7

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING STATEMENTS OF INCOME

Nine Months Ended June 30, 2019

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Net sales

$
—

$
—

$
1,906.0

$
13,648.2

$
(1,916.8
)

$
13,637.4

Cost of goods sold

—

—

1,503.3

11,370.7

(1,906.9
)

10,967.1

Gross profit

—

—

402.7

2,277.5

(9.9
)

2,670.3

Selling, general and administrative,
   excluding intangible amortization

—

—

53.3

1,234.1

—

1,287.4

Selling, general and administrative
   intangible amortization

—

—

78.4

219.3

—

297.7

Loss (gain) on disposal of assets

—

—

0.1

(37.4
)

—

(37.3
)
Multiemployer pension withdrawal income

—

—

—

(1.7
)

—

(1.7
)
Land and Development impairments

—

—

—

13.0

—

13.0

Restructuring and other costs

—

5.3

0.2

101.6

—

107.1

Operating profit (loss)

—

(5.3
)

270.7

748.6

(9.9
)

1,004.1

Interest expense, net

—

(178.5
)

(128.8
)

(10.0
)

—

(317.3
)
Intercompany interest income (expense), net

—

1.0

(87.9
)

77.0

9.9

—

Loss on extinguishment of debt

—

(2.6
)

(1.9
)

(0.2
)

—

(4.7
)
Pension and other postretirement non-
   service (expense) income

—

—

(4.8
)

59.7

—

54.9

Other (expense) income, net

—

(4.0
)

(35.6
)

37.3

—

(2.3
)
Equity in income of unconsolidated entities

—

—

—

8.3

—

8.3

Equity in income of consolidated entities

552.1

671.1

403.0

—

(1,626.2
)

—

Income before income taxes

552.1

481.7

414.7

920.7

(1,626.2
)

743.0

Income tax benefit (expense)

—

46.9

(3.2
)

(231.2
)

—

(187.5
)
Consolidated net income

552.1

528.6

411.5

689.5

(1,626.2
)

555.5

Less: Net income attributable to
   noncontrolling interests

—

—

—

(3.4
)

—

(3.4
)
Net income attributable to common
   stockholders

$
552.1

$
528.6

$
411.5

$
686.1

$
(1,626.2
)

$
552.1

Comprehensive income attributable to
   common stockholders

$
552.0

$
530.6

$
415.9

$
687.0

$
(1,633.5
)

$
552.0

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING BALANCE SHEETS

June 30, 2020

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

ASSETS

Current Assets:

Cash and cash equivalents

$
—

$
—

$
178.4

$
113.1

$
—

$
291.5

Accounts receivable

—

—

38.9

2,092.7

(48.4
)

2,083.2

Inventories

—

—

239.9

1,897.8

—

2,137.7

Other current assets

0.5

—

6.3

483.4

—

490.2

Intercompany receivables

—

24.0

0.3

1,372.8

(1,397.1
)

—

Assets held for sale

—

—

—

3.3

—

3.3

Total current assets

0.5

24.0

463.8

5,963.1

(1,445.5
)

5,005.9

Property, plant and equipment, net

—

—

14.8

10,907.8

—

10,922.6

Goodwill

—

—

1,158.6

6,111.9

—

7,270.5

Intangibles, net

—

—

1,409.9

2,339.5

—

3,749.4

Restricted assets held by special purpose
   entities

—

—

—

1,269.2

—

1,269.2

Prepaid pension asset

—

—

—

305.9

—

305.9

Intercompany notes receivable

—

154.9

149.8

2,821.3

(3,126.0
)

—

Investments in consolidated subsidiaries

12,158.9

18,891.4

19,827.1

—

(50,877.4
)

—

Other assets

—

91.4

233.8

1,515.6

(86.7
)

1,754.1

Total Assets

$
12,159.4

$
19,161.7

$
23,257.8

$
31,234.3

$
(55,535.6
)

$
30,277.6

LIABILITIES AND EQUITY

Current liabilities:

Current portion of debt

$
—

$
79.9

$
—

$
133.2

$
—

$
213.1

Accounts payable

—

1.1

24.2

1,536.6

(48.4
)

1,513.5

Accrued compensation and benefits

0.2

—

14.5

362.5

—

377.2

Other current liabilities

—

51.8

107.7

523.6

—

683.1

Intercompany payables

446.1

57.7

470.6

422.7

(1,397.1
)

—

Total current liabilities

446.3

190.5

617.0

2,978.6

(1,445.5
)

2,786.9

Long-term debt due after one year

—

6,706.4

1,972.0

1,161.9

—

9,840.3

Intercompany notes payable

—

753.3

2,068.0

304.7

(3,126.0
)

—

Pension liabilities, net of current portion

—

—

141.6

129.7

—

271.3

Postretirement benefit liabilities, net of
   current portion

—

—

25.2

126.7

—

151.9

Non-recourse liabilities held by special
   purpose entities

—

—

—

1,138.7

—

1,138.7

Deferred income taxes

—

—

310.0

2,664.9

(86.7
)

2,888.2

Other long-term liabilities

—

35.3

152.5

1,281.0

—

1,468.8

Redeemable noncontrolling interests

—

—

—

1.6

—

1.6

Total stockholders’ equity

11,713.1

11,476.2

17,971.5

21,429.7

(50,877.4
)

11,713.1

Noncontrolling interests

—

—

—

16.8

—

16.8

Total equity

11,713.1

11,476.2

17,971.5

21,446.5

(50,877.4
)

11,729.9

Total Liabilities and Equity

$
12,159.4

$
19,161.7

$
23,257.8

$
31,234.3

$
(55,535.6
)

$
30,277.6

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2019

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

ASSETS

Current Assets:

Cash and cash equivalents

$
—

$
—

$
17.8

$
133.8

$
—

$
151.6

Accounts receivable

—

—

31.1

2,201.7

(39.6
)

2,193.2

Inventories

—

—

254.3

1,853.2

—

2,107.5

Other current assets

—

1.2

11.8

483.2

—

496.2

Intercompany receivables

—

227.7

—

1,128.6

(1,356.3
)

—

Assets held for sale

—

—

—

25.8

—

25.8

Total current assets

—

228.9

315.0

5,826.3

(1,395.9
)

4,974.3

Property, plant and equipment, net

—

—

18.9

11,170.6

—

11,189.5

Goodwill

—

—

1,158.6

6,127.0

—

7,285.6

Intangibles, net

—

—

1,485.0

2,574.5

—

4,059.5

Restricted assets held by special purpose
   entities

—

—

—

1,274.3

—

1,274.3

Prepaid pension asset

—

—

—

224.7

—

224.7

Intercompany notes receivable

—

155.0

156.9

3,026.8

(3,338.7
)

—

Investments in consolidated subsidiaries

11,973.6

18,524.2

20,103.6

—

(50,601.4
)

—

Other assets

—

67.8

185.3

971.8

(76.1
)

1,148.8

Total Assets

$
11,973.6

$
18,975.9

$
23,423.3

$
31,196.0

$
(55,412.1
)

$
30,156.7

LIABILITIES AND EQUITY

Current liabilities:

Current portion of debt

$
—

$
135.3

$
108.9

$
316.9

$
—

$
561.1

Accounts payable

—

0.7

31.3

1,839.4

(39.6
)

1,831.8

Accrued compensation and benefits

0.3

—

14.5

455.6

—

470.4

Other current liabilities

—

18.6

83.8

469.4

—

571.8

Intercompany payables

303.4

—

1,052.9

—

(1,356.3
)

—

Total current liabilities

303.7

154.6

1,291.4

3,081.3

(1,395.9
)

3,435.1

Long-term debt due after one year

—

6,608.0

1,982.9

911.4

—

9,502.3

Intercompany notes payable

—

636.3

2,390.5

311.9

(3,338.7
)

—

Pension liabilities, net of current portion

—

—

147.6

146.4

—

294.0

Postretirement benefit liabilities, net of
   current portion

—

—

25.7

136.4

—

162.1

Non-recourse liabilities held by special
   purpose entities

—

—

—

1,145.2

—

1,145.2

Deferred income taxes

—

—

278.9

2,675.2

(76.1
)

2,878.0

Other long-term liabilities

—

12.9

131.2

909.8

—

1,053.9

Redeemable noncontrolling interests

—

—

—

1.9

—

1.9

Total stockholders’ equity

11,669.9

11,564.1

17,175.1

21,862.2

(50,601.4
)

11,669.9

Noncontrolling interests

—

—

—

14.3

—

14.3

Total equity

11,669.9

11,564.1

17,175.1

21,876.5

(50,601.4
)

11,684.2

Total Liabilities and Equity

$
11,973.6

$
18,975.9

$
23,423.3

$
31,196.0

$
(55,412.1
)

$
30,156.7

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Nine Months Ended June 30, 2020

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Operating activities:

Net cash provided by (used for) operating
   activities

$
275.9

$
(38.1
)

$
250.6

$
850.6

$
—

$
1,339.0

Investing activities:

Capital expenditures

—

—

—

(860.2
)

—

(860.2
)
Investment in unconsolidated entities

—

—

—

(1.0
)

—

(1.0
)
Proceeds from sale of property, plant and
   equipment

—

—

0.1

22.4

—

22.5

Proceeds from property, plant and equipment
   insurance settlement

—

—

—

2.4

—

2.4

Intercompany notes proceeds

—

—

5.0

—

(5.0
)

—

Other, net

—

—

9.9

1.0

—

10.9

Net cash provided by (used for) investing
   activities

—

—

15.0

(835.4
)

(5.0
)

(825.4
)
Financing activities:

Proceeds from issuance of notes

—

598.6

—

—

—

598.6

Additions to revolving credit facilities

—

350.0

—

63.0

—

413.0

Repayments of revolving credit facilities

—

(350.0
)

—

(128.2
)

—

(478.2
)
Additions to debt

—

—

—

683.1

—

683.1

Repayments of debt

—

(500.0
)

(105.0
)

(590.8
)

—

(1,195.8
)
Repayments of commercial paper, net

—

(9.3
)

—

—

—

(9.3
)
Other debt repayments, net

—

(46.0
)

—

(23.2
)

—

(69.2
)
Issuances of common stock, net of related
   minimum tax withholdings

16.7

—

—

—

—

16.7

Cash dividends paid to stockholders

(292.6
)

—

—

—

—

(292.6
)
Cash distributions paid to noncontrolling
   interests

—

—

—

(1.4
)

—

(1.4
)
Intercompany notes payments

—

—

—

(5.0
)

5.0

—

Other, net

—

(5.2
)

—

(11.8
)

—

(17.0
)
Net cash (used for) provided by
   financing activities

(275.9
)

38.1

(105.0
)

(14.3
)

5.0

(352.1
)
Effect of exchange rate changes on cash,
   cash equivalents and restricted cash

—

—

—

(21.6
)

—

(21.6
)
Increase (decrease) in cash, cash
   equivalents and restricted cash

—

—

160.6

(20.7
)

—

139.9

Cash, cash equivalents and restricted cash
   at beginning of period

—

—

17.8

133.8

—

151.6

Cash, cash equivalents and restricted cash
   at end of period

$
—

$
—

$
178.4

$
113.1

$
—

$
291.5

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

The condensed consolidating statements of cash flows for the nine months ended June 30, 2020 do not include non-cash transactions between Parent, Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. From time to time, we may enter into non-cash transactions for simplicity of execution of intercompany transactions. These may include intercompany non-cash capitalizations, intercompany non-cash returns of capital, intercompany debt-to-equity conversions or other transactions of a similar nature. The table below summarizes these non-cash transactions.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Nine Months Ended June 30, 2019

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Operating activities:

Net cash provided by (used for) operating
   activities

$
430.7

$
(512.4
)

$
445.9

$
1,035.4

$
—

$
1,399.6

Investing activities:

Capital expenditures

—

—

(2.5
)

(974.3
)

—

(976.8
)
Cash paid related to business combinations,
   net of cash acquired

—

—

—

(3,368.3
)

—

(3,368.3
)
Investment in unconsolidated entities

—

—

—

(10.4
)

—

(10.4
)
Proceeds from sale of property, plant and
   equipment

—

—

—

108.3

—

108.3

Proceeds from property, plant and equipment
   insurance settlement

—

—

—

16.5

—

16.5

Intercompany notes issued

—

—

(0.1
)

(75.7
)

75.8

—

Intercompany notes proceeds

—

9.2

4.3

3,870.2

(3,883.7
)

—

Intercompany capital investment

(563.0
)

(563.0
)

—

—

1,126.0

—

Other, net

—

—

28.2

1.8

—

30.0

Net cash (used for) provided by investing
   activities

(563.0
)

(553.8
)

29.9

(431.9
)

(2,681.9
)

(4,200.7
)
Financing activities:

Proceeds from issuance of notes

—

2,498.2

—

—

—

2,498.2

Additions to revolving credit facilities

—

67.2

—

125.0

—

192.2

Repayments of revolving credit facilities

—

(67.2
)

—

(110.0
)

—

(177.2
)
Additions to debt

—

4,101.8

(1.0
)

340.2

—

4,441.0

Repayments of debt

—

(2,187.1
)

(958.6
)

(1,519.3
)

—

(4,665.0
)
Additions to commercial paper, net

—

445.6

—

—

—

445.6

Other debt additions, net

—

35.3

—

10.6

—

45.9

Issuances of common stock, net of related
   minimum tax withholdings

8.6

—

—

—

—

8.6

Purchases of common stock

(88.6
)

—

—

—

—

(88.6
)
Cash dividends paid to stockholders

(350.7
)

—

—

—

—

(350.7
)
Cash distributions paid to noncontrolling
   interests

—

—

—

(3.4
)

—

(3.4
)
Intercompany notes borrowing

—

—

75.7

0.1

(75.8
)

—

Intercompany notes payments

—

(3,800.0
)

(70.2
)

(13.5
)

3,883.7

—

Intercompany capital receipt

563.0

—

—

563.0

(1,126.0
)

—

Other, net

—

(27.8
)

—

20.7

—

(7.1
)
Net cash provided by (used for)
   financing activities

132.3

1,066.0

(954.1
)

(586.6
)

2,681.9

2,339.5

Effect of exchange rate changes on cash,
   cash equivalents and restricted cash

—

—

—

3.9

—

3.9

(Decrease) increase in cash, cash
   equivalents and restricted cash

—

(0.2
)

(478.3
)

20.8

—

(457.7
)
Cash, cash equivalents and restricted cash
   at beginning of period

—

0.2

490.8

145.8

—

636.8

Cash, cash equivalents and restricted cash
   at end of period

$
—

$
—

$
12.5

$
166.6

$
—

$
179.1

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

The condensed consolidating statements of cash flows for the nine months ended June 30, 2019 do not include non-cash transactions between Parent, Issuer, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. From time to time, we may enter into non-cash transactions for simplicity of execution of intercompany transactions. These may include intercompany non-cash capitalizations, intercompany non-cash returns of capital, intercompany debt-to-equity conversions or other transactions of a similar nature. The table below summarizes these non-cash transactions.

Nine Months Ended June 30, 2019

(In millions)

Parent

Issuer

Guarantor Subsidiaries

Non-Guarantor Subsidiaries

Eliminations

Consolidated Total

Operating activities:

Intercompany receivables

$
(140.9
)

$
—

$
—

$
—

$
140.9

$
—

Intercompany payables

$
—

$
—

$
—

$
140.9

$
(140.9
)

$
—

Investing activities:

Intercompany notes issued

$
—

$
(3,800.0
)

$
(4,666.4
)

$
(8,715.4
)

$
17,181.8

$
—

Intercompany notes proceeds

$
—

$
4,519.8

$
4,519.8

$
4,759.6

$
(13,799.2
)

$
—

Intercompany capital investment

$
(10,396.2
)

$
(5,895.5
)

$
(6,880.5
)

$
—

$
23,172.2

$
—

Intercompany return of capital

$
606.7

$
1,479.6

$
1,021.4

$
—

$
(3,107.7
)

$
—

Financing activities:

Intercompany notes borrowing

$
—

$
4,436.3

$
479.1

$
12,266.4

$
(17,181.8
)

$
—

Intercompany notes payments

$
—

$
—

$
(959.6
)

$
(12,839.6
)

$
13,799.2

$
—

Intercompany capital receipt

$
—

$
10,396.2

$
5,413.7

$
7,362.3

$
(23,172.2
)

$
—

Intercompany capital distribution

$
(563.0
)

$
(606.7
)

$
(457.5
)

$
(1,480.5
)

$
3,107.7

$
—

Intercompany dividends paid

$
—

$
—

$
(302.2
)

$
(1,419.6
)

$
1,721.8

$
—

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

~~On October 1, 2019, we adopted ASU 2016-02 “Leases”,~~ ~~which is codified in ASC 842 and supersedes current lease guidance in ASC 840,~~ using the modified retrospective approach and as a result we did not restate prior periods. We elected the package of three practical expedients permitted within the standard pursuant to which we did not reassess initial direct costs, lease classification or whether our contracts contain or are leases. In addition, we also applied the practical expedient to account for the lease and non-lease components as a single lease component for all of our leases. We also made an accounting policy election to not recognize ROU assets and liability for leases with a term of 12 months or less unless the lease includes an option to renew or purchase the underlying asset that are reasonably certain to be exercised. The adoption of ASC 842 resulted in the recognition of ROU assets of $731.1 million (net of deferred rent and favorable/unfavorable lease liabilities) with corresponding operating lease liabilities of $783.9 million. The condensed consolidated financial statements for the periods ended June 30, 2020 are presented under the new standard, while comparative periods presented have not been adjusted and continue to be reported in accordance with the previous standard.

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. Our total lease cost, net was $79.2 million and $160.1 million during the three and six months ended March 31, 2021, respectively. Our total lease cost, net was $81.1 million and $160.1 million during the three and six months ended March 31, 2020, respectively. We obtained $98.4 million and $58.7 million of ROU assets ~~represent our right to use an underlying asset~~in exchange for ~~the lease term and~~ lease liabilities ~~represent our obligation to make lease payments arising from~~during the ~~lease. Effective October 1, 2019, operating lease ROU assets~~six months ended March 31, 2021 and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. 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. Some leases provide for variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. 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 quarterly basis for measurement of new lease liabilities.2020, respectively.

~~The following table presents certain information related to the lease costs for finance and operating leases (in millions):~~

The table below presents ~~the lease-related assets and liabilities recorded on the~~supplemental balance sheet information related to leases (in millions):

	Condensed Consolidated Balance Sheet Caption	June 30, 2020			Condensed Consolidated Balance Sheet Caption	March 31, 2021			September 30, 2020

Operating leases:
Operating lease right-of-use asset	Other assets	$	649.2		Other assets	$	696.4		$	658.6

Current operating lease liabilities	Other current liabilities	$	169.0		Other current liabilities	$	181.9		$	172.7
Operating lease liabilities	Other long-term liabilities		535.5		Other long-term liabilities		573.2			545.8
Total operating lease liabilities		$	704.5			$	755.1		$	718.5

Finance leases:
Property, plant and equipment		$	145.6			$	143.0		$	143.2
Accumulated depreciation			(19.0	)			(23.7	)		(19.1	)
Property, plant and equipment, net		$	126.6			$	119.3		$	124.1

Current finance lease liabilities	Current portion of debt	$	9.3		Current portion of debt	$	8.8		$	9.0
Noncurrent finance lease liabilities	Long-term debt due after one year		268.5		Long-term debt due after one year		260.5			265.8
Total finance lease liabilities		$	277.8			$	269.3		$	274.8

Our finance lease portfolio includes certain assets that are either fully depreciated or transferred for which the lease arrangement requires a one-time principal repayment on the maturity date of the lease obligation.

~~The table below presents supplemental cash flow information related to leases (in millions):~~

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities and finance lease liabilities recorded on the balance sheet (in millions):

~~At September 30, 2019, future minimum payments under all existing non-cancelable operating leases for the succeeding five years and thereafter were as follows (in millions):~~

Our business involves the use of heavy equipment, machinery and chemicals and requires the performance of activities that create safety exposures. The health and safety of our teammates is our first priority, and we have established safety policies, programs, procedures and training for our manufacturing operations. We are subject to a broad range of foreign, federal, state and local ~~environmental,~~laws and regulations relating to occupational health and safety, and our safety program includes measures required for compliance. In addition, our program includes the ongoing identification and elimination of workplace exposures that can lead to injuries and sharing of health and safety best practices. Failure to comply with applicable health and safety laws and regulations could subject us to fines, corrective actions or other sanctions.

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 lease or own. For those facilities where ACM is present and ACM is subject to regulation, we have established procedures for properly managing it.

We do not believe that future compliance with occupational health and safety laws and regulations will have a material adverse effect on our results of operations, financial condition or cash flows.

We are subject to numerous foreign, federal, state, local and international environmental laws and regulations, including those governing discharges to air, soil and ~~water,~~water; the management, treatment and disposal of hazardous substances, solid waste and hazardous ~~wastes,~~wastes; the investigation and remediation of contamination

resulting from historical site ~~operations~~operations; and ~~releases~~requirements relating to the use of chemicals in packaging. We are also subject to the requirements of environmental permits and similar authorizations issued by various governmental authorities. Complex and lengthy processes may be required to obtain and renew approvals, permits, and licenses for new, existing or modified facilities. Additionally, the use and handling of various chemicals or hazardous ~~substances,~~materials require release prevention plans and ~~the health and safety of employees.~~emergency response procedures. Our compliance initiatives related to these laws and regulations could result in significant costs, which could negatively impact our results of operations, financial condition and cash flows. ~~Any failure~~Failure to comply with environmental ~~or health and safety~~ laws and regulations, or any permits and authorizations required thereunder, could subject us to fines, corrective ~~action~~actions or other sanctions.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

We have been named as a potentially responsible party (“PRP”) in environmental remediation actions under various federal and state laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”). Many of these proceedings involve the cleanup of hazardous substances at sites that received waste from many different sources. While joint and several liability is authorized under CERCLA and analogous state laws, liability for CERCLA cleanups is typically shared with other PRPs, and costs are commonly allocated according to relative amounts of waste deposited and other factors. We believe we have insurance and contractual indemnification rights that may allow us to recover certain defense and other costs at some CERCLA sites. There are other remediation costs typically associated with the cleanup of hazardous substances at our current, closed or formerly-owned facilities, and recorded as liabilities in our balance sheet. Remediation costs are recorded in our financial statements when they become probable and reasonably estimable.

See “Note 18. Commitments and Contingencies” of the Notes to Consolidated Financial Statements section in the Fiscal ~~2019~~2020 Form 10-K for information related to environmental matters.

As of ~~June 30, 2020,~~March 31, 2021, we had ~~$8.1~~$4.9 million reserved for environmental liabilities on an undiscounted basis, of which ~~$2.9~~$1.7 million is included in other long-term liabilities and ~~$5.2~~$3.2 million is included in other current liabilities, including amounts accrued in connection with environmental obligations relating to manufacturing facilities that we have closed. We believe the liability for these matters was adequately reserved at ~~June 30, 2020.~~March 31, 2021.

We have been named a defendant in asbestos-related personal injury litigation. To date, the costs resulting from the litigation, including settlement costs, have not been significant. As of ~~June 30, 2020,~~March 31, 2021, there were approximately ~~1,125~~1,400 such lawsuits. We believe that we have substantial insurance coverage, subject to applicable deductibles and policy limits, with respect to asbestos claims. We also have valid defenses to these asbestos-related personal injury claims and intend to continue to defend them vigorously. Should the volume of litigation grow substantially beyond our expectations, it is possible that we could incur significant costs resolving these cases. We do not expect the resolution of pending asbestos litigation and proceedings to have a material adverse effect on our results of operations, financial condition or cash flows. In any given period or periods, however, it is possible such proceedings or matters could have ~~a material~~an adverse effect on our results of operations, financial condition or cash flows. At March 31, 2021, we had a $13.8 million estimated liability for these matters.

We are a defendant in a number of other lawsuits and claims arising out of the conduct of our business. While the ultimate results of such suits or other proceedings against us cannot be predicted with certainty, we believe the resolution of these other matters will not have a material adverse effect on our results of operations, financial condition or cash flows.

We are challenging claims by the Brazil Federal Revenue Department that we are liable for underpayment of tax, penalties and interest in relation to 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 2 of its Brazil subsidiaries. The matter has proceeded through the Brazil Administrative Council of Tax Appeals (“CARF”) principally in two proceedings, covering tax years 2003 to 2008 and 2009 to 2012. The tax and interest claim relating to tax years 2009 to 2012 was finalized and is now the subject of an annulment action we filed in the Brazil federal court. CARF notified us of its final decision regarding the tax, penalties and interest claims relating to tax years 2003 to 2008 on June 3, 2020. We have filed an annulment action in Brazil federal court with respect to that decision as well. The dispute related to penalties for tax years 2009 to 2012 remains before CARF.

We assert that we have 0 liability in these matters. The total amount in dispute before CARF and in the annulment actions relating to the claimed tax deficiency was R$~~691~~696 million ($~~127~~121 million) as of ~~June 30, 2020~~March 31, 2021, including various penalties and interest. The U.S. dollar equivalent has fluctuated significantly due to changes in exchange rates. The amount of our uncertain tax position reserve for this matter, that excludes certain penalties, is included in the unrecognized tax benefits table. See “Note 6. Income Taxes” of the Notes to Consolidated Financial Statements section in the Fiscal ~~2019~~ 2020 Form 10-K. Resolution of the uncertain tax positions could have a material adverse effect on our cash flows and results of operations or materially benefit our results of operations in future periods depending upon their ultimate resolution.

~~Notes to Condensed Consolidated Financial Statements (Unaudited) (Continued)~~

We make certain guarantees in the normal course of conducting our operations, for compliance with certain laws and regulations, or in connection with certain business dispositions. The guarantees include items such as funding of net losses in proportion to our ownership share of certain joint ventures, debt guarantees related to certain unconsolidated entities acquired in acquisitions, indemnifications of lessors in certain facilities and equipment operating leases for items such as additional taxes being assessed due to a change in tax law and certain other agreements. We estimate our exposure to these matters could be approximately $50 million. As of ~~June 30, 2020,~~March 31, 2021, we had recorded ~~$9.7~~$9.6 million for the estimated fair value of these guarantees. We are unable to estimate our maximum exposure under operating leases because it is dependent on potential changes in the tax laws; however, we believe our exposure related to guarantees would not have a material impact on our results of operations, financial condition or cash flows.

In March 2017, the Supreme Court of Brazil issued a decision concluding that certain state value added tax should not be included in the calculation of federal gross receipts taxes. Subsequently, in fiscal 2019 and 2020, the Supreme Court of Brazil rendered favorable decisions on ~~six~~eight of our cases granting us the right to recover certain state value added tax. The tax authorities in Brazil have filed a Motion of Clarification with the Supreme Court of Brazil and the timing of the decision is unknown at this time. However, based on our ~~preliminary~~ evaluation and the opinion of our tax and legal advisors, we believe the decision reduced our gross receipts tax in Brazil prospectively and retrospectively, and will allow us to recover tax amounts collected by the government. Due to the volume of invoices being reviewed (January 2002 to September 2019), we have recorded the estimated recoveries across several periods beginning in the fourth quarter of fiscal 2019 as we have reviewed the documents and the amount has become estimable.

In the three months ~~and nine months~~ ended ~~June 30,~~March 31, 2020, we recorded a receivable for our expected recovery and interest that consisted primarily of a ~~$4.2 million and $27.7~~$0.4 million reduction of cost of goods sold and a ~~$6.0~~$0.9 million reduction of interest expense, net. In the six months ended March 31, 2021 and 2020, we recorded a receivable for our expected recovery and interest that consisted primarily of a $0.6 million and ~~$17.6~~$23.5 million reduction of cost of goods sold and a $0.3 million and $11.6 million reduction of interest expense, net, respectively. We are monitoring the status of our remaining cases, and subject to the resolution in the ~~process of calculating additional recoveries for 2009, and~~courts, we may record additional amounts in future ~~periods as we complete our analysis. We will continue to evaluate the impact of the court’s decision on the remainder of our cases.~~periods.

In July 2015, our board of directors authorized a repurchase program of up to 40.0 million shares of our ~~common stock, par value $0.01 per share (“~~Common Stock,~~”),~~ representing approximately 15% of our outstanding common stock, par value $0.01 per share (“Common Stock”) as of July 1, 2015. The shares of Common Stock may be repurchased over an indefinite period of time at the discretion of management. Pursuant to the program, in the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, we repurchased 0 shares of Common Stock. ~~In the nine months ended June 30, 2019, we repurchased approximately 2.1 million shares of Common Stock for an aggregate cost of $88.6 million.~~ As of ~~June 30, 2020,~~March 31, 2021, we had approximately 19.1 million shares of Common Stock available for repurchase under the program.

The tables below summarize the changes in accumulated other comprehensive loss, net of tax, by component for the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019~~ (in millions):

The net of tax amounts were determined using the jurisdictional statutory rates, and reflect effective tax rates averaging ~~25%~~24% to ~~26%~~25% for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 and ~~25%~~26% to ~~26%~~27% for the ~~nine~~six months ended ~~June 30, 2019.~~March 31, 2020. Although we are impacted by the exchange rates of a number of currencies, foreign currency translation adjustments recorded in accumulated other comprehensive loss for the ~~nine~~six months ended ~~June 30,~~March 31, 2021 were primarily due to gains in the Canadian dollar, Mexican Peso and British Pound partially offset by losses in the Brazilian Real, each against the U.S. dollar. Foreign currency translation gains recorded in accumulated other comprehensive loss for the six months ended March 31, 2020 were primarily due to losses in the Brazilian Real, Mexican Peso, Canadian dollar, ~~and Euro, each against the U.S. dollar. Foreign currency translation losses recorded in accumulated other comprehensive loss for the nine months ended June 30, 2019 were primarily due to losses in the~~ ~~Canadian~~Australian dollar ~~Mexican Peso, British Pound~~ and Euro partially offset by gains in the ~~Brazilian Real,~~British Pound, each against the U.S. dollar.

The following table summarizes the reclassifications out of accumulated other comprehensive loss by component (in millions):

	Three Months Ended								Three Months Ended								Three Months Ended								Three Months Ended
	June 30, 2020								June 30, 2019								March 31, 2021								March 31, 2020
	Pretax			Tax		Net of Tax			Pretax			Tax		Net of Tax			Pretax			Tax		Net of Tax			Pretax			Tax		Net of Tax
Amortization of defined benefit pension and postretirement items: ⁽¹⁾
Actuarial losses ⁽²⁾	$	(11.4	)	$	2.6	$	(8.8	)	$	(5.9	)	$	1.5	$	(4.4	)	$	(7.4	)	$	1.7	$	(5.7	)	$	(11.5	)	$	3.1	$	(8.4	)
Prior service costs ⁽²⁾		(1.3	)		0.3		(1.0	)		(0.5	)		0.1		(0.4	)		(1.3	)		0.3		(1.0	)		(1.3	)		0.3		(1.0	)
Subtotal defined benefit plans		(12.7	)		2.9		(9.8	)		(6.4	)		1.6		(4.8	)		(8.7	)		2.0		(6.7	)		(12.8	)		3.4		(9.4	)

Derivative Instruments: ⁽¹⁾
Interest rate swap hedge loss ⁽³⁾		(1.4	)		0.3		(1.1	)		—			—		—
Interest rate swap hedge (loss) gain ⁽³⁾																		(1.9	)		0.5		(1.4	)		0.3			—		0.3
Natural gas commodity hedge loss ⁽⁴⁾																		—			—		—			(3.7	)		1.0		(2.7	)
Subtotal cash flow hedges																		(1.9	)		0.5		(1.4	)		(3.4	)		1.0		(2.4	)

Total reclassifications for the period	$	(14.1	)	$	3.2	$	(10.9	)	$	(6.4	)	$	1.6	$	(4.8	)	$	(10.6	)	$	2.5	$	(8.1	)	$	(16.2	)	$	4.4	$	(11.8	)

⁽¹⁾ Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.

⁽²⁾ Included in the computation of net periodic pension cost. See “Note 5.4. Retirement Plans” for additional details.

⁽³⁾ These accumulated other comprehensive income components are included in Interest expense, net.

⁽⁴⁾These accumulated other comprehensive income components are included in Cost of goods sold.

	Nine Months Ended								Nine Months Ended								Six Months Ended								Six Months Ended
	June 30, 2020								June 30, 2019								March 31, 2021								March 31, 2020
	Pretax			Tax		Net of Tax			Pretax			Tax		Net of Tax			Pretax			Tax		Net of Tax			Pretax			Tax			Net of Tax
Amortization of defined benefit pension and postretirement items: ⁽¹⁾
Actuarial losses ⁽²⁾	$	(34.5	)	$	8.7	$	(25.8	)	$	(16.6	)	$	4.3	$	(12.3	)	$	(14.8	)	$	3.6	$	(11.2	)	$	(23.1	)	$	6.1		$	(17.0	)
Prior service costs ⁽²⁾		(3.3	)		0.8		(2.5	)		(1.7	)		0.4		(1.3	)		(2.8	)		0.7		(2.1	)		(2.0	)		0.5			(1.5	)
Reclassification of stranded tax effects ⁽³⁾		—			73.4		73.4			—			—		—			—			—		—			—			73.4			73.4
Subtotal defined benefit plans		(37.8	)		82.9		45.1			(18.3	)		4.7		(13.6	)		(17.6	)		4.3		(13.3	)		(25.1	)		80.0			54.9

Derivative Instruments: ⁽¹⁾
Interest rate swap hedge loss ⁽⁴⁾		(0.4	)		0.1		(0.3	)		—			—		—
Natural gas commodity hedge loss ⁽⁵⁾		(2.6	)		0.7		(1.9	)		—			—		—
Interest rate swap hedge (loss) gain ⁽⁴⁾																		(3.9	)		1.0		(2.9	)		1.0			(0.2	)		0.8
Natural gas commodity hedge gain ⁽⁵⁾																		—			—		—			(2.6	)		0.7			(1.9	)
Subtotal cash flow hedges		(3.0	)		0.8		(2.2	)		—			—		—			(3.9	)		1.0		(2.9	)		(1.6	)		0.5			(1.1	)

Total reclassifications for the period	$	(40.8	)	$	83.7	$	42.9		$	(18.3	)	$	4.7	$	(13.6	)	$	(21.5	)	$	5.3	$	(16.2	)	$	(26.7	)	$	80.5		$	53.8

⁽¹⁾ Amounts in parentheses indicate charges to earnings. Amounts pertaining to noncontrolling interests are excluded.

⁽²⁾ Included in the computation of net periodic pension cost. See “Note 5.4. Retirement Plans” for additional details.

⁽³⁾ Amount reclassified to retained earnings as a result of the adoption of ASU 2018-02.

⁽⁴⁾ These accumulated other comprehensive income components are included in Interest expense, net.

⁽⁵⁾ These accumulated other comprehensive income components are included in Cost of goods sold.

The restricted stock awards that we grant to non-employee directors are considered participating securities as they receive non-forfeitable rights to dividends at the same rate as our Common Stock. As participating securities, we include these instruments in the earnings allocation in computing earnings per share under the two-class method described in ASC 260, “Earnings per ~~Share.~~Share”. The following table sets forth the computation of basic and diluted earnings per share under the two-class method (in millions, except per share data):

	Three Months Ended				Nine Months Ended					Three Months Ended						Six Months Ended
	June 30,				June 30,					March 31,						March 31,
	2020		2019		2020			2019		2021			2020			2021			2020
Numerator:
Net income attributable to common stockholders	$	178.5	$	252.6	$	465.1		$	552.1	$	112.5		$	148.1		$	264.5		$	286.6
Less: Distributed and undistributed income available to participating securities		—		—		(0.1	)		—		(0.1	)		(0.1	)		(0.1	)		(0.1	)
Distributed and undistributed income available to common stockholders	$	178.5	$	252.6	$	465.0		$	552.1	$	112.4		$	148.0		$	264.4		$	286.5

Denominator:
Basic weighted average shares outstanding		259.4		257.3		258.9			256.2		264.9			259.0			263.8			258.6
Effect of dilutive stock options and non- participating securities		1.0		1.3		1.3			2.9		2.1			1.2			2.1			1.5
Diluted weighted average shares outstanding		260.4		258.6		260.2			259.1		267.0			260.2			265.9			260.1

Basic earnings per share attributable to common stockholders	$	0.69	$	0.98	$	1.80		$	2.15	$	0.42		$	0.57		$	1.00		$	1.11
Diluted earnings per share attributable to common stockholders	$	0.69	$	0.98	$	1.79		$	2.13	$	0.42		$	0.57		$	0.99		$	1.10

Approximately ~~4.0~~0.6 million and ~~1.4~~1.8 million awards in the three months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive. Approximately ~~2.2~~0.6 million and ~~1.3~~1.4 million awards in the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ respectively, were not included in computing diluted earnings per share because the effect would have been antidilutive.

The following discussion should be read in conjunction with the condensed consolidated financial statements and Notes thereto included herein and our audited Consolidated Financial Statements and Notes thereto for the fiscal year ended September 30, ~~2019,~~2020, as well as the information under the heading “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are part of the Fiscal ~~2019~~2020 Form 10-K. The following discussion includes certain non-GAAP financial measures. See our reconciliations of non-GAAP financial measures in the “Non-GAAP Financial Measures” section below.

We report our financial results of operations in the following ~~three~~two reportable segments: Corrugated Packaging, which consists of our containerboard mills, corrugated packaging and distribution operations, as well as our merchandising displays and recycling procurement operations; and Consumer Packaging, which consists of our consumer mills and food and beverage and partition ~~operations; and~~operations. Prior to the completion of our monetization program in fiscal 2020, we had a third reportable segment, Land and Development, which previously sold real estate, primarily in the Charleston, SC region. Certain income and expenses are not allocated to our segments and, thus, the information that management uses to make operating decisions and assess performance does not reflect ~~these~~such amounts. See “Note 1. Basis of Presentation and Significant Accounting ~~Policies—~~Policies — Basis of Presentation~~” and “Note 7. Segment Information~~” for more information.

~~On November 2, 2018, we completed the KapStone Acquisition.~~ KapStone is a leading North American producer and distributor of containerboard, corrugated products and specialty papers, including liner and medium containerboard, kraft papers and saturating kraft. KapStone also owns Victory Packaging, a packaging solutions distribution company with facilities in the U.S., Canada and Mexico. We have included the financial results of KapStone in our Corrugated Packaging segment since the date of the ~~KapStone Acquisition.~~EXECUTIVE SUMMARY

~~See “Note 3. Acquisitions and Investment” of the Notes to Consolidated Financial Statements section in the Fiscal 2019 Form 10-K and “Note 3. Acquisitions” of the Notes to Condensed Consolidated Financial Statements for more information.~~

Net sales of ~~$4,236.3~~$4,437.8 million for the ~~third~~second quarter of fiscal ~~2020~~2021 decreased ~~$453.7~~$9.5 million, or ~~9.7%~~0.2%, compared to the ~~third~~second quarter of fiscal ~~2019.~~2020. This decrease was primarily due to ~~lower~~the aggregate lost sales associated with the ransomware incident and winter weather (“the Events”) of an estimated $189.1 million that were partially offset by the impact of higher selling price/mix and ~~lower~~higher volumes ~~including~~excluding the ~~impact of COVID-19, as well as unfavorable foreign currency impacts across our segments.~~Events. See the discussion under “Ransomware Incident” below for more information.

~~Segment income decreased $162.1~~Earnings per diluted share were $0.42 and $0.57 in the three months ended March 31, 2021 and 2020, respectively. Adjusted Earnings Per Diluted Share were $0.54 and $0.67 in the three months ended March 31, 2021 and 2020, respectively. The lost sales and operational disruption from the Events had a negative impact of $80.1 million pre-tax, or $0.23 per share, on both earnings per diluted share and Adjusted Earnings Per Diluted Share. See the discussion and tables under “Non-GAAP Financial Measures” below.

Net cash provided by operating activities in the six months ended March 31, 2021 and 2020 was $851.6 million and $598.8 million, respectively, primarily due to $334.8 million of favorable working capital compared to the prior year period, including the payment of certain fiscal 2020 bonuses and the Company’s 401(k) match and annual company contribution (i.e. up to 5% and 2.5%, respectively) in the form of stock, rather than cash, and deferral of certain payroll taxes in connection with the WestRock Pandemic Action Plan that were partially offset by an increase in accounts receivable associated with delayed billing related to the ransomware incident during the second quarter of fiscal 2021. We expect the level of accounts receivable to normalize in the third quarter of fiscal ~~2020 compared to~~2021. During the ~~third quarter~~six months ended March 31, 2021, we paid down $488.0 million of ~~fiscal 2019, primarily due to lower Corrugated Packaging segment income partially offset by higher Consumer Packaging segment income.~~ debt.

A detailed review of our performance appears below under “Results of Operations ~~(Consolidated)” and “Results of Operations (Segment Data)~~”.

~~WestRock Pandemic Action Plan~~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, including shutting down certain systems out of an abundance of caution, as well as taking steps to supplement existing security monitoring, scanning and protective measures. We notified law enforcement and contacted our customers to apprise them of the situation.

We estimate segment income impact of the lost sales and operational disruption of this incident on our operations in the second quarter of fiscal 2021 to be approximately $50 million, as well as approximately $20 million of ransomware recovery costs, primarily professional fees. We estimate that the total insurance claim will be approximately $75 million. We expect to recover substantially all of the ransomware losses from cyber and business interruption insurance in future periods. Disputes over the extent of insurance coverage for claims are not uncommon, and there will be a time lag between the initial incurrence of costs and the receipt of any insurance proceeds. While the impact of lost sales and operational disruption is behind us, we expect to incur some additional recovery costs in the second half of fiscal 2021, albeit at a diminished rate.

We are ~~executing~~making information technology investments that we had planned to make in future periods in order to further strengthen our ~~differentiated strategy with financial strength and substantial liquidity,~~information security infrastructure. We engaged a leading cybersecurity defense firm that completed a forensics investigation of the ransomware incident and we are ~~adapting quickly~~taking appropriate actions in response to ~~changing market conditions. Given~~ the ~~uncertainties associated with~~findings. For example, in the ~~severity~~short-term, we reset all credentials Company-wide and ~~duration of COVID-19,~~strengthened security tooling across our servers and workstations. In the long-term, we are ~~implementing~~continuing to advance the ~~WestRock Pandemic Action Plan, which~~maturity and effectiveness of our information security resiliency strategy and capabilities. Our technology team has accelerated its roadmap to further strengthen the resiliency of our information security infrastructure across the Company that aims to enable us to detect, respond and recover more quickly from security and technical incidents. More specifically, we ~~communicated in May 2020~~plan to take actions to improve our security monitoring capabilities and ~~expect will provide an additional $1 billion in cash through~~enhance the ~~end of fiscal 2021 that we will be able to use to reduce~~information security within our ~~outstanding indebtedness, with more than $350 million expected to be achieved in fiscal 2020. Pursuant to the WestRock Pandemic Action Plan, we:~~mills and plants.

We expect to benefit from strong demand for our products during the fiscal third quarter. Our earnings for the fiscal third quarter should increase sequentially as we return to normal business operations and benefit from continued strength in packaging demand and the implementation of previously published price increases. These items are expected to be partially offset by modest sequential inflation across recycled fiber, chemical and transportation costs. In our Corrugated Packaging segment, the third fiscal quarter is our peak mill outage quarter and we expect to take approximately 112,000 tons of scheduled maintenance downtime across our North American containerboard mills. In our Consumer Packaging segment, we had approximately 20,000 tons of paperboard shipments that were deferred from the second fiscal quarter to the third fiscal quarter due to the disruptions that we experienced during the second fiscal quarter.

For fiscal 2021, we expect to benefit from the continued flow through of previously published price increases and growth in packaging across our ~~actions under~~primary end markets, as well as the ~~WestRock Pandemic Action Plan will position us~~benefit from completing certain of our strategic capital projects. For example, we expect our Florence, SC mill to ~~sustain~~reach full production levels by the end of the fourth quarter of fiscal 2021 and improved margins from our business in Brazil that were negatively impacted in the first half of fiscal 2021 by maintenance and capital outages at the Tres Barras mill. In addition, our short-term incentive payouts for fiscal 2020 were below target and we will continue accruing short-term incentive payouts for fiscal 2021 at a ~~range of economic~~ level that is higher than the payout level for fiscal 2020. Given our outlook for earnings

and ~~market conditions and position us for long-term success.~~anticipated strong cash flows, we expect to continue to reduce our debt.

Our first priority is the health and safety of our teammates. We have taken, and continue to take, actions to protect the health and safety of our teammates during ~~COVID-19, including~~:

We have also implemented health questionnaires and temperature screenings in compliance with applicable law and launched an online Coronavirus Resource Center to keep our teammates up to date on Company and health authority information, including information from the World Health Organization and the U.S. Centers for Disease ~~Control and Prevention.~~

~~During~~ the third quarter of fiscal 2020, we provided one-time recognition awards to our teammates who work in manufacturing and operations and recognized expense of $31.6 million for those awards. We also incurred an additional expense of $20.6 million for cleaning, safety supplies and equipment, screening resources and other items. We expect to continue to incur expenses for these items as needed in the future.

COVID-19. Our business is an essential part of the global supply chain. Our paper and packaging products enable our customers to package essential food, beverage, health products, cleaning products and other goods. We are continuing to operate and meet or exceed our customers’ needs in this rapidly evolving demand environment.

~~We have~~ In May 2020, we formed a business continuity team comprised of senior leaders throughout our organization that ~~develops~~continues to meet regularly to develop and ~~implements~~implement business continuity plans to ensure that our operations are well positioned to continue producing and delivering products to customers without disruption. The business continuity team meets regularly to identify and address issues as they arise and focuses on taking actions that address current circumstances associated with COVID-19 while positioning us for future growth.

~~Financial Flexibility~~During the three and ~~Liquidity~~six months ended March 31, 2021, we recorded $7.1 million and $40.8 million of expense related to COVID-19, including $22.0 million of relief payments to employees in the first quarter of fiscal 2021. The balance was for increased costs for safety, cleaning and other items related to COVID-19. We began tracking the impact of costs for safety, cleaning and other items related to COVID-19 in the third quarter of fiscal 2020. We expect to continue to incur additional costs related to safety, cleaning and other items related to COVID-19 as needed in the foreseeable future.

~~In June 2020, WRKCo issued $600.0 million aggregate principal amount~~We continue to execute our differentiated strategy with financial strength and substantial liquidity, and we continue to adapt to changing market conditions as a result of ~~its 3.00% Senior Notes due 2033.~~COVID-19. ~~Our~~At March 31, 2021, we had approximately $3.6 billion of availability under long-term committed credit facilities and cash and cash ~~equivalents and long-term committed available borrowings aggregated to more than $3.2 billion of liquidity at June 30, 2020.~~ equivalents. We have limited debt maturities prior to March 2022. We continue to believe that we have substantial liquidity to navigate the current dynamic environment, and remain focused on maintaining our investment grade rating and managing our working capital and taking appropriate actions to ensure our access to necessary liquidity.

~~The CARES Act allows employers~~Given the uncertainties associated with the severity and duration of the pandemic, in May 2020 we announced, and began implementing, the WestRock Pandemic Action Plan. We have modified the WestRock Pandemic Action Plan as the impact of COVID-19 has continued and we may further modify it in the future by, for example, increasing our dividend, changing our capital expenditure assumptions, future estimates or the duration of the planned items. We expect that the actions that we have undertaken and will continue to ~~postpone paying their~~undertake pursuant to the plan will provide an additional approximately $1 billion in cash through the end of calendar 2021 that we will be able to use to reduce our outstanding indebtedness. Pursuant to the WestRock Pandemic Action Plan, as modified, we are committed to: (i) continue to protect the safety and well-being of our teammates, (ii) continue to match our supply with our customers’ demand, (iii) reduce discretionary expenses, (iv) use Common Stock to make Company funded 401(k) match and annual contribution (i.e. up to 5% and 2.5%, respectively) beginning July 1, 2020 through September 30, 2021, (v) target reducing fiscal 2021 capital investments to a range of $800 million to $900 million (up from an initial range of $600 to $800 million), and (vi) resetting our quarterly dividend to $0.20 per share for an annual rate of $0.80 per share, which we did in May 2020. On May 4, 2021, our board of directors declared a quarterly dividend of $0.24 per share, an increase of $0.04 per share, or 20%, representing a $0.96 per share annualized dividend.

In addition, we followed through on previously disclosed commitments under the WestRock Pandemic Action Plan, as modified, including that we (i) decreased the salaries of our senior executive team by up to 25% from May 1, 2020 through December 31, 2020 and decreased the retainer for members of our board of directors by 25% for the third and fourth calendar quarters of 2020, (ii) used Common Stock to pay our annual incentive for fiscal 2020 for nearly all participants and set the payout level at 50% of the target opportunity subject to a safety modifier, as well as for Company funded 401(k) match and our annual contribution as noted above, and (iii) postponed $116.5 million of employment taxes incurred through the end of calendar year ~~2020.~~2020, pursuant to relief offered under the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. We ~~expect~~also reduced fiscal 2020 capital investments to ~~postpone an estimated $120~~$978.1 million ~~of such payments over the next three quarters and will be required~~after targeting to ~~pay 50% of these amounts in December 2021 and the remaining 50% in December 2022.~~

~~End Market Segment Demand Trends~~reduce them by approximately $150 million to approximately $950 million.

~~End market demand trends continue to be significantly impacted by COVID-19.~~ 33

In ~~the third quarter of~~ fiscal 2020, w~~e continued to experience strong sequential demand from the e-commerce, food and healthcare end markets. However, strength in these end markets was~~we achieved more than ~~offset by lower sales in other market segments, including industrial, protein, commercial print and high-end consumer products.~~We are not certain whether these trends will continue into future reporting periods and, if so, for how long, or if the pickup we have seen in several of these market segments coincident with the reopening$350 million of the ~~economy will continue. We believe that our diverse portfolio~~approximately $1 billion goal set forth in the WestRock Pandemic Action Plan, as modified. As of ~~paper and packaging products positions us well to adapt and meet our customers’ changing needs across a broad cross-section~~March 31, 2021, we had achieved more than $750 million of the ~~economy. In particular, for customers and markets that have had increased demand, the scale of our operations has enabled us to partner with our customers to support these needs.~~

approximately $1 billion goal. We expect that our ~~financial results in~~actions under the ~~fourth quarter of fiscal 2020~~WestRock Pandemic Action Plan will continue to ~~be impacted by changing demand trends across many~~position us both to sustain our business in a range of our end markets. We expect shipment volumes to improve sequentially from the third quarter, including the benefit from an additional shipping day, as well as the month-to-month recovery we are seeing in our monthly box shipment trends in May, Juneeconomic and ~~July. From a cost perspective, we expect our recycled fiber costs in the fourth quarter of fiscal 2020 to be approximately $25 dollars per ton lower than the average in the fiscal third quarter,~~market conditions and we expect other commodity costs to be similar. We plan to take 112,000 tons of maintenance downtime in the fourth quarter of fiscal 2020, and we will not benefit from approximately $29 million of non-recurring items that we experienced in the third fiscal quarter for ~~items such as a reduction in our annual short-term incentive compensation.~~long-term success.

See Item 7. “~~The second half~~Management’s Discussion and Analysis of ~~our fiscal year has traditionally been the strongest period for cash flow generation. With our expectation~~Financial Condition and Results of ~~relatively stable sequential earnings, as well as our focus on managing working capital, reduced levels of capital investment and the other benefits we expect to realize from the~~Operations — COVID-19 RESPONSE — WestRock Pandemic Action Plan ~~we expect to generate strong cash flows in the fiscal fourth quarter.~~

At June 30, 2020, we evaluated the current economic environment, including our current assessment of the impact of COVID-19, and there were no indicators of impairment of our long-lived assets, including goodwill that required a quantitative test to be performed. Our estimates involve numerous assumptions about the future growth and potential volatility in revenues and costs, capital expenditures, industry and global economic factors, interest rate environment and future business strategy. Accordingly, our accounting estimates may materially change from period to period due to changing market factors, including those driven by COVID-19. We will continue to monitor future events, changes in circumstances and the potential impact thereof, including performing our annual goodwill impairment assessment in the fourth quarter of fiscal 2020. If actual results are not consistent with our assumptions and estimates, we may be exposed to impairment losses that could be material. See ~~Item 1A.~~ “~~Risk Factors —~~ ~~We Have a Significant Amount of Goodwill and Other Intangible Assets and a Write-Down Would Adversely Impact Our Operating Results and Shareholders~~” ~~in the Fiscal 2019 Form 10-K~~. ~~See “Note 1. Description of Business and Summary of Significant Accounting Policies — Goodwill and Long-Lived Assets~~” in ~~the~~our Fiscal ~~2019~~2020 Form 10-K for additional ~~information regarding the results of, and our methods and assumptions applied to perform, our goodwill impairment testing in fiscal 2019.~~

We report our financial results in accordance with GAAP. However, we have included financial measures that were not prepared in accordance with GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures of other companies.

We use the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these non-GAAP financial measures provide our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because the measures exclude restructuring and other 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 to evaluate 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 income attributable to common stockholders and Earnings per diluted share, respectively.

Earnings per diluted share were $0.69 in the third quarter of fiscal 2020 compared to $0.98 in the third quarter of fiscal 2019. Adjusted Earnings Per Diluted Share were $0.76 and $1.11 in the third quarter of fiscal 2020 and 2019, respectively.

Set forth below is a reconciliation of the non-GAAP financial measure Adjusted Earnings Per Diluted Share to Earnings per diluted share, the most directly comparable GAAP measure (in dollars per share) for the periods indicated.

The GAAP results in the tables below for Pre-Tax, Tax and Net of Tax are equivalent to the line items “Income before income taxes”, “Income tax expense” and “Consolidated net income”, respectively, as reported on the statements of income. Set forth below are reconciliations of Adjusted Net Income to the most directly comparable GAAP measure, Net income attributable to common stockholders (represented in the table below as the GAAP Results for Consolidated net income (i.e. Net of Tax) less net income attributable to Noncontrolling interests), for the periods indicated (in millions):information.

Three Months Ended June 30, 2020

Nine Months Ended June 30, 2020

Pre-Tax

Tax

Net of Tax

Pre-Tax

Tax

Net of Tax

GAAP Results

$
199.2

$
(19.2
)

$
180.0

$
591.9

$
(123.5
)

$
468.4

Restructuring and other items

9.7

(2.4
)

7.3

56.2

(14.0
)

42.2

COVID-19 manufacturing and operations
   bonus

31.6

(7.7
)

23.9

31.6

(7.7
)

23.9

North Charleston and Florence transition
   and reconfiguration costs

6.3

(1.5
)

4.8

43.4

(10.6
)

32.8

Losses at closed plants, transition and
   start-up costs

5.6

(1.2
)

4.4

19.1

(4.8
)

14.3

Accelerated depreciation on major capital
   projects and certain plant closures

—

—

—

17.1

(4.2
)

12.9

Loss on extinguishment of debt

0.6

(0.2
)

0.4

1.1

(0.3
)

0.8

Multiemployer pension withdrawal

—

—

—

0.9

(0.2
)

0.7

Brazil indirect tax claim

(9.9
)

3.3

(6.6
)

(45.0
)

14.2

(30.8
)
Adjustment related to Tax Cuts and
   Jobs Act

—

(16.4
)

(16.4
)

—

(16.4
)

(16.4
)
Direct costs (recoveries) from Hurricane
   Michael, net of related proceeds

0.5

(0.1
)

0.4

(16.1
)

4.0

(12.1
)
Litigation recovery

—

—

—

(11.5
)

2.8

(8.7
)
Gain on sale of certain closed facilities

—

—

—

(5.5
)

1.3

(4.2
)
Land and Development operating results

—

—

—

(1.3
)

0.3

(1.0
)
Other

0.9

(0.3
)

0.6

7.0

(1.8
)

5.2

Adjusted Results

$
244.5

$
(45.7
)

$
198.8

$
688.9

$
(160.9
)

$
528.0

Noncontrolling interests

(1.5
)

(3.3
)
Adjusted Net Income

$
197.3

$
524.7

Three Months Ended June 30, 2019

Nine Months Ended June 30, 2019

Pre-Tax

Tax

Net of Tax

Pre-Tax

Tax

Net of Tax

GAAP Results

$
331.4

$
(77.6
)

$
253.8

$
743.0

$
(187.5
)

$
555.5

Restructuring and other items

17.9

(4.0
)

13.9

107.1

(12.9
)

94.2

Direct costs from Hurricane Michael,
   net of related proceeds

3.6

(0.9
)

2.7

42.3

(10.4
)

31.9

Accelerated depreciation on major capital
   projects

9.4

(2.3
)

7.1

27.0

(6.8
)

20.2

Inventory stepped-up in purchase
   accounting, net of LIFO

—

—

—

24.7

(6.0
)

18.7

Losses at closed plants, transition and
   start-up costs

8.6

(2.7
)

5.9

15.4

(4.6
)

10.8

Land and Development impairment and
   operating results ⁽¹⁾

(1.6
)

0.4

(1.2
)

10.2

(2.5
)

7.7

Impact of Tax Cuts and Jobs Act

—

—

—

—

4.1

4.1

Loss on extinguishment of debt

3.2

(0.7
)

2.5

4.7

(1.1
)

3.6

Loss (gain) on sale of certain closed
   facilities

2.7

(0.7
)

2.0

(47.8
)

11.7

(36.1
)
Interest accretion and other

—

—

—

(5.5
)

1.3

(4.2
)
Other

1.5

(0.4
)

1.1

8.0

(1.9
)

6.1

Adjusted Results

$
376.7

$
(88.9
)

$
287.8

$
929.1

$
(216.6
)

$
712.5

Noncontrolling interests

(1.2
)

(3.4
)
Adjusted Net Income

$
286.6

$
709.1

~~We present certain of these charges in more detail in “Note 4. Restructuring and Other Costs” of the Notes to Condensed Consolidated Financial Statements.~~

The following table summarizes our consolidated results for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019~~ (in millions):

	Three Months Ended						Nine Months Ended						Three Months Ended						Six Months Ended
	June 30,						June 30,						March 31,						March 31,
	2020			2019			2020			2019			2021			2020			2021			2020
Net sales	$	4,236.3		$	4,690.0		$	13,107.3		$	13,637.4		$	4,437.8		$	4,447.3		$	8,839.3		$	8,871.0
Cost of goods sold		3,466.3			3,701.1			10,723.5			10,967.1			3,688.2			3,642.5			7,336.8			7,257.2
Gross profit		770.0			988.9			2,383.8			2,670.3			749.6			804.8			1,502.5			1,613.8
Selling, general and administrative, excluding intangible amortization		390.1			442.4			1,234.4			1,287.4			458.4			418.6			876.2			844.3
Selling, general and administrative intangible amortization		99.6			102.4			301.5			297.7			88.6			100.1			180.5			201.9
Loss (gain) on disposal of assets		1.0			6.5			(5.9	)		(37.3	)		0.3			(5.6	)		2.8			(6.9	)
Multiemployer pension withdrawal income		(2.0	)		(1.7	)		(1.1	)		(1.7	)
Land and Development impairments		—			—			—			13.0
Multiemployer pension withdrawal expense														—			0.9			—			0.9
Restructuring and other costs		9.7			17.9			56.2			107.1			5.2			16.4			12.9			46.5
Operating profit		271.6			421.4			798.7			1,004.1			197.1			274.4			430.1			527.1
Interest expense, net		(92.4	)		(111.1	)		(283.2	)		(317.3	)		(83.5	)		(97.3	)		(177.3	)		(190.8	)
Loss on extinguishment of debt		(0.6	)		(3.2	)		(1.1	)		(4.7	)		—			(0.5	)		(1.1	)		(0.5	)
Pension and other postretirement non-service income		25.6			18.9			78.4			54.9			35.0			26.1			69.9			52.8
Other (expense) income, net		(5.0	)		3.7			(9.6	)		(2.3	)		(13.4	)		(0.9	)		7.4			(4.6	)
Equity in income of unconsolidated entities		—			1.7			8.7			8.3			9.7			4.9			18.7			8.7
Income before income taxes		199.2			331.4			591.9			743.0			144.9			206.7			347.7			392.7
Income tax expense		(19.2	)		(77.6	)		(123.5	)		(187.5	)		(30.5	)		(57.8	)		(80.8	)		(104.3	)
Consolidated net income		180.0			253.8			468.4			555.5			114.4			148.9			266.9			288.4
Less: Net income attributable to noncontrolling interests		(1.5	)		(1.2	)		(3.3	)		(3.4	)		(1.9	)		(0.8	)		(2.4	)		(1.8	)
Net income attributable to common stockholders	$	178.5		$	252.6		$	465.1		$	552.1		$	112.5		$	148.1		$	264.5		$	286.6

(In millions, except percentages)	First Quarter			Second Quarter			Third Quarter			Nine Months Ended 6/30			Fourth Quarter		Fiscal Year		First Quarter			Second Quarter			Six Months Ended 3/31			Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2019	$	4,327.4		$	4,620.0		$	4,690.0		$	13,637.4		$	4,651.6	$	18,289.0
Fiscal 2020	$	4,423.7		$	4,447.3		$	4,236.3		$	13,107.3						$	4,423.7		$	4,447.3		$	8,871.0		$	4,236.3	$	4,471.5	$	17,578.8
Fiscal 2021																	$	4,401.5		$	4,437.8		$	8,839.3
% Change		2.2	%		(3.7	)%		(9.7	)%		(3.9	)%						(0.5	)%		(0.2	)%		(0.4	)%

Net sales in the ~~third~~second quarter of fiscal ~~2020~~2021 decreased ~~$453.7~~$9.5 million compared to the ~~third~~second quarter of fiscal ~~2019.~~2020. This decrease was primarily due to ~~lower~~the estimated $189.1 million of aggregate lost sales associated with the Events that were partially offset by the impact of higher selling price/mix, ~~lower~~and higher volumes ~~including~~excluding the ~~impact of COVID-19, as well as~~Events.

Net sales in the six months ended March 31, 2021 decreased $31.7 million compared to the six months ended March 31, 2020. We experienced higher selling price/mix, and higher volumes in the period excluding the Events that decreased net sales by $189.1 million. Additionally, we experienced aggregate unfavorable foreign currency impacts across our segments.

~~Net sales in the nine months ended June 30, 2020 decreased $530.1 million compared to the nine months ended June 30, 2019.~~ The decrease was ~~primarily~~also due to ~~lower selling price/mix, lower volumes, including~~ the ~~impact~~absence of ~~COVID-19, as well as unfavorable foreign currency impacts across our segments. These decreases were partially offset by higher containerboard volumes~~$18.9 million of Land and Development net sales due to the ~~impact~~completion of the ~~KapStone Acquisition as the prior year period included only eight months of KapStone ownership (the transaction closed on November 2, 2018). We discuss our~~monetization program in fiscal 2020. The change in net sales by segment ~~sales in greater detail~~is outlined below in “Results of Operations ~~(Segment Data)~~— Corrugated Packaging Segment” and “Results of Operations — Consumer Packaging Segment”.

(In millions, except percentages)	First Quarter			Second Quarter			Third Quarter			Nine Months Ended 6/30			Fourth Quarter			Fiscal Year			First Quarter			Second Quarter			Six Months Ended 3/31			Third Quarter			Fourth Quarter			Fiscal Year
Fiscal 2019	$	3,545.6		$	3,720.4		$	3,701.1		$	10,967.1		$	3,572.9		$	14,540.0
Fiscal 2020																			$	3,614.7		$	3,642.5		$	7,257.2		$	3,466.3		$	3,658.1		$	14,381.6
(% of Net Sales)		81.9	%		80.5	%		78.9	%		80.4	%		76.8	%		79.5	%		81.7	%		81.9	%		81.8	%		81.8	%		81.8	%		81.8	%

Fiscal 2020	$	3,614.7		$	3,642.5		$	3,466.3		$	10,723.5
Fiscal 2021																			$	3,648.6		$	3,688.2		$	7,336.8
(% of Net Sales)		81.7	%		81.9	%		81.8	%		81.8	%								82.9	%		83.1	%		83.0	%

The ~~$234.8~~$45.7 million ~~decrease~~increase in cost of goods sold in the ~~third~~second quarter of fiscal ~~2020~~2021 compared to the prior year quarter was primarily due to ~~a decrease in net sales, productivity improvements~~higher cost inflation and ~~net cost deflation, which were partially offset by~~ other ~~manufacturing cost increases,~~items, including ~~one-time recognition awards~~operational disruption associated with the Events. In the second quarter of fiscal 2021, we recorded costs of goods sold of $7.0 million related to ~~our teammates who work in manufacturing and operations,~~ ~~increased~~ costs for safety, cleaning and other items related to ~~COVID-19, as well as increased costs resulting from the North Charleston, SC mill reconfiguration. Additionally, in the three~~ ~~months ended June 30, 2020~~, we recorded a reduction of cost of goods sold of $4.2 million in connection with an indirect tax claim in Brazil in the Corrugated Packaging segment. In the three months ended June 30, 2019, we incurred approximately $18.6 million of direct costsCOVID-19. These items were partially offset by productivity improvements and ~~property damage associated with Hurricane Michael and received Hurricane Michael-related insurance proceeds of $30.0 million that~~ ~~were recorded as a reduction of cost of goods sold in our Corrugated Packaging segment. Half of the insurance proceeds was for the recovery of~~ ~~direct costs and property damage, and the~~ other ~~half was for~~ ~~business interruption recoveries.~~items. We ~~incurred $0.5 million of direct~~expect to continue to incur additional costs related to ~~Hurricane Michael~~safety, cleaning and other items related to COVID-19 as needed in the ~~third quarter of fiscal 2020 and received no proceeds.~~foreseeable future.

The ~~$243.6~~$79.6 million ~~decrease~~increase in cost of goods sold in the ~~nine~~six months ended ~~June 30, 2020~~ March 31, 2021compared to the prior year period was primarily due to ~~a decrease in net sales, productivity improvements~~higher cost inflation and ~~net cost deflation, which~~other items, including operational disruption associated with the Events and COVID-19 related costs. These items were partially offset by ~~increased cost~~productivity improvements and other items. In the first half of fiscal 2021, we recorded costs of goods sold ~~associated with the impact~~ of ~~acquisitions (primarily an additional month of KapStone ownership in fiscal 2020),~~ ~~one-time recognition awards~~$36.5 million related to ~~our teammates who work in manufacturing~~COVID-19 primarily for relief payments to employees and ~~operations~~ ~~and other manufacturing cost increases, including increased costs resulting from the North Charleston, SC mill reconfiguration, as well as~~ increased costs for safety, cleaning and other items related to COVID-19. IInn the ~~nine~~six months ended ~~June 30,~~March 31, 2020, ~~and 2019,~~ we ~~incurred approximately $4.5 million and $107.3 million, respectively, of direct costs and property damage associated with Hurricane Michael, and~~ received Hurricane Michael-related insurance proceeds of $32.3 million and ~~$110.0 million, respectively, which were recorded as a reduction of cost of goods sold in our Corrugated Packaging segment.~~ The insurance proceeds were for $20.6 million and $65.0 million of direct costs and property damage for the nine months ended June 30, 2020 and 2019, respectively, and for $11.7 million and $45.0 million for business interruption recoveries, respectively. See “~~Hurricane Michael” below for additional information. In the~~ ~~nine months ended June 30, 2020, we~~ recorded a reduction of cost of goods sold of ~~$27.7~~$23.5 million in connection with an indirect tax claim in Brazil, primarily in the Corrugated Packaging segment. ~~See “Note 14. Commitments~~The insurance proceeds were for $20.6 million of direct costs and ~~Contingencies — Indirect Tax Claim” of~~property damage for the ~~Notes to Condensed Consolidated Financial Statements for additional information. In the~~ ~~nine~~six months ended ~~June 30, 2019, we recorded a $24.7~~March 31, 2020 and for $11.7 million ~~acquisition inventory step-up charge in our Corrugated Packaging segment related to the KapStone Acquisition.~~ for business interruption recoveries.

We discuss these items in greater detail below in “Results of Operations ~~(Segment Data)~~— Corrugated Packaging Segment” and “Results of Operations — Consumer Packaging Segment”.

(In millions, except percentages)	First Quarter			Second Quarter			Third Quarter			Nine Months Ended 6/30			Fourth Quarter			Fiscal Year			First Quarter			Second Quarter			Six Months Ended 3/31			Third Quarter			Fourth Quarter			Fiscal Year
Fiscal 2019	$	400.9		$	444.1		$	442.4		$	1,287.4		$	427.8		$	1,715.2
Fiscal 2020																			$	425.7		$	418.6		$	844.3		$	390.1		$	390.0		$	1,624.4
(% of Net Sales)		9.3	%		9.6	%		9.4	%		9.4	%		9.2	%		9.4	%		9.6	%		9.4	%		9.5	%		9.2	%		8.7	%		9.2	%

Fiscal 2020	$	425.7		$	418.6		$	390.1		$	1,234.4
Fiscal 2021																			$	417.8		$	458.4		$	876.2
(% of Net Sales)		9.6	%		9.4	%		9.2	%		9.4	%								9.5	%		10.3	%		9.9	%

Selling, general, and administrative expenses (“SG&A”) excluding intangible amortization ~~decreased $52.3~~increased $39.8 million in the ~~third~~second quarter of fiscal 2021 compared to the prior year quarter. The increase was primarily due to a $33.9 million increase in bonus and stock-based compensation expense as a result of fiscal 2021 payments projected to be higher than fiscal 2020 payments due to the actions we took in fiscal 2020 in connection with the WestRock Pandemic Action Plan discussed above, and included a $9.6 million acceleration of stock-based compensation in connection with the departure of our former Chief Executive Officer in the current quarter. In addition, we incurred increased aggregate costs for consulting, professional and legal fees of $17.7 million compared to the prior year quarter, ~~in part, due to~~primarily associated with the ransomware incident. These increases were partially offset by a ~~$19.1 million reduction in bonus compensation expense, primarily due to the effect of COVID-19, a $17.5~~$11.6 million reduction in travel and entertainment ~~and other reductions~~ associated with ~~the implementation of~~prolonged shelter-in-place orders ~~that were initiated~~ in response to ~~COVID-19. These decreases were partially offset by~~the ongoing effects of COVID-19, as well as a ~~$10.6~~$4.5 million ~~increase~~decrease in bad debt expense compared to the ~~third quarter of fiscal 2019.~~prior year period.

SG&A excluding intangible amortization ~~decreased $53.0~~increased $31.9 million in the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 compared to the ~~nine~~six months ended ~~June 30, 2019,~~March 31, 2020. ~~in part,~~The increase was primarily due to a ~~$25.3~~$62.5 million ~~reduction~~increase in bonus and stock-based compensation expense ~~primarily due~~as a result of fiscal 2021 payments projected to be higher than fiscal 2020 payments, and included a $9.6 million acceleration of stock-based compensation in connection with the departure of our former Chief Executive Officer. In addition, we incurred increased aggregate costs for consulting, professional and legal fees of $14.1 million compared to the ~~effect of COVID-19,~~prior year quarter, primarily associated with the ransomware incident. These increases were partially offset by a ~~$20.4~~$26.2 million reduction in travel and entertainment ~~and other reductions~~ associated with ~~the implementation of~~prolonged shelter-in-place orders ~~that were initiated~~ in response to ~~COVID-19~~. ~~Decreases for~~ the ~~nine months ended June 30, 2020 were partially offset by an additional month~~ongoing effects of ~~KapStone ownership in fiscal 2020,~~COVID-19, as well as a ~~$14.9~~$9.6 million ~~increase~~decrease in bad debt expense compared to the prior year period.

The favorable SG&A impact of shelter-in-place orders ~~and lower levels of compensation expense~~ as a result of COVID-19 and increased levels of bonus and stock-based compensation expense as compared to fiscal 2020 will likely continue to some degree in the near term.

SG&A intangible amortization was ~~$99.6~~$88.6 million and ~~$102.4~~$100.1 million in the ~~third~~second quarter of fiscal 2021 and 2020, ~~and 2019,~~ respectively.SG&A intangible amortization was ~~$301.5~~$180.5 million and ~~$297.7~~$201.9 million in the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ respectively. The ~~increase in the nine months ended June 30, 2020 was~~declines were primarily ~~due~~attributable to ~~an additional month of KapStone ownership in fiscal 2020.~~certain intangibles from prior acquisitions reaching full amortization.

In the three and ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, we recorded a loss on disposal of assets of ~~$1.0 million~~$0.3 and $2.8 million. In the three and six months ended March 31, 2020, we recorded a gain on disposal of assets of ~~$5.9~~$5.6 million and $6.9 million, respectively. In the three and nine months ended June 30, 2019, we recorded a loss on disposal of assets of $6.5 million and a gain on disposal of assets of $37.3 million, respectively. The gain in the nine months ended June 30, 2019 was primarily due to a $48.5 million gain on sale of our former beverage facility located in Atlanta, GA.

~~In the nine months ended June 30, 2019, we recorded a $13.0 million pre-tax non-cash impairment of certain mineral rights. This charge is not reflected in segment income.~~

We recorded aggregate pre-tax restructuring and other costs of ~~$9.7~~$5.2 million and ~~$17.9~~$16.4 million in the ~~third~~second quarter of fiscal ~~2020~~2021 and ~~2019,~~2020, respectively, and $~~56.2~~12.9 million and $~~107.1~~46.5 million in the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ respectively. 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. See “Note 4.3. Restructuring and Other Costs” of the Notes to Condensed Consolidated Financial Statements for additional information.

Interest expense, net for the ~~third~~second quarter of fiscal ~~2020~~2021 was ~~$92.4~~$83.5 million compared to ~~$111.1~~$97.3 million for the prior year quarter. The decrease was primarily due to lower levels of debt compared to the prior year period, as well as a $8.1 million reduction in interest expense associated with the remeasurement of our multiemployer pension liabilities for the change in interest rates in the second quarter of fiscal 2021.

Interest expense, net for the six months ended March 31, 2021 was $177.3 million compared to $190.8 million for the prior year period. The decrease is primarily due to lower levels of debt in fiscal 2021 compared to the prior

year period. Additionally, the current year period included the $8.1 million reduction in interest expense associated with the remeasurement of our multiemployer pension liabilities and ~~lower interest rates in~~ the ~~third quarter of fiscal 2020, as well as $6.0~~prior year included $11.6 million of interest income recorded in connection with an indirect tax claim in Brazil in the ~~third quarter~~first half of fiscal 2020.

~~Interest expense, net for the nine months ended June 30, 2020 was $283.2 million compared to $317.3 million for the prior year period.~~ ~~Interest expense, net decreased primarily due to $17.6 million of interest income recorded in connection with an indirect tax claim in Brazil, lower levels of debt and lower interest rates in the~~

~~current year period. These increases were partially offset by an additional month of interest expense associated with the KapStone Acquisition in the current year compared to the prior year.~~ See “Note ~~14.~~13. Commitments and Contingencies — Indirect Tax Claim” of the Notes to Condensed Consolidated Financial Statements for additional information.

Pension and other postretirement non-service income for the ~~third~~second quarter of fiscal ~~2020~~2021 was ~~$25.6~~$35.0 million compared to ~~$18.9~~$26.1 million for the ~~third~~second quarter of fiscal ~~2019.~~2020. Pension and other postretirement non-service income for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 was ~~$78.4~~$69.9 million compared to ~~$54.9~~$52.8 million for the ~~nine~~six months ended ~~June 30, 2019.~~March 31, 2020. The ~~increases were~~increase was primarily due to the increase in plan asset balances used to determine the expected return on plan assets for fiscal ~~2020.~~2021. Customary pension and other postretirement (income) costs are included in segment income. See “Note 5.4. Retirement Plans” of the Notes to Condensed Consolidated Financial Statements for more information.

Other (expense) income, net for the ~~third~~second quarter of fiscal ~~2020~~2021 was ~~other~~ expense ~~net~~ of ~~$5.0~~$13.4 million compared to ~~other income, net~~expense of ~~$3.7~~$0.9 million in the ~~third~~second quarter of fiscal ~~2019.~~ 2020. The expense in the second quarter of fiscal 2021 was primarily due to a charge of $22.5 million associated with not exercising an option to purchase an additional equity interest in Grupo Gondi, plus other items, that were partially offset by a $16.5 million gain on sale of the Summerville, SC sawmill.

Other ~~expense,~~(expense) income, net for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 was ~~$9.6~~income of $7.4 million compared to ~~$2.3~~expense of $4.6 million for the ~~nine months ended June 30, 2019.~~first half of fiscal 2020. The first half of fiscal 2021 included a $16.5 million gain on sale of the Summerville, SC sawmill and a $14.7 million gain on sale of a legacy cost method investment which were partially offset by a $22.5 million charge associated with not exercising an option to purchase an additional equity interest in Grupo Gondi, plus other items.

We recorded income tax expense of ~~$19.2~~$30.5 million for the three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~$77.6~~$57.8 million for the three months ended ~~June 30, 2019.~~March 31, 2020. The effective tax rate for the three months ended ~~June 30, 2020~~March 31, 2021 was ~~9.6%~~21.0%, while the effective tax rate for the three months ended ~~June 30, 2019~~March 31, 2020 was ~~23.4%~~28.0%.

We recorded income tax expense of ~~$123.5~~$80.8 million for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 compared to ~~$187.5~~$104.3 million for the ~~nine~~six months ended ~~June 30, 2019.~~March 31, 2020. The effective tax rate for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 was ~~20.9%~~23.2%, while the effective tax rate for the ~~nine~~six months ended ~~June 30, 2019~~March 31, 2020 was ~~25.2%~~26.6%.

See “Note 6.5. Income Taxes” of the Notes to Condensed Consolidated Financial Statements for the primary factors impacting our effective tax ~~rates, including annual domestic federal return-to-provision and certain uncertain tax position adjustments in the three and nine months ended June 30, 2020.~~rates.

In October 2018, our containerboard and pulp mill located in Panama City, FL sustained extensive damage from Hurricane Michael. We shut down the mill’s operations in advance of the hurricane’s landfall. Repair work was completed on the two paper machines and related infrastructure during June 2019. In fiscal 2019, we received $180.0 million of insurance proceeds. In the first quarter of fiscal 2020, we settled our property damage and business interruption insurance claim for $212.3 million (net of our $15 million deductible), and received the remaining $32.3 million of insurance proceeds.

~~The insurance proceeds received in the nine months ended June 30, 2020 consisted of $11.7 million of business interruption recoveries and $20.6 million for direct costs and property damage. In the~~ ~~three and nine months ended June 30, 2019~~, we received insurance proceeds of $30.0 million and $110.0 million, respectively. The insurance proceeds for the nine months ended June 30, 2019 consisted of $45.0 million of business interruption recoveries and $65.0 million for direct costs and property damage. ~~We discuss the financial impact of Hurricane Michael in greater detail below in “Results of Operations (Segment Data) — Segment Income (Corrugated Packaging Segment)~~”.

Corrugated Packaging shipments are expressed as a tons equivalent, which includes external and intersegment tons shipped from our Corrugated Packaging mills plus Corrugated Packaging container shipments

converted from billion square feet (“BSF”) to tons. We have presented the Corrugated Packaging shipments in two groups: North American and Brazil / India because we believe investors, potential investors, securities analysts and others find this breakout useful when evaluating our operating performance. We have included the impact of the KapStone Acquisition beginning in the first quarter of fiscal 2019. In the second quarter of fiscal 2020, we adjusted the second quarter and full year fiscal 2019 amounts in the table below by an immaterial amount to adjust the acquired KapStone operations. The shipment data table excludes merchandising displays since there is not a common unit of measure. The table below reflects shipments in thousands of tons, BSF and millions of square feet (“MMSF”). per shipping day. The number of shipping days vary by geographic location.

	First Quarter		Second Quarter		Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year		First Quarter		Second Quarter		Six Months Ended 3/31		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2019
Fiscal 2020
North American Corrugated Packaging Shipments - thousands of tons		2,346.7		2,510.2		2,644.2		7,501.1		2,616.4		10,117.5		2,591.2		2,618.8		5,210.0		2,504.4		2,504.4		10,218.8
North American Corrugated Containers Shipments - BSF		22.5		23.4		24.3		70.2		24.1		94.3		23.9		23.8		47.7		23.2		24.9		95.8
North American Corrugated Containers Per Shipping Day - MMSF		369.4		372.2		384.7		375.5		382.7		377.3		385.9		371.2		378.4		369.3		388.0		378.6

Fiscal 2020
Fiscal 2021
North American Corrugated Packaging Shipments - thousands of tons		2,591.2		2,618.8		2,504.4		7,714.4						2,519.3		2,485.2		5,004.5
North American Corrugated Containers Shipment - BSF		23.9		23.8		23.2		70.9						25.4		24.7		50.1
North American Corrugated Containers Per Shipping Day - MMSF		385.9		371.2		369.3		375.4						416.7		391.5		403.9

	First Quarter		Second Quarter	Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year
Fiscal 2019
Brazil / India Corrugated Packaging Shipments - thousands of tons		185.6	176.5		171.0		533.1		194.6		727.7
Brazil / India Corrugated Containers Shipments - BSF		1.6	1.5	1.6			4.7		1.7		6.4
Brazil / India Corrugated Containers Per Shipping Day - MMSF		20.7	20.6		21.0	20.7			21.8		21.0
												First Quarter		Second Quarter	Six Months Ended 3/31		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2020
Brazil / India Corrugated Packaging Shipments - thousands of tons		168.1	182.5		176.4		527.0						168.1	182.5		350.6		176.4		185.1		712.1
Brazil / India Corrugated Containers Shipments - BSF		1.7	1.6	1.6			4.9						1.7	1.6		3.3	1.6			1.9		6.8
Brazil / India Corrugated Containers Per Shipping Day - MMSF		22.9	21.3		21.0	21.7							22.9	21.3	22.1			21.0		24.3		22.4

Fiscal 2021
Brazil / India Corrugated Packaging Shipments - thousands of tons													156.8	183.9		340.7
Brazil / India Corrugated Containers Shipments - BSF													1.8	1.9		3.7
Brazil / India Corrugated Containers Per Shipping Day - MMSF													23.5	24.5		24.0

(In millions, except percentages)	Net Sales⁽¹⁾		Segment Income		Return on Sales			Net Sales⁽¹⁾		Segment Income		Return on Sales

Fiscal 2019
First Quarter	$	2,733.8	$	246.8		9.0	%
Second Quarter		2,990.7		310.3		10.4
Third Quarter		3,072.8		392.7		12.8
Nine Months Ended June 30, 2019		8,797.3		949.8		10.8
Fourth Quarter		3,019.4		449.8		14.9
Total	$	11,816.7	$	1,399.6		11.8	%

Fiscal 2020
First Quarter	$	2,909.5	$	283.4		9.7	%	$	2,909.5	$	283.4		9.7	%
Second Quarter		2,882.5		244.5		8.5			2,882.5		244.5		8.5
Six Months Ended March 31, 2020									5,792.0		527.9		9.1
Third Quarter		2,728.8		227.9		8.4			2,728.8		227.9		8.4
Nine Months Ended June 30, 2020	$	8,520.8	$	755.8		8.9	%
Fourth Quarter									2,898.4		281.9		9.7
Total								$	11,419.2	$	1,037.7		9.1	%

Fiscal 2021
First Quarter								$	2,864.5	$	215.0		7.5	%
Second Quarter									2,913.4		205.3		7.0
Six Months Ended March 31, 2021								$	5,777.9	$	420.3		7.3	%

Net Sales ~~(Corrugated~~(Aggregate) — Corrugated Packaging ~~Segment)~~Segment

Net sales of the Corrugated Packaging segment increased $30.9 million in the second quarter of fiscal 2021 compared to the prior year quarter. The increase primarily consisted of $60.3 million of higher selling price/mix on sales that was partially offset by $22.3 million of unfavorable foreign currency impacts and $18.7 million of lower volumes. Excluding the estimated impact of $77.0 million and $39.9 million of lower volumes due to the ransomware incident and winter weather, respectively, volumes would have increased $98.2 million. Record second quarter North American per day box shipments during the quarter increased 5.5% compared to the prior year period.

Net sales of the Corrugated Packaging segment decreased ~~$344.0~~$14.1 million in the ~~third quarter of fiscal 2020~~six months ended March 31, 2021 compared to the prior year ~~quarter.~~period. The decrease primarily consisted of ~~$184.1~~$54.6 million ~~from lower volumes, including the impact~~ of ~~COVID-19, $134.4 million from lower~~higher selling price/mix on sales that was more than offset by $49.1 million of unfavorable foreign currency impacts and ~~$27.2~~$31.5 million ~~related~~of lower volumes. Excluding the estimated impact of $77.0 million and $39.9 million of lower volumes due to the ~~unfavorable impacts of foreign currency.~~

~~Net sales of~~ransomware incident and winter weather, respectively, volumes would have increased $85.4 million. Record North American per day box shipments during the ~~Corrugated Packaging segment decreased $276.5 million in the nine months ended June 30, 2020~~six month period increased 6.7% compared to the prior year period, primarily reflecting $412.6 million from lower selling price/mix on sales, $103.8 million of lower volumes, including the impact of COVID-19, as well as $54.3 million related to unfavorable impacts of foreign currency. These items were partially offset by $278.3 million of net sales from the acquired KapStone operations for October 2019.period.

Segment income attributable to the Corrugated Packaging segment in the ~~third~~second quarter of fiscal ~~2020~~2021 decreased ~~$164.8~~$39.2 million ~~compared to the prior year quarter,~~ primarily due to ~~the margin impact of lower selling price/mix of $134.4 million, $57.2 million of lower volumes, including the impact of COVID-19,~~ an estimated ~~$38.6~~$94.7 million of net cost inflation, ~~$7.7~~$40.5 million estimated impact of ~~unfavorable foreign currency impacts,~~the ransomware incident, $15.9 million estimated impact of winter weather and ~~other manufacturing cost increases, including~~ ~~one-time recognition awards to our teammates who work in manufacturing and operations,~~ ~~increased costs for~~ safety, cleaning and other items related to COVID-19 ~~and increased costs resulting from the North Charleston, SC mill reconfiguration.~~aggregating $4.0 million. These ~~decreases~~items were partially offset by ~~$67.0~~$71.1 million of ~~productivity improvements, an estimated $15.5~~margin impact from higher selling price/mix, $18.7 million ~~decreased~~of higher volumes, which excludes the impact of ~~economic and maintenance downtime, and $8.3~~the Events, $9.7 million of lower depreciation and ~~amortization.~~ amortization and $16.4 million of other items, including lower costs compared to the prior year quarter related to the North Charleston, South Carolina mill reconfiguration project and the Florence, South Carolina paper machine project that decreased operating results in the second quarter of fiscal 2020. Net cost inflation consisted primarily of higher recovered fiber, ~~costs~~energy, chemical, freight and wage and other costs that were partially offset by lower ~~energy, freight,~~ virgin fiber ~~and chemical costs~~ compared to the prior year quarter.~~The third quarter of fiscal 2020~~ ~~included~~ ~~approximately $27.5 million~~ ~~in one-time recognition awards to our manufacturing and operations teammates and~~ ~~increased costs for safety, cleaning and other items related to COVID-19.~~

Segment income attributable to the Corrugated Packaging segment in the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 decreased ~~$194.0~~$107.6 million compared to the prior year period, primarily due to the margin impact of lower selling price/mix of $432.7 million, $12.8 million of unfavorable foreign currency impacts, $10.1 million of lower volumes, including the impact of COVID-19, and other manufacturing cost increases, including ~~one-time recognition awards to our teammates who work in manufacturing and operations,~~ ~~increased costs for safety, cleaning and other items~~

related to COVID-19 and increased costs resulting from the North Charleston, SC mill reconfiguration. These decreases were partially offset by the net favorable impact of Hurricane Michael in the nine months ended June 30, 2020 compared to the prior year period. The net recovery of Hurricane Michael direct costs and property damage was a favorable $58.4 million compared to the prior year period net expense incurred, and the impact of business interruption recoveries in the current year period compared to lost production and sales net of recoveries in the prior year period were an estimated ~~favorable $35.4 million. In addition, we realized an estimated $108.7 million of productivity improvements, an estimated $54.7~~$158.1 million of net cost ~~deflation, an~~inflation, $40.5 million estimated ~~$27.9 million decreased~~ impact of ~~economic, maintenance and outage related downtime, $25.7~~the ransomware incident, $15.9 million ~~for an indirect tax claim in Brazil and $7.2 million from a litigation recovery. Net cost deflation consisted primarily of lower energy, virgin fiber, recovered fiber, freight and chemical costs that were partially offset by higher wage and other costs compared to the prior year period.~~ ~~We did not track and report the~~estimated impact of winter weather, $21.4 million related to COVID-19 ~~in the second quarter of fiscal 2020; therefore,~~ ~~one-time recognition awards~~primarily for relief payments to ~~our manufacturing~~employees and ~~operations teammates and~~ increased costs for

safety, cleaning and other items related to COVID-19 ~~for~~and $28.3 million of Hurricane Michael insurance recoveries net of direct costs in the ~~nine months ended June 30, 2020 also totaled approximately $27.5 million. The~~ prior year period ~~included an acquisition inventory step-up charge~~as well as $20.9 million of ~~$24.7 million.~~decreased indirect tax claims in Brazil. These items were partially offset by

~~We provide additional information regarding~~$65.4 million of margin impact from higher selling price/mix, $14.0 million of higher volumes, which excludes the impact of ~~Hurricane Michael on our Panama City~~ the Events in the second quarter of fiscal 2021, $21.7 million of lower depreciation and amortization, primarily due to accelerated depreciation incurred in the prior year period associated with the Florence, SC paper machine project and the North Charleston, SC reconfiguration project, $18.4 million of estimated productivity savings net of the Tres Barras planned maintenance outage in the first quarter of fiscal 2021 and other favorable items aggregating $58.0 million. These other favorable items included lower costs compared to the prior year period for the North Charleston, SC mill ~~in more detail above under “Results~~reconfiguration project and the Florence, SC paper machine project, the decreased negative impact of ~~Operations (Consolidated)~~maintenance downtime and other items. —Net cost inflation consisted primarily of ~~Hurricane Michael~~higher recovered fiber, energy, freight, chemical and wage and other costs that were partially offset by lower virgin fiber compared to the prior year quarter.”.

Consumer Packaging shipments are expressed as a tons equivalent, which includes external and intersegment tons shipped from our Consumer Packaging mills plus Consumer Packaging converting shipments converted from BSF to tons. The shipment data table excludes gypsum paperboard liner tons produced by Seven Hills Paperboard LLC our joint venture in Lynchburg, VA since it is not consolidated.

	First Quarter		Second Quarter	Third Quarter		Nine Months Ended 6/30		Fourth Quarter		Fiscal Year
Fiscal 2019
Consumer Packaging Shipments - thousands of tons		969.6	985.5		980.1		2,935.2		974.0		3,909.2
												First Quarter		Second Quarter		Six Months Ended 3/31		Third Quarter		Fourth Quarter		Fiscal Year
Fiscal 2020
Consumer Packaging Shipments - thousands of tons		922.4	987.7		984.5		2,894.6						922.4	987.7			1,910.1		984.5		976.8		3,871.4

Fiscal 2021
Consumer Packaging Shipments - thousands of tons													940.4		913.0		1,853.4

The ~~$97.5~~$26.4 million decrease in net sales for the Consumer Packaging segment for the ~~third~~second quarter of fiscal ~~2020~~2021 compared to the prior year quarter was primarily due to ~~$44.1 million of lower selling price/mix on sales, $38.2~~$64.5 million of lower volumes ~~including~~that were partially offset by $25.1 million of favorable foreign currency impacts and $13.0 million of higher selling price/mix on sales. Excluding the estimated impact of ~~COVID-19, as well as $15.8~~$40.5 million and $31.7 million of ~~unfavorable foreign currency impacts.~~lower volumes due to the ransomware incident and winter weather, respectively, volumes would have increased $7.7 million.

The ~~$231.4~~$31.8 million ~~decrease~~increase in net sales for the Consumer Packaging segment for the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 compared to the prior year period was primarily due to ~~$121.0~~$34.1 million of ~~lower volumes, including the impact of COVID-19, $76.2 million of lower~~higher selling price/mix on sales and ~~$37.2~~$34.9 million of ~~unfavorable~~favorable foreign currency ~~impacts.~~impacts which were partially offset by $37.4 million of lower volumes. Excluding the estimated impact of $40.5 million and $31.7 million due to the ransomware incident and winter weather, respectively, volumes would have increased $34.8 million.

Segment income attributable to the Consumer Packaging segment in the ~~third~~second quarter of fiscal ~~2020 increased $4.3~~2021 decreased $9.6 million compared to the prior year quarter primarily due to ~~$41.6 million of productivity improvements, $21.6 million of lower outage costs, which includes the impact of the strategic capital projects performed in the prior year quarter,~~ an estimated ~~$16.0~~$17.5 million of net cost ~~deflation~~inflation, $14.1 million estimated impact of winter weather, $12.4 million estimated impact of the ransomware incident and ~~$9.5 million of lower depreciation~~safety, cleaning and ~~amortization.~~other items related to COVID-19 aggregating $3.0 million. These items were partially offset by ~~an estimated $35.2~~$17.8 million of margin impact from ~~lower~~higher selling price/mix, ~~$18.9~~an estimated $13.7 million of productivity improvements, $3.1 million of lower depreciation and amortization and $2.0 million of higher volumes, ~~including~~which excludes the impact of ~~COVID-19, an estimated $10.3 million of economic downtime, $2.5 million of unfavorable foreign currency impacts, and other items.~~ the Events. Net cost ~~deflation~~inflation consisted primarily of ~~lower virgin~~higher wage and other costs and higher recovered fiber, chemical, energy and freight costs, which were partially offset by ~~higher recovered~~lower virgin fiber ~~and wage and other~~ costs. ~~The third quarter of fiscal 2020~~ ~~included~~ ~~approximately $20.5 million~~ ~~one-time recognition awards to our manufacturing and operations teammates and~~ ~~increased costs for safety, cleaning and other items related to COVID-19.~~

Segment income attributable to the Consumer Packaging segment for the ~~nine~~six months ended ~~June 30, 2020 decreased $20.8~~March 31, 2021 increased $36.7 million compared to the prior year period primarily due to an estimated $54.7 million of margin impact from lower selling price/mix, $36.9 million of lower volumes, including the impact of COVID-19, an estimated $21.8 million of economic downtime, $8.6 million of unfavorable foreign currency impacts, and other items. These items were partially offset by $56.8$57.3 million of productivity improvements, ~~an estimated $30.6~~$35.9 million of ~~net cost deflation, $18.8~~margin impact from higher selling price/mix, $8.1 million of higher volumes, which excludes the impact of the Events, $7.4 million of lower depreciation and amortization and $14.5 million of other items. These items were partially offset by an estimated ~~$9.4~~$31.6 million of ~~lower outage costs, primarily due to the~~net cost inflation, $14.1 million estimated impact of winter weather, $12.4 million estimated impact of the ~~strategic capital projects performed in the prior year quarter. Net cost deflation consisted primarily of lower virgin fiber, energy, chemical, freight~~ransomware incident, COVID-19 relief payments and ~~recovered fiber costs, which were partially offset wage and~~ other costs. We did not track and report the impact of COVID-19 in the second quarter of fiscal 2020; therefore, one-time recognition awards to our manufacturing and operations teammates and increased costs for safety, cleaning and other items related to COVID-19 ~~for the nine months ended June 30, 2020 also totaled approximately $20.5 million.~~aggregating $17.6 million and an estimated $10.8 million of economic downtime. Net cost inflation consisted primarily of higher wage and other costs and higher recovered fiber, energy, freight and chemical costs, which were partially offset by lower virgin fiber costs.

We fund 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 ~~A/R Sales Agreement,~~accounts receivable sales 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 11. Debt” of the Notes to Condensed Consolidated Financial Statements and “Note 13. Debt” of the Notes to Consolidated Financial Statements section in the Fiscal ~~2019~~2020 Form 10-K for more information regarding our debt. 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.

Cash and cash equivalents were ~~$291.5~~$334.0 million at ~~June 30, 2020~~March 31, 2021 and ~~$151.6~~$251.1 million at September 30, ~~2019.~~2020. Approximately ~~two-fifths~~four-fifths of the cash and cash equivalents at ~~June 30, 2020~~March 31, 2021 was 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 ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, total debt was ~~$10,053.4~~$8,942.6 million and ~~$10,063.4~~$9,430.6 million, respectively, ~~$213.1~~$549.5 million and ~~$561.1~~$222.9 million of which was short-term at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019,~~2020, respectively. Included in our total debt at ~~June 30, 2020~~March 31, 2021 was $~~212.9~~200.7 million of non-cash ~~acquisition related~~acquisition-related step-up. Total debt at ~~June 30, 2020 was essentially flat~~March 31, 2021 decreased $488.0 million compared to September 30, 2019, despite the inclusion of $100.3 million related to our adoption of the leasing guidance codified in ASC 842 that recharacterized a short-term and long-term liability for two chip mills to a finance lease obligation at October 1, 2019.2020. ~~In addition, total~~Total debt was primarily impacted by net cash provided by operating activities exceeding aggregate capital expenditures and dividends, ~~increased borrowings~~despite an increase in accounts receivable during the second quarter of fiscal 2021 associated with delayed billing due to ~~increase our cash and cash equivalents balance.~~

~~In June 2020, WRKCo issued $600.0 million aggregate principal amount~~the ransomware incident. We expect the level of ~~its 3.00% Senior Notes due 2033. We may redeem~~accounts receivable to normalize in the ~~June 2033 Notes, in whole or in part, at any time at specified redemption prices, plus accrued and unpaid interest, if any. The proceeds from the issuance~~third quarter of the June 2033 Notes were primarily used to repay the $100.0 million principal amount of MWV’s 9.75% notes due June 2020 and reduce outstanding indebtedness under our Receivables Securitization Facility and Credit Facility. ~~See “Note 11. Debt” of the Notes to Condensed Consolidated Financial Statements for additional information.~~fiscal 2021.

At ~~June 30, 2020,~~March 31, 2021, we had ~~in excess of $3.2~~approximately $3.6 billion of availability 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 on November 21, 2024. This liquidity may be used to provide for ongoing working capital needs and for other general corporate purposes, including acquisitions, dividends and stock repurchases. We have limited debt maturities prior to March 2022.

Certain restrictive covenants govern our maximum availability under our credit facilities. We test and report our compliance with these covenants as required by these facilities and were in compliance with these covenants at ~~June 30, 2020.~~March 31, 2021.

At ~~June 30, 2020,~~March 31, 2021, we had ~~$69.2~~$66.1 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, a monetization facility where we sell short-term receivables to a group of third-party financial institutions and a receivables securitization facility. We describe these programs below.

We engage in certain customer-based SCF programs to accelerate the receipt of payment for outstanding accounts receivable from certain customers. Certain costs of these programs are borne by the customer or us. Receivables transferred under these customer-based supply chain financing programs generally meet the requirements to be accounted for as sales in accordance with guidance under ASC 860, “Transfers and Servicing” resulting in derecognition of such receivables from our consolidated balance sheets. Receivables involved with these customer-based supply chain finance programs constitute less than 3% 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 10. Fair Value — Accounts Receivable Sales 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 might 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 suppliers that elect to participate in SCF programs are included in the line item accounts payable and accrued expenses in our consolidated balance sheet 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 15% of our accounts payable balance.

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 institutions’ involvement. We also have a receivables securitization facility (as defined herein) that allows for borrowing availability based on the eligible underlying accounts receivable and compliance with certain covenants. See “Note 11. Debt” for additional information for a discussion of our receivables securitization facility and the amount outstanding under our vendor financing and commercial card programs.

	Nine Months Ended						Six Months Ended
(In millions)	June 30,						March 31,
	2020			2019			2021			2020

Net cash provided by operating activities	$	1,339.0		$	1,399.6		$	851.6		$	598.8
Net cash used for investing activities	$	(825.4	)	$	(4,200.7	)	$	(195.2	)	$	(589.3	)
Net cash (used for) provided by financing activities	$	(352.1	)	$	2,339.5		$	(584.6	)	$	507.1

Net cash provided by operating activities during the ~~nine~~six months ended ~~June 30, 2020 decreased $60.6~~March 31, 2021 increased $252.8 million compared to the ~~nine~~six months ended ~~June 30, 2019,~~March 31, 2020, primarily due to ~~reduced consolidated net income and a $17.1~~$334.8 million ~~net increase in the use~~ of favorable working capital compared to the prior year ~~period.~~period, including the payment of certain fiscal 2020 bonuses and the Company’s 401(k) match and annual company contribution (i.e. up to 5% and 2.5%, respectively) in the form of stock, rather than cash, and deferral of certain payroll taxes in connection with the WestRock Pandemic Action Plan that were partially offset by an increase in accounts receivable during the second quarter of fiscal 2021 associated with delayed billing related to the ransomware incident. We expect the level of accounts receivable to normalize in the third quarter of fiscal 2021.

Net cash used for investing activities of ~~$825.4~~$195.2 million in the ~~nine~~six months ended ~~June 30, 2020~~March 31, 2021 consisted primarily of ~~$860.2~~$303.0 million for capital expenditures that ~~was~~were partially offset by ~~$22.5~~$58.5 million of proceeds from the sale of the Summerville, SC sawmill and $28.3 million of proceeds from the sale of investments. Net cash used for investing activities of $589.3 million in the six months ended March 31, 2020 consisted primarily of $616.2 million for capital expenditures that were partially offset by $21.3 million of proceeds from the sale of property, plant and equipment. Net cash used for investing activities of $4,200.7 million in the nine months ended June 30, 2019 consisted primarily of $3,368.3 million for cash paid for the purchase of businesses, net of cash acquired, primarily related to the KapStone Acquisition, and $976.8 million for capital expenditures that were partially offset by $108.3 million of proceeds from the sale of property, plant and equipment, primarily our former beverage facility in Atlanta, GA.

As discussed above, we have reduced our estimate of fiscal 2020 capital expenditures to be approximately $950 million from $1.1 billion, including approximately $350 million for our strategic capital projectsWe started up a new paper machine at our Florence, SC mill in October 2020 and ~~Tres Barras, Brazil mills. We have had to navigate the impact of shelter-in-place and other similar restrictions and the availability of contract and technical resources as a result of COVID-19. We~~ expect to ~~start~~ramp up to full production by the ~~Florence paper machine in calendar 2020, and the~~end of fiscal 2021. The Tres Barras mill upgrade project should be completed in the ~~second quarter~~spring of ~~fiscal 2021. With the completion of certain of our strategic projects in fiscal~~

~~2020, we had expected to transition to our long-range capital expenditure run rate of approximately $900 million to $1.0 billion a year in fiscal 2021. Factoring in our estimated response to COVID-19,~~2021 and we expect to ~~invest~~begin ramping up production in the ~~range~~second half of ~~$600~~the fiscal year. We expect fiscal 2021 capital investments to be $800 million to ~~$800~~$900 million, which is higher than the estimates that we incorporated into the WestRock Pandemic Action Plan due to investments that we subsequently identified in ~~fiscal 2021.~~specific growth projects. At these capital investment levels, we are confident that we will continue to invest in the appropriate safety, environmental and maintenance projects, and complete our strategic mill projects while also making investments to support productivity and growth in our business. ~~These reductions will provide $300 million to $500 million of additional cash available for debt reduction through the end of fiscal 2021.~~ However, it is possible that 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 environmental or other regulatory changes.

In the ~~nine~~six months ended ~~June 30, 2020,~~March 31, 2021, net cash used for financing activities of ~~$352.1~~$584.6 million consisted primarily of a net decrease in debt of $474.8 million and cash dividends paid to stockholders of ~~$292.6 million and a net decrease in debt of $57.8~~$105.8 million. In the ~~nine~~six months ended ~~June 30, 2019,~~March 31, 2020, net cash provided by financing activities of ~~$2,339.5~~$507.1 million consisted primarily of a net increase in debt of ~~$2,780.7~~$733.0 million ~~primarily in connection with the KapStone Acquisition, that was partially offset by~~and cash dividends paid to stockholders of ~~$350.7 million and the purchases of $88.6 million of Common Stock.~~$240.7 million.

On May 5, 2020, our board of directors declared a quarterly dividend $0.20 per share for an annual rate of $0.80 per share, which was lower than our previous quarterly dividend. We believe that this reduction in our dividend was prudent given uncertain market conditions driven by COVID-19 and will allow us to allocate additional cash to pay down our outstanding debt. On July 30, 2020,4, 2021, our board of directors declared a quarterly dividend of ~~$0.20~~$0.24 per ~~share. As the situation with COVID-19 evolves, we will re-evaluate our~~share, an increase of $0.04 per share, or 20%, representing a $0.96 per share annualized dividend. In February ~~2020~~2021 and November ~~2019,~~2020, we paid a quarterly dividend of $0.20 per share, respectively, compared to $0.465 per ~~share. In fiscal~~share in February 2020 and November 2019, ~~we paid four quarterly dividends of $0.455 per share for an~~respectively. We believe that reducing our dividend in May 2020 was prudent given the uncertain market conditions at the time driven by COVID-19 and that the reduction has allowed us to allocate

additional cash to pay down our outstanding debt. Our short-term goal is to reduce debt and leverage and return capital to stockholders through a competitive annual ~~dividend of $1.82 per share.~~dividend.

At ~~June 30, 2020,~~ March 31, 2021, the U.S. federal, state and foreign net operating losses and other U.S. federal and state tax credits available to us aggregated approximately ~~$83~~$78 million in future potential reductions of U.S. federal, state and foreign cash taxes. Based on our current projections, we expect to utilize nearly all of the remaining U.S. federal net operating losses and other U.S. federal credits during the current fiscal year. Foreign and state net operating losses and credits will be used over a longer period of time. 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 or 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 cash tax rate to be ~~significantly lower than~~similar to our income tax rate in fiscal ~~2020~~2021 and ~~significantly~~slightly higher ~~than our income tax rate~~ in fiscal ~~2021.~~2022 primarily due to the absence of certain nonrecurring tax credits and the reduction in capital investments, including the timing of depreciation on our qualifying capital investments as allowed under the Tax Cuts and Jobs Act.

Our pension plans in the U.S. are overfunded and we have a pension asset of approximately ~~$0.3~~$0.4 billion on our condensed consolidated balance sheet as of ~~June 30, 2020.~~March 31, 2021. We made contributions of ~~$17.2~~$10.8 million to our pension and supplemental retirement plans during the ~~nine~~six months ended ~~June 30, 2020.~~March 31, 2021. Based on current facts and assumptions, we expect to contribute approximately ~~$24~~$21 million to our U.S. and non-U.S. pension plans in fiscal ~~2020.~~2021. 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 Protection Act of 2006 (the “Pension Act”) and other regulations. Our estimates are based on current factors, such as discount rates and expected return on plan assets. It is possible that our assumptions may change, actual market performance may vary or we may decide to contribute different amounts.

In the normal course of business, we evaluate our potential exposure to MEPPs, including with respect to potential withdrawal liabilities. InDuring fiscal 2018, we submitted formal notification to withdraw from ~~two plans~~PIUMPF and Central States, and recorded ~~an aggregate~~ estimated withdrawal ~~liability of $184.2 million, nearly all of which was~~liabilities for ~~PIUMPF. In September~~each. Subsequently, in fiscal 2019 and 2020, we received a demand from PIUMPF asserting that we owe $170.3 million on an undiscounted basis (approximately $0.7 million per month for the next 20 years) with respect to our withdrawal liability. The initial demand did not address any assertion of liability for PIUMPF’s accumulated funding deficiency. In October 2019, we received two additional demand letters from PIUMPF, related to a subsidiary of ours asserting that we owe $2.3 million on an undiscounted basis to be paid over 20 years with respect to the subsidiary’s withdrawal liability and $2.0 million for its accumulated funding deficiency. ~~In February 2020, we received~~including a demand ~~letter from PIUMPF asserting that we owe $51.2 million~~for withdrawal liabilities and for our ~~pro-rata~~proportionate share of PIUMPF’s accumulated funding deficiency, ~~including interest.~~ ~~We are evaluating each of these demands~~ and we ~~expect to challenge~~refined our liability, the impact of which was not significant. We have challenged the PIUMPF accumulated funding deficiency demands. We began making monthly payments (approximately $0.7 million per month for ~~these~~20 years) for the PIUMPF withdrawal liabilities in fiscal ~~2020.~~2020, excluding the accumulated funding deficiency demands. It is reasonably possible that we may incur withdrawal liabilities with respect to certain other MEPPs 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 March 31, 2021 and September 30, 2020, we had withdrawal liabilities recorded of $243.2 million and $252.0 million, respectively, including liabilities associated with PIUMPF. See “Note 5. Retirement Plans — Multiemployer Plans” ~~and~~of the Notes to Consolidated Financial Statements section in the Fiscal 2020 Form 10-K for more information regarding these liabilities. See also Item 1A. “Risk Factors — We May

Incur Withdrawal Liability and/or Increased Funding Requirements in Connection with MEPPs” in ~~the~~our Fiscal ~~2019~~2020 Form 10-K.

We anticipate that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions for the foreseeable future from cash generated from operations, borrowings under our credit facilities, proceeds from our ~~A/R Sales Agreement,~~accounts receivable sales agreements, proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities. In addition, we continually review our capital structure and conditions in the private and public debt markets in order to optimize our mix of ~~indebtedness and~~indebtedness. In connection with these reviews, we may seek to refinance existing indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness.

WRKCo, Inc. (the “Issuer”), a wholly owned subsidiary of Parent (as defined below), 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”):

Upon issuance, the Notes maturing in 2024, 2025, 2027 and March 2028 were fully and unconditionally guaranteed by the Guarantor Subsidiaries. On November 2, 2018, in connection with the consummation of the KapStone Acquisition, Whiskey Holdco, Inc. became the direct parent of the Issuer, changed its name to WestRock Company (“Parent”) and fully and unconditionally guaranteed these Notes. The remaining Notes were issued by the Issuer subsequent to the consummation of the KapStone Acquisition and were fully and unconditionally guaranteed at the time of issuance by Parent and the Guarantor Subsidiaries. Accordingly, each series of the Notes is fully and unconditionally guaranteed on a joint and several basis by 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 our 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. 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 indentures, the guarantee of Parent will be automatically released and will terminate upon the merger of Parent with or into the Issuer or another guarantor, the consolidation of Parent with the Issuer or another guarantor or the transfer of all or substantially all of the assets of 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 is a holding company that conducts substantially all of its 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 respect 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 unaudited condensed 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.

See “Note 1. Basis of Presentation and Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements for a description of recent accounting pronouncements.

We report our financial results in accordance with GAAP. However, management believes certain non-GAAP financial measures provide investors and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions, and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies.

We use the non-GAAP financial measures “Adjusted Net Income” and “Adjusted Earnings Per Diluted Share”. Management believes these measures provide our board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance because they exclude restructuring and other costs and other specific items that management believes are not indicative of the ongoing operating results of the business. We and our board of directors use this information to evaluate 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 income attributable to common stockholders and Earnings per diluted share, respectively.

The GAAP results in the table below for Pre-Tax, Tax and Net of Tax are equivalent to the line items “Income before income taxes”, “Income tax expense” and “Consolidated net income”, respectively, as reported on the statements of income. Set forth below are reconciliations of Adjusted Net Income to the most directly comparable GAAP measure, Net income attributable to common stockholders (represented in the table below as the GAAP Results for Consolidated net income (i.e. Net of Tax) less net income attributable to Noncontrolling interests), for the periods indicated (in millions):

	Three Months Ended March 31, 2021									Six Months Ended March 31, 2021
	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax			Net of Tax

GAAP Results	$	144.9		$	(30.5	)	$	114.4		$	347.7		$	(80.8	)	$	266.9
COVID-19 relief payments		—			—			—			22.0			(5.4	)		16.6
Grupo Gondi option		22.5			(6.7	)		15.8			22.5			(6.7	)		15.8
Ransomware recovery costs		19.8			(4.9	)		14.9			19.8			(4.9	)		14.9
Accelerated compensation - former CEO		11.7			—			11.7			11.7			—			11.7
Restructuring and other items		5.2			(1.4	)		3.8			12.9			(3.3	)		9.6
Losses at closed plants, transition and start-up costs		0.8			(0.2	)		0.6			1.2			(0.3	)		0.9
Loss on extinguishment of debt		—			—			—			1.1			(0.3	)		0.8
Accelerated depreciation on major capital projects and certain plant closures		0.5			(0.2	)		0.3			0.7			(0.2	)		0.5
Gain on sale of investment		—			—			—			(14.7	)		2.1			(12.6	)
Gain on sale of sawmill		(16.5	)		8.3			(8.2	)		(16.5	)		8.3			(8.2	)
MEPP liability adjustment due to interest rates		(8.1	)		2.0			(6.1	)		(8.1	)		2.0			(6.1	)
Gain on sale of certain closed facilities		—			—			—			(0.9	)		0.2			(0.7	)
Brazil indirect tax claim		—			—			—			(0.9	)		0.3			(0.6	)
Adjusted Results	$	180.8		$	(33.6	)	$	147.2		$	398.5		$	(89.0	)	$	309.5
Noncontrolling interests								(1.9	)								(2.4	)
Adjusted Net Income							$	145.3								$	307.1

	Three Months Ended March 31, 2020									Six Months Ended March 31, 2020
	Pre-Tax			Tax			Net of Tax			Pre-Tax			Tax			Net of Tax

GAAP Results	$	206.7		$	(57.8	)	$	148.9		$	392.7		$	(104.3	)	$	288.4
Restructuring and other items		16.4			(3.9	)		12.5			46.5			(11.6	)		34.9
North Charleston and Florence transition and reconfiguration costs		21.8			(5.4	)		16.4			37.1			(9.1	)		28.0
Accelerated depreciation on major capital projects		5.5			(1.3	)		4.2			17.1			(4.2	)		12.9
Losses at closed plants, transition and start-up costs		9.1			(2.5	)		6.6			13.5			(3.6	)		9.9
Multiemployer pension withdrawal expense		0.9			(0.2	)		0.7			0.9			(0.2	)		0.7
MEPP liability adjustment due to interest rates		—			—			—			0.9			(0.2	)		0.7
Loss on extinguishment of debt		0.5			(0.1	)		0.4			0.5			(0.1	)		0.4
Brazil indirect tax claim		(1.3	)		0.3			(1.0	)		(35.1	)		10.9			(24.2	)
Hurricane Michael recovery of direct costs, net		(0.6	)		0.2			(0.4	)		(16.6	)		4.1			(12.5	)
Litigation recovery		(11.5	)		2.8			(8.7	)		(11.5	)		2.8			(8.7	)
Gain on sale of certain closed facilities		(5.0	)		1.2			(3.8	)		(5.5	)		1.3			(4.2	)
Land and Development operating results		—			—			—			(1.3	)		0.3			(1.0	)
Other		0.8			(0.2	)		0.6			5.2			(1.3	)		3.9
Adjusted Results	$	243.3		$	(66.9	)	$	176.4		$	444.4		$	(115.2	)	$	329.2
Noncontrolling interests								(0.8	)								(1.8	)
Adjusted Net Income							$	175.6								$	327.4

We discuss certain of these charges in more detail in “Note 3. Restructuring and Other Costs” of the Notes to Condensed Consolidated Financial 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 our current expectations, beliefs, plans or forecasts and use words such as “may”, “will”, “could”, “would”, “anticipate”, “intend”, “estimate”, “project”, “plan”, “believe”, “expect”, “target” and “potential”, or refer to future time periods, and include statements made in this report regarding, among other things: that the extent of COVID-19’s effect on our operational and financial performance will continue to depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, (including the distribution and effectiveness of vaccines) and the direct and indirect economic effects of the pandemic and related containment measures, among others; that our accounting estimates may materially change from period to period due to changing market factors, including those driven by COVID-19; that we dowill continue to monitor future events, changes in circumstances and the potential impact thereof, including performing interim goodwill impairment assessments, as warranted and that if actual results are not ~~expect~~consistent with our assumptions and estimates, we may be exposed to impairment losses that could be material; that we estimate the ~~adoption~~segment income impact of ~~certain ASUs to have a material impact~~the lost sales and operational disruption of the ransomware incident on our ~~consolidated financial statements;~~operations in the second quarter of fiscal 2021 to be approximately $50 million, as well as approximately $20 million of ransomware recovery costs, primarily professional fees; that we estimate that the total insurance claim will be approximately $75 million; that we expect to recover substantially all of the ransomware losses from cyber and business interruption insurance in future periods; that disputes over the extent of insurance coverage for claims are not uncommon, and there will be a time lag between the initial incurrence of costs and the receipt of any insurance proceeds; that we expect to incur some additional recovery costs in the second half of fiscal 2021, albeit at a diminished rate; that we are making information technology investments that we had planned to make in future periods in order to further strengthen our information security infrastructure; that we are taking appropriate actions in response to the ~~time~~findings of ~~each announced~~the forensics investigation; that

we are continuing to advance the maturity and effectiveness of our information security resiliency strategy and capabilities; that we plan to take actions to improve our security monitoring capabilities and enhance the information security within our mills and plants; that for plant ~~closure,~~closures, we generally expect to record ~~future period~~ costs for equipment relocation, facility carrying costs and costs to terminate a lease or contract before the end of its ~~term and employee-related costs;~~term; that we believe that our actions to consolidate our sales and operations into large well-equipped plants that operate at high utilization rates and take advantage of available capacity created by operational excellence initiatives and/or further optimize our system following mergers and acquisitions or a changing business environment have allowed us to more effectively manage our business; that it is reasonably possible that we may incur withdrawal liabilities with respect to certain other MEPPs in connection with withdrawals and that our estimate of any such withdrawal liability, both individually and in the aggregate, is not material for the remaining plans in which we participate; that ~~we expect~~failure to ~~challenge PIUMPF’s accumulated funding deficiency demands; that the future amount in connection~~comply with ~~the sale of receivables may fluctuate based on the level of activity~~applicable health and safety laws and regulations could subject us to fines, corrective action or other ~~factors;~~sanctions and that we ~~expect the net proceeds from issuances~~do not believe that future compliance with occupational health and safety laws and regulations will have a material adverse effect on our results of ~~notes under the commercial paper program~~operations, financial condition or cash flows; that complex and lengthy processes may be required to ~~continue to be used~~obtain and renew approvals, permits, and licenses for ~~general corporate purposes; that our prior period financials may vary from those previously reported;~~new, existing or modified facilities; that our compliance initiatives related to environmental ~~health and safety~~ laws and regulations could result in significant costs, which could negatively impact our results of operations, financial condition and cash flows; that ~~any~~ failure to comply with environmental ~~or health and safety~~ laws and regulations, or any permits and authorizations required thereunder, could subject us to fines, corrective action or other sanctions; that we believe we have insurance and contractual indemnification rights that may allow us to recover certain defense and other costs at some CERCLA sites; that we believe the liability for the environmental matters was adequately reserved ~~as of June 30, 2020;~~at March 31, 2021; our belief that we have substantial insurance coverage, subject to applicable deductibles and policy limits, with respect to asbestos claims; that we have valid defenses to asbestos-related personal injury claims and intend to continue to defend them vigorously; that it is possible that we could incur significant costs resolving these cases should the volume of litigation grow ~~substantially;~~substantially beyond our expectations; that we do not expect the resolution of pending asbestos litigation and proceedings to have a material adverse effect on our results of operations, financial condition or cash flows but that, in any given period or periods, it is possible such proceedings or matters could have ~~a material~~an adverse effect on our results of operations, financial condition or cash flows; our belief that the resolution of certain other lawsuits and claims arising out of the conduct of our business will not have a material adverse effect on our results of operations, financial condition or cash flows; that the resolution of uncertain tax positions could have a material adverse effect on

our cash flows and results of operations or materially benefit our results of operations in future periods depending upon their ultimate resolution; that we estimate our exposure to certain guarantees could be approximately $50 million; that we believe our exposure related to guarantees would not have a material impact on our results of operations, financial condition or cash flows; that, with respect to the Brazilian indirect tax claim, based on our ~~preliminary~~ evaluation and the opinion of our tax and legal advisors, we believe the decision reduced our gross receipts tax in Brazil prospectively and retrospectively, and will allow us to recover tax amounts collected by the government and, subject to the resolution in the courts, we may record additional amounts in future ~~periods as we complete our analysis;that~~ ~~we will continue to evaluate the impact of the court’s decision on the remainder of our cases~~;periods; that we ~~expect our actions under~~may further modify the WestRock Pandemic Action Plan in the future by, for example, increasing our dividend, changing our capital expenditure assumptions, future estimates or the duration of the planned items; that we expect the actions that we have undertaken and will continue to undertake pursuant to the plan will provide an additional approximately $1 billion in cash through the end of ~~fiscal~~calendar 2021 that we will be able to use to reduce our outstanding ~~indebtedness,~~ indebtedness; that, pursuant to the WestRock Pandemic Action Plan, as modified, we are committed to: (i) continue to protect the safety and well-being of our teammates, (ii) continue to match our supply with ~~more than $350 million expected to be achieved in fiscal 2020; that we expect to~~our customers’ demand, (iii) reduce discretionary expenses, (iv) use Common Stock to ~~pay our annual incentive for fiscal 2020 and to continue making~~make Company funded 401(k) ~~contributions;~~match and annual contributions (i.e. up to 5% and 2.5%, respectively) beginning July 1, 2020 through September 30, 2021, (v) target reducing fiscal 2021 capital investments to a range of $800 million to $900 million and (vi) resetting our quarterly dividend to $0.20 per share for an annual rate of $0.80 per share; that we expect that our actions under the WestRock Pandemic Action Plan will continue to position us both to sustain our business in a range of economic and market conditions and ~~position us~~ for long-term success; that we expect the increase in accounts receivable due to the ransomware incident to normalize in the third quarter of fiscal 2021; that we expect to benefit from strong demand for our products during the fiscal third quarter; that our earnings for the fiscal third quarter should increase sequentially as we return to normal business operations and benefit from continued strength in packaging demand and the implementation of previously published price increases; that these items are expected to be partially offset by modest sequential inflation across recycled fiber, chemical and transportation costs; that, in our Corrugated Packaging segment, we expect to take approximately 112,000 tons

of scheduled maintenance downtime across our North American containerboard mills; that, in our Consumer Packaging segment, we had approximately 20,000 tons of paperboard shipments that were deferred from the second fiscal quarter to the third fiscal quarter due to the disruptions that we experienced during the second fiscal quarter; that for fiscal 2021, we expect to benefit from the continued flow through of previously published price increases and growth in packaging across our primary end markets, as well as the benefit from completing certain of our strategic capital projects; that we expect our Florence, SC mill to reach full production levels by the end of the fourth quarter of fiscal 2021 and improved margins from our business in Brazil that were negatively impacted in the first half of fiscal 2021 by maintenance and capital outages at the Tres Barras mill; that our short-term incentive payouts for fiscal 2020 were below target and we will continue accruing short-term incentive payouts for fiscal 2021 at a level that is higher than the payout level for fiscal 2020; that given our outlook for earnings and anticipated strong cash flows, we expect to continue to reduce our debt; that the favorable SG&A impact of shelter-in-place orders as a result of COVID-19 and increased levels of bonus and stock-based compensation expense as compared to fiscal 2020 will likely continue to some degree in the near term; that we expect to continue to incur additional ~~expenses incurred for~~costs related to safety, cleaning ~~safety supplies and equipment, screening resources~~ and other items ~~will continue~~related to COVID-19 as needed in the foreseeable future; that we continue to believe that we have substantial liquidity to navigate the current dynamic ~~environment; that we~~environment and remain focused on maintaining our investment grade rating and managing our working capital and taking appropriate actions to ensure our access to necessary liquidity; ~~we expect to postpone an estimated $120 million of employment taxes over the next three quarters pursuant to the CARES Act;~~ that we expect our financial results in the fourth quarter of fiscal 2020 will continue to be impacted by changing demand trends across many of our end markets; that we expect shipment volumes to improve sequentially from the third quarter, including the benefit from an additional shipping day, as well as the month-to-month recovery we are seeing in our monthly box shipment trends in May, June and July; that from a cost perspective, we expect our recycled fiber costs in the fourth quarter of fiscal 2020 to be approximately $25 dollars per ton lower than the average in the fiscal third quarter, and that we expect other commodity costs to be similar; that we plan to take 112,000 tons of maintenance downtime in the fourth quarter of fiscal 2020, and that we will not benefit from approximately $29 million of non-recurring items that we experienced in the third quarter of fiscal 2020 for items such as a reduction in our annual short-term incentive compensation; that the second half of our fiscal year has traditionally been the strongest period for cash flow generation; that our expectation of relatively stable sequential earnings, as well as our focus on managing working capital, reduced levels of capital investment and the other benefits we expect to realize from the Pandemic Action Plan; that we expect to generate strong cash flows in the fiscal fourth quarter; if actual results are not consistent with our assumptions and estimates, that we may be exposed to impairment losses that could be material; that the favorable SG&A impact of shelter-in-place orders as a result of COVID-19 will likely continue to some degree in the near term; that 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;~~facility and our estimate of the total cost we expect to incur; that 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; that our foreign cash and cash equivalents are not expected to be a key source of liquidity to our domestic operations; that we ~~estimate fiscal 2020 capital expenditures~~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 approximately $950 million, including approximately $350 million for our strategic capital projects at our Florence, SC and Tres Barras, Brazil mills; that we expect to start up the paper machine in Florence, SC in calendar 2020 andsignificantly impacted by additional extensions of payment terms; that the Tres Barras mill upgrade ~~project~~ should be completed in the spring of 2021 and begin ramping up production in the second ~~quarter~~half of fiscal 2021; that ~~with the completion~~at capital investment levels of ~~certain of our strategic projects in fiscal 2020, we had expected~~$800 to ~~transition to our long-range capital expenditure run rate of approximately~~ $900 million ~~to $1.0 billion a year in~~for fiscal 2021, ~~but factoring in our estimated response to COVID-19, we expect to make investments in the range of $600 million to $800 million in fiscal 2021; that at these capital investment levels,~~ we are confident that we will continue to invest in the appropriate safety, environmental and maintenance projects and complete our strategic mill projects while also making investments to support productivity and growth in our ~~business; that the reductions we are making in our planned capital investments will provide $300 million to $500 million of additional cash available for debt reduction through the end of fiscal 2021;~~business but that it is possible that 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 environmental or other regulatory changes; that we believe that ~~the~~ reduction in our dividend ~~announced in~~effective May 2020 was prudent given uncertain market conditions driven by COVID-19 and ~~will allow~~has allowed us to allocate additional cash to ~~paying~~pay down our outstanding ~~debt; that we will re-evaluate~~debt and our ~~dividend as the situation with COVID-19 evolves;~~short-term goal is to reduce debt and leverage and return capital to stockholders through a competitive annual dividend; that based on our current projections, we expect to utilize nearly all of the

remaining U.S. federal net operating losses and other U.S. federal credits during the current fiscal year and that foreign and state net operating losses and credits will be used over a longer period of time; 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 cash tax rate to be ~~significantly lower than our income tax rate in fiscal 2020 and significantly~~slightly higher than our income tax rate in fiscal ~~2021;~~2021 and 2022; that based on current facts and assumptions, we expect to contribute approximately ~~$24~~$21 million to our U.S. and non-U.S. pension plans in fiscal ~~2020;~~2021; that we 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; that we anticipate that we will be able to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, note repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions for the foreseeable future from cash generated from operations, borrowings under our credit facilities, proceeds from our ~~A/R Sales Agreement,~~accounts receivable sales agreements, proceeds from the issuance of debt or equity securities or other additional long-term debt financing, including new or amended facilities; and that we may seek to refinance existing indebtedness to extend maturities, reduce borrowing costs or otherwise improve the terms and composition of our indebtedness.

With respect to these statements, we have made assumptions regarding, among other things, developments related to COVID-19, including the severity, magnitude and duration of the pandemic, negative global economic conditions arising from the pandemic, impacts of governments' responses to the pandemic on our operations, impacts of the pandemic on commercial activity, our customers and consumer preferences and demand, supply

chain disruptions, and disruptions in the credit or financial markets; our ability to effectively integrate the operations of KapStone; our ability to effectively respond to the ransomware incident; the results and impact of the KapStone Acquisition; economic, competitive and market conditions generally, including the impact of COVID-19; volumes and price levels of purchases by customers; competitive conditions in our businesses; possible adverse actions of our customers, competitors and suppliers; labor costs; the amount and timing of capital expenditures, including installation costs, project development and implementation costs, severance and other shutdown costs; restructuring costs; utilization of real property that is subject to the restructurings due to realizable values from the sale of such property; credit availability; and raw material and energy costs.

You should not place undue reliance on any forward-looking statements as these statements involve risks, uncertainties, assumptions and other factors that could cause actual results to differ materially, including the following: the level of demand for our products; our ability to respond effectively to the impact of COVID-19; our ability to successfully identify and make performance and productivity improvements; anticipated returns on our capital investments; our ability to achieve benefits from acquisitions, including the KapStone Acquisition, and the timing thereof, including synergies and performance improvements; our ability to successfully implement capital projects; the possibility of and uncertainties related to planned mill outages or production disruptions; market risk from changes in interest rates and commodity prices; increases in energy, raw materials, shipping and capital equipment costs; the Company’s ongoing assessment of the ransomware incident, adverse legal, reputational and financial effects on the Company resulting from the incident or additional cyber incidents and the effectiveness of the Company’s business continuity plans during the ransomware incident; fluctuations in selling prices and volumes; intense competition; the potential loss of key customers; the impact of the Tax Act; the impact of operational restructuring activities; the impact of economic conditions, including expected price changes, competitive pricing pressures and cost increases; our desire or ability to continue to repurchase Common Stock; environmental liabilities; the cost and other effects of complying with governmental laws and regulations; 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); future debt repayment; our ability to fund our capital expenditures, interest payments, dividends and stock repurchases, pension payments, working capital needs, debt repurchases, restructuring activities, repayments of current portion of long-term debt and other corporate actions; the expected impact of implementing new accounting standards; the impact of changes in assumptions and estimates on which we based the design of our system of disclosure controls and procedures; the occurrence of severe weather or a natural disaster, or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair, which could result in operational disruptions; adverse changes in general market and industry conditions; and other risks, uncertainties and factors discussed in Item 1A “Risk Factors” of the Fiscal ~~2019~~2020 Form ~~10-K and this Form 10-Q.~~10-K. The information contained herein speaks as of the date hereof and we do not have or undertake any obligation to update such information as future events unfold.

See the “Quantitative and Qualitative Disclosures About Market Risk” section in the Fiscal ~~2019~~2020 Form 10-K for a discussion of certain of the market risks to which we are exposed. There have been no material changes in our exposure to market risk since September 30, ~~2019.~~2020.

Our Chief Executive Officer and our Chief Financial Officer evaluated the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~June 30, 2020~~March 31, 2021 to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As previously disclosed on January 23, 2021, we detected a ransomware incident impacting certain of our operational and information technology systems. See “Note 1. Basis of Presentation and Significant Accounting Policies — Ransomware Incident” of the Notes to Condensed Consolidated Financial Statements

for additional information. As a result of the incident, we performed additional tests of controls and manual compensating controls. There has been no change in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

See “Note ~~14.~~13. Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements for more information.

Certain risks and events that could adversely affect our results of operations, cash flows and financial condition, and the trading price of our Common Stock, are described in the “Risk Factors” sections of the Fiscal ~~2019~~2020 Form 10-K. There have been no material changes in our risk factors from those disclosed in the “Risk Factors” sections of our Fiscal ~~2019~~2020 Form ~~10-K other than the risk factor listed below.~~10-K.

~~Our Business Has Been, and Will Continue to Be, Impacted by the Outbreak of the COVID-19 Novel Coronavirus~~

The global impact of COVID-19 continues to evolve rapidly. COVID-19 has impacted our operations and financial performance and the extent of its effect on our operational and financial performance in future periods will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, and the direct and indirect economic effects of the pandemic and related containment measures, among others.

In response to the spread of COVID-19, governmental authorities implemented numerous measures to try to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place and work from home orders, and shutdowns of so-called “nonessential” businesses. These measures have impacted, and may further impact, our workforce and operations, as well as those of our customers, vendors and suppliers. We have manufacturing operations in the U.S., Canada, Brazil, Mexico, Australia, China and in Europe, and each of these countries or regions has been affected by the outbreak of COVID-19 and taken various measures to try to contain it. Among other impacts to our business from the outbreak of COVID-19:

Our business has been, and will continue to be, impacted by the outbreak of the COVID-19 novel coronavirus and these impacts may adversely affect our results of operations, cash flows and financial conditions, and the trading price of our Common Stock.

See separate Exhibit Index attached hereto and hereby incorporated by reference.

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

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)


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

Class		Outstanding as of ~~July 24, 2020~~April 23, 2021
Common Stock, $0.01 par value		~~259,636,357~~266,116,343

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	3

	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	4

	Condensed Consolidated Balance Sheets at ~~June 30, 2020~~March 31, 2021 and September 30, ~~2019~~2020	5

	Condensed Consolidated Statements of Equity for the three and ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	6

	Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	87

	Notes to Condensed Consolidated Financial Statements	109

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4731

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6752

Item 4.	Controls and Procedures	6752

PART II	OTHER INFORMATION	6854

Item 1.	Legal Proceedings	6854

Item 1A.	Risk Factors	6854

Item 6.	Exhibits	6954

	Index to Exhibits	7055

	Nine Months Ended
(In millions)	June 30, 2019

Fair value of assets acquired, including goodwill	$	5,943.9
Cash consideration for the purchase of businesses, net of cash acquired		(3,369.2	)
Stock issued for the purchase of a business		(70.1	)
Fair value of share-based awards issued in the purchase of a business		(70.8	)
Deferred payments and unpaid working capital		16.6
Liabilities assumed	$	2,450.4

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

	Three Months Ended June 30, 2019
(In millions)	Corrugated Packaging		Consumer Packaging		Land and Development		Intersegment Sales			Total

Primary Geographical Markets
North America	$	2,954.6	$	1,306.0	$	8.6	$	(41.3	)	$	4,227.9
South America		102.8		14.8		—		—			117.6
Europe		0.7		259.3		—		(0.1	)		259.9
Asia Pacific		14.7		70.0		—		(0.1	)		84.6
Total	$	3,072.8	$	1,650.1	$	8.6	$	(41.5	)	$	4,690.0

(In millions)	Contract Assets (Short-Term)		Contract Liabilities (Short-Term)

Beginning balance - October 1, 2019	$	188.0	$	7.7
Ending balance - June 30, 2020		202.0		16.9
Increase / (Decrease)	$	14.0	$	9.2

	Amounts Recognized as of the Acquisition Date		Measurement Period Adjustments ⁽¹⁾			Amounts Recognized as of Acquisition Date (as Adjusted)⁽²⁾
Cash and cash equivalents	$	8.6	$	—		$	8.6
Current assets, excluding cash and cash equivalents		878.9		(30.2	)		848.7
Property, plant and equipment, net		1,910.3		11.5			1,921.8
Goodwill		1,755.0		0.5			1,755.5
Intangible assets		1,336.1		30.3			1,366.4
Other long-term assets		27.9		(0.1	)		27.8
Total assets acquired		5,916.8		12.0			5,928.8

Current portion of debt		33.3		—			33.3
Current liabilities		337.5		7.9			345.4
Long-term debt due after one year		1,333.4		—			1,333.4
Accrued pension and other long-term benefits		9.8		2.8			12.6
Deferred income taxes		609.7		(1.4	)		608.3
Other long-term liabilities		118.4		2.7			121.1
Total liabilities assumed		2,442.1		12.0			2,454.1
Net assets acquired	$	3,474.7	$	—		$	3,474.7

	Weighted Avg. Life		Gross Carrying Amount
Customer relationships		11.7	$	1,303.0
Trademarks and tradenames		16.9		54.2
Favorable contracts		6.0		9.2
Total		11.9	$	1,366.4

CONDENSED CONSOLIDATING BALANCE SHEETS

	June 30, 2020
(In millions)	Parent		Issuer		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated Total

ASSETS
Current Assets:
Cash and cash equivalents	$	—	$	—	$	178.4	$	113.1	$	—		$	291.5
Accounts receivable		—		—		38.9		2,092.7		(48.4	)		2,083.2
Inventories		—		—		239.9		1,897.8		—			2,137.7
Other current assets		0.5		—		6.3		483.4		—			490.2
Intercompany receivables		—		24.0		0.3		1,372.8		(1,397.1	)		—
Assets held for sale		—		—		—		3.3		—			3.3
Total current assets		0.5		24.0		463.8		5,963.1		(1,445.5	)		5,005.9
Property, plant and equipment, net		—		—		14.8		10,907.8		—			10,922.6
Goodwill		—		—		1,158.6		6,111.9		—			7,270.5
Intangibles, net		—		—		1,409.9		2,339.5		—			3,749.4
Restricted assets held by special purpose entities		—		—		—		1,269.2		—			1,269.2
Prepaid pension asset		—		—		—		305.9		—			305.9
Intercompany notes receivable		—		154.9		149.8		2,821.3		(3,126.0	)		—
Investments in consolidated subsidiaries		12,158.9		18,891.4		19,827.1		—		(50,877.4	)		—
Other assets		—		91.4		233.8		1,515.6		(86.7	)		1,754.1
Total Assets	$	12,159.4	$	19,161.7	$	23,257.8	$	31,234.3	$	(55,535.6	)	$	30,277.6

LIABILITIES AND EQUITY
Current liabilities:
Current portion of debt	$	—	$	79.9	$	—	$	133.2	$	—		$	213.1
Accounts payable		—		1.1		24.2		1,536.6		(48.4	)		1,513.5
Accrued compensation and benefits		0.2		—		14.5		362.5		—			377.2
Other current liabilities		—		51.8		107.7		523.6		—			683.1
Intercompany payables		446.1		57.7		470.6		422.7		(1,397.1	)		—
Total current liabilities		446.3		190.5		617.0		2,978.6		(1,445.5	)		2,786.9
Long-term debt due after one year		—		6,706.4		1,972.0		1,161.9		—			9,840.3
Intercompany notes payable		—		753.3		2,068.0		304.7		(3,126.0	)		—
Pension liabilities, net of current portion		—		—		141.6		129.7		—			271.3
Postretirement benefit liabilities, net of current portion		—		—		25.2		126.7		—			151.9
Non-recourse liabilities held by special purpose entities		—		—		—		1,138.7		—			1,138.7
Deferred income taxes		—		—		310.0		2,664.9		(86.7	)		2,888.2
Other long-term liabilities		—		35.3		152.5		1,281.0		—			1,468.8
Redeemable noncontrolling interests		—		—		—		1.6		—			1.6
Total stockholders’ equity		11,713.1		11,476.2		17,971.5		21,429.7		(50,877.4	)		11,713.1
Noncontrolling interests		—		—		—		16.8		—			16.8
Total equity		11,713.1		11,476.2		17,971.5		21,446.5		(50,877.4	)		11,729.9
Total Liabilities and Equity	$	12,159.4	$	19,161.7	$	23,257.8	$	31,234.3	$	(55,535.6	)	$	30,277.6

	~~June 30, 2020~~
~~Weighted average remaining lease term:~~
~~Operating leases~~	~~5.9 years~~
~~Finance leases~~	~~9.2 years~~

~~Weighted average discount rate:~~
~~Operating leases~~		~~2.7~~	%
~~Finance leases~~		~~4.0~~	%

	Nine Months Ended
	June 30, 2020

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases	$	151.7
Operating cash flows related to finance leases	$	6.5
Financing cash flows related to finance leases	$	7.7

	June 30, 2020
	Operating Leases			Finance Leases			Total

Remaining fiscal 2020	$	50.3		$	4.3		$	54.6
Fiscal 2021		177.1			16.1			193.2
Fiscal 2022		140.3			15.2			155.5
Fiscal 2023		110.0			13.3			123.3
Fiscal 2024		87.8			12.1			99.9
Thereafter		203.5			300.9			504.4
Total lease payments		769.0			361.9			1,130.9
Less: Interest ⁽¹⁾		(64.5	)		(84.1	)		(148.6	)
Present value of future lease payments	$	704.5		$	277.8		$	982.3

Fiscal 2020	$	214.3
Fiscal 2021		180.1
Fiscal 2022		136.3
Fiscal 2023		108.3
Fiscal 2024		85.3
Thereafter		206.1
Total	$	930.4

	Deferred (Loss) Income on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total ⁽¹⁾
Balance at September 30, 2019	$	0.7		$	(698.0	)	$	(371.9	)	$	(1,069.2	)
Other comprehensive loss before reclassifications		(10.1	)		—			(265.2	)		(275.3	)
Amounts reclassified from accumulated other comprehensive loss		2.2			28.3			—			30.5
Net current period other comprehensive (loss) income		(7.9	)		28.3			(265.2	)		(244.8	)
Reclassification of stranded tax effects		—			(73.4	)		—			(73.4	)
Balance at June 30, 2020	$	(7.2	)	$	(743.1	)	$	(637.1	)	$	(1,387.4	)

	Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total ⁽¹⁾
Balance at September 30, 2020	$	(5.6	)	$	(727.7	)	$	(586.6	)	$	(1,319.9	)
Other comprehensive (loss) income before reclassifications		(0.1	)		—			109.5			109.4
Amounts reclassified from accumulated other comprehensive loss		2.9			13.3			—			16.2
Net current period other comprehensive income		2.8			13.3			109.5			125.6
Balance at March 31, 2021	$	(2.8	)	$	(714.4	)	$	(477.1	)	$	(1,194.3	)

	Deferred Loss on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Foreign Currency Items			Total ⁽¹⁾
Balance at September 30, 2018	$	(0.2	)	$	(465.9	)	$	(229.2	)	$	(695.3	)
Other comprehensive loss before reclassifications		—			—			(13.7	)		(13.7	)
Amounts reclassified from accumulated other comprehensive loss		—			13.6			—			13.6
Net current period other comprehensive income (loss)		—			13.6			(13.7	)		(0.1	)
Balance at June 30, 2019	$	(0.2	)	$	(452.3	)	$	(242.9	)	$	(695.4	)

	Three Months Ended June 30,				Nine Months Ended June 30,
(In millions)	2020		2019		2020		2019

Net sales	$	4,236.3	$	4,690.0	$	13,107.3	$	13,637.4
Segment income	$	323.2	$	485.3	$	989.5	$	1,205.7

Aggregate Principal Amount (in millions)		Stated Coupon Rate			Maturity Date	Referred to as:

$	500		3.000	%	September 2024	the 2024 Notes
$	600		3.750	%	March 2025	the 2025 Notes
$	750		4.650	%	March 2026	the 2026 Notes
$	500		3.375	%	September 2027	the 2027 Notes
$	600		4.000	%	March 2028	the 2028 Notes
$	500		3.900	%	June 2028	the June 2028 Notes
$	750		4.900	%	March 2029	the 2029 Notes
$	500		4.200	%	June 2032	the 2032 Notes
$	600		3.000	%	June 2033	the June 2033 Notes


Exhibit 10.1*		Credit Agreement, dated as of February 26, 2021, by and among WRKCo Inc., as Parent, Westrock Company, WRK Luxembourg S.à r.l., WRK International Holdings S.à r.l., Multi Packaging Solutions Limited, WestRock Packaging Systems Germany GmbH and certain additional subsidiaries of WestRock Company from time to time party hereto, as Borrowers, the lenders party thereto, Coöperatieve Rabobank U.A., New York Branch, as Administrative Agent, Coöperatieve Rabobank U.A., New York Branch, as Joint Lead Arranger and Sole Bookrunner, and Sumitomo Mitsui Banking Corporation, TD Bank, N.A., Bank of America Europe Designated Activity Company, The Bank of Nova Scotia, and ING Bank N.V., Dublin Branch, as Joint Lead Arrangers and Co-Syndication Agents.

Exhibit ~~4.1~~10.2*		~~Third Supplemental Indenture,~~Amendment No. 3, dated as of ~~June 3, 2020,~~March 12, 2021, to the ~~Indenture dated as of December 3, 2018, by~~Eighth Amended and Restated Credit and Security Agreement among ~~WRKCo~~WestRock Financial Inc., WestRock Converting Company, ~~WestRock MWV, LLC, WestRock RKT, LLC~~the lenders and ~~The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference~~co-agents from time to ~~Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on June 3, 2020).~~time party thereto and Coöperatieve Rabobank, U.A.

Exhibit ~~10.1*$~~22		~~Amended~~List of Guarantor Subsidiaries and ~~Restated WestRock Company 401(k) Retirement Savings Plan, effective as~~Issuers of ~~July 1, 2020.~~Guaranteed Securities (incorporated by reference to Exhibit 22 of WestRock’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2020).

Exhibit 31.1*		Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by ~~Steven C. Voorhees,~~David B. Sewell, Chief Executive Officer and President of WestRock Company.

Exhibit 31.2*		Certification Accompanying Periodic Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by Ward H. Dickson, Executive Vice President and Chief Financial Officer of WestRock Company.

Exhibit 32.1#		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by ~~Steven C. Voorhees,~~David B. Sewell, Chief Executive Officer and President of WestRock Company, and by Ward H. Dickson, Executive Vice President and Chief Financial Officer of WestRock Company.

Exhibit 101.INS*		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

Exhibit 101.SCH*		Inline XBRL Taxonomy Extension Schema.

Exhibit 101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase.

Exhibit 101.DEF*		Inline XBRL Taxonomy Extension Definition Label Linkbase.

Exhibit 101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase.

Exhibit 101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase.

Exhibit 104*		Cover Page Interactive Data File – the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101).

*Filed as part of this quarterly report. $ Management contract or compensatory plan or arrangement.

#In accordance with SEC Release No. 33-8238, Exhibit 32.1 is to be treated as “accompanying” this report rather than “filed” as part of the report.

			WESTROCK COMPANY
			(Registrant)

Date:	~~August 5, 2020~~May 7, 2021	By:	/s/ Ward H. Dickson
			Ward H. Dickson
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer and duly authorized officer)