Exhibit 99.2
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Westrock Q3 fy22 results August 4, 2022
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Forward Looking Statements: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including but not limited to the statements on the slides entitled “Transformation Update”, “Pricing and Mix Management Outpacing Inflation Year-over-Year”, “WestRock to Acquire Remaining Interest in Grupo Gondi”, “Strategic Fit with Strong Growth Potential”, “Q4 FY22 Guidance”, “Additional Guidance”, and “Key Commodity Annual Consumption Volumes” that give guidance or estimates for future periods. Forward-looking statements are based on our current expectations, beliefs, plans or forecasts and are typically identified by words or phrases such as "may," "will," "could," "should," "would," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "target," "prospects," "potential" and "forecast," and other words, terms and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks and uncertainties. A forward-looking statement is not a guarantee of future performance, and actual results could differ materially from those contained in the forward-looking statement. Forward-looking statements are subject to a number of assumptions, risks and uncertainties, such as developments related to the COVID-19 pandemic, 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 operations, and impacts of the pandemic on commercial activity, customer and consumer preferences and demand; supply chain disruptions; disruptions in the credit or financial markets; results and impacts of acquisitions, including timing and operational and financial effects from our recently announced acquisition of Grupo Gondi; economic, competitive and market conditions generally, including the impact of inflation and increases in energy, raw materials, shipping, labor and capital equipment costs; reduced supply of raw materials; our ability to successfully identify and make performance and productivity improvements and risks associated with completing strategic projects on the anticipated timelines and realizing anticipated financial improvements; adverse legal, reputational and financial effects resulting from cyber incidents and the effectiveness of business continuity plans during a ransomware or other cyber incident; fluctuations in selling prices and volumes; intense competition; the potential loss of certain customers; the scope, costs, timing and impact of any restructuring of our operations and corporate and tax structure; the occurrence of severe weather or a natural disaster or other unanticipated problems, such as labor difficulties, equipment failure or unscheduled maintenance and repair; our desire or ability to continue to repurchase company stock; and the scope, timing and outcome of any litigation, claims or other proceedings or dispute resolutions and the impact of any such litigation. Such risks and other factors that may impact management's assumptions are more particularly described in our filings with the Securities and Exchange Commission, including in Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The information contained herein speaks as of the date hereof, and we do not have or undertake any obligation to update or revise our forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law. Non-GAAP Financial Measures and other matters: We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). However, management believes certain non-GAAP financial measures provide users with additional meaningful financial information that should be considered when assessing our ongoing performance. Management also uses these non-GAAP financial measures in making financial, operating and planning decisions and in evaluating our performance. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our GAAP results. The non-GAAP financial measures we present may differ from similarly captioned measures presented by other companies. For additional information, see the Appendix. This presentation shall not be considered to be part of any solicitation of an offer to buy or sell the Company’s securities. This presentation also may not include all of the information regarding the Company that you may need to make an investment decision regarding the Company’s securities. Any investment decision should be made on the basis of the total mix of information regarding the Company that is publicly available as of the date of the investment decision. Cautionary Language 2
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Sales and earnings growth in Q3 FY22 Net sales of $5.5 billion, up 15% year-over-year Consolidated Adjusted EBITDA(1) of $1.006 billion, up 24% year-over-year Consolidated Adjusted EBITDA margin(1) of 18.2%, up 140 basis points year-over-year Adjusted EPS(1) of $1.54 per share, up 54% year-over-year Generated $628 million of Adjusted Free Cash Flow(1) Packaging sales(2) increased 11% and Paper sales increased 24% year-over-year driven by successful implementation of price increases and solid demand Continue to advance our transformation initiatives Net leverage ratio(1) of 2.13x and $290 million of stock repurchased Repurchased over $700 million of stock in the trailing 12 months ended 6/30/22 Remaining authorization to repurchase additional 29 million shares 3 Q3 FY22 key highlights Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix Corrugated Packaging segment sales (excluding white top trade sales), a non-GAAP financial measure, and Consumer Packaging segment sales Adjusted EBITDA margin (excluding white top trade sales), a non-GAAP financial measure Consolidated Adjusted EBITDA margins. Strong earnings growth in dynamic environment Consolidated Adjusted EBITDA(1) ($ in millions) Q3 fy22 margin Vs. q2 fy22 Vs. q3 fy21 Corrugated Packaging(3) 16.8% +210bps -80bps Consumer Packaging 18.5% +200bps +230bps Global Paper 24.8% +470bps +440bps Distribution 5.4% -230bps -20bps WestRock(4) 18.2% +230bps +140bps Adjusted EBITDA Margins
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4 Transformation Update Reduced average North American corrugated mill cost by $4 per ton Established supply chain pilot; yielding positive results Modernizing our systems; targeting $200 million in annual savings upon completion Announced two strategic portfolio actions, Grupo Gondi acquisition and Panama City closure Reducing costs across $1 billion of indirect spend Increasing operating efficiency across mill and converting network Targeting additional actions to reduce SG&A and to drive increased efficiencies Currently actioning $250 MM of anticipated run rate savings on $1.5 Bn of Total Improvement Opportunity targeted by 2025
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5 Pricing and mix management outpacing inflation Year-over-Year Q3 FY22 price/mix realization of approximately $750 million year/year; more than $230 million in excess of inflation Published price increases since 4Q FY20(1): +$220/ton North America Containerboard +$350/ton CNK +$450/ton SBS folding carton grades +$450/ton SBS plate and cup stock grades +$420/ton CRB Key inflation drivers include fiber, labor, freight, energy and chemicals Year-over-year price/mix and inflation highlights Pricing flow-through expected to outpace inflation Into FY23 As of July 15, 2022
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6 WestRock to Acquire Remaining Interest in Grupo Gondi Compelling Strategic Combination Expected to create a leading paper and packaging player in attractive Latin American containerboard and paperboard markets Geographic proximity to U.S. market to enable integration into the WestRock system and strengthen WestRock's position in North America Grupo Gondi solutions to extend WestRock’s participation in a diverse set of market segments and geographies and connect to our multinational customers Will better position WestRock to participate in the resurgence of onshoring in the Americas Attractive Financial Profile Purchasing remaining stake for $970 million plus assumed debt - implied enterprise value of $1.763B 2022 estimated EBITDA of $200 million - $210 million(1) $60 million of expected annual synergies by year 3 following the closing Expect to remain within targeted net leverage range of 1.75x-2.25x Timeline Expect to close in quarter ending December 31, 2022 Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix.
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Beer and Beverage Processed Foods Paper Produce Home and Personal Care 7 Regional Synergies… Strategic fit with strong growth potential Strategic Highlights *Includes hybrid plants operating both corrugated and high graphic converting. 14 manufacturing sites with different specialties 4 paper mills 10 converting sites including corrugated plants and high-graphic / consumer plants* Operating plant Strong management team with established track record Serves fast-growing Latin American corrugated and consumer market Leverages trend towards onshoring Enhances proximity to multinational customers Complements existing Corrugated and Consumer Packaging businesses High-quality, low-cost assets …and attractive end markets Pharma Industrial Others E-Commerce Calendar YTD June 2022
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8 Net sales up 15% Pricing realization exceeded cost inflation; margins increased 140bps Higher inflation across energy, freight, labor, fiber and chemicals Results in Q3 FY22 include insurance recovery of $19 million Generated $628 million of Adjusted Free Cash Flow, up 13% Repurchased $290 million in stock in Q3 FY22 Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix. Q3 Fy22 WestRock Results Q3 Year-over-year Highlights Consolidated Adjusted EBITDA ($ in Millions) THIRD QUARTER SECOND QUARTER SECOND QUARTER $ in millions, EXCEPT PER SHARE ITEMS FY22 FY21 FY22 Net Sales $5,520 $4,816 $5,382 Consolidated Adjusted EBITDA(1) $1,006 $811 $854 % Margin(1) 18.2% 16.8% 15.9% Capital Expenditures $215 $202 $181 Adjusted Free Cash Flow(1) $628 $554 $213 Adjusted Earnings Per Diluted Share(1) $1.54 $1.00 $1.17 +$195
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9 Segment sales up 11% driven by continued flow-through of previously published price increases Lower volumes partially driven by difficult year-over-year comparison Strength in Beverage and Bakery offset by softer volumes in Industrial, Distribution and Agriculture Higher inflation across energy, freight, labor, fiber and chemicals Excludes white top trade sales Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix. Q3 Fy22 corrugated packaging Results Q3 Year-over-year Highlights Adjusted EBITDA ($ in Millions) THIRD QUARTER SECOND QUARTER SECOND QUARTER $ in millions FY22 FY21 FY22 Segment Sales(1)(2) $2,299 $2,070 $2,232 Adjusted EBITDA $385 $364 $329 % Margin(1)(2) 16.8% 17.6% 14.7% +$21
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Q3 Year-over-year Highlights 10 Industry leading margins and growth Segment sales up 12% in the quarter driven by strong price mix and 3.4% organic volume growth Margin up 230bps as flow-through from previously published pricing outpaces inflation Higher inflation across energy, freight, labor, fiber and chemicals Overall market demand strong Q3 Fy22 consumer packaging Results Adjusted EBITDA ($ in Millions) THIRD QUARTER SECOND QUARTER SECOND QUARTER $ in millions FY22 FY21 FY22 Segment Sales $1,270 $1,132 $1,251 Adjusted EBITDA $235 $183 $206 % Margin 18.5% 16.2% 16.5% +$52
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Q3 Year-over-year Highlights 11 Segment sales up 24% in the quarter Paperboard markets continue to be tight Pricing realization remains strong and exceeded cost inflation Strong performance of export containerboard and continued ramp up of Tres Barras mill Flexibility to navigate supply/demand dynamics Q3 Fy22 global paper Results Adjusted EBITDA ($ in Millions) THIRD QUARTER SECOND QUARTER SECOND QUARTER $ in millions FY22 FY21 FY22 Segment Sales $1,610 $1,299 $1,538 Adjusted EBITDA $399 $265 $309 % Margin 24.8% 20.4% 20.1% +$134
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Q3 Year-over-year Highlights 12 Segment sales up 11% in the quarter Strong pricing and lower operating costs benefits largely offset by inflation and volume Implementing improved pricing processes and inventory management Q3 Fy22 distribution Results Adjusted EBITDA ($ in Millions) THIRD QUARTER SECOND QUARTER SECOND QUARTER $ in millions FY22 FY21 FY22 Segment Sales $358 $322 $362 Adjusted EBITDA $19 $18 $28 % Margin 5.4% 5.6% 7.7% +$1
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13 Adjusted Free Cash Flow Q3 Adjusted Free Cash Flow of $628 million FY22 Adjusted Free Cash Flow expected to be approximately $1.2 billion Expected 7th straight year of Adjusted Free Cash Flow above $1 billion Net leverage of 2.13x, within target of 1.75x to 2.25x Estimated Adjusted FCFYield of 11%(1)(2) Strong Adjusted Free Cash Flow Adjusted Free Cash Flow(1)($ in Billions) Non-GAAP Financial Measure. See Non-GAAP Financial Measures and Reconciliations in the Appendix. FY22 Estimated Adjusted Free Cash Flow of $1.2B, 254.3M shares, and share price as of August 2, 2022. ~
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14 Q4 fy22 guidance Q4 FY22 Consolidated adjusted EBITDA(1) Q4 FY22 Adjusted EPS(1) Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix. $900 - $1,000 MILLION $1.24 - $1.53 Per Share Q4 FY22 Sequential Guidance Details Flow-through of previously published price increases Higher costs sequentially primarily driven by higher natural gas of $8.25 per MMBtu Approximately 45K tons of maintenance downtime OCC cost up $6/ton partially offset by modest improvement in virgin fiber costs Logistics cost up slightly
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Appendix 16
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Adjusted EBITDA ($ in millions) Q3 year over year BRIDGES 17 Corrugated packaging Consumer packaging distribution Global paper +$134 +$52 +$21 +$1
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18 Additional guidance FY22 Guidance Q4 FY22 Full Year Depreciation & Amortization(1) Approx. $379 million Approx. $1.48 billion Net Interest Expense and Interest Income(2) Approx. $92 million Approx. $330 million Effective Adjusted Book Tax Rate(3) 24% - 26% Approx. 25% Adjusted Cash Tax Rate(3) Approx. 22% Diluted Shares Outstanding 257 million 262 million Mill Maintenance Downtime Schedule (tons in thousands) Q1 Q2 Q3 Q4 Full Year FY22 Maintenance 192 124 46 45 407 FY21 Maintenance 105 65 119 12 301 FY20 Maintenance 146 105 21 102 374 maintenance FY22 GUIDANCE Full Year excludes approximately $7 million of accelerated depreciation associated with the Panama City mill closure that will be added back for Adjusted EPS Full Year excludes approximately $27 million of the MEPP liability adjustment due to interest rates that will be added back for Adjusted EPS Non-GAAP Financial Measure. See Non-GAAP Financial Measures in the Appendix
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19 Key Commodity Annual Consumption Volumes Commodity Category Volume Recycled Fiber (tons millions) 5.5 Wood (tons millions) 33 Natural Gas (MMBtu millions) 90 Electricity (kwh billions) 6.2 Polyethylene (lbs millions) 34 Caustic Soda (tons thousands) 250 Starch (lbs millions) 572 Approx. FY22 Annual Consumption Volumes Sensitivity Analysis Category Increase in Spot Price Approx. Annual EPS Impact Recycled Fiber (tons millions) +$10.00 / ton ($0.16) Natural Gas (MMBtu) +$0.25 / MMBtu ($0.06) FX Translation Impact +10% USD Appreciation ($0.06) Key Commodity Annual Consumption Volumes
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20 Shipment Data Quantities may not sum due to trailing decimals (1)
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ADJUSTED EARNINGS PER DILUTED SHARE We use the non-GAAP financial measure “adjusted earnings per diluted share,” also referred to as “adjusted earnings per share” or “Adjusted EPS”, because we believe this measure provides our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance since it excludes restructuring and other costs and other specific items that we believe are not indicative of our ongoing operating results. Our management and board of directors use this information to evaluate our performance relative to other periods. We believe the most directly comparable GAAP measure is Earnings per diluted share. ADJUSTED OPERATING CASH FLOW, ADJUSTED FREE CASH FLOW and adjusted free cash flow yield We use the non-GAAP financial measures “adjusted operating cash flow”, “adjusted free cash flow” and “adjusted free cash flow yield” because we believe these measures provide our management, board of directors, investors, potential investors, securities analysts and others with useful information to evaluate our performance relative to other periods because they exclude certain cash restructuring and other costs, net of tax that we believe are not indicative of our ongoing operating results. We believe adjusted free cash flow provides greater comparability across periods by excluding capital expenditures. We believe the most directly comparable GAAP measure is net cash provided by operating activities. Adjusted free cash flow yield is computed as adjusted free cash flow divided by market cap as measured by shares outstanding multiplied by our closing share price. Consolidated Adjusted EBITDA and Consolidated Adjusted EBITDA MARGINS We use the non-GAAP financial measures “Consolidated Adjusted EBITDA” and “Consolidated Adjusted EBITDA margins”, along with other factors, to evaluate our performance against our peers. We believe that our management, board of directors, investors, potential investors, securities analysts and others use these measures to evaluate our performance relative to our peers. Management believes that the most directly comparable GAAP measure to “Consolidated Adjusted EBITDA” (formerly referred to as Adjusted Segment EBITDA) is “Net income attributable to common stockholders”. It can also be derived by adding together each segment’s “Adjusted EBITDA” plus “Non-allocated expenses”. “Consolidated Adjusted EBITDA Margins” is calculated as “Consolidated Adjusted EBITDA” divided by Net Sales. LEVERAGE RATIO, NET LEVERAGE RATIO, TOTAL FUNDED DEBT AND ADJUSTED TOTAL FUNDED DEBT We use the non-GAAP financial measures “leverage ratio” and “net leverage ratio” as measurements of our operating performance and to compare to our publicly disclosed target leverage ratio. We believe our management, board of directors, investors, potential investors, securities analysts and others use each measure to evaluate our available borrowing capacity – in the case of “net leverage ratio”, adjusted for cash and cash equivalents. We define leverage ratio as our Total Funded Debt divided by our credit agreement EBITDA, each of which term is defined in our revolving credit agreement, dated July 7, 2022. As of June 30, 2022, our leverage ratio was 2.22 times. While the leverage ratio under our credit agreement determines the credit spread on our debt, we are not subject to a leverage ratio cap. Our credit agreement is subject to a Debt to Capitalization Ratio, as defined therein. We define “Adjusted Total Funded Debt” as our Total Funded Debt less cash and cash equivalents. Net Leverage Ratio represents Adjusted Total Funded Debt divided by our credit agreement EBITDA. As of June 30, 2022, our net leverage ratio was 2.13 times. Forward-looking Guidance We are not providing a reconciliation of forward-looking non-GAAP financial measures to the most directly comparable U.S. GAAP measure because we are unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items may include, but are not limited to, merger and acquisition-related expenses, restructuring expenses, asset impairments, litigation settlements, changes to contingent consideration and certain other gains or losses. These items are uncertain, depend on various factors, and could have a material impact on U.S. GAAP reported results for the guidance period. In addition, we have not quantified future amounts to develop our leverage ratio target but have stated our commitment to an investment grade credit profile in order to generally maintain the target. This target does not reflect Company guidance. Non-GAAP Financial Measures 21
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22 The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income. Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation
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23 The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income. Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation
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24 The as reported results for Pre-Tax, Tax, Net of Tax and EPS are equivalent to the line items “Income before income taxes", "Income tax expense“, "Consolidated net income“ and “Earnings per diluted share”, respectively, as reported on the statements of income. Adjusted Net Income and Adjusted Earnings Per Diluted Share Reconciliation
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25 Reconciliation of Net Income to Consolidated Adjusted EBITDA Schedule adds back expense or subtracts income for certain financial statement and segment footnote items to compute Consolidated Adjusted EBITDA.
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26 RECONCILIATION OF Corrugated Packaging ADJUSTED EBITDA MARGIN
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27 RECONCILIATION OF PACKAGING SALES
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28 Adjusted operating cash flow and adjusted free cash flow reconciliation
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29 TTM Credit Agreement EBITDA Total Debt, Funded Debt and Leverage Ratio Additional Permitted Charges primarily include restructuring and other costs, and certain non-cash and other items as allowed under the credit agreement TTM Credit Agreement EBITDA
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30