WestRock Co (Form: 10-K)

1 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38736 WestRock COMPANY(Exact Name of Registrant as Specified in Its Charter)Delaware 37-1880617(State or Other Jurisdiction ofIncorporation or Organization) ( EmployerIdentification No.)1000 Abernathy Road NE, Atlanta, Georgia 30328(Address of Principal Executive Offices) (Zip Code)Registrant s Telephone Number, Including Area Code: (770) 448-2193 Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $ per shareWRKNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

2 Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

3 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 accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its management s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

4 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the common equity held by non-affiliates of the registrant as of March 31, 2021 (based on the closing price per share as reported on the New York Stock Exchange on such date), was approximately $13,705 of November 5, 2021, the registrant had 265,001,543 shares of Common Stock, par value $ per share, INCORPORATED BY REFERENCEP ortions of the definitive Proxy Statement for the Annual Meeting of Stockholders to be held on January 28, 2022 are incorporated by reference in Part COMPANYINDEX TO FORM 10-K PageReference PART IItem Item Factors20 Item Staff Comments31 Item Item Proceedings33 Item Safety Disclosures33 PART II Item for the Registrant s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities34 Item 6.

5 [Reserved]34 Item s Discussion and Analysis of Financial Condition and Results of Operations35 Item and Qualitative Disclosures About Market Risk56 Item Statements and Supplementary Data59 Item in and Disagreements with Accountants on Accounting and Financial Disclosure130 Item and Procedures130 Item Information131 Item Regarding Foreign Jurisdictions that Prevent Inspections131 PART III Item , Executive Officers and Corporate Governance132 Item Compensation133 Item Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters133 Item Relationships and Related Transactions, and Director Independence133 Item Accounting Fees and Services133 PART IV Item and Financial Statement Schedules134 Item 10-K Summary1343 PART IItem 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 for periods on or after November 2, 2018 and to WRKCo Inc.

6 (formerly known as WestRock Company, WRKCo ) for periods prior to November 2, WestRock is a multinational provider of sustainable fiber-based paper and packaging solutions. We partner with our customers to provide differentiated, sustainable paper and packaging solutions that help them win in the marketplace. Our team members support customers around the world from our operating and business locations in North America, South America, Europe, Asia and Australia. On November 2, 2018, pursuant to the Agreement and Plan of Merger (the Merger Agreement ), dated as of January 28, 2018, among WRKCo, KapStone Paper and Packaging Corporation ( KapStone ), WestRock Company (formerly known as Whiskey Holdco, Inc.), Whiskey Merger Sub, Inc.

7 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 (together, the KapStone Acquisition ). As a result, among other things, the Company became the ultimate parent of WRKCo, KapStone and their respective subsidiaries, and the Company changed its name to WestRock Company and WRKCo changed its name to WRKCo Inc.. WRKCo (formerly known as WestRock Company) was the accounting acquirer in the transaction; therefore, the historical consolidated financial statements of WRKCo for periods prior to the KapStone Acquisition are also considered to be the historical financial statements of the Company.

8 The Company is the successor issuer to both WRKCo and KapStone pursuant to Rule 12g-3(c) under the Securities Exchange Act of 1934, as amended (the Exchange Act ). See Note 3. Acquisitions and Investments of the Notes to Consolidated Financial Statements for more report our financial results of operations in the following 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, food and beverage and partition 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.

9 Following completion of the monetization of these assets, we ceased reporting the results of the Land and Development segment as a separate segment. ProductsCorrugated Packaging SegmentWe are one of the largest integrated producers of linerboard and corrugating medium ( containerboard ), corrugated products and specialty papers (including kraft papers and saturating kraft) in North America measured by tons produced, one of the largest producers of high-graphics preprinted linerboard measured by net sales in North America and one of the largest manufacturers of temporary promotional point-of-purchase displays in North America measured by net sales. We have integrated corrugated operations in North America, Brazil and India.

10 We believe we are one of the largest paper recyclers in North America and our recycling operations provide substantially all of the recycled fiber that we consume to our containerboard and paperboard mills, as well as to third parties. Our Brazil operations own and operate forestlands that provide virgin fiber to our mill in operate an integrated corrugated packaging system that manufactures primarily containerboard, corrugated sheets, corrugated packaging and preprinted linerboard for sale to consumer and industrial products manufacturers and corrugated box manufacturers. We produce a full range of high-quality corrugated containers designed to protect, ship, store, promote and display products made to our customers merchandising and distribution specifications.